diff --git a/data/auto_parse/level_freeze/frozen/idx_35.jsonl b/data/auto_parse/level_freeze/frozen/idx_35.jsonl new file mode 100644 index 0000000..dc69473 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_35.jsonl @@ -0,0 +1,37 @@ +{"idx": 35, "level": 0, "span": "2.    Effective Date: Term of Employment\nThis Agreement shall commence and be effective as of the Effective Date and shall remain in effect, unless earlier terminated in accordance with the terms of this Agreement, through the first anniversary of the Effective Date (the “First Anniversary”). Thereafter, this Agreement shall automatically renew for one (1) year periods (each additional annual period referred to as a “Renewal Term”) unless this Agreement is terminated in accordance with the terms of this Agreement. For purposes of this Agreement, “Term of Employment” shall mean the period commencing on the Effective Date and ending on the date this Agreement is terminated in accordance with Section 9(e) of this Agreement or the date Executive’s employment and/or this Agreement is otherwise terminated. If for any reason Executive is not employed by the Company on the Effective Date, this Agreement shall be null and void and of no force and effect."} +{"idx": 35, "level": 2, "span": "3.    Performance of Duties; Best Efforts\nDuring the term of this Agreement, Executive shall devote his full working time and attention to the business and affairs of Mylan"} +{"idx": 35, "level": 2, "span": "4.    Executive’s Compensation\nExecutive’s compensation shall be the following:"} +{"idx": 35, "level": 3, "span": "(a)    Annual Base Salary\nExecutive’s annual base salary (the “Annual Base Salary”) shall be Eight-Hundred Thousand Dollars ($800,000), payable in accordance with the Company’s normal payroll practices. The Annual Base Salary may be increased from time to time at the discretion of the Compensation Committee (the “Committee”) of the Board of Directors of Mylan N.V. (the “Board”), or any other committee or individual authorized by the Board."} +{"idx": 35, "level": 3, "span": "(b)    Annual Bonus\nExecutive shall be eligible to participate in the Company’s annual discretionary executive incentive or bonus plan as in effect from time to time, with the opportunity to receive an annual award in respect of each fiscal year of the Company ending during the Term of Employment in accordance with the terms and conditions of such plan and subject to Executive’s continued employment with the Company through the date such award is paid, with a target bonus opportunity equal to 115% of Annual Base Salary. Any such discretionary bonus shall be paid no later than March 15th of the year following the fiscal year to which the annual award relates. Subject to the discretion of the Committee or the Board (or their appropriate delegates), Executive shall be eligible to receive a full annual award, without proration, in respect of fiscal year 2017."} +{"idx": 35, "level": 3, "span": "(c)    Equity Awards\nOn the date of the first regularly scheduled meeting of the Committee or the Board following the Effective Date, in accordance with applicable law, Executive will be granted an equity award with a grant date target value equal to 400% of Annual Base Salary (the “Initial Annual Equity Award”). The Initial Annual Equity Award shall be comprised of a mix of awards consistent with the awards granted to the executive officers of Mylan N.V. in 2017, with terms determined in the sole discretion of the Committee or the Board, and with the grant date, grant date price and, if applicable, exercise price, determined by the Committee or the Board, and otherwise subject to the terms and conditions of Mylan’s Amended and Restated 2003 Long-Term Incentive Plan. Executive shall be eligible to receive future annual equity grants with a grant date target value equal to 400% of Annual Base Salary, subject to the sole discretion of the Committee and the Board and subject to such other terms and conditions as they may determine."} +{"idx": 35, "level": 3, "span": "(d)    Sign On Bonus and Awards."} +{"idx": 35, "level": 4, "span": "(i)    As soon as practicable following the Effective Date (but in no event later than ten (10) business days following the Effective Date), Executive shall receive a lump sum cash payment in the amount of three hundred and fifty thousand dollars ($350,000), reduced by any taxes and deductions required by law; provided, however, that if Executive’s employment with the Company is terminated prior to the First Anniversary, unless such termination is by the Company without Cause (as defined herein) or by Executive for Good Reason (as defined"} +{"idx": 35, "level": 4, "span": "(ii)    On the date of the first regularly scheduled meeting of the Committee or the Board following the Effective Date, in accordance with applicable law, Executive will be granted:"} +{"idx": 35, "level": 4, "span": "(iii)    Fringe Benefits and Expense Reimbursement\nExecutive shall receive benefits and perquisites of employment similar to those as have been customarily provided to the Company’s other officers, including but not limited to, health insurance coverage, short-term disability benefits, and twenty-five (25) vacation days (pro-rated for 2017), in each case in accordance with the plan documents or policies that govern such benefits. Without limiting the foregoing, Executive shall receive an auto allowance in the gross amount of $1,600 per month. The Company shall reimburse Executive for all ordinary and necessary business expenses in accordance with established Company policy and procedures."} +{"idx": 35, "level": 2, "span": "5.    Confidentiality\nExecutive expressly acknowledges and agrees that, by reason of Executive’s position and employment with the Company, Executive may have a heightened level of access to the directors and senior executive officers (“Covered Persons”) of Mylan and its affiliate companies and parents and subsidiaries (collectively, the “Mylan Companies”), and that Executive consequently may have a heightened level of access to and/or knowledge of highly confidential, proprietary, and non-public discussions, information, assessments and evaluations, strategies, and/or materials (hereafter “Covered Information”), the disclosure of which will or may injure the Mylan Companies and/or their shareholders. Executive further acknowledges and agrees that the business interests of the Mylan Companies require a highly confidential relationship between the Company and Executive and the fullest protection and confidential treatment by Executive of the Mylan Companies’ non-public: financial data and information; customer strategies, plans, and information; supplier strategies, plans, and information; market strategies, plans, and information; marketing and/or promotional techniques, strategies, plans, policies, and methods; pricing strategies, plans, and information; purchasing strategies, plans, and information; supply chain strategies, plans, and information; sales strategies, plans, techniques,"} +{"idx": 35, "level": 3, "span": "(a)    Executive will not, directly or indirectly, use or disclose any Confidential Information to anyone outside the Mylan Companies;"} +{"idx": 35, "level": 3, "span": "(b)    Executive will not make copies of or otherwise disclose the contents of documents containing or constituting Confidential Information;"} +{"idx": 35, "level": 3, "span": "(c)    As to documents which are delivered to Executive or which are made available to or obtained by him as a part of the working relationships and duties of Executive within the business of the Mylan Companies, Executive will treat such documents confidentially and will treat such documents as proprietary and confidential, not to be reproduced, disclosed or used without appropriate authority of the Company;"} +{"idx": 35, "level": 3, "span": "(d)    Executive will not advise others that the information and/or know how included in Confidential Information is known to or used by the Mylan Companies; and"} +{"idx": 35, "level": 3, "span": "(e)    Executive will not in any manner disclose or use Confidential Information for Executive’s own or any third party’s account and will not aid, assist or abet others in the use of Confidential Information for their account or benefit, or for the account or benefit of any person or entity other than the Company."} +{"idx": 35, "level": 2, "span": "6.    Non-Competition and Non-Solicitation\nExecutive agrees that during the Term of Employment and for a period ending one (1) year after termination of Executive’s employment with the Company for any reason, or longer as provided in Section 8 of this Agreement, and notwithstanding termination or expiration of this Agreement:"} +{"idx": 35, "level": 3, "span": "(a)    Except for the practice of law, Executive shall not, directly or indirectly, whether for himself or for any other person, company, corporation or other entity, be or become employed or associated in any way (including but not limited to the association set forth in (i)-(vii) of this subsection) with any business or organization which is directly or indirectly engaged in the research, development, manufacture, production, marketing, promotion or sale of any product the same as or similar to those of the Mylan Companies, or which competes or intends to compete in any line of business with the Mylan Companies\nNotwithstanding the foregoing, Executive may during the period in which this paragraph is in effect own stock or other interests in corporations or other entities that engage in businesses the same or substantially similar to those engaged in by the Mylan Companies, provided that Executive does not, directly or indirectly (including without limitation as the result of ownership or control of another corporation or other entity), individually or as part of a group (as that term is defined in Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”)) (i) control or have the ability to control the corporation or other entity, (ii) provide to the corporation or entity, whether as an Executive, consultant or otherwise, advice or consultation, (iii) provide to the corporation or entity any confidential or proprietary information regarding the Mylan Companies or its businesses or regarding the conduct of businesses similar to those of the Mylan Companies, (iv) hold or have the right by contract or arrangement or understanding with other parties to hold a position on the board of directors or other governing body of the corporation or entity or have the right by contract or arrangement or understanding with other parties to elect one or more persons to any such position, (v) hold a position as an officer of the corporation or entity, (vi) have the purpose to change or influence the control of the corporation or entity (other than solely by the voting of his shares or ownership interest) or (vii) have a business or other relationship, by contract or otherwise, with the corporation or entity other than as a passive investor in it; provided, however, that Executive may vote his shares or ownership interest in such manner as he chooses provided that such action does not otherwise violate the prohibitions set forth in this sentence."} +{"idx": 35, "level": 3, "span": "(b)    Executive will not, either directly or indirectly, either for himself or for any other person, partnership, firm, company, corporation or other entity, contact, solicit, divert, or take away any of the customers or suppliers of the Mylan Companies."} +{"idx": 35, "level": 3, "span": "(c)    Executive will not solicit, entice or otherwise induce any employee of the Mylan Companies to leave the employ of the Mylan Companies for any reason whatsoever; nor will Executive directly or indirectly aid, assist or abet any other person or entity in soliciting or hiring any employee of the Mylan Companies, nor will Executive otherwise interfere with any contractual or other business relationships between the Mylan Companies and its employees."} +{"idx": 35, "level": 2, "span": "7.    Severability\nIn the event that any section, subsection, or provision hereof or of any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or an arbitrator validly selected pursuant to Section 18 of this Agreement to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said section, subsection, or provision. It is the intent of the parties that each section, subsection, and provision of this Agreement be a separate and distinct promise and that unenforceability of any one section, subsection, or provision shall have no effect on the enforceability of another. Although the parties mutually agree that the post-employment covenants in Sections 5 and 6 of this Agreement are reasonable, necessary, and drawn narrowly to protect the Mylan Companies’ legitimate interests, if a court of competent jurisdiction or an arbitrator validly selected pursuant to Section 18 of this Agreement nevertheless finds that such covenants are in whole or in part unreasonable or overly broad, the parties agree that such court or arbitrator shall have the power to equitably reform such covenants in order to narrow the scope, including without limitation, the duration, of such restriction as may be deemed necessary to protect the Mylan Companies’ interests to the maximum extent deemed allowable by law. Notwithstanding the foregoing, in the event that the entirety of Section 6(a) is declared by a court of competent jurisdiction or arbitrator validly selected pursuant to Section 18 of this Agreement to be illegal, unenforceable, or void, the Company shall be relieved of any obligations to provide post-employment payments and benefits to Executive as set forth in Section 9, other than the Accrued Amounts (as defined below)."} +{"idx": 35, "level": 2, "span": "8.    Injunctive Relief\nThe parties agree that in the event of Executive’s violation of Sections 5 and/or 6 of this Agreement or any subsection thereunder, that the damage to the Company will be irreparable and that money damages will be difficult or impossible to ascertain. Accordingly, in addition to whatever other remedies the Company may have at law or in equity, Executive recognizes and agrees that the Company shall be entitled to a temporary restraining order and a temporary and permanent injunction enjoining and prohibiting any acts not permissible pursuant to those sections of this Agreement. Executive agrees that should either party seek to enforce or determine its rights because of an act of Executive which the Company believes to be in contravention of Sections 5 and/or 6 of this Agreement or any subsection thereunder, the duration of the restrictions imposed thereby shall be extended for a time period equal to the period necessary to obtain judicial enforcement of the Company’s rights."} +{"idx": 35, "level": 2, "span": "9.    Termination of Employment"} +{"idx": 35, "level": 3, "span": "(a)    Resignation\n(i) Executive may resign from employment at any time upon 90 days written notice to the Chief Executive Officer. During the 90-day notice period Executive shall continue to perform his duties under this Agreement and shall abide by all other terms and conditions of this Agreement. Additionally, Executive shall use his best efforts to effect a smooth and effective transition to whoever will replace Executive. Mylan reserves the right to accelerate the effective date of Executive’s resignation."} +{"idx": 35, "level": 3, "span": "(b)    Termination for Cause\nIf Mylan determines to terminate Executive’s employment during the term of this Agreement for “Cause” (as defined below) the Company shall have no liability to Executive other than to pay the Accrued Amounts. Executive, however, shall continue to be bound by all provisions of this Agreement that survive termination of employment. For purposes of this Agreement, “Cause” shall mean: (i) Executive’s willful and gross misconduct with respect to the business or affairs of any of the Mylan Companies; (ii) Executive’s insubordination, gross neglect of duties, dishonesty or deliberate disregard of any material rule or policy of any of the Mylan Companies; (iii) Executive’s conviction (including a plea of nolo contendere) for the commission of a crime involving moral turpitude; or (iv) Executive’s conviction (including a plea of nolo contendere) of any felony."} +{"idx": 35, "level": 3, "span": "(c)    Termination Without Cause\nMylan may terminate Executive’s employment at any time without Cause and, provided Executive complies in all respects with his obligations hereunder, Mylan shall pay Executive a lump sum amount equal to his then-current Annual Base Salary, plus a Pro Rata Bonus. Subject to Section 9(j), any such Pro Rata Bonus payment shall be made if and when such bonus payments are made to other executives of the Company for the relevant fiscal year. For 12 months following Executive’s termination of employment, Mylan shall also provide to Executive and/or Executive’s dependents the"} +{"idx": 35, "level": 3, "span": "(d)    Death or Incapacity\nThe employment of Executive shall automatically terminate upon Executive’s death or upon the occurrence of a disability that renders Executive incapable of performing the essential functions of his position within the meaning of the Americans With Disabilities Act of 1990. For all purposes of this Agreement, any such termination shall be treated in the same manner as a termination without Cause, as described in Section 9(c) above, and Executive, or Executive’s estate, as applicable, shall receive all consideration, compensation and benefits that would be due and payable to Executive for a termination without Cause, provided, however, that such consideration, compensation and benefits shall be reduced by any death or disability benefits (as applicable) that Executive or his estate or beneficiaries (as applicable) are entitled to pursuant to plans or arrangements of the Company."} +{"idx": 35, "level": 3, "span": "(e)    Non-Renewal by Company\nIf the Company elects not to renew this Agreement, it may provide notice of nonrenewal no later than 30 days prior to each anniversary of the Effective Date, as applicable, and Executive’s employment shall terminate as of such anniversary, and the Company shall pay Executive a lump sum amount equal the Annual Base Salary, which amount shall be paid within 30 days following Executive’s separation from the Company (subject to Section 9(j) below). For 12 months following a nonrenewal of this Agreement, Mylan shall also provide to Executive and/or Executive’s dependents the Continuation Benefits; provided, however, that Mylan’s obligation to provide the Continuation Benefits shall end at such time as Executive obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party and provided, further, that the parties agree to cooperate such that the Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code. Executive will continue to be bound by all provisions of this Agreement that survive termination of employment."} +{"idx": 35, "level": 3, "span": "(f)    Non-Renewal by Executive\nDuring the period from the date that is 60 days prior to the end of each Renewal Term (which, for the sake of clarity, includes only the second year of this Agreement and annual renewal periods thereafter) through the date that is 30 days prior to the end of the applicable Renewal Term, Executive may provide notice of nonrenewal to the Company, and Company shall pay Executive a lump sum amount equal the Annual Base Salary, which amount shall be paid within 30 days following Executive’s separation from the Company (subject to Section 9(j) below). For 12 months following a nonrenewal of this Agreement, Mylan shall also provide to Executive and/or Executive’s dependents the Continuation Benefits; provided, however, that Mylan’s obligation to provide the Continuation Benefits shall end at such time as Executive obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party and provided, further, that the parties agree to cooperate such that the Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code. Executive will continue to be bound by all provisions of this"} +{"idx": 35, "level": 3, "span": "(g)    Accelerated Vesting of Certain Awards\nIn the event Executive resigns for Good Reason pursuant to Section 9(a), the Company terminates Executive without Cause pursuant to Section 9(c), or Executive’s employment is terminated as a result of non-renewal by the Company pursuant to Section 9(e), in each case prior to the vesting of any portion of the Initial Annual Equity Award or the Sign-On RSUs, then, subject to Section 9(j) below, any portion of the Initial Annual Equity Award or the Sign-On RSUs that are outstanding and remain unvested shall immediately vest as of the date of Executive’s separation from the Company (in the case of any performance-based awards at “target” level performance)."} +{"idx": 35, "level": 3, "span": "(h)    Return of Company Property\nUpon the termination of Executive’s employment for any reason, Executive shall immediately return to Mylan all records, memoranda, files, notes, papers, correspondence, reports, documents, books, diskettes, hard drives, electronic and digital files and materials of any kind, and all copies or abstracts thereof that Executive has concerning any or all of the Mylan Companies’ business. Executive shall also immediately return all keys, identification cards or badges, Company leased or owned automobiles (if any), and other Company property."} +{"idx": 35, "level": 4, "span": "(i)    No Duty to Mitigate\nThere shall be no requirement on the part of Executive to seek other employment or otherwise mitigate damages in order to be entitled to the full amount of any payments and benefits to which Executive is otherwise entitled under any contract and, except as set forth herein with respect to the Continuation Benefits, the amount of such payments and benefits shall not be reduced by any compensation or benefits received by Executive from other employment."} +{"idx": 35, "level": 3, "span": "(j)    Release\nIn order to receive any payments or benefits under this Section 9, other than the Accrued Amounts, Executive shall be required to execute in advance the Company’s customary general release and waiver of any and all claims of any kind, known and unknown, against the Company, its current and former parents, subsidiaries, affiliates, predecessors, and successors, and their respective current and former officers, directors, agents, employees, investors, attorneys, shareholders, fiduciaries, benefit plans, plan administrators, insurers, trustees, and all persons acting with or on behalf of any of them (the “Releasees”), arising out of or relating in any way to (1) Executive’s employment with any of the Mylan Companies, (2) any acts or omissions of any of the Releasees during the course of Executive’s employment with any of the Mylan Companies, or (3) the termination of Executive’s employment with any of the Mylan Companies, including but not limited to a release and waiver of any and all such claims of any kind arising under all federal, state or local statutes, other laws, regulations, or the common law; provided, however, that the release and waiver of claims shall exclude claims relating to vested pension benefits, deferred compensation arrangements, workers’ compensation benefits, unemployment compensation benefits, claims that arise after the release and waiver is signed by Executive, and claims that cannot be released or waived under applicable law. Subject to any six-month delay required pursuant to Section 20 of this Agreement, payment of the amounts due to Employee under Section 9 of this Agreement, other than the Accrued Amounts, shall commence on the first payroll date occurring after the sixtieth (60th) day following"} +{"idx": 35, "level": 2, "span": "18.    Disputes, Arbitration, and Consent to Jurisdiction."} +{"idx": 35, "level": 3, "span": "(a)    Any controversy, dispute or claim arising out of or relating to this Agreement, or the breach hereof, including a claim for injunctive relief, or any claim which, in any way arises out of or relates to, Executive’s employment with the Company or the termination of said employment, including but not limited to statutory claims for discrimination, shall be resolved by arbitration in accordance with the then current rules of the American Arbitration Association respecting employment disputes except that the parties shall be entitled to engage in all forms of discovery permitted under the Pennsylvania Rules of Civil Procedure (as such rules may be in effect from time to time)\nExecutive agrees that Executive may only commence an action in arbitration, or assert counterclaims in an arbitration, on an individual basis and, thus, Executive hereby waives Executive’s right to commence or participate in any class or collective action(s) against the Mylan Companies, as permitted by law. The hearing of any such dispute will be held in Pittsburgh, Pennsylvania, and the losing party shall bear the costs, expenses and counsel fees of such proceeding. Executive and Company agree for themselves, their, employees, successors and assigns and their accountants, attorneys and experts that any arbitration hereunder"} +{"idx": 35, "level": 3, "span": "(b)    Notwithstanding the foregoing, either party may request a court of competent jurisdiction to issue such temporary or interim relief (including temporary restraining orders and preliminary injunctions) as may be appropriate, either before arbitration is commenced or pending the outcome of arbitration, whether either party alleges or claims a violation of this Agreement or any other agreement regarding trade secrets, confidential information, non-competition or non-solicitation\nNo such request shall be a waiver of the right to submit any claim, dispute or controversy to arbitration."} +{"idx": 35, "level": 3, "span": "(c)    In the event either party commences any court action as permitted by subparagraph (b) above, each of the parties hereto irrevocably submits to the exclusive jurisdiction of (i) the Court of Common Pleas of Washington County, Pennsylvania and (ii) the United States District Court for the Western District of Pennsylvania, for the purposes of any suit, action, or other proceeding arising out of in or any way relating to this Agreement or Executive’s employment, and agrees not to commence any action, suit or proceeding relating thereto except in such courts\nEach of the parties hereto further agrees that service of any process, summons, notice or document hand delivered or sent by U.S. certified mail to such party’s respective address set forth in Section 12 of this Agreement will be effective service of process for any action, suit or proceeding in Pennsylvania with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement in (i) the Court of Common Pleas of Washington County, Pennsylvania or (ii) the United States District Court for the Western District of Pennsylvania, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that such action, suit or proceeding brought in such court has been brought in an inconvenient forum."} diff --git a/data/auto_parse/level_freeze/frozen/idx_36.jsonl b/data/auto_parse/level_freeze/frozen/idx_36.jsonl new file mode 100644 index 0000000..d17b6ef --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_36.jsonl @@ -0,0 +1,72 @@ +{"idx": 36, "level": 0, "span": "SIXTH AMENDMENT TO OFFICE LEASE"} +{"idx": 36, "level": 1, "span": "This Sixth Amendment to Office Lease (the “Sixth Amendment”), dated May 10, 2017, is made by and between DOUGLAS\nEMMETT 2008, LLC, a Delaware limited liability company (“Landlord”), and BLACKLINE SYSTEMS, INC., a California corporation (“Tenant\n”). "} +{"idx": 36, "level": 1, "span": "WHEREAS,"} +{"idx": 36, "level": 1, "span": "A. Landlord, pursuant\nto the provisions of that certain Office Lease, dated November 22, 2010 and a certain Memorandum of Lease Term Dates and Rent dated April 21, 2011 (the “Original Memorandum”, and collectively, the “Original\nLease”); as amended by a certain First Amendment to Office Lease dated August 14, 2012 (the “First Amendment”); as further amended by a certain Second Amendment to Office Lease dated December 26, 2013 (the\n“Second Amendment”) and as further amended by a certain Third Amendment to Office Lease dated June 24, 2014, (the “Third Amendment”), as further amended by a certain Fourth Amendment to Office Lease dated\nJanuary 29, 2015 (the “Fourth Amendment”), a Memorandum Of Lease Term Dates And Rent dated May 12, 2015 (“Memorandum Re Third Amendment”), a Fifth Amendment to Office Lease dated October 6, 2016 (the\n“Fifth Amendment”, and together with the Original Lease, Original Memorandum, the First Amendment, Second Amendment, Third Amendment, Memorandum Re Third Amendment, and Fourth Amendment, the “Lease”), leased to\nTenant and Tenant leased from Landlord space in the property located at 21300 Victory Boulevard, Woodland Hills, California 91367 (the “Building”), commonly known as Suites 1000, 1100, and 1200 (collectively, the “Existing\nPremises\n”); "} +{"idx": 36, "level": 1, "span": "B.\n Tenant wishes to expand its occupancy within the Building to include a lease of the Ninth Floor Expansion\nPremises (as defined below in this Sixth Amendment); and "} +{"idx": 36, "level": 1, "span": "C.\n The Term of the Lease for the Existing Premises expires at midnight on\nJanuary 31, 2023, which Term shall be extended for twelve (12) months as provided in this Sixth Amendment to be co-terminus with Tenant’s lease of the Ninth Floor Expansion Premises. \nLandlord and Tenant, for their mutual benefit, wish to revise certain other covenants and provisions of the Lease."} +{"idx": 36, "level": 1, "span": "NOW, THEREFORE, in consideration \nof the covenants and provisions contained herein, and other good and valuable consideration, the sufficiency of which\nLandlord and Tenant hereby acknowledge, Landlord and Tenant agree: "} +{"idx": 36, "level": 2, "span": "1. Confirmation of Defined Terms.\n Unless modified herein, all terms previously\ndefined and capitalized in the Lease shall hold the same meaning for the purposes of this Sixth Amendment. "} +{"idx": 36, "level": 2, "span": "2. Ninth Floor Expansion Premises;\nMust-Take Increments. As used in this Sixth Amendment, the “Ninth Floor Expansion Premises” shall mean the entire ninth (9th) floor of the Building which shall be designated\nas Suite 900. The Ninth Floor Expansion Premises are depicted on Exhibit A attached hereto and made a part hereof by this reference. The Usable Area of the Ninth Floor Expansion Premises is 20,171 square feet and the Rentable Area of the Ninth Floor\nExpansion Premises is 22,094 square feet. Tenant’s occupancy and obligation to pay Rent for the Ninth Floor Expansion Premises shall occur in three phases on the dates set forth below in Section 5.3: the first phase, consisting of a\nRentable Area of 10,000 square feet (“Ninth Floor Expansion Premises A”), which for Landlord’s internal accounting purposes only shall be designated as Suite 900A; the second phase, consisting of a Rentable Area of 6,047 square\nfeet (“Ninth Floor Expansion Premises B”), which for Landlord’s internal accounting purposes only shall be designated as Suite 900B and the third phase, consisting of 6,047 square feet (“Ninth Floor Expansion Premises\nC\n”), which for Landlord’s internal accounting purposes only shall be designated as Suite 900C. Upon the Ninth Floor Expansion Premises Delivery Date (as defined below in Section 3.1), Tenant shall be entitled to construct certain\nImprovements in the entire Ninth Floor Expansion Premises in accordance with Exhibit B attached hereto and made a part hereof by this reference. The rentable square footage for each has been stipulated to by the parties. Landlord represents and\nwarrants that the Usable Area of the Ninth Floor Expansion Premises has been measured by Stevenson Systems, Inc., an independent planning firm, using the 2010 ANSI/BOMA Standard set forth collectively by the American National Standards Institute and\nthe Building Owners and Managers Association, as a guideline. "} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)"} +{"idx": 36, "level": 2, "span": "3. Delivery Date; Lease Term for Ninth Floor Expansion Premises."} +{"idx": 36, "level": 2, "span": "3.1 Delivery Date. The date Landlord grants Tenant exclusive use of and full access to the Ninth Floor Expansion Premises in the\ncondition required in Section 3.2 below shall be referred to as the “Ninth Floor Expansion Premises Delivery Date”. The actual Ninth Floor Expansion Premises Delivery Date, once established, shall be documented in a letter\nprepared by Landlord and executed by Landlord and Tenant promptly after the Ninth Floor Expansion Premises Delivery Date occurs. The anticipated Ninth Floor Expansion Premises Delivery Date is July 15, 2017. Landlord represents and warrants to\nTenant that Suite 955 (a portion of the Ninth Floor Expansion Premises comprised of 1,254 rentable square feet) is currently occupied by a tenant pursuant to a lease with Landlord (the “Suite 955 Lease”). No other premises on the\nninth floor of the Building is occupied or leased or in any way encumbered (except to the extent encumbered by the deed of trust of Bank of America, N.A. as identified in the Bank of America, N.A. SNDA (as defined in Section 9.5 below)).\nCommencing not later than the date of mutual execution of this Sixth Amendment, Landlord shall, at Landlord’s sole cost and expense, use its diligent best efforts to enforce the relocation provisions of the Suite 955 Lease, relocate the\nexisting tenant to other space in the Building and/or require the existing tenant to vacate and surrender possession of Suite 955 on or before July 15, 2017. Once Landlord has possession of Suite 955, Landlord shall, as soon as reasonably\npossible, deliver the entire Ninth Floor Expansion Premises to Tenant in the condition required in Section 3.2 below in all material respects. If Landlord is unable, despite using its diligent best efforts, to deliver possession of the Ninth\nFloor Expansion Premises to Tenant on or before July 15, 2017 due to the existing tenant remaining in occupancy of Suite 955, this Sixth Amendment shall not be void or voidable, nor shall Landlord be liable to Tenant for any damage resulting\nfrom Landlord’s inability to deliver such possession. The Ninth Floor Expansion Premises Delivery Date shall not be deemed to have occurred until the entire Ninth Floor Expansion Premises has been delivered to Tenant in the condition required\nin Section 3.2 below in all material respects. Landlord acknowledges that the date Tenant is able to commence construction of the Improvements in the Ninth Floor Expansion Premises is a material inducement to Tenant’s agreement to enter\ninto this Sixth Amendment. If the Ninth Floor Expansion Premises Delivery Date has not occurred on or before August 31, 2017 (“Outside Delivery Date\n”) for any reason except a delay caused by the Tenant, then, Tenant shall\nreceive a day for day abatement of Rent due for the entire Ninth Floor Expansion Premises for each day after the Outside Delivery Date that the Ninth Floor Expansion Premises Delivery Date has not occurred provided, however, such Outside Delivery\nDate shall be extended one (1) day for each day the Ninth Floor Expansion Premises Delivery Date has not occurred solely as a result of Force Majeure; provided further, however, such Outside Delivery Date shall not be extended more than a\nmaximum aggregate combined total of thirty (30) days as a result of Force Majeure. Any such abatement shall be applied to, and offset against, Rent next becoming due and payable under the Lease for the Ninth Floor Expansion Premises and shall\ncontinue to be applied to, and offset against, such Rent until the amount of abatement to which Tenant is entitled under this paragraph is exhausted. If the Ninth Floor Expansion Premises Delivery Date has not occurred on or before thirty\n(30) days after the Outside Delivery Date (as may be extended in accordance with the terms of this Section 3.1), then Tenant shall have the right to terminate this Sixth Amendment (in which event all prepaid amounts shall be promptly\nrefunded to Tenant), by giving written notice to Landlord within ten (10) business days after such failure. Landlord shall have five (5) business days after receipt of such notice to cure such failure and, if Landlord has not cured the\nmatter within such time period, this Sixth Amendment shall terminate. If such notice of termination is not so given by Tenant within said ten (10) business day time period, then this Sixth Amendment shall continue in full force and effect. "} +{"idx": 36, "level": 2, "span": "3.2 Delivery Conditions.\n Except as otherwise set forth in this Sixth Amendment, on the Ninth Floor Expansion Premises Delivery Date\nLandlord shall, at Landlord’s sole cost and expense and not as part of the Allowance (as defined in Exhibit B attached hereto), deliver exclusive possession of the Ninth Floor Expansion Premises to Tenant, in accordance with the base building\ndefinition attached hereto as Exhibit C, in broom-clean condition and free of any tenancies (and with all personal property of any prior occupants "} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)\nremoved), subject to Landlord’s obligations under the Lease and this Sixth Amendment. Tenant shall accept the Ninth Floor Expansion Premises, in its\n“as-is” condition, on the Ninth Floor Expansion Premises Delivery Date, and subject to (a) Landlord’s ongoing repair and maintenance obligations under the Lease and this Sixth Amendment,\n(b) any latent defects of which Tenant notifies Landlord in writing within twelve (12) months after the Ninth Floor Expansion Premises Delivery Date, and (c) subject to the following representations and warranties by Landlord as of\nthe Delivery Date: (i) the Building and mechanical systems serving the Ninth Floor Expansion Premises shall be in proper working order and repair; and (ii) the Building systems serving the Ninth Floor Expansion Premises shall provide\nelectrical and HVAC capacity for Building standard office use consistent with Class A buildings in the Woodland Hills Area. Prior to the use of or construction in the Ninth Floor Expansion Premises Delivery Date, Tenant shall deliver to\nLandlord a copy of its certificate of insurance evidencing the insurance required under Article 19 of the Lease for the Ninth Floor Expansion Premises."} +{"idx": 36, "level": 2, "span": "3.3 Construction in the Ninth Floor Expansion Premises. Tenant’s use of the Ninth Floor Expansion Premises from and after\nthe Ninth Floor Expansion Premises Delivery Date and until the date Fixed Monthly Rent commences for Ninth Floor Expansion Premises A (the “Construction Period\n”) shall be upon all of the terms and conditions of the Lease, as amended\n(including required insurance coverage), except that Tenant shall not be obligated to pay Fixed Monthly Rent or Additional Rent for the Ninth Floor Expansion Premises except as and when required as specified in Section 5.3 below. During the\nConstruction Period and during Normal Business Hours, Tenant shall not be obligated to pay for Building standard HVAC, provided that Tenant shall pay for Excess HVAC in accordance with the terms and conditions of the Lease, and any above-standard\njanitorial or security services voluntarily requested by Tenant (janitorial service will not be provided during construction in the Ninth Floor Expansion Premises unless requested and paid for by Tenant; janitorial services during the Term is\nfurther described in Section 9.11 below). Tenant’s contractor parking and other vendor parking and, subject to reasonable advance scheduling, their use of the freight elevator(s), loading docks, hoists and customary and reasonable like\nitems during the Construction Period shall be free of charge if used in connection with the Improvements. Landlord shall make available reasonably sufficient parking in the Building parking facility for such contractors and vendors. During the\nConstruction Period Tenant shall be subject to Landlord’s reasonable administrative control and supervision with respect to the Ninth Floor Expansion Premises. Tenant shall be entitled to construct the Improvements in the Ninth Floor Expansion\nPremises and Existing Premises in accordance with and subject to the terms of Exhibit B. To Landlord’s knowledge, Landlord has received no written notice in effect as of the date of this Sixth Amendment of any Code or other legal violations\nrelating to the Ninth Floor Expansion Premises or relating to the Building that would increase the cost of, or time to construct, the Improvements. Tenant shall be responsible for Code compliance within the Ninth Floor Expansion Premises and the\nImprovements to be constructed, such as but not limited to restrooms, exiting modifications due to the configuration of the Ninth Floor Expansion Premises (and the anticipated demolition by Tenant of the multi-tenant corridor) or fire life safety\nrequirements and improvements required by applicable law for the Ninth Floor Expansion Premises, subject to Landlord’s obligations under the Lease. "} +{"idx": 36, "level": 2, "span": "3.4 Term Commencement Date and Term; Rent Commencement and Occupancy Dates. The term of the lease by Tenant of the Ninth Floor\nExpansion Premises (the “Ninth Floor Expansion Premises Term”) shall commence on the earlier of December 18, 2017, which date is subject to day for day extensions for each day of any Landlord Delay and/or Force Majeure and/or\nGovernmental Delay, or the date Tenant occupies any material portion of the Ninth Floor Expansion Premises and conducts material business therein (in a manner that would indicate Tenant has commenced the conduct of business in the Ninth Floor\nExpansion Premises) during such occupancy (the “Ninth Floor Expansion Premises Commencement Date”) and shall continue through 11:59 p.m. on January 31, 2024 (which shall be the revised “Termination Date\n” for\nall purposes in the Lease). Notwithstanding the foregoing, if for any reason (other than Tenant’s failure to accept delivery of the Ninth Floor Expansion Premises when offered by Landlord), the Ninth Floor Expansion Premises Delivery Date has\nnot occurred on or before July 21, 2017, the Ninth Floor Expansion Premises Commencement Date shall be the earlier of the 150th day after the Ninth Floor Expansion Premises Delivery Date, which 150-day\nperiod is subject to day for day extensions for each day of any Landlord Delay and/or Force Majeure and/or Governmental Delay, or the date Tenant occupies any material portion of the Ninth Floor Expansion Premises and conducts material business\ntherein during such occupancy (in a manner that "} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)\nwould indicate Tenant has commenced the conduct of business in the Ninth Floor Expansion Premises) and the Termination Date shall be 11:59 p.m. on the last calendar day of the month occurring\nseventy-three (73) months after the Ninth Floor Expansion Premises Commencement Date. Notwithstanding the foregoing, in the event the Ninth Floor Expansion Premises Commencement Date is extended because of a Landlord Delay, Force Majeure and/or\nGovernmental Delay (as defined in Section 3.5 below), and/or the Ninth Floor Expansion Premises Delivery Date occurs after July 21, 2017, then the Termination Date shall not be later than April 30, 2024 (subject to Tenant’s\nextension rights under the Lease). Upon the occurrence of the Ninth Floor Expansion Premises Commencement Date, the defined “Premises” shall consist of the Existing Premises and the Ninth Floor Expansion Premises."} +{"idx": 36, "level": 2, "span": "3.5 Rent and Occupancy Commencement Dates. Notwithstanding the occurrence of the Ninth Floor Expansion Premises Commencement Date,\nTenant’s occupancy of the Ninth Floor Expansion Premises and Tenant’s obligation to pay Fixed Monthly Rent shall occur in three phases. For the avoidance of any doubt, all of the dates set forth in this Section 3.5 shall be extended\non a day-for-day basis for each day on which there is Landlord Delay, Force Majeure and/or “Governmental Delay”. Governmental Delay shall mean an actual\ndelay in constructing the Improvements caused by delay in plan check, permitting or inspections by the City of Los Angeles Department of Building and Safety (the “City"} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)\nPremises Commencement Date set forth in Section 3.4 above) as of the date of delivery and Tenant shall\nhave no obligation to pay Fixed Monthly Rent or Additional Rent (without limiting Section 6 below) for any portion of the Ninth Floor Expansion Premises until the applicable date for commencement of Fixed Monthly Rent for such portion as set\nforth in Section 5.3 below and Tenant’s obligation to pay such Fixed Monthly Rent shall occur in three phases."} +{"idx": 36, "level": 2, "span": "4. Extension of Term for the\nExisting Premises. The Term of the Lease of the Existing Premises is hereby extended (“Extended Term\n”) from and including February 1, 2023 through the Termination Date (as defined in Section 3.4 above). "} +{"idx": 36, "level": 2, "span": "5. Fixed Monthly Rent; Fixed Monthly Rent Deferral."} +{"idx": 36, "level": 2, "span": "5.1. Existing Premises Fixed Monthly Rent. \nCommencing on February 1, 2023, and continuing through the Termination Date, Fixed\nMonthly Rent for the Existing Premises shall be $178,742.43 per month. "} +{"idx": 36, "level": 2, "span": "5.2. Existing Premises Rent Deferral. Notwithstanding the\nforegoing, Tenant shall be permitted to defer fifty percent (50%) of the Fixed Monthly Rent due for the Existing Premises in each of the following months: February 2023 and March 2023 (collectively, the amount of Fixed Monthly Rent deferred shall be\nreferred to herein as the “Rent Deferral Amount\n”), in addition to (and not in lieu of) the rent deferral for the Existing Premises already set forth in the Lease. So long as Landlord has not terminated the Lease prior to the\nTermination Date in accordance with the terms and conditions of the Lease as a result of a material default of Tenant under the Lease beyond all applicable notice and cure periods, the entire Rent Deferral Amount shall be abated and forgiven as of\nthe Termination Date; provided, however, that if Landlord has terminated the Lease prior to its then scheduled expiration date in accordance with the terms and conditions of the Lease as a result of a material default of Tenant under the Lease\nbeyond all applicable notice and cure periods, then (a) Tenant shall pay to Landlord upon demand the entire Rent Deferral Amount due for the months of the Term prior to the occurrence of such material default, and (b) Tenant shall not be\nentitled to any additional or future deferral of Fixed Monthly Rent. "} +{"idx": 36, "level": 2, "span": "5.3 Ninth Floor Expansion Premises Fixed Monthly Rent. \nTenant\nshall pay Fixed Monthly Rent for the Ninth Floor Expansion Premises as follows (For the avoidance of any doubt, all of the dates set forth in this Section 5.3 shall be extended on a day-for-day basis for each day on which there is Landlord Delay and/or Force Majeure and/or Governmental Delay) "} +{"idx": 36, "level": 1, "span": "Ninth Floor Expansion Premises A"} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)"} +{"idx": 36, "level": 1, "span": "Ninth Floor Expansion Premises B"} +{"idx": 36, "level": 1, "span": "Ninth Floor Expansion Premises C"} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)"} +{"idx": 36, "level": 2, "span": "5.4. Ninth Floor Expansion Premises Rent Deferral. "} +{"idx": 36, "level": 2, "span": "6. Base Year; Modification to Operating Expense Cap. \nThe Base Year for the Ninth Floor Expansion Premises shall be calendar year 2018. As set forth in\nSection 4.2 of the Original Lease, the Base Year for Suite 1200 is calendar year 2011; as set forth in Section 10 of the First Amendment, the Base Year for Suite 1100 is calendar year 2013; and as set forth in Section 12 of the Third\nAmendment, the Base Year for the Expansion Premises (as defined in the Third Amendment and referred to in the Third Amendment as the “Expansion Premises Base Year”) is calendar year 2015. Effective on January 1, 2018, the Base Year\nfor the entire Premises shall be calendar year 2018, and shall continue to be the Base Year for the entire Premises after the extension of the Term pursuant to Section 4 above. \nThe Expense Cap under Section 4.2 of the Original Lease as amended in Section 12 of the Third Amendment shall apply to the Ninth\nFloor Expansion Premises (in addition to the Existing Premises) effective on the Ninth Floor Expansion Premises Commencement Date. Tenant’s Share for the Ninth Floor Expansion Premises shall be 9.09%. Tenant shall commence payment of\nTenant’s Share of Operating Expenses (for the entire Ninth Floor Expansion Premises) on January 1, 2019 (or, if later, the 1-year anniversary of the Ninth Floor Expansion Premises Commencement Date).\nSection 8 of the Third Amendment (Proposition 13) shall also apply to the Ninth Floor Expansion Premises (making such Section apply to the entire Premises, including the Ninth Floor Expansion Premises), except the Protection Period shall be\nextended for a period of one year, expiring on January 31, 2021 and during the last year of the Protection Period (as amended) Tenant shall only be obligated to pay seventy-five percent (75%) of the Tax Increase allocable to any Reassessment\nthat would otherwise be included in Operating Expenses (or any increases based on such portion) (i.e., same as under Section 8.1(d) of the Third Amendment).\nSection 9 of the Third Amendment (Proposition 8) shall also apply to the Ninth Floor Expansion Premises (making such Section apply to the entire\nPremises, including the Ninth Floor Expansion Premises)."} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)"} +{"idx": 36, "level": 2, "span": "7. Credit Enhancements."} +{"idx": 36, "level": 2, "span": "7.1 Modification to Security Deposit.\n Landlord acknowledges that it currently holds the sum of $162,938.28 as a Security Deposit under\nthe Lease, which amount Landlord shall continue to hold through the Term, in accordance with the terms and conditions of the Lease, unless otherwise applied pursuant to the provisions of the Lease. Concurrent with Tenant’s execution and\ntendering to Landlord of this Sixth Amendment, Tenant shall tender to Landlord the sum of $58,411.77, which amount Landlord shall add to the Security Deposit already held by Landlord, so that thereafter, through the New Expansion Term, provided the\nsame is not otherwise applied, Landlord shall hold a total of $221,350.05 as a Security Deposit on behalf of Tenant. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, and all other laws, statutes, ordinances or\nother governmental rules, regulations or requirements now in force or which may hereafter be enacted or promulgated, which (i) establish the time frame by which Landlord must refund a security deposit under a lease, and/or (ii) provide\nthat Landlord may claim from the Security Deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those\nsums specified in Lease Article 18 and/or those sums reasonably necessary to compensate Landlord for any loss or damage caused by Tenant’s breach of the Lease or the acts or omission of Tenant or any Tenant Party (as defined in the Lease). "} +{"idx": 36, "level": 2, "span": "7.2 Modifications to the Letter of Credit. Landlord is the beneficiary under a certain Irrevocable Standby Letter of Credit No\nSVBSF006643 dated January 13, 2011 issued by Silicon Valley Bank (the “Letter of Credit”) in the principal amount of $400,000 (the “LC Amount\n”) as more particularly described in Article 27 of the Original\nLease, as amended by Section 7.2 of the Third Amendment. Landlord and Tenant hereby agree that the terms and conditions of the Lease regarding the Letter of Credit are hereby amended as follows: "} +{"idx": 36, "level": 3, "span": "(a)\n The LC Amount shall be reduced to $200,000 on January 1, 2018, provided that the LC Amount shall be reduced\nonly if (i) there does not then exist a material default by Tenant of its obligations or liabilities under this Lease beyond all applicable notice and cure periods, and (ii) neither the Lease nor Tenant’s right to possession of the\nPremises has been terminated as a result of a material default by Tenant beyond all applicable notice and cure periods. "} +{"idx": 36, "level": 3, "span": "(b) \nThe final date of expiry of the Letter of Credit shall be December 31, 2018, at which time Landlord shall\nrelinquish and deliver the Letter of Credit to Tenant, and there shall not be any further obligation whatsoever for a letter of credit under the Lease (and Tenant shall have no further obligations, and Landlord shall have no further rights or\nremedies, under Article 27 of the Original Lease, as amended), provided that (i) there does not then exist a material default by Tenant of its obligations or liabilities under this Lease beyond all applicable notice and cure periods, and\n(ii) neither the Lease nor Tenant’s right to possession of the Premises has been terminated as a result of a material default by Tenant beyond all applicable notice and cure periods. \nOn or before July 1, 2017, Tenant shall deliver to Landlord a replacement Letter of Credit or amendment to the Letter of Credit which\nincorporates the changes set forth above in clauses (a) and (b)."} +{"idx": 36, "level": 2, "span": "8. Parking Permits; Parking Discounts; Electric Vehicle Charging Stations."} +{"idx": 36, "level": 2, "span": "8.1. Expansion Premises\n. Notwithstanding any contrary provision in the Lease, as amended, throughout the Ninth Floor Expansion\nPremises Term (as may be extended), with respect to the Ninth Floor Expansion Premises, Tenant shall have the right but not the obligation to purchase up to 111 parking permits, of which up to ten (10) permits shall be, at Tenant’s sole\noption, for non-tandem reserved parking stalls (8 of which shall be full-sized stalls and 2 of which shall be compact stalls). Tenant’s reserved parking shall be\nlocated in the stalls specified on Exhibit E. Tenant’s parking permits shall allow Tenant to park in the Building parking facility at the posted monthly parking rates and charges then in effect (subject to the discount set forth in\nSection 8.2 below), including any and all applicable taxes, provided that such rates may be changed from time to time in Landlord’s sole discretion, subject to the last sentence of this Section 8.1, and except as may otherwise be set\nforth in the Lease. The parking permit rates in effect as of the date of this Sixth Amendment (without taking into account the discount specified below in Section 8.2) are as follows: $118.00 per month per single unreserved permit (including\nCity of Los Angeles taxes), and $173.00 per month per single reserved permit (including City of Los Angeles taxes). Landlord agrees that the parking permit rates at the Building shall remain comparable to the rates being charged at comparable\nClass A buildings in the Warner Center area. "} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)"} +{"idx": 36, "level": 2, "span": "8.2. Discounts.\n With respect to the parking permits and validations purchased for the\nNinth Floor Expansion Premises in connection with this Sixth Amendment as specified in Section 8.1 above, commencing on the Ninth Floor Expansion Premises Commencement Date and continuing throughout the Termination Date Tenant shall receive a\nforty percent (40%) discount on all permits and validations purchased in connection with the Ninth Floor Expansion Premises parking (so long as such visitor validations are purchased by Tenant on a bulk basis in increments of $500.00). In addition,\nTenant’s parking discounts for all other parking permits and validations under the Lease, and all of Tenant’s other parking rights under the Lease, shall continue in effect for the remainder of the Term (as may be extended). "} +{"idx": 36, "level": 2, "span": "8.3 Electric Vehicle Charging Stations. Tenant shall have the right to install two (2) additional electric vehicle charging\nstations (collectively, the two (2) stations, identification signage and all related equipment and wiring, including, without limitation conduit(s), transformers and submeter(s), shall be referred to as the “EVCS”) in two of\nthe reserved stalls granted under Section 8.1 above in locations of the Building parking facility approved by Landlord for Tenant’s exclusive use, which approval shall not be unreasonably withheld, conditioned or delayed. The spaces\ndepicted on Exhibit D (stalls 67 and 70) are approved by Landlord for such use (without limiting Landlord’s obligation to reasonably approve other spaces). All costs and expenses of planning, permitting, installation, electricity consumption\n(including cost any submeter(s) and above-standard electrical infrastructure), insurance (if reasonably required by Landlord’s property management), and repair and maintenance of the EVCS shall be paid by Tenant. Tenant shall perform the\ninstallation of the EVCS (the “EVCS Work\n”) (a) using licensed contractors approved in advance by Landlord; provided, however, Moffa Electrical Engineering Inc. and SemaConnect are hereby approved by Landlord; (b) in good\nworkmanlike manner and in accordance with applicable law and plans and specifications approved in advance by Landlord (provided, however, Landlord hereby approves plans and specifications consistent with the plans and specifications for the EVCS\nWork performed in connection with the Fifth Amendment, pursuant to which two (2) EVCS were installed in stalls 68 and 69 as shown on Exhibit D attached hereto); (c) in a manner so as not to unreasonably disturb tenants and their invitees or\nimpair their access into and out of the Building parking facilities or any Common Areas; and (d) during such reasonable time periods as prescribed by Landlord. With respect to all matters subject to Landlord’s approval under the foregoing\nsubsections (a) and (b), Landlord’s approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall timely pay all contractors performing the EVCS Work. If any liens arise against the Building as a result of the EVCS\nWork, Tenant shall promptly, at Tenant’s sole expense, remove such liens and provide Landlord evidence that the title to the Building has been cleared of such liens. The contractors performing the EVCS Work shall be subject to Landlord’s\nreasonable rules and regulations for contractors working in the Project (including, without limitation, insurance requirements). Landlord and Tenant shall meet and confer at mutually acceptable times to review Tenant’s plans and schedule the\nEVCS Work. Landlord shall read the submeter(s) that will record electrical consumption by the EVCS and bill Tenant for the cost thereof monthly. Tenant shall pay the amount of the electrical bill to Tenant within thirty (30) days after\nTenant’s receipt of the invoice. The EVCS shall be and remain Tenant’s property, and Tenant may remove or replace the same from time to time, including, without limitation, at the expiration or earlier termination of the Lease Term;\nhowever, Tenant may, at Tenant’s option, leave the EVCS specified in this Section 8.3 and the EVCS specified in the Fifth Amendment in their then existing area and condition at the expiration or earlier termination of the Term without any\nrestoration requirement (notwithstanding any contrary provision in the Fifth Amendment). Tenant shall pay to repair any damage to the EVCS (excluding normal wear and tear) caused by Tenant or any of its contractors or employees. "} +{"idx": 36, "level": 2, "span": "9. Miscellaneous Amendments.\n The Lease is hereby amended as set forth in this Section 9 (all Section and Article references shall be references to\nthe Original Lease unless specified otherwise). "} +{"idx": 36, "level": 2, "span": "9.1 Option to Extend Term. \nThe Option set forth in Article 23 of the Original\nLease and amended in Section 9.1 of the First Amendment and in Section 11.1 of the Third Amendment is hereby further amended to (a) include the Ninth Floor Expansion Premises (in addition to the Existing Premises); and (b) change\nthe reference to the Termination Date to the Termination Date as defined in this Sixth Amendment. For the avoidance of any doubt, Section 11.1(c) of the Third Amendment shall remain in full force and effect, "} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)\nincluding, but not limited to, with respect to the Ninth Floor Expansion Premises, and an extension of the Term shall have the same meaning in this Sixth Amendment as an extension of the Ninth\nFloor Expansion Premises Term."} +{"idx": 36, "level": 2, "span": "9.2 Right of First Offer. The “Right of First Offer\n” shall mean the right of first\noffer set forth in Sections 24.1, 24.2 and 24.3 of the Original Lease, as amended by Section 9.2 of the First Amendment and Section 11.2 of the Third Amendment. The Right of First Offer shall remain in full force and effect except as\namended as follows: "} +{"idx": 36, "level": 1, "span": "a) Section 24.1a) of the Original Lease, as amended by Section 11.2(a) of the Third Amendment, is hereby\ndeleted in its entirety and Landlord and Tenant agree that the right of first offer shall be subject and subordinate only to the following written rights, in their form and content existing as of the date of this Sixth Amendment, granted to other\ntenants in the Building prior to the date hereof (collectively, the “Superior Rights\n”): Western Pacific Housing, Suite 700: a right of first negotiation to any space on the 7th floor; Carlson Wagonlit, Suite 500: a right of first\noffer to any contiguous space on the 5th floor; and Tobin Lucks, Suites 300, 200 and 460: a right of first refusal on any space on 4th or 5th floors. Notwithstanding anything to the contrary herein, Landlord shall not expand or extend or otherwise\nmodify in a manner adverse to Tenant any Superior Rights, and Landlord represents and warrants to Tenant that the Superior Rights (in their form and content existing as of the date of this Sixth Amendment) are the sole and exclusive rights that are\nsuperior to Tenant’s right of first offer. Additionally, at such time as Landlord delivers a notice to Tenant regarding the potential lease of any of the Expansion Premises under Section 24.1 or 24.4 (as each is amended), Landlord shall be\ndeemed to have represented and warranted to Tenant that the rights of all holders of Superior Rights are no longer in effect with respect to the Expansion Premises in question and the particular transaction in question. "} +{"idx": 36, "level": 1, "span": "b) \nThe “Expansion Premises” as defined in Section 24.1 shall mean any demised office space on any of floors three (3),\nseven (7) or eight (8) in the Building, and any other space in the Building that is equal to or greater than 5,000 rentable square feet. "} +{"idx": 36, "level": 1, "span": "c)\n Notwithstanding anything to the contrary in the Lease, the Right of First Offer shall remain effective as of the date this Sixth\nAmendment is mutually executed and shall continue in effect through the expiration of the Ninth Floor Expansion Premises Term (as may be extended), and the Right of First Offer shall be a continuing right and shall not expire or terminate during the\nTerm (as may be extended). \nNotwithstanding anything in the Lease or this Sixth Amendment, (i) the Right of First Offer may be\nexercised by Tenant or any Affiliate assignee, or any other permitted assignee, (ii) Tenant’s exercise of its Right of First Offer and/or Right of First Refusal shall not affect Tenant’s right to exercise its Termination Option in the\nLease; and (iii) the terms of Section 24.5 of the Original Lease shall remain in full force and effect (subject to Landlord’s obligations under this Sixth Amendment)."} +{"idx": 36, "level": 2, "span": "9.3 First Refusal. The “Right of First Refusal” set forth in Section 24.4 of the Original Lease, as amended by\nSection 9.2 of the First Amendment and Section 11.3 of the Third Amendment is hereby deleted in its entirety, and replaced with the following right of first refusal: Subject and subordinate only to any Superior Rights if at any time during\nthe Term (as may be extended) Landlord receives a bona fide proposal for any space on any of the third (3rd) floor, seventh (7th) or eighth (8th) floors of the Building (whether or not such space has been the subject of an Offer Notice under Tenant’s right of first offer), Landlord shall deliver written notice thereof to Tenant along\nwith a copy of the applicable proposal, letter of intent or term sheet setting forth the material terms of such offer, but with the identity of the proposed tenant and other information Landlord deems confidential redacted and not required to be\ndisclosed to Tenant (the “RFR Notice”). Tenant shall have four (4) business days after receipt of RFR Notice from Landlord to advise Landlord of Tenant’s election (the “RFR Acceptance\n”) to lease the\nsubject premises on the same terms and conditions as Landlord has specified in its RFR Offer Notice, provided that the term of lease for the subject premises shall be co-terminous with the Term of the Lease.\nIf the RFR Acceptance is so given, then promptly thereafter, Landlord and Tenant shall sign an amendment to the Lease, adding the subject premises to the Premises and incorporating all of the terms and conditions originally contained in\nLandlord’s Offer Notice. If Tenant does not tender the RFR Acceptance of the RFR Offer Notice, within the time periods set forth herein, "} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)\nthen Landlord may lease the subject premises to any third party it chooses without liability to Tenant on all of the same material terms and conditions as those specified in Landlord’s RFR\nOffer Notice, subject to Tenant’s rights under this Section 9.3. Notwithstanding anything to the contrary in the Lease, the Right of First Refusal shall be a continuing right and shall not expire or terminate during the Term (as may be\nextended), and the Right of First Refusal may be exercised by Tenant or any Affiliate assignee or any other permitted assignee."} +{"idx": 36, "level": 2, "span": "9.4\nTermination Option. The “Termination Option” shall mean the option granted to Tenant to terminate the Lease early as set forth in Article 25 of the Original Lease and as amended by Section 9.3 of the First Amendment and\nSection 11.4 of the Third Amendment. The Termination Option shall remain in full force and effect and shall include the Ninth Floor Expansion Premises (in addition to the Existing Premises), except that such Termination Option is hereby amended\nas follows: (a) the “Early Termination Date” shall mean 11:59 p.m. Los Angeles time on January 31, 2022; (b) the “Notice Period Expiration Date\n”, shall mean January 31, 2021; (c) the termination\ncompensation shall be the unamortized amount of any lease commission, and the unamortized amount of the Allowance, disbursed by Landlord in connection with this Sixth Amendment (and not in connection with the Original Lease or any prior amendment)\nor, unless otherwise agreed to by the parties, any expansion amendment between Landlord and Tenant executed after the date hereof (unless otherwise stated in any such amendment), which shall be amortized over the period commencing on the Ninth Floor\nExpansion Premises Commencement Date and ending on the earlier of the Termination Date or January 31, 2024, on a straight line basis at an interest rate of eight percent (8%) per annum as of the Early Termination Date, (d) for the\navoidance of any doubt, an expansion of the Premises shall not terminate, delete, nullify or void the Termination Option (provided that, unless otherwise agreed to by the parties, for future expansions, if any, the termination compensation shall\ninclude the unamortized reasonable cost of improvements, if any, provided and paid for by Landlord for the benefit of Tenant in the form of a turn key or build to suit in the event no Allowance is provided), and (e) Section 25.4 of the\nOriginal Lease as amended and restated in its entirety in Section 11.4 of the Third Amendment, is hereby amended and restated (and shall be fully incorporated in the Lease as if set forth therein) as follows: “Section 25.4.\nExpiration of Option to Terminate Early. Provided that Tenant has not already delivered the Termination Notice specified hereinabove, then, effective on February 1, 2021, the provisions of this Article 25 shall be deemed null, void and\nof no further force or effect.” "} +{"idx": 36, "level": 2, "span": "9.5. SNDA. Tenant and Bank of America, NA, as Administrative Agent, are parties to a\nSubordination, Non-Disturbance and Attornment Agreement dated August 26, 2014 (“Bank of America SNDA\n”). Landlord shall use its most diligent efforts to deliver Lender’s written\nconsent to this Sixth Amendment in order to comply with Section 4(i) of the Bank of America SNDA within thirty (30) days after this Sixth Amendment is executed and delivered by the parties, which written consent shall include a written\nstatement that the terms and provisions of the Bank of America SNDA cover the entire Premises, including the Ninth Floor Expansion Premises (or in lieu of such written statement, Landlord shall use its most diligent efforts to cause Lender to\nexecute and record an amended and restated Bank of America SNDA that covers the entire Premises, including the Ninth Floor Expansion Premises). Upon the mutual execution and delivery of this Sixth Amendment, Landlord shall be deemed to represent and\nwarrant to Tenant that Landlord has obtained any and all necessary consents for the execution of this Sixth Amendment, and all necessary consents relating to Landlord’s existing loan related to the Bank of America SNDA (which Landlord\nrepresents and warrants is the only loan encumbering the Building as of the date hereof) have been obtained. "} +{"idx": 36, "level": 2, "span": "9.6. ADA Compliance.\n\nLandlord’s representations, warranties and covenants under Section 20.25 of the Original Lease are hereby ratified, and re-made (subject to, with respect to the Existing Premises only, any changes in\nlaw enacted since the original Commencement Date under the Original Lease or the Expansion Premises Commencement Date under the Third Amendment) as of the date hereof with respect to both the Existing Premises (excluding any Tenant Change in the\nExisting Premises with respect to which Landlord’s approval was not given but was required under the Lease) and the Ninth Floor Expansion Premises (except for Tenant’s obligation to cause the restrooms in the Premises to comply with Code\nto the extent set forth in Section 5.1 of Exhibit B). "} +{"idx": 36, "level": 2, "span": "9.7. Directory and Suite Signage.\n Tenant may, in its sole discretion,\ninstall building standard signage per a building standard location at the entrances of the Ninth Floor Expansion Premises at Tenant’s sole cost "} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)\nand expense, payable by Tenant to Landlord within thirty (30) days after Landlord’s receipt of\nwritten invoice. If required by applicable law (such as, without limitation, any fire codes or regulation), or otherwise desired by Landlord, Landlord shall, at Landlord’s sole cost and expense, install building standard signage per a building\nstandard location at the entrances of the Ninth Floor Expansion Premises. Tenant, in its sole and absolute discretion, may elect to have its names grouped in one location of the directory board, at Landlord’s sole cost and expense, in any area\nreasonably designated by the Landlord in addition to having such names individually listed alphabetically per one line per 1,000 rentable square feet in the Ninth Floor Expansion Premises not to exceed twenty (20) lines, subject to space\navailability. For the avoidance of any doubt, Tenant’s signage rights currently in the Lease shall remain in full force and effect throughout the Term (as may be extended)."} +{"idx": 36, "level": 2, "span": "9.8 Standards for Building HVAC; Excess HVAC. Landlord hereby represents and warrants that, as of the date hereof, the HVAC system\nserving the Building is capable of providing Tenant’s Premises with a temperature of 73 degrees Fahrenheit, plus or minus 2 degrees Fahrenheit and subject to variance in extreme outdoor temperature conditions (“Temperature\nRange\n”). Landlord shall use commercially reasonable efforts to maintain the Temperature Range in the Premises during Normal Business Hours and any time periods when Tenant orders Excess HVAC. \nIf Tenant requires Excess HVAC in the Ninth Floor Expansion Premises Tenant shall make its request during Normal Business Hours via\nLandlord’s internet-based HVAC request platform known as the Genea system, which is currently administered by providing Excess HVAC access via an internet log-in to the Tenant, which will activate the\nExcess HVAC. Any replacement or modification of the Genea system shall comparable in quality and efficiency. There shall be a one (1)-hour minimum charge for Excess HVAC when such Excess HVAC is ordered. Tenant’s request shall be deemed\nconclusive evidence of its willingness to pay the cost for excess HVAC pursuant to this Section 9.8. Notwithstanding anything to the contrary in the Lease or this Sixth Amendment, the cost for Excess HVAC for the Ninth Floor Expansion Premises\nshall not exceed Landlord’s reasonable cost thereof, which shall only include the actual cost of utilities charged by the third party utility provider, plus a reasonable allowance for accelerated depreciation and additional maintenance for the\nBuilding HVAC systems as a result of the Excess HVAC used by Tenant in the Ninth Floor Expansion Premises (which shall be substantiated in writing to Tenant upon Tenant’s request therefor). Notwithstanding anything to the contrary in the Lease\nor this Sixth Amendment, in no event shall charges for Excess HVAC include an administrative, supervision or other like fee. As of the date of this Lease, Landlord’s cost for the Ninth Floor Expansion Premises Excess HVAC (and the after-hours\ncharge to Tenant for Excess HVAC for the Ninth Floor Expansion Premises) is $43.12 per hour."} +{"idx": 36, "level": 2, "span": "9.9 Key Card Systems; Internal\nStaircase.\n Section 11.8 of the Third Amendment (Key Card Systems) and Section 11.10 (Internal Staircase) shall also apply to the Ninth Floor Expansion Premises and the 9th floor.\nLandlord agrees to use commercially reasonable efforts to address Tenant’s security concerns regarding access by third parties using the Building freight elevator to the floors leased by Tenant, as part of Operating Expenses. Landlord agrees to\nmeet and confer with Tenant promptly after this Sixth Amendment is mutually executed and delivered to discuss one or more proposals regarding the issue. "} +{"idx": 36, "level": 2, "span": "9.10 Liability.\n Section 18.4 is hereby modified to provide that, notwithstanding anything to the contrary set forth in the Lease,\nincluding, without limitation, Article 18 of the Original Lease, neither Landlord nor Tenant shall not be liable in any event for any punitive, special, incidental or consequential damages (including, without limitation, loss of income, lost profits\nor loss of goodwill), except, with respect to Tenant, damages under Section 2.2 of the Original Lease (holdover), and furthermore it being agreed by Landlord and Tenant that any rental obligations owed (and not paid) to Landlord under the Lease\nshall be deemed to be Landlord’s actual direct damages, and not consequential damages. "} +{"idx": 36, "level": 2, "span": "9.11. Above Standard Janitorial\nService.\n Landlord shall continue to provide janitorial services to the entire Premises in accordance with Section 8.3 of the Original Lease (as amended herein) and the janitorial specifications attached as Exhibit I to the Original Lease.\nSection 8.3 of the Original Lease is hereby amended to provide that Tenant agrees to pay for all janitorial services utilized by Tenant or requested by Tenant and furnished to Tenant which are not required under the existing Lease and not\nuniformly furnished to all tenants of the Building at the rate generally charged by Landlord to tenants of the Building for such janitorial services. "} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)"} +{"idx": 36, "level": 2, "span": "9.12 Satellite Dish.\n Tenant’s rights pursuant to Article 26 of the Original\nLease, as amended by Section 11.11 of the Third Amendment, with respect to its Satellite Dishes shall continue throughout the Term, provided that Tenant shall have the right to install one additional Satellite Dish subject to the terms and\nconditions of Article 26 of the Original Lease, as amended by Section 11.11 of the Third Amendment, with respect to its Satellite Dishes. "} +{"idx": 36, "level": 2, "span": "10.\nCivil Code Section 1938 Disclosure.\n Pursuant to California Civil Code Section 1938, Landlord hereby discloses that the Expansion Premises and the Existing Premises have not undergone an inspection by a Certified Access Specialist to\ndetermine whether the Premises meet all applicable construction-related accessibility standards. "} +{"idx": 36, "level": 2, "span": "11. Acceptance of Expansion Premises.\n Subject to\nthe terms and conditions of this Sixth Amendment and the Lease (including, without limitation, Landlord’s covenants, representations and warranties), Tenant has made its own inspection of and inquiries regarding the Expansion Premises.\nTherefore, subject to the terms and conditions of this Sixth Amendment and the Lease (including, without limitation, Landlord’s covenants, representations and warranties), Tenant accepts the Expansion Premises in its “as-is” condition. Tenant further acknowledges that Landlord has made no currently effective representation or warranty, express or implied regarding the condition, suitability or usability of the\nExpansion Premises for the purposes intended by Tenant except as set forth in this Sixth Amendment or the Lease. "} +{"idx": 36, "level": 2, "span": "12. Warranty of Authority.\n If\nLandlord or Tenant signs as a corporation or limited liability company or a partnership, each of the persons executing this Sixth Amendment on behalf of Landlord or Tenant hereby covenants and warrants that the applicable entity executing herein\nbelow is a duly authorized and existing entity that is qualified to do business in California; that the person(s) signing on behalf of either Landlord or Tenant have full right and authority to enter into this Sixth Amendment; and that each and\nevery person signing on behalf of either Landlord or Tenant are authorized in writing to do so. "} +{"idx": 36, "level": 2, "span": "13. Broker Representation.\n Landlord and Tenant\nrepresent to one another that it has dealt with no broker in connection with this Sixth Amendment other than Douglas Emmett Management, LLC and CBRE, Inc. Landlord and Tenant shall hold one another harmless from and against any and all liability,\nloss, damage, expense, claim, action, demand, suit or obligation arising out of or relating to a breach by the indemnifying party of such representation. Landlord agrees to pay all commissions due to the brokers listed above created by Tenant’s\nexecution of this Sixth Amendment. "} +{"idx": 36, "level": 2, "span": "14. Confidentiality. \nLandlord and Tenant agree that the covenants and provisions of this Sixth Amendment shall\nnot be divulged to anyone not directly involved in the management, administration, ownership, lending against, or subleasing of the Premises, which permitted disclosure shall include, but not be limited to, the board members, legal counsel and/or\naccountants of either Landlord or Tenant. "} +{"idx": 36, "level": 2, "span": "15. Governing Law. \nThe provisions of this Sixth Amendment shall be governed by the laws of the State of\nCalifornia. "} +{"idx": 36, "level": 2, "span": "16. Reaffirmation. \nLandlord and Tenant acknowledge and agree that the Lease, as amended herein, constitutes the entire agreement by\nand between Landlord and Tenant relating to the Premises, and supersedes any and all other agreements written or oral between the parties hereto. Furthermore, except as modified herein, all other covenants and provisions of the Lease shall remain\nunmodified and in full force and effect. "} +{"idx": 36, "level": 2, "span": "17. Submission of Document.\n No expanded contractual or other rights shall exist between Landlord and\nTenant with respect to the Expansion Premises, as contemplated under this Sixth Amendment, until both Landlord and Tenant have executed and delivered this Sixth Amendment, whether or not any additional rental or security deposits have been received\nby Landlord, and notwithstanding that Landlord has delivered to Tenant an unexecuted copy of this Sixth Amendment. The submission of this Sixth Amendment to Tenant shall be for examination purposes only, and does not and shall not constitute a\nreservation of or an option for the Tenant to lease the Expansion Premises, or otherwise create any interest by Tenant in the Expansion Premises or any other portion of the Building other than the original Existing Premises currently occupied by\nTenant. Execution of this Sixth Amendment by Tenant and its return to Landlord shall not be binding upon Landlord, notwithstanding any time interval, until Landlord has in fact executed and delivered this Sixth Amendment to Tenant. "} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)"} +{"idx": 36, "level": 1, "span": "IN WITNESS WHEREOF, "} diff --git a/data/auto_parse/level_freeze/frozen/idx_37.jsonl b/data/auto_parse/level_freeze/frozen/idx_37.jsonl new file mode 100644 index 0000000..b5c2dbf --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_37.jsonl @@ -0,0 +1,40 @@ +{"idx": 37, "level": 1, "span": "2017 AFI PSA (CASH FLOW) – Tier I"} +{"idx": 37, "level": 1, "span": "ARMSTRONG FLOORING, INC.\n2500 Columbia Ave., P.O. Box 3025\nLancaster, PA 17604\n717.672.9611"} +{"idx": 37, "level": 1, "span": "-1"} +{"idx": 37, "level": 1, "span": "EXHIBIT B"} +{"idx": 37, "level": 2, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 37, "level": 2, "span": "2016 LONG-TERM INCENTIVE PLAN"} +{"idx": 37, "level": 2, "span": "PERFORMANCE-BASED RESTRICTED STOCK GRANT"} +{"idx": 37, "level": 0, "span": "TERMS AND CONDITIONS\n1.Grant.\n(a)    Subject to the terms set forth below, Armstrong Flooring, Inc. (the “Company”) has granted to the designated employee (the “Grantee”) an award of performance-based restricted stock (the “Performance Shares”) as specified in the 2017 Long-Term Performance-Based Restricted Stock Grant Letters to which these Grant Conditions relate (the “Grant Letters”). Each Grant Letter specifies a Target Award and the Maximum Award granted as of the Date of Grant, subject to restrictions as set forth herein. The “Date of Grant” is March 7, 2017. The Performance Shares are shares of common stock of the Company (“Company Stock”).\n(b)    The Performance Shares shall be earned and vested if and to the extent that the Cumulative Free Cash Flow, Cumulative EBITDA and Absolute TSR performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met. The “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019.\n(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters. This grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan.\n2.    Performance Goals; Vesting.\n(a)    The Grantee shall earn and vest in a number of Performance Shares based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through the Vesting Date (as defined below). The Performance Goals shall be earned based on attainment of the Performance Goals as determined by the Management Development and Compensation Committee of the Company (the “Committee”), and the Performance Shares shall vest to the extent the Performance Goals are earned as determined by the Committee, provided that the Grantee is employed by the Employer on the Vesting Date.\n(b)    After the end of the Performance Period, the Committee will determine whether and to what extent the Performance Goals have been met and will certify the amount, if any, earned with respect to the Performance Shares. The Grantee can earn up\nto the Maximum Award based on attainment of the Performance Goals, as set forth in the Grant Letters.\n(c)    The “Vesting Date” is (i) if no Change in Control occurs, the date on which the Committee certifies whether and to what extent the applicable Performance Goals have been met or (ii) in the event of a Change in Control, the vesting date described in Section 2(d) below. The Committee will certify attainment of the Performance Goals between April 1, 2020 and April 30, 2020 (or an earlier date in 2020 as determined by the Committee), except as provided in Section 2(d) with respect to a Change in Control.\n(d)    If a Change in Control occurs prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount earned with respect to the Performance Shares shall be determined by the Committee as of the date of the Change in Control, as described in the Grant Letters. If the Change in Control occurs on or before December 31, 2019, the earned Performance Shares will vest on December 31, 2019, subject to the Grantee’s continued employment through December 31, 2019. If the Change in Control occurs during the 60 trading day period following the end of the Performance Period, the earned Performance Shares will vest on the date of the Change in Control, subject to the Grantee’s continued employment through the date of the Change in Control. Notwithstanding the foregoing, if the Performance Shares are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Shares shall vest as of the date of the Change in Control.\n(e)    No Performance Shares shall vest prior to the Committee’s certification of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Shares shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination.\n(f)    When the Performance Shares vest, the earned and vested Performance Shares shall cease to be subject to the restrictions of these Grant Conditions, other than the holding requirements of Section 7 below.\n3.    Restrictions on Assignment Before Vesting. During the period before the Performance Shares vest, the Performance Shares may not be assigned, transferred, pledged or otherwise disposed of by the Grantee, other than by will or the laws of descent and distribution. Any attempt to assign, transfer, pledge, subject to Performance Shares to any other security interest or otherwise dispose of the Performance Shares other than by will or the laws of descent and distribution, and the levy of any execution, attachment or similar process upon the Performance Shares, shall be null, void and without effect.\n4.    Termination of Employment.\n(a)    General Rule. Except as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Shares shall be forfeited as of the termination date and shall cease to be outstanding.\n(b)    Involuntary Termination before a Change in Control. If, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Shares based on the extent to which the Performance Goals are achieved for the Performance Period. The amount earned and vested shall be determined after the end of the Performance Period as described in Section 2. In the event of a subsequent Change in Control prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters and the earned Performance Shares shall vest on a pro-rata basis as of the date of the Change in Control. The pro-rated portion shall be determined by multiplying the number of Performance Shares earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation.\n(c)    Death or Long-Term Disability before a Change in Control. If, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Shares based on the extent to which the Performance Goals are achieved for the Performance Period. The amount earned and vested shall be determined after the end of the Performance Period as described in Section 2. In the event of a subsequent Change in Control prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters and the earned Performance Shares shall vest on a pro-rata basis as of the date of the Change in Control. The pro-rated portion shall be determined by multiplying the number of Performance Shares earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation.\n(d)    Involuntary Termination, Death and Long-Term Disability on or after a Change in Control. If the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Shares earned as of the Change in Control date as described in the Grant Letters. If the Grantee has a Change in Control Severance Agreement with the Company (“Change in Control Agreement”), on and after a Change in Control, the term “Involuntary Termination” shall have the meaning given a termination by the Company without Cause as defined in the Change in Control Agreement, and shall include without limitation a termination for Good Reason as defined in the Change in Control Agreement. The Grantee agrees that, subject to the immediately\npreceding sentence, if and to the extent that these Grant Conditions conflict with the terms of the Change in Control Agreement or any employment agreement between the Company and the Grantee, these Grant Conditions shall supersede the provisions of the Change in Control Agreement and employment agreement applicable to vesting of performance units on and after a Change in Control, notwithstanding anything in the Change in Control Agreement or employment agreement to the contrary.\n5.    Definitions. For purposes of these Grant Conditions and the Grant Letters:\n(a)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer.\n(b)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause.\n(c)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan.\n6.    Dividends. Dividends paid on Performance Shares shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Shares to which they relate. Dividends paid on Performance Shares before vesting shall be retained by the Company in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. If and to the extent that the underlying Performance Shares are forfeited, all related dividends shall also be forfeited. Earned and vested dividends shall be paid in cash in 2020 or, if earlier, upon termination of employment as described in Section 4(d) or upon a Change in Control if and as required by Section 4(b) or (c), as applicable, at the same time and subject to the same terms as the underlying Performance Shares vest; provided that if a Change in Control occurs that does not meet the requirements of a “change in the ownership or effective control or the ownership of a substantial portion of the assets” under section 409A of the Code (“409A CIC”) or, with respect to Section 4(d), if the Grantee’s termination of employment under Section 4(d) does not occur within two years after a 409A CIC, the earned and vested dividends shall be paid in 2020, if required by Section 409A.\n7.    Holding Requirement. Any Performance Shares that are earned in excess of the applicable Target Award must be held by the Grantee for one year following the Vesting Date (the “Holding Period”) and may not be assigned, transferred, pledged or otherwise disposed of by the Grantee, other than by will or the laws of descent and distribution, during the Holding Period. However, if the Grantee’s employment with the Employer terminates for any reason, or a Change in Control occurs, the holding requirement of this\nSection 7 shall lapse as of the date of the Grantee’s termination of employment or the Change in Control, as applicable.\n8.    Stock Power; Stock Certificates. The Committee may require the Grantee to deliver a duly signed stock power, endorsed in blank, relating to the Performance Shares. Stock certificates representing the Performance Shares may be issued by the Company and held until the Performance Shares vest, the Company may hold non-certificated shares until the Performance Shares vest, or the Company may register the shares by book-entry. If certificates are issued, each certificate for a Performance Share shall contain a legend giving appropriate notice of the restrictions in the grant. The Grantee shall be entitled to have the legend removed when the Performance Shares vest. The obligation of the Company to remove the legend on the certificates representing the vested Performance Shares upon vesting shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriately to comply with relevant securities laws and regulations.\n9.    No Right to Continued Employment. The grant of Performance Shares shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time.\n10.    Incorporation of Plan by Reference. The Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Shares constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Shares shall be final and binding on the Grantee and any other person claiming an interest in the Performance Shares.\n11.    Withholding Taxes. The Employer shall have the right to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes required by law to be withheld with respect to the Performance Shares. The Employer will withhold shares of Company Stock hereunder to satisfy the tax withholding obligation, unless the Grantee provides a payment to the Employer to cover such Taxes, in accordance with procedures established by the Committee. Unless the Committee determines otherwise, the share withholding amount shall not exceed the Grantee’s minimum applicable tax withholding amount.\n12.    Company Policies. All amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time.\n13.    Assignment. The Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell,\nassign, transfer, pledge or otherwise dispose of the Performance Shares, except to a successor grantee in the event of the Grantee’s death.\n14.    Section 409A. The Grant Letters and these Grant Conditions are intended to be exempt from section 409A of the Code. Notwithstanding the foregoing, if the Performance Shares or related dividends constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Shares and related dividends shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder, consistent with Section 20(h) of the Plan.\n15.    Successors. The provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event.\n16.    Governing Law. The validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle."} +{"idx": 37, "level": 4, "span": "* * *"} +{"idx": 37, "level": 4, "span": "(a)    Subject to the terms set forth below, Armstrong Flooring, Inc\n(the “Company”) has granted to the designated employee (the “Grantee”) an award of performance-based restricted stock (the “Performance Shares”) as specified in the 2017 Long-Term Performance-Based Restricted Stock Grant Letters to which these Grant Conditions relate (the “Grant Letters”). Each Grant Letter specifies a Target Award and the Maximum Award granted as of the Date of Grant, subject to restrictions as set forth herein. The “Date of Grant” is March 7, 2017. The Performance Shares are shares of common stock of the Company (“Company Stock”)."} +{"idx": 37, "level": 4, "span": "(b)    The Performance Shares shall be earned and vested if and to the extent that the Cumulative Free Cash Flow, Cumulative EBITDA and Absolute TSR performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met\nThe “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019."} +{"idx": 37, "level": 4, "span": "(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters\nThis grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan."} +{"idx": 37, "level": 3, "span": "2.    Performance Goals; Vesting."} +{"idx": 37, "level": 4, "span": "(a)    The Grantee shall earn and vest in a number of Performance Shares based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through the Vesting Date (as defined below)\nThe Performance Goals shall be earned based on attainment of the Performance Goals as determined by the Management Development and Compensation Committee of the Company (the “Committee”), and the Performance Shares shall vest to the extent the Performance Goals are earned as determined by the Committee, provided that the Grantee is employed by the Employer on the Vesting Date."} +{"idx": 37, "level": 4, "span": "(b)    After the end of the Performance Period, the Committee will determine whether and to what extent the Performance Goals have been met and will certify the amount, if any, earned with respect to the Performance Shares\nThe Grantee can earn up"} +{"idx": 37, "level": 4, "span": "(c)    The “Vesting Date” is (i) if no Change in Control occurs, the date on which the Committee certifies whether and to what extent the applicable Performance Goals have been met or (ii) in the event of a Change in Control, the vesting date described in Section 2(d) below\nThe Committee will certify attainment of the Performance Goals between April 1, 2020 and April 30, 2020 (or an earlier date in 2020 as determined by the Committee), except as provided in Section 2(d) with respect to a Change in Control."} +{"idx": 37, "level": 4, "span": "(d)    If a Change in Control occurs prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount earned with respect to the Performance Shares shall be determined by the Committee as of the date of the Change in Control, as described in the Grant Letters\nIf the Change in Control occurs on or before December 31, 2019, the earned Performance Shares will vest on December 31, 2019, subject to the Grantee’s continued employment through December 31, 2019. If the Change in Control occurs during the 60 trading day period following the end of the Performance Period, the earned Performance Shares will vest on the date of the Change in Control, subject to the Grantee’s continued employment through the date of the Change in Control. Notwithstanding the foregoing, if the Performance Shares are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Shares shall vest as of the date of the Change in Control."} +{"idx": 37, "level": 4, "span": "(e)    No Performance Shares shall vest prior to the Committee’s certification of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Shares shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination."} +{"idx": 37, "level": 4, "span": "(f)    When the Performance Shares vest, the earned and vested Performance Shares shall cease to be subject to the restrictions of these Grant Conditions, other than the holding requirements of Section 7 below."} +{"idx": 37, "level": 3, "span": "3.    Restrictions on Assignment Before Vesting\nDuring the period before the Performance Shares vest, the Performance Shares may not be assigned, transferred, pledged or otherwise disposed of by the Grantee, other than by will or the laws of descent and distribution. Any attempt to assign, transfer, pledge, subject to Performance Shares to any other security interest or otherwise dispose of the Performance Shares other than by will or the laws of descent and distribution, and the levy of any execution, attachment or similar process upon the Performance Shares, shall be null, void and without effect."} +{"idx": 37, "level": 3, "span": "4.    Termination of Employment."} +{"idx": 37, "level": 4, "span": "(a)    General Rule\nExcept as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Shares shall be forfeited as of the termination date and shall cease to be outstanding."} +{"idx": 37, "level": 4, "span": "(b)    Involuntary Termination before a Change in Control\nIf, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Shares based on the extent to which the Performance Goals are achieved for the Performance Period. The amount earned and vested shall be determined after the end of the Performance Period as described in Section 2. In the event of a subsequent Change in Control prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters and the earned Performance Shares shall vest on a pro-rata basis as of the date of the Change in Control. The pro-rated portion shall be determined by multiplying the number of Performance Shares earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation."} +{"idx": 37, "level": 4, "span": "(c)    Death or Long-Term Disability before a Change in Control\nIf, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Shares based on the extent to which the Performance Goals are achieved for the Performance Period. The amount earned and vested shall be determined after the end of the Performance Period as described in Section 2. In the event of a subsequent Change in Control prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters and the earned Performance Shares shall vest on a pro-rata basis as of the date of the Change in Control. The pro-rated portion shall be determined by multiplying the number of Performance Shares earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation."} +{"idx": 37, "level": 4, "span": "(d)    Involuntary Termination, Death and Long-Term Disability on or after a Change in Control\nIf the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Shares earned as of the Change in Control date as described in the Grant Letters. If the Grantee has a Change in Control Severance Agreement with the Company (“Change in Control Agreement”), on and after a Change in Control, the term “Involuntary Termination” shall have the meaning given a termination by the Company without Cause as defined in the Change in Control Agreement, and shall include without limitation a termination for Good Reason as defined in the Change in Control Agreement. The Grantee agrees that, subject to the immediately"} +{"idx": 37, "level": 3, "span": "5.    Definitions\nFor purposes of these Grant Conditions and the Grant Letters:"} +{"idx": 37, "level": 4, "span": "(a)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer."} +{"idx": 37, "level": 4, "span": "(b)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause."} +{"idx": 37, "level": 4, "span": "(c)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan."} +{"idx": 37, "level": 3, "span": "6.    Dividends\nDividends paid on Performance Shares shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Shares to which they relate. Dividends paid on Performance Shares before vesting shall be retained by the Company in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. If and to the extent that the underlying Performance Shares are forfeited, all related dividends shall also be forfeited. Earned and vested dividends shall be paid in cash in 2020 or, if earlier, upon termination of employment as described in Section 4(d) or upon a Change in Control if and as required by Section 4(b) or (c), as applicable, at the same time and subject to the same terms as the underlying Performance Shares vest; provided that if a Change in Control occurs that does not meet the requirements of a “change in the ownership or effective control or the ownership of a substantial portion of the assets” under section 409A of the Code (“409A CIC”) or, with respect to Section 4(d), if the Grantee’s termination of employment under Section 4(d) does not occur within two years after a 409A CIC, the earned and vested dividends shall be paid in 2020, if required by Section 409A."} +{"idx": 37, "level": 3, "span": "7.    Holding Requirement\nAny Performance Shares that are earned in excess of the applicable Target Award must be held by the Grantee for one year following the Vesting Date (the “Holding Period”) and may not be assigned, transferred, pledged or otherwise disposed of by the Grantee, other than by will or the laws of descent and distribution, during the Holding Period. However, if the Grantee’s employment with the Employer terminates for any reason, or a Change in Control occurs, the holding requirement of this"} +{"idx": 37, "level": 3, "span": "8.    Stock Power; Stock Certificates\nThe Committee may require the Grantee to deliver a duly signed stock power, endorsed in blank, relating to the Performance Shares. Stock certificates representing the Performance Shares may be issued by the Company and held until the Performance Shares vest, the Company may hold non-certificated shares until the Performance Shares vest, or the Company may register the shares by book-entry. If certificates are issued, each certificate for a Performance Share shall contain a legend giving appropriate notice of the restrictions in the grant. The Grantee shall be entitled to have the legend removed when the Performance Shares vest. The obligation of the Company to remove the legend on the certificates representing the vested Performance Shares upon vesting shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriately to comply with relevant securities laws and regulations."} +{"idx": 37, "level": 3, "span": "9.    No Right to Continued Employment\nThe grant of Performance Shares shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time."} +{"idx": 37, "level": 3, "span": "10.    Incorporation of Plan by Reference\nThe Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Shares constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Shares shall be final and binding on the Grantee and any other person claiming an interest in the Performance Shares."} +{"idx": 37, "level": 3, "span": "11.    Withholding Taxes\nThe Employer shall have the right to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes required by law to be withheld with respect to the Performance Shares. The Employer will withhold shares of Company Stock hereunder to satisfy the tax withholding obligation, unless the Grantee provides a payment to the Employer to cover such Taxes, in accordance with procedures established by the Committee. Unless the Committee determines otherwise, the share withholding amount shall not exceed the Grantee’s minimum applicable tax withholding amount."} +{"idx": 37, "level": 3, "span": "12.    Company Policies\nAll amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time."} +{"idx": 37, "level": 3, "span": "13.    Assignment\nThe Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell,"} +{"idx": 37, "level": 3, "span": "14.    Section 409A\nThe Grant Letters and these Grant Conditions are intended to be exempt from section 409A of the Code. Notwithstanding the foregoing, if the Performance Shares or related dividends constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Shares and related dividends shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder, consistent with Section 20(h) of the Plan."} +{"idx": 37, "level": 3, "span": "15.    Successors\nThe provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event."} +{"idx": 37, "level": 3, "span": "16.    Governing Law\nThe validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle."} diff --git a/data/auto_parse/level_freeze/frozen/idx_38.jsonl b/data/auto_parse/level_freeze/frozen/idx_38.jsonl new file mode 100644 index 0000000..96b36e2 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_38.jsonl @@ -0,0 +1,23 @@ +{"idx": 38, "level": 0, "span": "CONSULTING SERVICES AGREEMENT"} +{"idx": 38, "level": 1, "span": "THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is made effective as of April 24__, 2017 (the “Effective Date”) by and between SAVARA INC., a Delaware corporation having a principal place of business at 900 S. Capital of Texas Highway, Suite 150, Austin, Texas 78746 USA (“Savara”), and Edwin L Parsley, DO, an individual having a principal place of business at 3972 Albatross #303, San Diego, CA 92103 (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”)."} +{"idx": 38, "level": 1, "span": "BACKGROUND:"} +{"idx": 38, "level": 1, "span": "A."} +{"idx": 38, "level": 1, "span": "Pursuant to that certain Agreement and Plan of Merger and Reorganization, dated January 6, 2017, by and among Mast Therapeutics, Inc. (“Mast”), Victoria Merger Corp. (“Merger Sub”), a wholly-owned subsidiary of Mast, and Savara Inc., on or about April 21, 2017, Merger Sub merged with and into Savara, with Savara becoming a wholly-owned subsidiary of Mast (the “Merger”), and concurrently with the Merger, Mast changed its name to “Savara Inc.” and Savara Inc., the wholly-owned subsidiary, changed its name to “[Aravas Inc.]”"} +{"idx": 38, "level": 1, "span": "B."} +{"idx": 38, "level": 1, "span": "Prior to the Merger, Consultant served as Mast and Aire’s Chief Medical Officer and has expertise relevant to Savara’s business."} +{"idx": 38, "level": 1, "span": "C."} +{"idx": 38, "level": 1, "span": "Savara now desires to engage Consultant to provide services, and Consultant is willing to perform such services, on and subject to the terms and conditions set forth in this Agreement."} +{"idx": 38, "level": 1, "span": "NOW, THEREFORE, intending to be legally bound, and in consideration of the mutual promises contained herein, the Parties agree as follows:"} +{"idx": 38, "level": 2, "span": "1.Consulting Services.\n1.1.Consultant will provide the services described on the attached Schedule A (the “Services”) to Savara and its Affiliates (as defined in Section 10.2 below).  If mutually agreed upon in writing by amendment to this Agreement, Consultant also will perform as part of the Services other services and duties assigned by Savara to Consultant from time to time.  Consultant will report to Savara’s Chief Operating Officer (“COO”) or his designee.\n1.2.When providing the Services, Consultant will comply with Savara’s policies, standards, rules, and regulations, as they may exist from time to time and that are applicable to independent contractors.  Consultant will perform the Services to the best of his abilities and in a diligent, trustworthy, businesslike, and efficient manner, exercising due care in the performance of Services and rendering them in accordance with prevailing professional standards and ethics.\n1.3.Consultant has no authority to enter into any contracts or instruments, or to create any obligations that are binding upon Savara."} +{"idx": 38, "level": 2, "span": "2.Compensation.\n2.1.Compensation.  As compensation for the Services, Savara will pay to Consultant the amounts specified in the attached Schedule B to this Agreement. All payments provided for under this Agreement are intended to be exempt from or otherwise comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and\nguidance thereunder (together, “Section 409A”) so that none of the payments to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Each payment under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.\n2.2.Payments.  Payments due to Consultant under this Agreement will be made at the times specified in the attached Schedule B to this Agreement.  Invoices are to be submitted together with all appropriate supporting documentation to via e-mail to accountspayable@savarapharma.com.  Upon Savara’s request, Consultant will submit a copy of the invoice and any supporting documentation to Savara at the address set forth in this Agreement, Attention: Account Payable.\n2.3.Withholdings.  Consultant will at all times be an independent contractor and not an agent or employee of Savara.  As such, Consultant acknowledges that Savara will not withhold or deduct any amount from compensation to pay any federal, state, or local taxes and Consultant will not be eligible for any employee benefits, including, but not limited to, paid time off, sick leave, medical insurance, and 401k participation.  Consultant has sole responsibility to and will pay taxes, if any, and file returns as are required in accordance with applicable laws and regulations.\n2.4.Company Equipment.  While consultant will be expected to provide their own equipment, Savara in its discretion will provide access to certain company-owned laptop computer and other equipment and software to Consultant for use in provision of Services, in which event the computer, related software and equipment will remain the property of Savara and Consultant will use the assigned items for Savara business exclusively.  Upon expiration or termination of this Agreement, Consultant promptly will return the items to Savara if requested."} +{"idx": 38, "level": 2, "span": "3.Expenses.  Savara will reimburse Consultant for reasonable “out-of-pocket” expenses ordinary and necessary in nature, including mileage at the standard IRS rate, which Consultant incurs at Savara’s request in the course of performing the Services.  Reimbursement payments are subject to Consultant’s compliance with Savara’s policies in effect from time to time regarding travel, entertainment, and other business expenses and the reporting and documentation of expenses.  Air travel will be economy plus (or similar class) within the continental United States and otherwise will be business class."} +{"idx": 38, "level": 2, "span": "4.Term and Termination.  Consultant’s engagement under this Agreement commences on the Effective Date and will continue through December 31, 2017, unless extended as mutually agreed upon in writing by amendment to this Agreement.  This Agreement may be terminated at any time by either Party upon thirty (30) days prior written notice.  Upon the earlier termination of this Agreement for any reason, Savara will be liable only for payment of compensation for Services rendered and reimbursement of expenses properly incurred through the effective date of termination. The provisions of Sections 2, 3, and 6 through 10 will survive the expiration or termination of this Agreement."} +{"idx": 38, "level": 2, "span": "5.Other Business Activities.  Consultant covenants, represents, and warrants to Savara that, as of the Effective Date, Consultant is not engaged, directly or indirectly, in any other business or activity that might materially interfere with the ability to render the Services."} +{"idx": 38, "level": 2, "span": "6.Trade Secrets and Confidential Information.\n6.1.Consultant acknowledges that Consultant will have access to, or become acquainted with, Confidential Information and Trade Secrets (as these terms are defined below).  As a material inducement to Savara to enter into this Agreement, and in acknowledgement of good and valuable consideration to be received by Consultant under this Agreement, Consultant agrees as follows:\n(a)The Trade Secrets and Confidential Information are the sole and exclusive property of Savara (or a third party providing the information to Savara).  Savara (or the third party, if applicable) owns all worldwide rights to the information under patent, copyright, trade secret, confidential information or other property right.\n(b)The disclosure of Trade Secrets and Confidential Information by Savara to Consultant does not confer upon Consultant any license, interest, or rights of any kind in or to the Trade Secrets or Confidential Information.  Consultant may use the Trade Secrets and Confidential Information solely to benefit Savara and only during the Term.\n(c)Except to perform Services for Savara under this Agreement or with Savara’s prior written consent, Consultant:\n(i)will not directly or indirectly or in any manner, divulge, disclose, or communicate any Confidential Information to any third party,\n(ii)will hold Trade Secrets and Confidential Information in confidence,\n(iii)will not use Trade Secrets or Confidential Information for any purpose other than solely to provide Services, and\n(iv)will not, directly or indirectly, in any form, by any means, or for any purpose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble or transfer, or use, the Trade Secrets or the Confidential Information, or any portion of either, to benefit Consultant or any third party.\n(d)Consultant will return or destroy (with written confirmation of destruction provided upon request) the Trade Secrets and Confidential Information that are in Consultant’s possession or control to Savara, together with all copies, documents, records, notebooks, programs and similar items, collections, and materials (in writing, electronic, or otherwise) that relate to the Confidential Information or Trade Secrets:\n(i)upon Savara’s request, and\n(ii)immediately upon expiration or termination of this Agreement.\n6.2.For purposes of this Agreement, the following terms have the meanings set forth below:\n(a)“Confidential Information” means information, other than Trade Secrets, that Savara treats as confidential.  Without limiting the generality of the foregoing, Confidential Information includes information regarding Savara’s equipment, products and product mix, prices and pricing policies, costs, future plans, business affairs and strategies, contracts and licenses, copyrights and patents, advertising and promotional strategies and campaigns, distribution strategies, methods of doing business and the terms and conditions of this Agreement.  Confidential Information does not include information that is readily available to the public (other than because of Consultant’s unauthorized disclosure) or otherwise legally available to Consultant on a non-confidential basis.\n(b)“Trade Secrets” means information, without regard to form, of Savara or its existing or prospective licensors, licensees, customers, or suppliers (including technical or nontechnical data, formulas, patterns, and customer purchasing practices), compilations (including compilations of customer information), programs (including\ncomputer programs and models), devices, methods, techniques, drawings, processes, financial data (including sales forecasts, sales histories, and budgets), financial plans, business plans, product plans, or lists of actual or potential licensors, licensees, customers, or suppliers (including identifying information about those licensors, licensees, customers, and suppliers), whether or not reduced to writing, that:\n(i)derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, or\n(ii)is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.\n6.3.Consultant obligations under this Agreement with regard to Trade Secrets will remain in effect for as long as that information remains a trade secret under applicable law.  Consultant’s obligations under this Agreement with regard to Confidential Information will remain in effect during the Term and for a period of three (3) years after the expiration or termination of this Agreement.\n6.4.In connection with the Services, Savara may provide or Consultant may gain access to information about investigators or subjects in Savara clinical studies. This may include information that can be used by itself or in combination with other available information to identify a specific individual (“Personal Data”).  Consultant shall respect the privacy of the investigators and study subjects and covenants that:\n(a)In the performance of Services, Consultant will comply with all applicable national, regional, and local laws relating to information privacy.\n(b)Consultant will comply with the obligations of confidentiality pursuant to this Section 6 with respect to all Personal Data.\n(c)Consultant will use electronic, physical, and other safeguards appropriate to the nature of the information to prevent any use or disclosure of Personal Data in its possession other than as provided for by this Agreement.\n(d)After completion of Services or termination of this Agreement, Consultant will, at Savara’s option, either destroy (with written confirmation of destruction provided upon request) or return any Personal Data in Consultant’s possession."} +{"idx": 38, "level": 2, "span": "7.Non-Solicitation.  As a material inducement to Savara to enter into this Agreement, and in acknowledgement of good and valuable consideration to be received by Consultant under this Agreement, Consultant agrees as follows:\n7.2.Personal Solicitation.  During the Term and for one (1) year after the expiration or termination of this Agreement, Consultant will not, for any reason (whether on its own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), directly or indirectly, solicit or encourage any person who is an employee or independent contractor of Savara to leave Savara’s employment or service.\n7.3.Disparagement.  Consultant will not, at any time during the Term or after the expiration or termination of this Agreement, make false or misleading statements about Savara or its products, management, employees, customers, or suppliers."} +{"idx": 38, "level": 2, "span": "8.Intellectual Property.\n8.1.As a material inducement to Savara to enter into this Agreement, and in acknowledgement of good and valuable consideration to be received by Consultant under this Agreement, Consultant acknowledges and agrees that the provision of Services may provide the opportunity for conceiving or reducing to practice developments, discoveries, methods, processes, designs, inventions, ideas, or improvements related to the Business (collectively, “Work Product”).  Consultant will promptly report and disclose to Savara in writing all Work Product that Consultant conceives, makes, implements, or reduces to practice, whether alone or acting with others, during the Term, that are developed:\n(a)while providing Services on Savara’s time, or\n(b)while utilizing, directly or indirectly, Savara’s equipment, supplies, facilities, Confidential Information, Trade Secrets, or other assets.\n8.2.Consultant acknowledges and agrees that all Work Product is Savara’s sole and exclusive property.  Consultant will assign, and automatically assigns, without further consideration or action, to Savara all rights, title, and interest in and to all Work Product.\n8.3.Definitions.  “Business” means the business of developing and marketing pharmaceutical products in the Field, except that this definition will change, without further action by the Parties, to reflect any change in the nature of Savara’s business during the Term.  “Field” means inhalation therapies for patients with rare pulmonary conditions."} +{"idx": 38, "level": 2, "span": "9.Equitable Relief.\n9.1Consultant acknowledges and agrees that:\n(a)it has carefully read and considered Sections 6 through 8 and, having done so, expressly acknowledges and agrees that the restrictions set forth in those Sections are fair and reasonable and are reasonably required to protect Savara’s interests and the confidential nature of the Confidential Information and the Trade Secrets,\n(b)Sections 6 through 8 will not cause undue hardship or unreasonably interfere with Consultant’s ability to earn a livelihood,\n(c)the Confidential Information and Trade Secrets are unique to Savara’s business, and Savara would not reveal them to Consultant but for Consultant's willingness to agree to the restrictions set forth in this Agreement,\n(d)a breach of any of the provisions of Sections 6 through 8 might cause irreparable harm and damage to Savara,\n(e)Sections 6 through 8 will be construed as agreements independent of any other provision of this Agreement or any other agreement between the Parties, and\n(f)the existence of any claim or cause of action by Consultant against Savara, whether predicated upon this Agreement or any other agreement, will not constitute a defense to Savara’s enforcement of Sections 6 through 8.\n9.2.If Consultant breaches any of the provisions of Sections 6 through 8, Savara will be entitled to injunctive relief, specific performance, or any other equitable remedy that a court of competent jurisdiction may provide (without posting any bond), in addition to any other remedies available at law or in equity.  In this event, Consultant expressly waives the defense that a remedy in damages will be adequate.\n9.3.The Parties intend that nothing contained in this Section 9 be construed to limit Savara’s right to any remedies at law or in equity, including the recovery of damages for Consultant’s breach of this Agreement."} +{"idx": 38, "level": 2, "span": "10.Miscellaneous.\n10.1.Expenses.  Savara and Consultant will each bear their own fees, costs, and expenses they incur with respect to the preparation, negotiation, and completion of this Agreement.\n10.2.Assignment and Change of Control; Binding Effect.  This Agreement and its rights, privileges, and obligations may not be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided, however, that Savara may assign without consent this Agreement and its rights, privileges, and obligations (i) to an Affiliate (as defined in Section 10.2(a) below) (ii) in connection with a merger, consolidation, or sale of substantially all of its assets to an unrelated third party, or (iii) in connection with a Change of Control (as defined in Section 10.2(b) below).  In the event of a Change of Control, written notification shall be required but not consent.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.\n(a)“Affiliate” shall mean any corporation, company, partnership, or other entity which controls, is controlled by, or is under common control with Savara.  An entity shall be regarded as in control of another entity if it directly or indirectly owns or controls fifty percent (50%) or more of the voting stock or other ownership interest of the other entity, or if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other entity or the power to elect or appoint fifty percent (50%) or more of the members of the governing body of the other entity.\n(b)“Change of Control” shall mean acquisition by a third party of fifty percent (50%) or more of the voting equity interests of Savara, or transfer to a third party of Effective Control (as defined in the following sentence) of Savara as a result of any other transaction. “Effective Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.  Notwithstanding applicability of the foregoing, an entity which shall be consolidated pursuant to United States Generally Accepted Accounting Principles (GAAP), as they exist from time to time, consistently applied, with Savara shall be deemed under Effective Control for purposes of this Agreement.\n10.3.Severability.  Whenever possible, the Parties intend that each provision of this Agreement be interpreted to be effective and valid under applicable law.  If a court of competent jurisdiction holds any provision to be prohibited by or invalid under applicable law, the provision will be ineffective only to the extent of the prohibition or invalidity, without affecting the rest of this Agreement.  But the Parties do not intend this severability if it would materially change the economic benefits of this Agreement to any Party.\n10.4.Counterparts.  The Parties may execute this Agreement simultaneously in two or more counterparts (including facsimile copies), any one of which need not contain the signatures of more than one Party, but all the counterparts taken together will constitute one and the same Agreement.\n10.5.Descriptive Headings; Interpretation.  The descriptive headings of this Agreement exist for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement means by way of example rather than by\nlimitation.\n10.6.Governing Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California.\n10.7.Notices.  All notices, demands or other communications to be given or delivered under or by reason of this Agreement must be in writing and will be deemed to have been given when (a) delivered personally to the recipient, (b) sent to the recipient by reputable overnight courier service (charges prepaid), or (c) mailed to the recipient by certified or registered mail, return receipt requested, and postage prepaid.  These notices, demands and other communications will be sent to Savara and Consultant (to the attention of the individuals named below) at the addresses indicated above or another address as specified by the receiving Party in prior written notice to the sending Party.\n10.8.No Strict Construction.  The Parties have participated jointly in the negotiation and drafting of this Agreement.  If any ambiguity or question of intent or interpretation arises, the Parties intend that (a) this Agreement be construed as if they had jointly drafted it and (b) no presumption or burden of proof arise favoring or disfavoring any Party by virtue of its role in drafting any provision of this Agreement.\n10.9.Entire Agreement.  Schedule A and Schedule B attached to this Agreement are incorporated by reference.  This Agreement constitutes the full and entire understanding and agreement between the Parties concerning the subject matter set forth in this Agreement. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.  The Parties agree that this Agreement shall be considered signed and delivered when the signature of a Party is delivered by scanned image (e.g., portable document format (PDF)) or facsimile, which scanned image or facsimile shall be treated in all respects as having the same effect as an original signature.\n10.10.Amendment.  No modification of this Agreement shall be effective unless made in writing and executed and delivered by a duly authorized representative of each Party.\n10.11.Waivers, Delays, or Omissions.  Except as expressly provided in this Agreement: (a) no delay or omission to exercise any right, power or remedy accruing to any Party upon any breach or default of any other Party will (i) impair the non-defaulting Party’s rights, powers or remedies, or (ii) constitute a waiver of, or acquiescence in, the breach or default or any subsequent similar breach or default, and (b) no waiver of any breach or default will constitute a waiver of any previous or subsequent similar breach or default.  Any Party’s waiver, permit, consent or approval concerning any breach, default, provision or condition of or under this Agreement must be in writing and will be effective only to the extent specifically set forth in the writing.  All remedies, whether under this Agreement, applicable law, or otherwise, will be cumulative and not alternative.\n10.12.General Indemnification.  Savara agrees to defend, indemnify, and hold harmless Consultant from any claims, demands, suits, and actions in law or in equity arising out of or in reference to the Services, including reasonable attorney’s fees incurred in connection therewith, except that Savara will not be so obligated nor liable to the extent of any claims arising out of or in reference to fraud or willful misconduct of Consultant."} +{"idx": 38, "level": 1, "span": "IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the Effective Date."} +{"idx": 38, "level": 1, "span": "[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK;"} +{"idx": 38, "level": 1, "span": "THE SIGNATURE PAGE IMMEDIATELY FOLLOWS]"} diff --git a/data/auto_parse/level_freeze/frozen/idx_39.jsonl b/data/auto_parse/level_freeze/frozen/idx_39.jsonl new file mode 100644 index 0000000..ef027e9 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_39.jsonl @@ -0,0 +1,71 @@ +{"idx": 39, "level": 1, "span": "RODIN GLOBAL PROPERTY TRUST, INC."} +{"idx": 39, "level": 1, "span": "ESCROW AGREEMENT"} +{"idx": 39, "level": 0, "span": "THIS\nESCROW AGREEMENT \n(this “Agreement”), is made and entered into as of March 23, 2017, by and among Rodin Global Property Trust, Inc., a Maryland corporation (the “Company”), Cantor Fitzgerald & Co.,\na New York general partnership, as dealer manager for the Company (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent (the “Escrow Agent”). "} +{"idx": 39, "level": 1, "span": "WHEREAS\n, the Company proposes to offer for sale (the “Offering”), on a continuing basis, up to $1,000,000,000 in\nClass A shares, Class I shares and Class T shares of the Company’s common stock, par value $0.01 per share (collectively, the “Shares”) (excluding the shares of its common stock to be offered and sold pursuant to\nthe Company’s distribution reinvestment plan), pursuant to the terms of the prospectus (the “Prospectus”) attached hereto as Exhibit A and contained in the registration statement on Form S-11 (File 333-214130), as amended, originally filed with the Securities and Exchange Commission on October 17, 2016 under the Securities Act of 1933; "} +{"idx": 39, "level": 1, "span": "WHEREAS\n, the Dealer Manager is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc.\n(“FINRA”) and has entered into an agreement with the Company and Cantor Fitzgerald Investors, LLC to serve as the dealer manager for the Offering (the “DMA”) and will offer the Shares through a network of\nparticipating broker-dealers that are registered under applicable federal and state securities laws and that are members of FINRA (the “Dealers”); "} +{"idx": 39, "level": 1, "span": "WHEREAS\n, it is anticipated that investors will subscribe for the Shares and will provide the Dealers with subscription payments for\nsuch Shares (the “Subscription Payments”), which subscriptions will be contingent upon (i) their respective acceptances by the Company and (ii) the Company’s acceptance of Subscription Payments aggregating $2,000,000\n(the “Minimum Amount”) in Shares sold and deposited into escrow before one year from the date of the Prospectus; "} +{"idx": 39, "level": 1, "span": "WHEREAS\n, the Company, the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers desire to deposit funds\ncontributed by the Subscribers (as defined below) with the Escrow Agent, to be held for the benefit of the Subscribers (as defined below) and the Company until such time as subscriptions for the Minimum Amount have been deposited into escrow or\notherwise in accordance with the terms of this Agreement; "} +{"idx": 39, "level": 1, "span": "WHEREAS,\n funds received from residents of the Commonwealth of\nPennsylvania (the “Pennsylvania Subscribers”) will remain in the Escrow Account (as defined below) until the conditions of Section 5 have been satisfied; "} +{"idx": 39, "level": 1, "span": "WHEREAS, \nthe Escrow Agent has agreed to receive and hold in escrow all Subscription Payments until the earlier of (i) such time as\nsubscriptions for the Minimum Amount have been received and accepted by the Company or (ii) the close of business on the date exactly one year after the original effective date of the Prospectus (the Company shall provide written notice of such\ndate to the Escrow Agent) (the “Minimum Subscription Termination Date”), and to hold and distribute such Subscription Payments in accordance with the terms and conditions herein set forth; and "} +{"idx": 39, "level": 1, "span": "WHEREAS\n, the Escrow Agent is willing to accept appointment as the escrow agent for only the expressed duties, terms and conditions\noutlined herein. "} +{"idx": 39, "level": 1, "span": "NOW, THEREFORE\n, in consideration of the premises and agreements set forth herein, the parties hereto agree as\nfollows: "} +{"idx": 39, "level": 2, "span": "1. "} +{"idx": 39, "level": 4, "span": "Appointment of Escrow Agent. The Company and the Dealer Manager hereby\nappoint the Escrow Agent to serve as escrow agent, and the Escrow Agent hereby accepts such appointment, each in accordance with the terms of this Agreement. "} +{"idx": 39, "level": 2, "span": "2. "} +{"idx": 39, "level": 4, "span": "Subscription Payments. An investor subscribing to purchase Shares (the “Subscriber”) will be\ninstructed by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers to remit the purchase price in the form of checks, drafts or money orders (the “Payment Instruments”) payable to the order of, or\nfunds wired in favor of, “UMB Bank, N.A., as escrow agent for Rodin Global Property Trust, Inc.” or “UMB Bank, N.A., as escrow agent for Rodin Global Property Trust.” Such amounts shall be deposited into and held in a\nsubscription escrow (the “Escrow Account”) pending disbursement in accordance with this Agreement. The Escrow Agent agrees to maintain the funds contributed by the Pennsylvania Subscribers and in a manner in which they each may be\nseparately accounted for on the records of Escrow Agent so that the requirements of Section 5 of this Agreement can be met. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for\nPennsylvania subscription proceeds in the Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. After the Company meets the Minimum Amount, any investors (except\nPennsylvania Subscribers) will be instructed by the Dealer Manager or Dealers to make the purchase price payable to the order of, or funds wired in favor of “Rodin Global Property Trust, Inc.” or “Rodin Global Property Trust.”\nAny Payment Instrument not conforming to the foregoing instructions shall be returned to the Subscriber not later than the end of the next business day following receipt by the Dealer Manager (with respect to any sales made by the Dealer Manager) or\nthe Dealers of such Payment Instrument. Payment Instruments received by the Dealer Manager (with respect to any sales made by the Dealer Manager) which conform to the foregoing instructions shall be transmitted not later than the end of the next\nbusiness day following receipt by the Dealer Manager to the Escrow Agent or, after the Company has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions. Payment Instruments received by the Dealers which\nconform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (i) where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same\nlocation at which Payment Instruments are received from subscribers, then, not later than the end of the next business day following receipt by such Dealer, the Dealer will transmit the Payment Instrument to the Escrow Agent or, after the Company\nhas received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions; and (ii) where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different\nlocation (the “Final Review Office”), then Payment Instruments will be transmitted by such Dealer to the Final Review Office not later than the end of the next business day following receipt by such Dealer. The Final Review Office\nwill in turn, not later than the end of the next business day following receipt by the Final Review Office, transmit such Payment Instrument to the Escrow Agent or, after the Company has received and accepted the Minimum Amount, to the Company as\nindicated in the foregoing instructions. Such Subscription Payments shall be retained in the Escrow Account by the Escrow Agent and invested as set forth in Section 8 and shall be deposited within one (1) business day of receipt. The\nEscrow Agent shall have no responsibility with respect to any funds payable to the Company in accordance with the foregoing. \nThe Company\nhereby directs the Escrow Agent to provide DST Systems, Inc., the Company’s Transfer Agent, with all electronic files and information needed by the Transfer Agent to maintain ownership records for the Company’s Shares.\nIn the event that any Payment Instruments deposited in the Escrow Account prove uncollectible after the funds represented thereby have been\nreleased by the Escrow Agent to the Company, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver evidence of the uncollectible Payment Instrument to the\nCompany. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. Notwithstanding the foregoing, the Escrow Agent shall, upon\nwritten notice from the Company or the Dealer Manager that a Subscriber has rescinded his or her subscription, return to such Subscriber all Subscription Payments pertaining to such Subscriber, together with any earnings thereon during the period\nthat such payments were held by the Escrow Agent under this Agreement."} +{"idx": 39, "level": 2, "span": "3. "} +{"idx": 39, "level": 4, "span": "Subscriber Identity. All Subscription\nPayments deposited shall be considered the property of the Subscribers and shall be held for the benefit of such Subscribers and shall not be: (i) commingled with the monies or become an asset of the Company, (ii) subject to any claim by\nany affiliate of the Company, any associate of the Company or any underwriter or (iii) subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until released to the Company\nas hereinafter provided. The Escrow Agent will not use any information received by it for any purpose other than to fulfill its obligations as the Escrow Agent. The Escrow Agent agrees to treat all Subscriber information as confidential and to treat\nthe Subscriber’s identity and personal information as protected under the Gramm Leach-Bliley Act and the privacy standards and requirements of any other applicable federal or state law, and its own internal privacy policies and procedures, each\nas may be amended from time to time. "} +{"idx": 39, "level": 2, "span": "4. "} +{"idx": 39, "level": 4, "span": "Disbursement of Subscription Payments and Escrow Income. On a weekly basis\nup until the Minimum Subscription Termination Date, and at the end of the third business day following the Minimum Subscription Termination Date (and more frequently, if requested by the Company), the Escrow Agent shall notify the Company of the\namount of Subscription Payments received and collected (the “Collected Funds”) since the last report. If the Collected Funds are in an amount equal to or greater than the Minimum Amount at any time prior to the Minimum\nSubscription Termination Date, and the Company has delivered a written notice (the “Notice”) to the Escrow Agent stating that the Company has received Collected Funds for the Minimum Amount and the Dealer Manager has delivered\nwritten notice to the Escrow Agent stating that all of the conditions precedent to the release of the subscriptions from escrow pursuant to Section 6 of the DMA have been satisfied, then the Escrow Agent shall deliver the Collected Funds and\nall earnings thereon to the Company when and as directed by the Notice (other than funds received from Pennsylvania Subscribers, which cannot be released until the conditions of Section 5 have been met). After the Minimum Amount has been\nraised, the Escrow Account shall remain open for ten business days. At the close of business on the tenth business day following the date on which the Minimum Amount is raised, the Escrow Agent will close the Escrow Account. Subscription Payments\nreceived by the Escrow Agent after the Notice has been delivered to the Escrow Agent shall be transferred to the Company’s transfer agent for deposit into an account designated by the Company. \nIf the Collected Funds are not greater than or equal to the Minimum Amount on the Minimum Subscription Termination Date or the Company or\nDealer Manager has not provided the written notices to the Escrow Agent required by this Section 4 prior to or on the Minimum Subscription Termination Date, the Escrow Agent shall (i) notify the Company and the Dealer Manager immediately\nfollowing the Minimum Subscription Termination Date and (ii) promptly following the Minimum Subscription Termination Date refund directly to each of the Subscribers (including the Pennsylvania Subscribers pursuant to Section 5) all sums\npaid by the Subscribers, with a pro rata portion of any interest earned thereon.\nIn the event the Escrow Agent receives written\nnotice from the Company or the Dealer Manager that the Company or the Dealer Manager has rejected a Subscriber’s subscription, the Escrow Agent shall pay to the applicable Subscriber, within ten (10) business days after receiving notice of\nthe rejection, by first class United States Mail the Subscription Payment paid by the Subscriber for Shares and collected by the Escrow Agent, without interest and without deduction."} +{"idx": 39, "level": 2, "span": "5. "} +{"idx": 39, "level": 4, "span": "Distribution of the Funds from the Pennsylvania Subscribers.\nNotwithstanding anything to the contrary herein, funds maintained in the Escrow Account for the Pennsylvania Subscribers may only be disbursed to the Company in compliance with the provisions of this Section 5. The Escrow Agent shall continue\nto deposit funds received from the Pennsylvania Subscribers into the Escrow Account, until such time as the Company notifies the Escrow Agent in writing that total subscriptions (including amounts in the Escrow Account previously disbursed as\ndirected by the Company and the amounts then held in the Escrow Account) equal or exceed $50,000,000 (the “Pennsylvania Minimum”), whereupon the Escrow Agent shall disburse to the Company, at the Company’s request, the amount\nof such escrowed funds as the Company shall direct. However, the Escrow Agent shall not disburse those funds of a subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified by the Company, or otherwise\nin accordance with the Company’s written request. \nRegardless of any release of funds from the Escrow Account from Subscribers other\nthan Pennsylvania Subscribers, the Company, the Dealer Manager and the Dealers shall continue to forward Payment Instruments received from Pennsylvania Subscribers for deposit into the Escrow Account to the Escrow Agent until such time as the\nCompany notifies the Escrow Agent in writing that total subscription proceeds (including the amount then in the Escrow Account from Pennsylvania Subscribers) equal or exceed the Pennsylvania Minimum. Promptly after receipt by the Escrow Agent of\nsuch notice, the Escrow Agent shall (i) disburse to the Company, by check, ACH or wire transfer, the funds then in the Escrow Account representing the gross purchase price for the Shares from Pennsylvania Subscribers, and (ii) within five\nbusiness days after the first business day of the succeeding month, disburse to the Company any interest thereon. Following such disbursements, the Escrow Agent shall close the Escrow Account, and thereafter any Payment Instruments received by the\nEscrow Agent from Pennsylvania Subscribers shall not be subject to this Escrow Agreement.\nNotwithstanding anything to the contrary\nherein, if the Escrow Agent is not in receipt of evidence of subscriptions accepted on or before the close of business on such date that is 120 days after the effective date of the Offering (the “Initial Escrow Period”), and Payment\nInstruments dated not later than that date, for the purchase of Shares providing for total purchase proceeds from all sources not affiliated with the Company that equal or exceed the Pennsylvania Minimum, the Escrow Agent shall promptly notify the\nCompany. Thereafter, the Company shall send to each Pennsylvania Subscriber by certified mail within ten (10) calendar days after the end of the Initial Escrow Period a notification in the form of Exhibit B attached hereto. If, pursuant to such\nnotification, a Pennsylvania Subscriber requests the return of his or her subscription funds within ten (10) calendar days after receipt of the notification (the “Request Period”), the Company shall direct the Escrow Agent to,\nwithin ten (10) calendar days after receipt of such request, refund directly to each Pennsylvania Subscriber the collected funds deposited in the Escrow Account on behalf of such Pennsylvania Subscriber or shall return the Payment Instructions\ndelivered, but not yet processed for collection prior to such time, to the address for the Pennsylvania Suscriber provided by the Dealer Manager or the Company or their respective agents to the Escrow Agent, which the Escrow Agent shall be entitled\nto rely upon, together with interest income (which interest shall be paid within five business days after the first business day of the succeeding month). Notwithstanding the above, if the Escrow Agent has not received an executed Internal Revenue\nService (“IRS”) Form W-9 for such Pennsylvania Subscriber, the Escrow Agent shall thereupon remit an amount to such Pennsylvania Subscriber in accordance with the provisions hereof,\nwithholding the applicable percentage for backup withholding required by the Internal Revenue Code, as amended, and the regulations promulgated thereunder (the “Code”), from any interest income earned on subscription proceeds\nattributable to such Pennsylvania Subscriber. However, the Escrow Agent shall not be required to remit such payments until the Escrow Agent has collected funds represented by such payments.\nThe subscription funds of Pennsylvania Subscribers who do not request the return of their subscription funds within the Request Period shall\nremain in the Escrow Account for successive 120-day\nescrow periods (a “Successive Escrow Period”), each commencing automatically upon the termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall\nfollow the notification and payment procedure set forth in the immediately preceding paragraph above with respect to the Initial Escrow Period for each Successive Escrow Period until the occurrence of the earliest of (i) the Minimum\nSubscription Termination Date (if the Company has not received the Minimum Amount on or before the Minimum Subscription Termination Date), (ii) the receipt and acceptance by the Company of subscriptions for the purchase of Shares with total purchase\nproceeds that equal or exceed the Pennsylvania Minimum and the disbursement of the funds from Pennsylvania Subscribers from the Escrow Account on the terms specified herein, or (iii) all funds held in the Escrow Account from Pennsylvania\nSubscribers having been returned to the Pennsylvania Subscribers in accordance with the provisions hereof."} +{"idx": 39, "level": 2, "span": "6. "} +{"idx": 39, "level": 4, "span": "Duty and\nLiability of the Escrow Agent. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Subscription Payments and hold them subject to release, in accordance herewith, and the Escrow Agent shall be under no\nduty to determine whether the Company or the Dealer Manager is complying with requirements of this Agreement or the Prospectus in tendering to the Escrow Agent said proceeds of the sale of the Shares. The Escrow Agent shall have the right to perform\nany of its duties hereunder through its agents, attorneys, custodians or nominees. The Escrow Agent may conclusively rely upon and shall be protected in acting upon any statement, certificate, notice, request, consent, order or other document\nreasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other\ndocument, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first\nindemnified to its satisfaction. The Escrow Agent may consult and hire counsel in respect of any question arising under this Agreement, and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such\ncounsel. \nThe Escrow Agent is acting solely as escrow agent hereunder and owes no duties, covenants or obligations, fiduciary or\notherwise, to any other person by reason of this Agreement, except as otherwise stated herein, and no implied duties, covenants or obligations, fiduciary or otherwise, shall be read into this Agreement against the Escrow Agent. In no event shall the\nEscrow Agent be liable, directly or indirectly, for any (i) damages, losses or expenses arising out of the services provided hereunder, other than damages, losses or expenses which have been finally adjudicated to have directly resulted from\nthe Escrow Agent’s gross negligence or willful misconduct, or (ii) special, indirect or consequential losses or damages of any kind whatsoever (including without limitation lost profits), even if the Escrow Agent has been advised of the\npossibility of such losses or damages and regardless of the form of action. The parties agree that the Escrow Agent has no role in the preparation of the Prospectus or other Offering documents, has not reviewed any such documents and makes no\nrepresentations or warranties with respect to the information contained therein or omitted therefrom. The Escrow Agent agrees that it may be named in the Prospectus and Offering documents, solely to the extent necessary to describe this Agreement\nand the duties of the Escrow Agent herein. The Escrow Agent shall have no obligation, duty or liability with respect to compliance with any federal or state securities, disclosure or tax laws concerning the Offering documents or the issuance,\noffering or sale of the Shares. The Escrow Agent shall have no duty or obligation to monitor the application and use of the Subscription Payments once transferred to the Company, that being the sole obligation and responsibility of the Company. No\nprovision of this Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of its rights hereunder."} +{"idx": 39, "level": 2, "span": "7. "} +{"idx": 39, "level": 4, "span": "Escrow Agent Fee. The Escrow Agent shall be entitled to compensation for its services, as stated in the fee schedule\nattached hereto as Exhibit C, which compensation shall be paid by the \nCompany. Subject to the provisions of Section 11, the fee agreed upon for the services rendered hereunder in Exhibit C is intended as full compensation for the\nEscrow Agent’s services as contemplated by this Agreement; provided however, that if the Escrow Agent renders any material service not contemplated in this Agreement, the Escrow Agent shall be reasonably compensated for such\nextraordinary services and reimbursed for all reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees. Notwithstanding anything contained herein to the contrary, in no event\nshall any fee, reimbursement for costs and expenses, indemnification for damages incurred by the Escrow Agent or monies whatsoever be paid out of or chargeable to the income of assets of the Escrow Account. The Company’s obligations under this\nSection 7 shall survive the resignation or removal of the Escrow Agent and the assignment or termination of this Agreement."} +{"idx": 39, "level": 2, "span": "8. "} +{"idx": 39, "level": 4, "span": "Investment of Subscription Payments. The Escrow Agent shall invest all Subscription Payments in a UMB Bank, N.A. Money\nMarket Deposit Account, titled UMB Money Market Special, unless otherwise instructed in writing by the Company. \nAny interest received by\nthe Escrow Agent with respect to the Collected Funds, including reinvested interest, shall become part of the proceeds of the Escrow Account (the “Escrow Income”), and shall be disbursed to the Company if Collected Funds, including\ninterest earnings, total the Minimum Amount. If (a) the Offering terminates prior to receipt of the Minimum Amount, the Pennsylvania Minimum, or (b) one or more Pennsylvania Subscribers elects to have his or her subscription returned in\naccordance with paragraph 5, Escrow Income shall be remitted to the applicable Pennsylvania Subscribers at the addresses provided by the Dealer Manager or the Company or their respective agents to the Escrow Agent, which the Escrow Agent shall be\nentitled to rely upon, in accordance with paragraph 5 and without any deductions for escrow expenses. Any loss or expense incurred as a result of an investment or sale of investment will be borne by the Escrow Account.\nThe parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the\ninvestment of moneys held in the Escrow Account or the purchase, sale, retention or other disposition of any permitted investment.\nThe\nEscrow Agent is hereby authorized to execute purchases and sales of permitted investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent shall send statements to each of\nthe parties hereto on a monthly basis reflecting the account balance in the Escrow Account, the account balance of the funds in the Escrow Account from Pennsylvania Subscribers, activity in the Escrow Account and, separately, the activity involving\nPennsylvania Subscribers, for the preceding month. No statement need be rendered for the Escrow Account if no activity occurred for such month.\nThe Company and the Dealer Manager acknowledge and agree that the delivery of the escrowed property is subject to the sale and final\nsettlement of permitted investments. Proceeds of a sale of permitted investments will be delivered on the business day on which the appropriate instructions are delivered to the Escrow Agent if received prior to the deadline for same day sale of\nsuch permitted investments. If such instructions are received after the applicable deadline, proceeds will be delivered on the next succeeding business day."} +{"idx": 39, "level": 2, "span": "9. "} +{"idx": 39, "level": 4, "span": "Tax Reporting. As of each calendar year-end, the Escrow Agent shall report to\nthe IRS and to the Company or Subscribers all income earned from the investment of any sum held in the Escrow Account against the Company or each Subscriber, as and to the extent required under the provisions of the Code. For tax reporting purposes,\nall interest and other income from investment of the Subscriber Funds shall, as of the end of each calendar year and to the extent required by the IRS, be reported as having been \nearned by the party to whom such interest or other income is distributed, in the year in which it is distributed.\nOn or before the date hereof, the Company shall provide the Escrow Agent with a certified tax identification number by furnishing appropriate\nIRS form W-9 or W-8 and other forms and documents that the Escrow Agent may reasonably request, including without limitation a form\nW-9 or W-8 for each Subscriber. The parties hereto understand that if such tax reporting documentation is not so certified to the Escrow Agent, the Escrow Agent may be\nrequired by the Internal Revenue Code of 1986, as amended, to withhold a portion of any interest or other income earned on the Collected Funds pursuant to this Agreement. The Escrow Agent is not required to prepare and file any income or other tax\nreturns applicable to the Escrow Account with the IRS or required state and local departments of revenue for years income is earned in any particular tax year.\nTo the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of funds held\nor payments made hereunder, the Escrow Agent shall satisfy such liability to the extent possible from the Collected Funds. The Company agrees to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment,\ninterest, penalties and other expenses that may be assessed against the Escrow Agent on or with respect to any payment or other activities under this Agreement unless any such tax, addition for late payment, interest, penalties and other expenses\nshall arise out of or be caused by the gross negligence or willful misconduct of the Escrow Agent. The terms of this paragraph shall survive the assignment or termination of this Agreement and the resignation or removal of the Escrow Agent."} +{"idx": 39, "level": 2, "span": "10. "} +{"idx": 39, "level": 4, "span": "Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall\nbe deemed to have been duly given (i) on the date of service if served personally on the party to whom notice is to be given, (ii) on the day of transmission if sent by electronic transmission, and confirmation of receipt is obtained\npromptly after completion of transmission, (iii) on the day of transmission if sent by facsimile transmission to the facsimile number given below, and written confirmation of receipt is obtained promptly after completion of transmission,\n(iv) on the day after delivery to the United Parcel Service or similar overnight courier or the Express Mail service maintained by the United States Postal Service and sent via overnight delivery or (v) on the fifth day after mailing, if\nmailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed, return receipt requested, to the party as follows: "} +{"idx": 39, "level": 2, "span": "11. "} +{"idx": 39, "level": 4, "span": "Indemnification of the Escrow Agent. The Company and the Dealer Manager hereby\njointly and severally indemnify, defend and hold the Escrow Agent (and its officers, directors, employees and agents) harmless from and against any and all loss, claim, liability, cost, damage and expense, including, without limitation, reasonable\ncounsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement\nrelates unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the Escrow Agent. The provisions of this section shall survive the termination of this Agreement and the resignation or removal of the\nEscrow Agent. "} +{"idx": 39, "level": 2, "span": "12. "} +{"idx": 39, "level": 4, "span": "Attachment of Escrow Account; Compliance with Legal Orders. In the event that any escrow property\nshall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited\nunder this Agreement, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it,\nwhether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ order or decree it shall not be liable to any of the parties hereto or to any other person, firm or corporation, by reason of such\ncompliance notwithstanding such writ, order or decree being subsequently reversed, modified, annulled, set aside or vacated. "} +{"idx": 39, "level": 2, "span": "13.\n"} +{"idx": 39, "level": 4, "span": "Successors and Assigns. \n(i) Except as otherwise provided in this Agreement, no party hereto shall assign this Agreement or\nany rights or obligations hereunder without the prior written consent of the other parties hereto and any such attempted assignment without such prior written consent shall be void and of no force and effect. This Agreement shall inure to the\nbenefit of and shall be binding upon the heirs, executors, administrators, successors and permitted assigns of the parties hereto.\n(ii) Notwithstanding the above, any corporation or association into which the Escrow Agent may be\nconverted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting\nfrom any such conversion, sale, merger, consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor Escrow Agent under this Agreement and shall have and succeed to the rights, powers, duties, immunities and\nprivileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act."} +{"idx": 39, "level": 4, "span": "(i) Except as otherwise provided in this Agreement, no party hereto shall assign this Agreement or\nany rights or obligations hereunder without the prior written consent of the other parties hereto and any such attempted assignment without such prior written consent shall be void and of no force and effect. This Agreement shall inure to the\nbenefit of and shall be binding upon the heirs, executors, administrators, successors and permitted assigns of the parties hereto."} +{"idx": 39, "level": 4, "span": "(ii) Notwithstanding the above, any corporation or association into which the Escrow Agent may be\nconverted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting\nfrom any such conversion, sale, merger, consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor Escrow Agent under this Agreement and shall have and succeed to the rights, powers, duties, immunities and\nprivileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act."} +{"idx": 39, "level": 2, "span": "14. "} +{"idx": 39, "level": 4, "span": "Term. This Agreement shall terminate within thirty (30) days of receipt of written notice of termination by the\nCompany and the Dealer Manager to the Escrow Agent. In the event of the release of all Subscriber funds and all accrued interest in accordance with Sections 4 and 5 of this Agreement, this Agreement shall terminate and the Escrow Agent shall be\nrelieved of all responsibilities in connection with the Escrow Account, except claims which are occasioned by its gross negligence or willful misconduct. "} +{"idx": 39, "level": 2, "span": "15. "} +{"idx": 39, "level": 4, "span": "Governing Law; Jurisdiction. This Agreement shall be construed, performed, and enforced in accordance with, and\ngoverned by, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. Each party hereby consents to the personal jurisdiction and venue of any court of competent jurisdiction in the State of\nNew York. "} +{"idx": 39, "level": 2, "span": "16. "} +{"idx": 39, "level": 4, "span": "Severability. In the event that any part of this Agreement is declared by any court or other judicial\nor administrative body to be null, void or unenforceable, then such provision shall not impair the operation of or affect any other provision of this Agreement, and all of the other provisions of this Agreement shall remain in full force and effect.\n"} +{"idx": 39, "level": 2, "span": "17. "} +{"idx": 39, "level": 4, "span": "Amendments; Waivers. This Agreement may be amended or modified, and any of the terms, covenants,\nrepresentations, warranties or conditions hereof may be waived, only by a written instrument executed by the parties hereto or, in the case of a waiver, by the party waiving compliance. Any waiver by any party of any condition, or of the breach of\nany provision, term, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as further or continuing waiver of any such condition, or of the breach of any other\nprovision, term, covenant, representation or warranty of this Agreement. "} +{"idx": 39, "level": 2, "span": "18. "} +{"idx": 39, "level": 4, "span": "Entire Agreement; Counterparts. This\nAgreement contains the entire understanding among the parties hereto with respect to the escrow contemplated hereby and supersedes and replaces all prior and contemporaneous agreements and understandings, oral or written, with regard to such escrow.\nThis Agreement, and any amendments hereto, may be executed by the parties hereto in two or more counterparts, each of which shall be deemed an original. "} +{"idx": 39, "level": 2, "span": "19. "} +{"idx": 39, "level": 4, "span": "Section Headings. The section headings in this Agreement are for reference purposes only and shall not affect the\nmeaning or interpretation of this Agreement. "} +{"idx": 39, "level": 2, "span": "20. "} +{"idx": 39, "level": 4, "span": "Disputes. In the event of a disagreement among any of the parties\nto this Agreement, or among them or any other person resulting in adverse claims and demands being made in connection with or from any property in the Escrow Account, the Escrow Agent shall be entitled to refuse to comply with any such claims or\ndemands as long as such disagreement may continue, and in so refusing, shall make no delivery or other disposition of any property then held by it in the Escrow Account under this Agreement, and in so doing, the Escrow Agent shall be entitled to\ncontinue to refrain from acting until (i) the right of adverse claimants shall have been finally settled by binding arbitration or finally adjudicated in a court assuming and having jurisdiction of the property involved herein or affected\nhereby or (ii) all differences \nshall have been adjusted by agreement and the Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto.\nIn the event of such dispute, the Escrow Agent shall be entitled, in its discretion and judgment, to tender into the registry or custody of\nany court of competent jurisdiction all money or property in its hands under this Agreement, together with such legal pleadings as the Escrow Agent deems appropriate, and thereupon be discharged from all further duties and liabilities under this\nAgreement. In the event of any uncertainty as to its duties hereunder, the Escrow Agent may refuse to act under the provisions of this Agreement pending order of a court of competent jurisdiction and the Escrow Agent shall have no liability to the\nCompany, the Dealer Manager or to any other person as a result of such action. Any such legal action may be brought in such court as the Escrow Agent shall determine to have jurisdiction thereof. The filing of any such legal proceedings shall not\ndeprive the Escrow Agent of its compensation earned prior to such filing. All costs, expenses and reasonable attorneys’ fees the Escrow Agent incurs in connection with such proceeding shall be paid by the Company."} +{"idx": 39, "level": 2, "span": "21. "} +{"idx": 39, "level": 4, "span": "Limited Purpose. The Company and the Dealer Manager hereby acknowledge that the Escrow Agent is serving as the escrow\nagent only for the limited purposes herein set forth, and hereby agree that they will not represent or imply that the Escrow Agent, by serving as the Escrow Agent hereunder or otherwise, has investigated the desirability or advisability of\ninvestment in the Company or have approved, endorsed or passed upon the merits of the Shares, nor shall they use its name in any manner whatsoever in connection with the offer or sale of the Shares other than by acknowledgment that the Escrow Agent\nhas agreed to serve as the Escrow Agent for the limited purposes set forth herein. "} +{"idx": 39, "level": 2, "span": "22. "} +{"idx": 39, "level": 4, "span": "Resignation. The Escrow Agent\nmay resign upon thirty (30) days advance written notice to the Company and the Dealer Manager. Such resignation shall become effective on the date specified in such notice, which shall be not earlier than thirty (30) days after such\nwritten notice has been given. In the event of any such resignation, a successor escrow agent, which shall be a bank or trust company organized under the laws of the United States of America, shall be appointed by the mutual agreement of the Company\nand the Dealer Manager. Any such successor escrow agent shall deliver to the Company and the Dealer Manager a written instrument accepting such appointment, and thereupon shall succeed to all the rights and duties of the Escrow Agent hereunder and\nshall be entitled to receive the Collected Funds from the Escrow Agent. The Escrow Agent shall promptly pay the Subscription Payments in the Escrow Account, including interest thereon, to the successor escrow agent. If a successor escrow agent is\nnot appointed by the Company or the Dealer Manager within the thirty (30) day period following such notice, the Escrow Agent may petition any court of competent jurisdiction to name a successor escrow agent. All costs, expenses and reasonable\nattorneys’ fees the Escrow Agent incurs in connection with such proceeding shall be paid by the Company. "} +{"idx": 39, "level": 2, "span": "23.\n"} +{"idx": 39, "level": 4, "span": "Removal. The Escrow Agent may be jointly removed by the Company and the Dealer Manager at any time, by written notice executed by both of them (which may be executed in counterparts) provided to the Escrow Agent, which instrument shall\nbecome effective on the date specified in such written notice. The removal of the Escrow Agent shall not deprive the Escrow Agent of its compensation earned prior to such removal. In the event of any such removal, a successor escrow agent, which\nshall be a bank or trust company organized under the laws of the United States of America, shall be appointed by the mutual agreement of the Company and the Dealer Manager. Any such successor escrow agent shall deliver to the Company and the Dealer\nManager a written instrument accepting such appointment, and thereupon shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive the Collected Funds from the Escrow Agent. The Escrow Agent shall\npromptly pay the Subscription Payments in the Escrow Account, including interest thereon, to the successor escrow agent. If a successor escrow agent is not appointed by the Company or the Dealer Manager within the thirty (30) day period\nfollowing such notice, the Escrow Agent may petition any court of competent jurisdiction to \nname a successor escrow agent. All costs, expenses and reasonable attorneys’ fees the Escrow Agent incurs in connection with such proceeding shall be paid by the Company."} +{"idx": 39, "level": 2, "span": "24. "} +{"idx": 39, "level": 4, "span": "Maintenance of Records. The Escrow Agent shall maintain accurate records of all transactions hereunder. Promptly\nafter the termination of this Agreement, and as may from time to time be reasonably requested by the Company before such termination, the Escrow Agent shall provide the Company with a copy of such records, certified by the Escrow Agent to be a\ncomplete and accurate account of all transactions hereunder. The authorized representatives of the Company and the Dealer Manager shall also have access to the Escrow Agent’s books and records to the extent relating to its duties hereunder,\nduring normal business hours upon reasonable notice to the Escrow Agent, and at the requesting party’s expense. "} +{"idx": 39, "level": 2, "span": "25.\n"} +{"idx": 39, "level": 4, "span": "Force Majeure. No party to this Agreement shall be liable to any other party for losses arising out of, or the inability to perform its obligations under the terms of this Agreement, due to acts of God, which shall include, but shall\nnot be limited to, fire, floods, strikes, mechanical failure, war, riot, nuclear accident, earthquake, terrorist attack, computer piracy, cyber-terrorism or other acts beyond the control of the parties hereto. "} +{"idx": 39, "level": 2, "span": "26. "} +{"idx": 39, "level": 4, "span": "Representatives. The applicable persons designated on Exhibit D hereto have been duly\nappointed to act as its representatives hereunder and have full power and authority to execute and deliver any written directions, to amend, modify or waive any provision of this Agreement and to take any and all other actions on behalf of the\nCompany or the Dealer Manager, as applicable, under this Agreement, all without further consent or direction from, or notice to, it or any other party. "} +{"idx": 39, "level": 2, "span": "27. "} +{"idx": 39, "level": 4, "span": "USA PATRIOT Act. The Company and the Dealer Manager acknowledge that a portion of the identifying information set\nforth on Exhibit D is being requested by the Escrow Agent in connection with the USA Patriot Act, Pub. L. 107-56 (the “Act”), and the Company and the Dealer Manager agree to provide any\nadditional information requested by the Escrow Agent in connection with the Act or any similar legislation or regulation to which Escrow Agent is subject, in a timely manner. "} +{"idx": 39, "level": 2, "span": "28. "} +{"idx": 39, "level": 4, "span": "Illegal Activities. The Escrow Agent shall have the rights in its sole discretion to not accept appointment as escrow\nagent and reject funds and collateral from any party in the event that Escrow Agent has reason to believe that such funds or collateral violate applicable banking practices or applicable laws or regulations, including but not limited to the Patriot\nAct. In the event of suspicious or illegal activity and pursuant to all applicable laws, regulations and practices, the other parties to this Agreement will assist Escrow Agent and comply with any reviews, investigations and examinations directed\nagainst the deposited funds. "} +{"idx": 39, "level": 4, "span": "[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]"} +{"idx": 39, "level": 1, "span": "IN WITNESS WHEREOF"} diff --git a/data/auto_parse/level_freeze/frozen/idx_40.jsonl b/data/auto_parse/level_freeze/frozen/idx_40.jsonl new file mode 100644 index 0000000..cab8749 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_40.jsonl @@ -0,0 +1,13 @@ +{"idx": 40, "level": 1, "span": "COMMERCEHUB, INC."} +{"idx": 40, "level": 1, "span": "LEGACY STOCK APPRECIATION RIGHTS PLAN"} +{"idx": 40, "level": 0, "span": "FORM OF STOCK OPTION AGREEMENT\nThis Stock Option Agreement (the “Option Agreement”), dated as of the 21st day of July 2016 (the “Conversion Date”), is between CommerceHub, Inc., a Delaware corporation (the “Company”), and Richard Jones (the “Awardee”).\nWHEREAS, the Awardee was a holder of outstanding stock appreciation rights (the “Original SAR”) granted on January 14, 2011 (the “Original Grant Date”) under the Commerce Technologies, Inc. 2010 Stock Appreciation Rights Plan (as amended effective as of January 13, 2011, the “Prior Plan”) administered by Commerce Technologies, Inc. (“CTI”).\nWHEREAS, in connection with the reorganization of CTI, the merger of CTI with and into a subsidiary of the Company and the anticipated spin-off of the Company from Liberty Interactive Corporation, a Delaware corporation, the Prior Plan was amended and restated into the form of the CommerceHub Inc. Legacy Stock Appreciation Rights Plan (the “Plan”) and, as of the Conversion Date, the outstanding stock appreciation rights under the Prior Plan were converted into options to purchase Common Shares pursuant to the Plan.\nNOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows:\n1.Grant of Option. Pursuant to the terms of the Plan, the Committee hereby grants to Awardee, an Option, subject to the terms, definitions and provisions of the Plan adopted by the Company, which is incorporated herein by reference, and pursuant to this Option Agreement. Unless otherwise defined herein, capitalized terms used in this Option Agreement shall have the meaning ascribed to such terms in the Plan. Except as expressly set forth in Section 4, in the event of a conflict between the terms of the Plan and this Option Agreement, the Plan shall prevail.\n2.Value of the Option. The Option shall entitle the Awardee, after the Option has vested, to purchase Common Shares at the exercise price set forth on the attached Notice of Grant (the “Exercise Price”) upon exercise of the Option pursuant to Section 6. No dividend equivalents are paid with respect to any Option.\n3.Nonassignability of Option. The Option is not assignable or transferable by the Awardee except by will or by the laws of descent and distribution. During the lifetime of the Awardee, only the Awardee or Awardee’s guardian or legal representative shall be entitled to exercise the Option.\n4.Prevailing Agreement. In the event of a conflict between the terms of the Plan and this Agreement, the Plan shall prevail, except as expressly set forth below. In particular, as they relate to Awardee:\na.The definition of “Cause” in Section 3(d) of the Plan is superseded by the definition of “Cause” contained in that certain employment agreement between Awardee and CTI dated as of January 4, 2011, as such agreement may be modified from time to time (the “Jones Employment Agreement”).\nb.The definition of “Grounds for Forfeiture” in Section 4(o) of the Plan is superseded and the term “Grounds for Forfeiture” shall mean “Cause” as defined in the Jones Employment Agreement.\n5.Exercise Period. The Option or any portion thereof may be exercised only after the Option or any portion thereof has vested and only within the term set forth in the Notice of Grant contained herein and may be exercised during such term only in accordance with the terms of the Plan and this Option Agreement. No Options shall be exercisable after the tenth anniversary of the Original Grant Date.\n6.Method of Exercise. Options will be considered exercised (as to the number of Options specified in the notice referred to in clause (i) below) on the latest of (a) the date of exercise designated in the written notice referred to in clause (i) below, (b) if the date so designated is not a Business Day (as defined below), the first Business Day following such date or (c) the earliest Business Day by which the Company has received all of the following:\n(i)    Written notice, in such form as the Committee may require, containing such representations and warranties as the Committee may require and designating, among other things, the date of exercise and the number and of Common Shares to be purchased by exercise of Options (each, an “Option Share”);\n(ii)    Payment of the applicable Exercise Price for each Option Share in any (or a combination) of the following forms: (A) cash, (B) check, (C) the delivery, together with a properly executed exercise notice, of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay such Exercise Price (and, if applicable, the Required Withholding Amount as described in Section 7) or (D) the delivery of irrevocable instructions (provided such method of exercise is then-permitted by the Company) via the Company’s online grant and administration program for\nthe Company to withhold the number of Common Shares (valued at the Fair Market Value of such Common Share on the date of exercise) required to pay such Exercise Price (and, if applicable, the Required Withholding Amount as described in Section 7) that would otherwise be delivered by the Company to the Awardee upon exercise of the Options; and\n(iii)    Any other documentation that the Committee may reasonably require.\nAs used in this Section 6, “Business Day” means any day other than Saturday, Sunday or a day on which banking institutions in Albany, New York, are required or authorized to be closed.\n7.Mandatory Withholding for Taxes. The Awardee acknowledges and agrees that the Company will deduct from the Common Shares otherwise payable or deliverable upon exercise of any Options that number of Common Shares (valued at the Fair Market Value of such Common Shares on the date of exercise) that is equal to the amount of all federal, state and other governmental taxes required to be withheld by the Company or any subsidiary of the Company upon such exercise, as determined by the Company (the “Required Withholding Amount”), unless provisions to pay such Required Withholding Amount have been made to the satisfaction of the Company. If the Awardee elects to make payment of the applicable Exercise Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay such Exercise Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of its determination of the Required Withholding Amount.\n8.Forfeiture. If the Awardee has a Separation from Service with the Company for any reason, any portion of this Option that is issued and outstanding but unvested as of the date of such termination of employment will be cancelled and terminate as of the date of termination. If the Awardee has a Separation from Service for Cause or, in the event that the Committee determines, in its sole discretion, that any conduct of the Awardee constitutes Grounds for Forfeiture of the Option, all rights of the Awardee under this Option Agreement and the Plan (including rights with respect to outstanding vested or unvested Options) will terminate as of the date of termination.\n9. Separation from Service. In case of the Awardee’s Separation from Service for any reason other than for Cause, the Awardee may exercise this Option during the Termination Period set out in the Notice of Grant herein, but only to the extent it was exercisable at the date of such termination (but in no event later than the “Term/Expiration Date” of this Option as set forth in the Notice of Grant herein). To the extent that Awardee was not entitled to exercise this Option at the date of such termination, and to the extent that Awardee does not exercise this Option (to the extent otherwise so entitled) within the Termination Period specified in the Notice of Grant, this Option shall terminate.\n10.Amendments to the Plan. If any adjustments or amendments made to the Plan materially adversely effect Awardee’s outstanding Option and as a result the Awardee is materially adversely effected, the Company agrees that it will ensure that Awardee is made whole and receives the full benefit of his Options as if no such adjustment or amendment had been made.\n11.Tax Consequences.\na.Awardee understands that upon either the grant or the exercise of this Option, the Awardee may recognize adverse tax consequences.\nb.Awardee understands that the Company will be required to withhold any tax or social insurance required from any governmental authority. Awardee is encouraged to consult with a tax advisor concerning the tax consequences of exercising this Option.\n12.Entire Agreement. The Plan and this Option Agreement (including the Notice of Option Grant contained herein), constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of CTI and the Company and Awardee with respect to the subject matter hereof, and the Original SAR is hereby replaced in its entirety and is null and void and of no further effect."} +{"idx": 40, "level": 1, "span": "AWARDEE ACKNOWLEDGES THAT NEITHER THE PLAN NOR THIS OPTION AGREEMENT CONFERS ANY RIGHT WITH RESPECT TO CONTINUANCE OF EMPLOYMENT WITH OR SERVICE TO THE COMPANY NOR INTERFERES IN ANY WAY WITH ANY RIGHT THE COMPANY WOULD OTHERWISE HAVE TO TERMINATE THE AWARDEE’S SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE. NO PERSON SHALL, BY REASON OF PARTICIPATION IN THE PLAN, ACQUIRE ANY RIGHT OR TITLE TO ANY ASSETS, FUNDS OR PROPERTY OF THE COMPANY, INCLUDING WITHOUT LIMITATION, ANY SPECIFIC FUNDS, ASSETS OR OTHER PROPERTY WHICH THE COMPANY MAY SET ASIDE IN ANTICIPATION OF ANY LIABILITY UNDER THE PLAN. A PARTICIPANT SHALL HAVE ONLY A CONTRACTUAL RIGHT TO AN OPTION, IF ANY, PAYABLE UNDER THE PLAN, UNSECURED BY ANY ASSETS OF THE COMPANY, AND NOTHING CONTAINED IN THE PLAN SHALL CONSTITUTE A GUARANTEE THAT THE ASSETS OF THE COMPANY SHALL BE SUFFICIENT TO PAY ANY BENEFITS TO ANY PERSON.\nAwardee acknowledges receipt of a copy of the Plan and certain information related thereto and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option Agreement subject to all of the terms and provisions\nof the Plan. Awardee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of independent counsel prior to executing this Option Agreement and fully understands all provisions relating to this Option Agreement. Awardee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Option Agreement.\nIf by August 31, 2016, the Awardee does not reject the Options granted pursuant to this Option Agreement by written notice received by the Company’s Human Resources Department, the Options will be deemed to be accepted on the Conversion Date."} +{"idx": 40, "level": 1, "span": "[Remainder of Page Intentionally Left Blank]"} +{"idx": 40, "level": 4, "span": "(i)    Written notice, in such form as the Committee may require, containing such representations and warranties as the Committee may require and designating, among other things, the date of exercise and the number and of Common Shares to be purchased by exercise of Options (each, an “Option Share”);"} +{"idx": 40, "level": 4, "span": "(ii)    Payment of the applicable Exercise Price for each Option Share in any (or a combination) of the following forms: (A) cash, (B) check, (C) the delivery, together with a properly executed exercise notice, of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay such Exercise Price (and, if applicable, the Required Withholding Amount as described in Section 7) or (D) the delivery of irrevocable instructions (provided such method of exercise is then-permitted by the Company) via the Company’s online grant and administration program for"} +{"idx": 40, "level": 4, "span": "(iii)    Any other documentation that the Committee may reasonably require."} +{"idx": 40, "level": 2, "span": "9. Separation from Service\nIn case of the Awardee’s Separation from Service for any reason other than for Cause, the Awardee may exercise this Option during the Termination Period set out in the Notice of Grant herein, but only to the extent it was exercisable at the date of such termination (but in no event later than the “Term/Expiration Date” of this Option as set forth in the Notice of Grant herein). To the extent that Awardee was not entitled to exercise this Option at the date of such termination, and to the extent that Awardee does not exercise this Option (to the extent otherwise so entitled) within the Termination Period specified in the Notice of Grant, this Option shall terminate."} +{"idx": 40, "level": 1, "span": "COMMERCEHUB, INC."} +{"idx": 40, "level": 1, "span": "NOTICE OF OPTION GRANT\nRichard Jones\n[Address]\nCommerceHub, Inc. (the “Company”) has granted Richard Jones (“Awardee”) an Option covering Common Shares of the Company as follows:\nOriginal Date of Grant:                                    January 14, 2011\nConversion Date:                                    July 21, 2016\nNumber of Common Shares Covered by this Option:                     174,535\nExercise Price:                                        $2.66\nTerm/Expiration Date:                                    January 14, 2021"} +{"idx": 40, "level": 1, "span": "Vesting\n: [Agreed-Upon Metric]"} +{"idx": 40, "level": 1, "span": "Termination Period\n: Any portion of the Option that, as of the date of the Awardee’s Separation from Service for any reason other than for Cause, is unexpired, vested and non-forfeitable may be exercised until the “Close of Business” on the six month anniversary of the date of such Separation from Service with the Company (but in no event later than the Term/Expiration Date). “Close of Business” means, on any day, 5:00 p.m., Albany, New York time on such day. "} diff --git a/data/auto_parse/level_freeze/frozen/idx_41.jsonl b/data/auto_parse/level_freeze/frozen/idx_41.jsonl new file mode 100644 index 0000000..3bca227 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_41.jsonl @@ -0,0 +1,6 @@ +{"idx": 41, "level": 0, "span": "INDEMNIFICATION AGREEMENT\nThis\nIndemnification Agreement (“Agreement”) is made and entered into as of April 27, 2017, by and among Rosehill Resources Inc., a Delaware corporation (the “Company”) and its subsidiaries and controlled affiliates\n(together with the Company, the “Rosehill Companies” and each a “Rosehill Company”), and [●] (“Indemnitee”).\nWHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of the Rosehill\nCompanies to attract and retain qualified individuals to serve as directors and officers, it is reasonable, prudent and necessary for each of the Rosehill Companies to indemnify and advance expenses on behalf of its and the other Rosehill\nCompanies’ directors and/or officers to the fullest extent permitted by applicable law so that they will serve or continue to serve the Rosehill Companies free from undue concern regarding such risks;\nWHEREAS, the Rosehill Companies have requested that Indemnitee serve or continue to serve as a director and/or an officer of one or more of the Rosehill\nCompanies and may have requested or may in the future request that Indemnitee serve one or more Rosehill Entities (as hereinafter defined) as a director or an officer or in other capacities;\nWHEREAS, one of the conditions that Indemnitee requires in order to serve as a director and/or an officer of one or more of the Rosehill Companies is that\nsuch Indemnitee be so indemnified; and\nWHEREAS, Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided\nby one or more of the Designating Stockholders (as hereinafter defined) (or their affiliates) and/or any insurer providing insurance coverage under any policy purchased or maintained by such Designating Stockholders (or their affiliates), which\nIndemnitee, the Rosehill Companies and the Designating Stockholders (or their affiliates) intend to be secondary to the primary obligation of the Rosehill Companies to indemnify Indemnitee as provided herein, with the Rosehill Companies’\nacknowledgement of and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve as a director and/or officer of each of the Rosehill Companies.\nNOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Rosehill Companies and Indemnitee do hereby covenant and agree as\nfollows:\n1. Services by Indemnitee. Indemnitee agrees to serve as a director and/or an officer of one or more of the Rosehill Companies.\nIndemnitee may at any time and for any reason resign from such position (subject to any contractual obligation the Indemnitee may have under any other agreement).\n2. Indemnification—General. On the terms and subject to the conditions of this Agreement, the Rosehill Companies shall, to the fullest extent\npermitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all losses, damages, liabilities, judgments, fines, penalties, costs, amounts paid in settlement, Expenses (as hereinafter defined) and other\namounts that Indemnitee reasonably incurs and that result from, arise in connection with or are by reason of Indemnitee’s Corporate Status (as hereinafter defined) and shall advance Expenses to Indemnitee. The obligations of the Rosehill\nCompanies under this Agreement (a) are joint and several obligations of each Rosehill Company, (b) shall continue after such time as Indemnitee ceases to serve as a director or an officer of the Rosehill Companies or in any other Corporate\nStatus, and (c) include, without limitation, claims for monetary damages against Indemnitee in respect of any actual or alleged liability or other loss of Indemnitee, to the fullest extent permitted under applicable law (including, if\napplicable, Section 145 of the Delaware General Corporation Law) as in existence on the date hereof, as amended from time to time. A limitation under law of any Rosehill Company on providing indemnification or an advance of expenses to\nIndemnitee shall not limit the indemnification and advancement obligations of any Rosehill Company not so limited.\n3. Proceedings Other Than\nProceedings by or in the Right of the Rosehill Companies. If in connection with or by reason of Indemnitee’s Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter\ndefined) other than a Proceeding by or in the right of any of the Rosehill Companies to procure a judgment in its favor, the Rosehill Companies shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee\nharmless from and against, all Expenses, losses, damages, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments\nand other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts paid in settlement) reasonably incurred by Indemnitee or on behalf\nof Indemnitee in connection with such Proceeding or any claim, issue or matter therein.\n4. Proceedings by or in the Right of the Rosehill\nCompanies. If in connection with or by reason of Indemnitee’s Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of any of the Rosehill Companies to procure a\njudgment in such Rosehill Company’s favor, the Rosehill Companies shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses reasonably incurred by Indemnitee\nor on behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein.\n5. Mandatory Indemnification in Case of\nSuccessful Defense. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in\ndefense of any Proceeding or any claim, issue or matter therein (including, without limitation, any Proceeding brought by or in the right of any Rosehill Company), the Rosehill Companies shall, to the fullest extent permitted by law, indemnify\nIndemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee in connection therewith. If Indemnitee is not wholly successful in defense of such Proceeding but is\nsuccessful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Rosehill Companies shall, to the fullest extent permitted by law, indemnify Indemnitee against all Expenses reasonably\nincurred by Indemnitee or on behalf of Indemnitee in connection with each successfully resolved claim, issue or matter. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a\nProceeding by dismissal, with or without prejudice, on substantive or procedural grounds, or settlement of any such claim prior to a final judgment by a court of competent jurisdiction with respect to such Proceeding, shall be deemed to be a\nsuccessful result as to such claim, issue or matter; provided, however, that any settlement of any claim, issue or matter in such a Proceeding shall not be deemed to be a successful result as to such claim, issue or matter if such\nsettlement is effected by Indemnitee without the Rosehill Companies’ prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.\n6. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by any of the Rosehill\nCompanies for some or a portion of the Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilities,\njudgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee or on behalf of Indemnitee in connection with a Proceeding or any claim, issue or matter therein, in whole or in part, the Rosehill Companies shall, to the fullest\nextent permitted by law, indemnify Indemnitee to the fullest extent to which Indemnitee is entitled to such indemnification.\n7. Indemnification for\nAdditional Expenses Incurred to Secure Recovery or as Witness.\n(a) The Rosehill Companies shall, to the fullest extent permitted by law, indemnify\nIndemnitee with respect to, and hold Indemnitee harmless from and against, any and all Expenses and, if requested by Indemnitee, shall advance on an as-incurred basis (as provided in Section 8 of this Agreement) such Expenses to\nIndemnitee, which are incurred by Indemnitee in connection with any action or proceeding or part thereof brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Rosehill Companies under this Agreement, any other\nagreement, the Certificate of Incorporation or By-laws of the applicable Rosehill Company as now or hereafter in effect, or pursuant to Section 5.5 of the Business Combination Agreement, dated as of December 20, 2016, by and between KLR\nEnergy Acquisition Corp. and Tema Oil and Gas Company; or (ii) recovery under any director and officer liability insurance policies maintained by any Rosehill Entity.\n(b) To the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness (or is forced or asked to respond to discovery requests) in\nany Proceeding to which Indemnitee is not a party, the Rosehill Companies shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, and the Rosehill Companies will advance on\nan as-incurred basis (as provided in Section 8 of this Agreement), all Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee in connection therewith.\n8. Advancement of Expenses. The Rosehill Companies shall, to the fullest extent permitted by law, pay on a current and as-incurred basis all Expenses\nincurred by Indemnitee in connection with any Proceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status. Such Expenses shall be paid in advance of the final disposition of such Proceeding, without regard\nto whether Indemnitee will ultimately be entitled to be\nindemnified for such Expenses and without regard to whether an Adverse Determination (as hereinafter defined) has been or may be made. Upon submission of a request for advancement of Expenses\npursuant to Section 9(c) of this Agreement, Indemnitee shall be entitled to advancement of Expenses as provided in this Section 8, and such advancement of Expenses shall continue until such time (if any) as there is a final\nnon-appealable judicial determination that Indemnitee is not entitled to indemnification. Indemnitee shall repay such amounts advanced if and to the extent that it shall ultimately be determined in a decision by a court of competent jurisdiction\nfrom which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Rosehill Companies for such Expenses. Such repayment obligation shall be unsecured and shall not bear interest. The Rosehill Companies shall not impose on\nIndemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment. Indemnitee shall, in all events, be entitled to advancement of Expenses, without regard to Indemnitee’s ultimate entitlement\nto indemnification, until the final determination of the Proceeding.\n9. Indemnification Procedures.\n(a) Notice of Proceeding. Indemnitee agrees to notify the Rosehill Companies promptly upon being served with any summons, citation, subpoena, complaint,\nindictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder. Any failure by Indemnitee to notify any Rosehill Company will not relieve the Rosehill\nCompanies of its advancement or indemnification obligations under this Agreement unless, and only to the extent that, the Rosehill Companies can establish that such omission to notify resulted in actual and material prejudice to it which prejudice\ncannot be reversed or otherwise eliminated without any material negative effect on the Rosehill Companies, and the omission to notify such Rosehill Companies will, in any event, not relieve any Rosehill Company from any liability which it may have\nto indemnify Indemnitee otherwise than under this Agreement. If, at the time of receipt of any such notice, the Rosehill Companies have director and officer liability insurance policies in effect, the Rosehill Companies will promptly notify the\nrelevant insurers in accordance with the procedures and requirements of such policies.\n(b) Defense; Settlement. Indemnitee shall have the sole\nright and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Rosehill Companies shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s\nsole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such\nsettlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional, full release of Indemnitee by all relevant parties from all liability on any matters that are the\nsubject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Rosehill Companies have fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and\nagainst, all Expenses and other amounts incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Rosehill Companies shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding\nagainst Indemnitee if such settlement is effected by Indemnitee without the Rosehill Companies’ prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment\nof money or performance of any obligation by persons other than the Rosehill Companies and includes an unconditional release of the Rosehill Companies by any party to such Proceeding other than the Indemnitee from all liability on any matters that\nare the subject of such Proceeding and an acknowledgment that the Rosehill Companies deny all wrongdoing in connection with such matters.\n(c) Request\nfor Advancement; Request for Indemnification.\n(i) To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Rosehill\nCompanies a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Rosehill Companies and reasonably available to Indemnitee, and, only to the extent required by applicable law\nwhich cannot be waived, an unsecured written undertaking to repay amounts advanced; provided, that in connection with any request for advancement of Expenses, Indemnitee shall not be required to provide any materials or information to the\nextent that the provisions of such materials or information would undermine or otherwise jeopardize attorney-client privilege. The Rosehill Companies shall make advance payment of Expenses to Indemnitee no later than five (5) business days\nafter receipt of the written request for advancement (and each subsequent request for advancement) by Indemnitee. If, at the time of receipt of any such written request for advancement of Expenses, the Rosehill Companies have director and officer\ninsurance policies in effect, the Rosehill Companies will promptly notify the relevant insurers in accordance with the procedures and requirements\nof such policies. The Rosehill Companies shall thereafter keep such director and officer insurers informed of the status of the Proceeding or other claim and take such other actions, as\nappropriate to secure coverage of Indemnitee for such claim.\n(ii) To obtain indemnification under this Agreement, at any time before or after submission\nof a request for advancement pursuant to Section 9(c)(i) of this Agreement, Indemnitee may submit a written request for indemnification hereunder. The time at which Indemnitee submits a written request for indemnification shall be\ndetermined by the Indemnitee in the Indemnitee’s sole discretion. Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification), a Determination (as\nhereinafter defined) shall thereafter be made, as provided in and only to the extent required by Section 9(d) of this Agreement. In no event shall a Determination be made, or required to be made, as a condition to or otherwise in\nconnection with any advancement of Expenses pursuant to Section 8 and Section 9(c)(i) of this Agreement. If, at the time of receipt of any such request for indemnification, the Rosehill Companies have director and officer\ninsurance policies in effect, the Rosehill Companies will promptly notify the relevant insurers and take such other actions as necessary or appropriate to secure coverage of Indemnitee for such claim in accordance with the procedures and\nrequirements of such policies.\n(d) Determination. The Rosehill Companies agree that Indemnitee shall be indemnified to the fullest extent\npermitted by law and that no Determination shall be required in connection with such indemnification unless specifically required by applicable law which cannot be waived. In no event shall a Determination be required in connection with\nindemnification for Expenses pursuant to Section 7 of this Agreement or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a\nDetermination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within thirty (30) days after receipt of Indemnitee’s written request for indemnification pursuant to\nSection 9(c)(ii) and such Determination shall be made either (i) by the Disinterested Directors (as hereinafter defined), even though less than a quorum, so long as Indemnitee does not request that such Determination be made by\nIndependent Counsel (as hereinafter defined), or (ii) if so requested by Indemnitee, in Indemnitee’s sole discretion, by Independent Counsel in a written opinion to the Rosehill Companies and Indemnitee. If a Determination is made that\nIndemnitee is entitled to indemnification, payment to Indemnitee shall be made within five (5) business days after such Determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with\nrespect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and\nwhich is reasonably available to Indemnitee and reasonably necessary to such Determination. Any Expenses incurred by Indemnitee in so cooperating with the Disinterested Directors or Independent Counsel, as the case may be, making such determination\nshall be advanced and borne by the Rosehill Companies (irrespective of the Determination as to Indemnitee’s entitlement to indemnification) and each Rosehill Company is liable to indemnify and hold Indemnitee harmless therefrom. If the person,\npersons or entity empowered or selected under this Section 9(d) to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Rosehill Companies of\nthe request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a\nmisstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such\nindemnification under applicable law; provided, however, that such thirty (30) day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the\ndetermination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing\nprovisions of this Section 9(d) shall not apply if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(e).\n(e) Independent Counsel. In the event Indemnitee requests that the Determination be made by Independent Counsel pursuant to Section 9(d) of\nthis Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors,\nin which event the Board of Directors shall make such selection on behalf of the Rosehill Companies, subject to the remaining provisions of this Section 9(e)), and Indemnitee or the Rosehill Companies, as the case may be, shall give\nwritten notice to the other, advising the Rosehill Companies or Indemnitee of the identity of the Independent Counsel so selected. The Rosehill Companies or Indemnitee, as the\ncase may be, may, within five (5) days after such written notice of selection shall have been received, deliver to Indemnitee or the Company, as the case may be, a written objection to such\nselection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 15 of\nthis Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is so made and\nsubstantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within ten\n(10) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(c)(ii) of this Agreement and after a request for the appointment of Independent Counsel has been made, no Independent Counsel\nshall have been selected and not objected to, either the Rosehill Companies or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Rosehill Companies or Indemnitee to the\nother’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so\nresolved or the person so appointed shall act as Independent Counsel under Section 9(d) of this Agreement. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(f) of this Agreement,\nIndependent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by or in connection with the appointment of\nIndependent Counsel shall be borne by the Rosehill Companies (irrespective of the Determination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.\n(f) Consequences of Determination; Remedies of Indemnitee. The Rosehill Companies shall be bound by and shall have no right to challenge a Favorable\nDetermination. If an Adverse Determination is made, or if for any other reason the Rosehill Companies do not make timely indemnification payments or advances of Expenses, Indemnitee shall have the right to commence a Proceeding before a court of\ncompetent jurisdiction to challenge such Adverse Determination and/or to require the Rosehill Companies to make such payments or advances (and the Company shall have the right to defend its position in such Proceeding and to appeal any adverse\njudgment in such Proceeding). Indemnitee shall be entitled to be indemnified for all Expenses incurred in connection with such a Proceeding and to have such Expenses advanced by the Company in accordance with Section 8 of this Agreement.\nIf Indemnitee fails to challenge an Adverse Determination within thirty (30) business days, or if Indemnitee challenges an Adverse Determination and such Adverse Determination has been upheld by a final judgment of a court of competent\njurisdiction from which no appeal can be taken, then, to the extent and only to the extent required by such Adverse Determination or final judgment, the Rosehill Companies shall not be obligated to indemnify Indemnitee under this Agreement.\n(g) Presumptions; Burden and Standard of Proof. The parties intend and agree that, to the extent permitted by law, in connection with any Determination\nwith respect to Indemnitee’s entitlement to indemnification hereunder by any person, including a court:\n(i) it will be presumed that Indemnitee is\nentitled to indemnification under this Agreement (notwithstanding any Adverse Determination), and the Rosehill Entities or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection\nwith the making by any person, persons or entity of any determination contrary to that presumption;\n(ii) the termination of any action, suit or\nproceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably\nbelieved to be in or not opposed to the best interests of the applicable Rosehill Entity, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful;\n(iii) Indemnitee will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the applicable Rosehill\nEntity, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of directors of the applicable Rosehill Entity, or on the advice of legal counsel or other advisors (including\nfinancial advisors and accountants) for the applicable Rosehill Entity or on information or records given in reports made to the applicable Rosehill Entity by an independent certified public accountant or by an appraiser or other expert or advisor\nselected by the applicable Rosehill Entity; provided, however, that Indemnitee will not be deemed to have acted in good faith if such record or book of account of the applicable Rosehill Entity that was the basis for Indemnitee’s action was\ncreated by or at the direction of Indemnity acting in bad faith or with gross negligence; and\n(iv) the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of any of the\nRosehill Entities or relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder; provided, however, that the foregoing shall not be true if Indemnitee acts or\nfails to act in bad faith or with gross negligence.\nThe provisions of this Section 9(g) shall not be deemed to be exclusive or to limit in\nany way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.\n10.\nRemedies of Indemnitee.\n(a) In the event that (i) a determination is made pursuant to Section 9(d) of this Agreement that\nIndemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 and Section 9(c)(i) of this Agreement, (iii) no determination of entitlement\nto indemnification shall have been made pursuant to Section 9(d) of this Agreement within thirty (30) days after receipt by the Rosehill Companies of the request for indemnification, (iv) payment of indemnification is not made\npursuant to Section 5, 6 or 7 of this Agreement within five (5) business days after receipt by the Rosehill Companies of a written request therefor, (v) payment of indemnification pursuant to\nSection 3, 4 or 7 of this Agreement is not made within five (5) business days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Rosehill Companies or\nany other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended\nto be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration\nto be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Rosehill Companies shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.\n(b) In the event that a determination shall have been made pursuant to Section 9(d) of this Agreement that Indemnitee is not entitled to\nindemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, in which (i) Indemnitee shall not be\nprejudiced by reason of that adverse determination, and (ii) the Rosehill Companies shall bear the burden of establishing that Indemnitee is not entitled to indemnification.\n(c) If a determination shall have been made pursuant to Section 9(d) of this Agreement that Indemnitee is entitled to indemnification, the\nRosehill Companies shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 10, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact\nnecessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.\n(d) The Rosehill Companies shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced\npursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Rosehill Companies are bound by all\nthe provisions of this Agreement.\n11. Insurance; Subrogation; Other Rights of Recovery, etc.\n(a) Each Rosehill Company shall use commercially reasonable efforts to purchase and maintain a policy or policies of insurance with reputable insurance\ncompanies with A.M. Best ratings of “A” or better, to provide insurance for Indemnitee for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status, or\narising out of Indemnitee’s status as such, whether or not any such Rosehill Company would have the power to indemnify Indemnitee against such liability. Such insurance policies shall have coverage terms and policy limits at least as favorable\nto Indemnitee as the insurance coverage provided to any other director or officer of the Rosehill Companies. If any Rosehill Company has such insurance in effect at the time it receives from Indemnitee any notice of the commencement of an action,\nsuit, proceeding or other claim, such Rosehill Company shall give prompt notice of the commencement of such action, suit, proceeding or other claim to the insurers and take such other actions in accordance with the procedures set forth in the policy\nas required or appropriate to secure coverage of Indemnitee for such action, suit, proceeding or other claim. Such Rosehill\nCompany shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding or other\nclaim in accordance with the terms of such policy. Such Rosehill Company shall continue to provide insurance for Indemnitee for a period of at least six (6) years after Indemnitee ceases to serve as a director or an officer or in any other\nCorporate Status.\n(b) In the event of any payment by any Rosehill Company under this Agreement, such Rosehill Company shall be subrogated to the extent\nof such payment to all of the rights of recovery of Indemnitee against any other Rosehill Entity, and Indemnitee hereby agrees, as a condition to obtaining any advancement or indemnification from the Rosehill Companies, to assign to such Rosehill\nCompany all of Indemnitee’s rights to obtain from such other Rosehill Entity such amounts to the extent that they have been paid by such Rosehill Company to or for the benefit of Indemnitee as advancement or indemnification under this Agreement\nand are adequate to indemnify Indemnitee with respect to the costs, Expenses or other items to the full extent that Indemnitee is entitled to indemnification or other payment hereunder; and Indemnitee will (upon request by the Rosehill Companies)\nexecute all papers required and use reasonable best efforts to take all action reasonably necessary to secure such rights, including execution of such documents as are necessary to enable such Rosehill Company to bring suit or enforce such rights.\n(c) Each of the Rosehill Companies hereby unconditionally and irrevocably waives, relinquishes and releases, and covenants and agrees not to exercise\n(and to cause each of the other Rosehill Entities not to exercise), any rights that such Rosehill Company may now have or hereafter acquire against any Designating Stockholder (or former Designating Stockholder), insurer of such Designating\nStockholder (or former Designating Stockholder) or Indemnitee that arise from or relate to the existence, payment, performance or enforcement of the Rosehill Companies’ obligations under this Agreement or under any other indemnification\nagreement (whether pursuant to contract, by-laws or charter) with any person or entity, including, without limitation, any right of subrogation (whether pursuant to contract or common law), reimbursement, exoneration, contribution or\nindemnification, or to be held harmless, and any right to participate in any claim or remedy of Indemnitee against any Designating Stockholder (or former Designating Stockholder) or Indemnitee, whether or not such claim, remedy or right arises in\nequity or under contract, statute or common law, including, without limitation, the right to take or receive from any Designating Stockholder (or former Designating Stockholder), insurer of such Designating Stockholder (or former Designating\nStockholder) or Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.\n(d) The Rosehill Companies shall not be liable to pay or advance to Indemnitee any amounts otherwise indemnifiable under this Agreement or under any other\nindemnification agreement if, and to the extent that, Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise; provided, however, that (i) the Rosehill Companies hereby\nagree that they are the indemnitors of first resort under this Agreement and under any other indemnification agreement (i.e., their obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement and/or\nindemnification to Indemnitee are primary and any obligation of any Designating Stockholder (or any affiliate thereof other than a Rosehill Company) and/or any obligation of any insurer providing insurance coverage under any policy purchased or\nmaintained by such Designating Stockholders (or by any affiliate thereof, other than a Rosehill Company) to provide advancement or indemnification for the same Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement\n(including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee are secondary), and\n(ii) if any Designating Stockholder (or any affiliate thereof other than a Rosehill Entity) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant\nto contract, by-laws or charter) with Indemnitee, then (x) such Designating Stockholder (or such affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (y) the Rosehill\nCompanies shall fully indemnify, reimburse and hold harmless such Designating Stockholder (or such other affiliate) for all such payments actually made by such Designating Stockholder (or such other affiliate).\n(e) The Rosehill Companies’ obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of or relating to Indemnitee’s service at\nthe request of any of the Rosehill Companies as a director, officer, employee, fiduciary, trustee, representative, partner or agent of any other Rosehill Entity shall be reduced by any amount Indemnitee has actually received as payment of\nindemnification or advancement of Expenses from such other Rosehill Entity, except to the extent that such indemnification payments and advance payment of Expenses when taken together with any such amount actually received from other Rosehill\nEntities or under director and officer insurance policies maintained by one or more Rosehill Entities are inadequate to fully pay all costs, Expenses or other items to the full extent that Indemnitee is otherwise entitled to indemnification or other\npayment hereunder.\n(f) Except as provided in Sections 11(c), 11(d) and 11(e) of this Agreement, the rights to\nindemnification and advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time, whenever conferred or arising, be entitled under applicable law, under the Rosehill\nEntities’ Certificates of Incorporation or By-Laws, or under any other agreement including the Business Combination Agreement, dated as of December 20, 2016, by and between KLR Energy Acquisition Corp. and Tema Oil and Gas Company, vote of\nstockholders or resolution of directors of any Rosehill Entity, or otherwise. Indemnitee’s rights under this Agreement are present contractual rights that fully vest upon Indemnitee’s first service as a director or an officer of any of the\nRosehill Companies. The Parties hereby agree that Sections 11(c), 11(d) and 11(e) of this Agreement shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided\nto Indemnitee under any other contract, agreement or document with any Rosehill Entity.\n(g) No amendment, alteration or repeal of this Agreement or of\nany provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent\nthat a change in the General Corporation Law of the State of Delaware (or other applicable law), whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Rosehill\nEntities’ Certificates of Incorporation or By-Laws and this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. The assertion or employment of any right or\nremedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.\n12. Employment Rights;\nSuccessors; Third Party Beneficiaries.\n(a) This Agreement shall not be deemed an employment contract between the Rosehill Companies and Indemnitee.\nThis Agreement shall continue in force as provided above after Indemnitee has ceased to serve as a director and/or an officer of the Rosehill Companies or any other Corporate Status.\n(b) This Agreement shall be binding upon each of the Rosehill Companies and their successors and assigns and shall inure to the benefit of Indemnitee and\nIndemnitee’s heirs, executors and administrators. If any of the Rosehill Companies or any of their respective successors or assigns shall (i) consolidate with or merge into any other corporation or entity and shall not be the continuing or\nsurviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made\nso that the successors and assigns of the Rosehill Companies shall assume all of the obligations set forth in this Agreement.\n(c) The Designating\nStockholders are express third party beneficiaries of this Agreement, are entitled to rely upon this Agreement, and may specifically enforce the Rosehill Companies’ obligations hereunder (including but not limited to the obligations specified\nin Section 11 of this Agreement) as though a party hereunder.\n13. Severability. If any provision or provisions of this Agreement shall\nbe held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement\ncontaining any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (b) such provision or provisions shall be deemed reformed to\nthe extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any\nSection of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.\n14. Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement and except as provided in\nSection 7(a) of this Agreement or as may otherwise be agreed by any Rosehill Company, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding brought by\nIndemnitee (other than a Proceeding by Indemnitee (i) by way of defense or counterclaim or other similar portion of a Proceeding, (ii) to enforce Indemnitee’s rights under this Agreement or (iii) to enforce any other rights of\nIndemnitee to indemnification, advancement or contribution from the Rosehill Companies under any other contract, by-laws or charter or under statute or other law, including any rights under Section 145 of the Delaware General Corporation Law),\nunless the bringing of such Proceeding or making of such claim shall have been approved by the Board of Directors of the applicable Rosehill Company.\n15. Definitions. For purposes of this Agreement:\n(a) “Board of Directors” means the board of directors of the Company.\n(b) “By-laws” means (i) in the case of the Company, its by-laws and (ii) in the case of any other entity, its by-laws or similar\ngoverning document, in each case, as such governing document is amended from time to time.\n(c) “Certificate of Incorporation” means,\n(i) in the case of the Company, its certificate of incorporation and (ii) in the case of any other entity, its certificate of incorporation, articles of incorporation or similar constituting document, in each case, as such constituting\ndocument is amended from time to time.\n(d) “Corporate Status” describes the status of a person by reason of such person’s past,\npresent or future service as a director, officer, employee, fiduciary, trustee, or agent of any of the Rosehill Companies (including, without limitation, one who serves at the request of any of the Rosehill Companies as a director, officer,\nemployee, fiduciary, trustee or agent of any other Rosehill Entity).\n(e) “Designating Stockholder” means any of the Sponsors, in each\ncase so long as an individual designated by the Sponsors or any of their respective affiliates (as provided by the Company’s Certificate of Incorporation and By-laws and Stockholders Agreement) serves or has served as a director and/or officer\nof any Rosehill Entity.\n(f) “Determination” means a determination that either (x) there is a reasonable basis for the conclusion\nthat indemnification of Indemnitee is proper in the circumstances because Indemnitee met a/the particular standard(s) of conduct (a “Favorable Determination”) or (y) there is no reasonable basis for the conclusion that\nindemnification of Indemnitee is proper in the circumstances because Indemnitee met a/the particular standard(s) of conduct (an “Adverse Determination”). An Adverse Determination shall include the decision that a Determination was\nrequired in connection with indemnification and the decision as to the applicable standard of conduct.\n(g) “Disinterested Director”\nmeans a director of the Company (or, if a Determination is necessary with respect to a Rosehill Company other than the Company, a director of such Rosehill Company) who is not and was not a party to the Proceeding in respect of which indemnification\nis sought by Indemnitee and does not otherwise have an interest materially adverse to any interest of the Indemnitee.\n(h) “Expenses”\nshall mean all direct and indirect costs, fees and expenses of any type or nature whatsoever and shall specifically include, without limitation, all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of\nexperts, witness fees and costs, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed\nreceipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,\nbeing or preparing to be a witness, in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding, including, but not limited to, the premium for appeal bonds, attachment bonds or similar bonds and all interest,\nassessments and other charges paid or payable in connection with or in respect of any such Expenses, and shall also specifically include, without limitation, all reasonable attorneys’ fees and all other expenses incurred by or on behalf of\nIndemnitee in connection with preparing and submitting any requests or statements for indemnification, advancement, contribution or any other right provided by this Agreement. Expenses, however, shall not include amounts of judgments or fines\nagainst Indemnitee.\n(i) “Independent Counsel” means, at any time, any law firm, or a member of a law firm, that (a) is experienced\nin matters of corporation law and (b) is not, at such time, or has not been in the five years prior to such time, retained to represent: (i) any Rosehill Entity or Indemnitee in any matter material to either such party (other than with\nrespect to matters concerning Indemnitee under this Agreement, or of other indemnities under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding\nthe foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Rosehill Companies or\nIndemnitee in an action to determine Indemnitee’s rights under this Agreement. The Rosehill Companies agree to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and\nall Expenses, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto and to be jointly and severally liable therefor.\n(j) “KLRE Entities” means KLR Energy Sponsor, LLC and its successors and affiliates and any\nother investment fund or related investment adviser, management company, managing member or general partner that is an affiliate of any of the foregoing entities (other than any Rosehill Entity) or that is advised by the same investment adviser as\nany of the foregoing entities or by an affiliate of such investment adviser\n(k) “Proceeding” includes any actual, threatened, pending or\ncompleted action, suit, arbitration, alternate dispute resolution mechanism, investigation (formal or informal), inquiry, administrative hearing or any other actual, threatened, pending or completed proceeding, whether brought by or in the right of\nany Rosehill Company or otherwise and whether civil, criminal, administrative or investigative in nature, in which Indemnitee was, is, may be or will be involved as a party, witness or otherwise, by reason of Indemnitee’s Corporate Status or by\nreason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as director, officer, employees, fiduciary, trustee or agent of any Rosehill Entity (in each case whether or not he is acting or serving in any such\ncapacity or has such status at the time any liability or expense is incurred for which indemnification or advancement of Expenses can be provided under this Agreement). If the Indemnitee believes in good faith that a given situation may lead to or\nculminate in the institution of a Proceeding, this shall be considered a Proceeding under this paragraph.\n(l) “Sponsors” means KLRE\nEntities and the Tema Entities."} +{"idx": 41, "level": 1, "span": "[Signature Pages\nFollow]"} +{"idx": 41, "level": 1, "span": "SIGNATURE\nPAGE TO"} +{"idx": 41, "level": 1, "span": "INDEMNIFICATION AGREEMENT"} +{"idx": 41, "level": 1, "span": "SIGNATURE\nPAGE TO"} +{"idx": 41, "level": 1, "span": "INDEMNIFICATION AGREEMENT"} diff --git a/data/auto_parse/level_freeze/frozen/idx_42.jsonl b/data/auto_parse/level_freeze/frozen/idx_42.jsonl new file mode 100644 index 0000000..fbf44f2 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_42.jsonl @@ -0,0 +1,4 @@ +{"idx": 42, "level": 0, "span": "TRANSITION AND SUCCESSION AGREEMENT\nTHIS TRANSITION AND SUCCESSION AGREEMENT (this “Agreement”) is entered into effective as of the 24th day of March, 2017, by and between Mylan Inc., a Pennsylvania corporation (the “Company”), and Daniel M. Gallagher (the “Executive”).\nWHEREAS, the Board of Directors of Mylan N.V. (the “Board”) or the Company has determined that it is in the best interests of the Company and the shareholders of Mylan N.V. to assure that the Company and Mylan N.V. will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein), to ensure the Executive’s full attention and dedication to the Company and Mylan N.V. in the event of any threatened or actual Change of Control and to provide the Executive with compensation and benefits arrangements upon a Change of Control."} +{"idx": 42, "level": 1, "span": "NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:\n1.Certain Definitions.\n(a)“Effective Date” means the first date during the Change of Control Period (as defined herein) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or anticipation of a Change of Control, then “Effective Date” means the date immediately prior to the date of such termination of employment. For the sake of clarity, it is understood that if the Executive’s employment terminates prior to the Effective Date other than as described in the preceding sentence, this Agreement shall thereupon be null and void and of no further force and effect.\n(b)“Change of Control Period” means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that, commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof, the “Renewal Date”), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless, at least 60 days prior to a Renewal Date no less than three years from the date hereof, the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.\n(c)“Affiliated Company” means any company controlled by, controlling or under common control with the Company.\n(d)“Change of Control” means:\n(1)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding ordinary shares of Mylan N.V. (the “Outstanding Ordinary Shares”) or (B) the combined voting power of the then-outstanding voting securities of Mylan N.V. entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that, for purposes of this Section 1(d), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from Mylan N.V., (ii) any acquisition by Mylan N.V., (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with Sections 1(d)(3)(A), 1(d)(3)(B) and 1(d)(3)(C);\n(2)Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Mylan N.V.’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;\n(3)Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Mylan N.V. or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of Mylan N.V., or the acquisition of assets or stock of another entity by Mylan N.V. or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Ordinary Shares and the Outstanding Voting Securities immediately prior to such Business Combination beneficially own,\ndirectly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns Mylan N.V. or all or substantially all of Mylan N.V.’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Ordinary Shares and the Outstanding Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company, Mylan N.V. or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or\n(4)Approval by the shareholders of Mylan N.V. of a complete liquidation or dissolution of Mylan N.V.\n(e)“Employment Agreement” means the Executive Employment Agreement effective as of April 1, 2017 by and between the Company and the Executive, and any extension or modification thereof or any successor agreement thereto.\n2.Employment Period; Employment Agreement. The Company hereby agrees to continue the Executive in its employ, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the second anniversary of the Effective Date (the “Employment Period”), provided the Employment Period shall terminate sooner upon the Executive’s termination of employment for any reason. Upon the Effective Date, the Employment Agreement, with the exception of Section 10 thereof (relating to indemnification), which shall survive in all respects, shall be null and void and of no further force or effect, provided the Executive shall be paid all amounts earned and due to the Executive thereunder within twenty-four (24) hours of the Effective Date, subject in all respects to Section 6 below.\n3.Terms of Employment.\n(a)Position and Duties.\n(1)During the Employment Period, (A) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respect with the most significant of those held, exercised and assigned at any time during the 180-day period immediately preceding the Effective Date and (B) the Executive’s services shall be performed at the office where the Executive was employed immediately preceding the Effective Date or at any other location less than 30 miles from such office.\n(2)During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and Affiliated Companies and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.\n(b)Compensation.\n(1)Base Salary. During the Employment Period, the Annual Base Salary shall be reviewed at least annually, beginning no more than 12 months after the Executive’s last salary review. The Annual Base Salary shall be paid at such intervals as the Company pays executive salaries generally. During the Employment Period, the Annual Base Salary shall be reviewed at least annually, beginning no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date. Any increase in the Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this\nAgreement. The Annual Base Salary shall not be reduced after any such increase and the term “Annual Base Salary” shall refer to the Annual Base Salary as so increased.\n(2)Annual Bonus. In addition to the Annual Base Salary, the Executive shall participate in a bonus program during the Employment Period and have a bonus which is no less favorable than the bonus for other employees of his level at the Company and its Affiliated Companies.\n(3)Incentive, Savings and Retirement Plans. During the Employment Period, the Executive shall be entitled to participate in all cash incentive, equity incentive, savings and retirement plans, practices, policies, and programs applicable generally to other peer executives of the Company and the Affiliated Companies (with such appropriate deviations by virtue of country of residence, commensurate with deviations in place prior to the Effective Date), but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and the Affiliated Companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and the Affiliated Companies.\n(4)Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and the Affiliated Companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and the Affiliated Companies (with such appropriate deviations by virtue of country of residence, commensurate with deviations in place prior to the Effective Date), but in no event shall such plans, practices, policies and programs provide the Executive with benefits that are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any\ntime after the Effective Date to other peer executives of the Company and the Affiliated Companies. If, on or prior to the Executive’s Date of Termination (as defined herein), the Executive has attained at least age 50 with at least 20 years of service with the Company (including all cumulative service, notwithstanding any breaks in service) the Executive shall be entitled to retiree medical and life insurance benefits at least equal to those that were provided to peer executives of the Company and the Affiliated Companies and their dependents (taking into account any required employee contributions, co-payments and similar costs imposed on the executives and the executives’ dependents and the tax treatment of participation in the plans, programs, practices and policies by the executive and the executives’ dependents) (with such appropriate deviations by virtue of country of residence, commensurate with deviations in place prior to the Effective Date), in accordance with the retiree medical plans, programs, practices and policies of the Company and the Affiliated Companies in effect as of the Date of Termination.\n(5)Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and the Affiliated Companies in effect for the Executive at any time during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.\n(6)Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits, including, without limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs and policies of the Company and the Affiliated Companies in effect for the Executive at any time during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.\n(7)Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and the Affiliated Companies at any time during the 180-day period\nimmediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.\n(8)Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and the Affiliated Companies as in effect for the Executive at any time during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.\n4.Termination of Employment.\n(a)Death or Disability. The Executive’s employment shall terminate automatically if the Executive dies during the Employment Period. If either the Company or the Executive (or his legal representative) determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period, such party may give the other party written notice (“Disability Notice”) in accordance with Section 12(b) of his or its intention that the Executive’s employment be terminated. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of the Disability Notice by the Executive or by the Company, as the case may be (the “Disability Effective Date”), provided that, within 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties.\n“Disability” means the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the party providing the Disability Notice and reasonably acceptable to the other party.\n(b)Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. “Cause” means:\n(1)the willful and continued failure of the Executive to perform substantially the Executive’s duties (as contemplated by Section 3(a)(1)(A)) with the Company or any Affiliated Company (other than any such failure resulting from incapacity due to physical or mental illness or following the Executive’s delivery of a Notice of Termination for Good Reason (as defined herein)), after a written demand for substantial performance is delivered to the Executive by the Board or\nthe Chief Executive Officer of the Company that specifically identifies the manner in which the Board or the Chief Executive Officer of the Company believes that the Executive has not substantially performed the Executive’s ditties, or\n(2)the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company.\nIn the case of clauses (1) and (2), the applicable conduct shall constitute cause only if such conduct has not been cured within 30 days after a written demand for substantial performance is delivered to the Executive by the Company that specifically identifies the manner in which the Company believes that the Executive has grossly neglected his duties or has engaged in gross misconduct.\nFor purposes of this Section 4(b), no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or its parent or a senior officer of the Company or its parent or based upon the advice of counsel for the Company or its parent shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (excluding the Executive, if the Executive is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in Section 4(b)(1) or 4(b)(2), and specifying the particulars thereof in detail.\n(c)Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive voluntarily without Good Reason. “Good Reason” means:\n(1)the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a), or any other diminution in such position (or removal from such position), authority, duties or responsibilities\n(whether or not occurring solely as a result of Mylan N.V. ceasing to be a publicly traded entity or becoming a subsidiary or a division of a publicly traded entity), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;\n(2)any failure by the Company to comply with any of the provisions of Section 3(b), other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;\n(3)the Company’s requiring the Executive (i) to be based at any office or location other than as provided in Section 3(a)(1)(B), (ii) to be based at a location other than the principal executive offices of the Company if the Executive was employed at such location immediately preceding the Effective Date, or (iii) to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date;\n(4)the failure by the Company to pay to the Executive any portion of any installment of deferred compensation, or lump sum under any deferred compensation program of the Company within 7 days after the Executive provides the Company with written notice of the failure to pay such compensation when it is due;\n(5)the failure by the Company to provide the Executive with the number of paid vacation days and holidays to which the Executive was entitled as of the Effective Date;\n(6)any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement;\n(7)any failure by the Company to comply with and satisfy Section 11(c);\n(8)if Mylan N.V. (or the entity effectuating a Change of Control) continues to exist and be a company registered under the Exchange Act after the Effective Date and continues to have in effect an equity-compensation plan, the failure of Mylan N.V. (or the entity effectuating the Change of Control) to grant to the Executive equity-based compensation with respect to a number of ordinary shares of Mylan N.V. (or shares of common stock of the entity effectuating the Change of Control) or value at least as great as that which the Executive received during the three calendar years immediately prior to the Effective Date, which equity-based compensation is on terms, including pricing relative to the market price at the time of grant, that\nis at least as favorable to the Executive as the terms of the grant last made to the Executive prior to the Effective Date; or\n(9)failure to include the Executive in any program or plan of benefits (including, but not limited to, stock option and deferred compensation plans), and failure to provide the Executive similar levels of benefit amounts or coverage, which benefits are either provided or otherwise offered to peer executives of the Company and the Affiliated Companies following the Effective Date.\n(10)the Executive’s termination of employment for Disability.\nFor purposes of this Section 4(c), any good faith determination of Good Reason made by the Executive shall be conclusive. The Executive’s mental or physical incapacity following the occurrence of an event described above shall not affect the Executive’s ability to terminate employment for Good Reason.\n(d)Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason (other than Disability, which is addressed in Section 4(a)), shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 12(b). “Notice of Termination” means a written notice that (1) indicates the specific termination provision in this Agreement relied upon, (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (3) if the Date of Termination (as defined herein) is other than the date of receipt of such notice, specifies the Date of Termination (which Date of Termination shall be not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s respective rights hereunder.\n(e)Date of Termination. “Date of Termination” means (1) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified in the Notice of Termination (which date shall not be more than 30 days after the giving of such notice), as the case may be, (2) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, and (3) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.\n5.Obligations of the Company upon Termination.\n(a)Good Reason, Death or Disability; Other Than for Cause. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause or the Executive resigns for Good Reason or if the Executive’s employment is terminated as a result of the Executive’s death or Disability:\n(1)the Company shall pay to the Executive (or the Executive’s estate or beneficiary, in the event of the Executive’s death), in a lump sum in cash within 30 days after the Date of Termination (or, if required by Section 409A of the Code to avoid the imposition of additional taxes, on the date that is six (6) months following the Date of Termination), the aggregate of the following amounts:"} +{"idx": 42, "level": 4, "span": "(A)\nthe sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (ii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case, to the extent not theretofore paid (the sum of the amounts described in subclauses (i) and (ii) the “Accrued Obligations”); and"} +{"idx": 42, "level": 4, "span": "(B)\nthe amount equal to three (3) times the sum of: (i) the Executive’s then-current Annual Base Salary, plus (ii) an amount equal to the highest bonus determined to date under Section 4(b) of the Employment Agreement or paid to the Executive hereunder (in the case of death or the Executive’s Disability, reduced (but not below zero) by any disability or death benefits that the Executive or the Executive’s estate or beneficiaries are entitled to pursuant to plans or arrangements of the Company);\n(2)for three years after the Executive’s Date of Termination (or such shorter period as required by Section 409A of the Code to avoid the imposition of additional taxes), the Company shall continue to provide benefits to the Executive and/or the Executive’s dependents at least equal to those that were provided to them (taking into account any required employee contributions, co-payments and similar costs imposed on the Executive and the Executive’s dependents and the tax treatment of participation in the plans, programs, practices and policies by the Executive and the Executive’s dependents) by or on behalf of the Company and or the Affiliated Companies in accordance with the benefit plans, programs, practices and policies (including those provided under the Employment Agreement) in effect immediately prior to a Change of Control or, if more favorable to the Executive, as\nin effect any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their dependents; provided, however, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, program, practice or policy, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, program, practice or policy during such applicable period of eligibility; and\n(3)to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6).\nNotwithstanding the above, to the extent the Executive is terminated (i) prior to the date on which a Change of Control occurs or (ii) following a Change of Control but prior to a change in ownership or control of the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), amounts payable to the Executive hereunder, to the extent not in excess of the amount that the Executive would have received under any other pre-Change-of-Control severance plan or arrangement with the Company had such plan or arrangement been applicable, shall be paid at the time and in the manner provided by such plan or arrangement and the remainder shall be paid to the Executive in accordance with the provisions of this Section 5(a).\n(b)Cause; Other Than for Good Reason. If the Executive’s employment is terminated for Cause during the Employment Period, the Company shall provide to the Executive (1) the Executive’s Annual Base Salary through the Date of Termination, (2) the amount of any compensation previously deferred by the Executive, and (3) the Other Benefits, in each case, to the extent theretofore unpaid, and shall have no other severance obligations under this Agreement. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, the Company shall provide to the Executive the Accrued Obligations and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. In such case, all the Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.\n(c)Conditions to Payment and Acceleration; Section 409A of the Code. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary; to the extent required in order to\navoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to the Executive under Section 5 of this Agreement until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in Section 5 that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid on the first business day after the date that is six months following the Executive’s termination of employment (or death, if earlier). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year; provided, however, that with respect to any reimbursements for any taxes which the Executive would become entitled to under the terms of the Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the calendar year following the calendar year in which the Executive remits the related taxes.\n6.Employment Agreement; Non-Exclusivity of Rights. The Executive shall be entitled to the higher of the benefits and compensation payable under this Agreement or those payable under the Employment Agreement as if the Change of Control were deemed a termination without Cause (as defined therein). It is the intent of the parties that nothing in this Agreement or in the Employment Agreement shall affect any right the Executive may have with respect to: (i) any vested or other benefits that the Executive is entitled to receive under any plan, policy, practice or program of or any other contract or agreement with the Company or the Affiliated Companies at or subsequent to a Change of Control (“Other Benefits”); and (ii) continuing or future participation in any plan, program, policy or practice provided by the Company or the Affiliated Companies and for which the Executive may qualify. If the Executive’s employment is terminated by reason of the Executive’s Disability (or death), with respect to the provision of the Other Benefits, the term “Other Benefits” shall include, and the Executive (or the estate or beneficiary of the Executive, in the event of the Executive’s death) shall be entitled after the Disability Effective Date (or upon the\nExecutive’s death) to receive, disability (or death) benefits and other benefits at least equal to the most favorable of those generally provided by the Company and the Affiliated Companies to disabled executives (or to the estates and beneficiaries of deceased executives) and/or their families in accordance with such plans, programs, practices and policies relating to disability (or death), if any, as in effect generally with respect to other peer executives of the Company and the Affiliated Companies and their families at any time during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the Company and the Affiliated Companies and their families.\n7.No Set-Off; Company’s Obligations; Mitigation. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right or action that the Company or its parent may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest or disagreement (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code. No obligation of the Company under this Agreement to pay the Executive’s fees or expenses shall in any manner confer upon the Company any right to select or approve any of the attorneys or accountants engaged by the Executive.\n8.Section 280G Matters. Notwithstanding any other provision of this Agreement,\n(a)In the event it is determined by an independent nationally recognized public accounting firm, which is engaged and paid for by the Company or its parent prior to the consummation of any transaction constituting a Change of Control (which for purposes of this Section 8 shall mean a change in ownership or control as determined in accordance with the regulations promulgated under Section 280G of the Code), which accounting firm shall in no event be the accounting firm for the entity seeking to effectuate the Change of Control (the “Accountant”), which determination shall be certified by the Accountant and set forth in a certificate delivered to the Executive not less than ten business days prior to the Change of Control setting forth in reasonable detail the basis of the Accountant’s calculations (including any assumptions that the\nAccountant made in performing the calculations), that part or all of the consideration, compensation or benefits to be paid to the Executive under this Agreement constitute “parachute payments” under Section 280G(b)(2) of the Code, then, if the aggregate present value of such parachute payments, singularly or together with the aggregate present value of any consideration, compensation or benefits to be paid to the Executive under any other plan, arrangement or agreement which constitute “parachute payments” (collectively, the “Parachute Amount”) exceeds the maximum amount that would not give rise to any liability under Section 4999 of the Code, the amounts constituting “parachute payments” which would otherwise be payable to the Executive or for his benefit shall be reduced to the maximum amount that would not give rise to any liability under Section 4999 of the Code (the “Reduced Amount”); provided that such amounts shall not be so reduced if the Accountant determines that without such reduction the Executive would be entitled to receive and retain, on a net after-tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an amount which is greater than the amount, on a net after-tax basis, that the Executive would be entitled to retain upon receipt of the Reduced Amount. In connection with making determinations under this Section 8, the Accountant shall take into account any positions to mitigate any excise taxes payable under Section 4999 of the Code, such as the value of any reasonable compensation for services to be rendered by the Executive before or after the Change of Control, including any amounts payable to the Executive following the Executive’s termination of employment hereunder with respect to any non-competition provisions that may apply to the Executive, and the Company shall cooperate in the valuation of any such services, including any non-competition provisions.\n(b)If the determination made pursuant to Section 8(a) results in a reduction of the payments that would otherwise be paid to the Executive except for the application of Section 8(a), the Company shall promptly give the Executive notice of such determination. Such reduction in payments shall be first applied to reduce any cash payments that the Executive would otherwise be entitled to receive (whether pursuant to this Agreement or otherwise) and shall thereafter be applied to reduce other payments and benefits, in each case, in reverse order beginning with the payments or benefits that are to be paid the furthest in time from the date of such determination, unless, to the extent permitted by Section 409A of the Code, the Executive elects to have the reduction in payments applied in a different order; provided that, in no event may such payments be reduced in a manner that would result in subjecting the Executive to additional taxation under Section 409A of the Code.\n(c)As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time of a determination hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the Executive’s\nbenefit pursuant to this Agreement which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the Executive’s benefit pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accountant, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive which the Accountant believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the Executive’s benefit shall be repaid by the Executive to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Sections 1 and 4999 of the Code or generate a refund of such taxes. In the event that the Accountant, based on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the Executive’s benefit together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code.\n9.Covenants of Executive.\n(a)Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or the Affiliated Companies, and their respective businesses, which information, knowledge or data shall have been obtained by the Executive during the Executive’s employment by the Company or the Affiliated Companies and which information, knowledge or data shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those persons designated by the Company. In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Securities and Exchange Commission (the “SEC”) pursuant to Section 21F of the U.S. Securities Exchange Act of 1934, as amended, does not limit Employee's ability to communicate with the SEC pursuant to such provision or limit Executive’s right to receive an award for information provided to the SEC pursuant to such provision.\n(b)Non-Competition. In consideration for the protections provided to the Executive under this Agreement, the Executive agrees that from the Date of Termination until the first anniversary thereof (the “Covenant Period”), the Executive will not, except for the practice of law, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director or otherwise with, or (other than through the ownership of not more than five percent (5%) of the voting stock of any publicly held corporation) have any financial interest in, or aid or assist anyone else in the conduct of, a business which at the time of such termination competes in the United States with a business conducted by the Company or any group, division, parent or subsidiary of the Company (“Company Group”) as of the Date of Termination. Notwithstanding the foregoing, the Executive’s employment by a business that competes with the business of the Company or its parent, or the retention of the Executive as a consultant by any such business shall not violate this Section 9(b) if the Executive’s duties and actions for the business are solely for groups, divisions or subsidiaries that are not engaged in a business that competes with a business conducted by the Company or its parent. No business shall be deemed to be a business conducted by the Company or its parent unless the Company or its parent was engaged in the business as of the Date of Termination and continues to be engaged in the business and at least twenty-five percent (25%) of the Company’s or its parent’s consolidated gross sales and operating revenues, or net income, is derived from, or at least twenty-five percent (25%) of the Company’s or its parent’s consolidated assets are devoted to, such business and no business shall be deemed to compete with a business conducted by the Company or its parent unless at least twenty-five percent (25%) of the consolidated gross sales and operating revenues, or net income, of any consolidated group that includes the business, is derived from, or at least twenty-five percent (25%) of the consolidated assets of any such consolidated group are devoted to, such business.\n(c)Non-Solicitation. During the Covenant Period, the Executive shall not solicit on the Executive’s behalf or on behalf of any other person the services, as employee, consultant or otherwise of any person who on the Date of Termination is employed by the Company Group, whether or not such person would commit any breach of his contract of service in leaving such employment, except for any employee (i) whose employment is terminated by the Company or any successor thereof prior to such solicitation of such employee, (ii) who initiates discussions regarding such employment without any solicitation by the Executive, (iii) who responds to any public advertisement unless such advertisement is designed to target, or has the effect of targeting, employees of the Company, or (iv) who is initially solicited for a position other than by the Executive and without any suggestion or advice from the Executive. Nothing herein shall restrict businesses that employ the\nExecutive or retain the Executive as an executive from soliciting from time to time employees of the Company Group, if (A) such solicitation occurs in the ordinary course of filling the business’s employment needs, and (B) the solicitation is made by persons at the business other than the Executive who have not become aware of the availability of any specific employees as a result of the advice of the Executive.\n(d)Continuation of Employment. The Executive agrees not to voluntarily terminate employment with the Company (other than (i) as a result of an event that would constitute Good Reason that is at the request of a third party that has taken steps reasonably calculated to effectuate a Change of Control or otherwise arose in connection with or in anticipation of a Change of Control or (ii) by reason of non-extension or non-renewal of the Employment Agreement or such other employment agreement entered into by and between the Executive and the Company from time to time) from such time as the Company has entered into an agreement that would result in a Change of Control until the Change of Control; provided, that such provision shall cease to apply upon the termination of such agreement or if the Change of Control has not occurred within one year following the execution of such agreement\n10.Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that the Executive shall be entitled to seek specific performance of the Executive’s right to be paid any amounts or provided with any benefits due to the Executive hereunder during the pendency of any dispute or controversy arising under or in connection with this Agreement.\n11.Successors.\n(a)This Agreement is personal to the Executive, and, without the prior written consent of the Company, shall not be assignable by the Executive; provided, however, the Executive may designate one or more beneficiaries to receive amounts payable hereunder after his death. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.\n(b)This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Except as provided in Section 11(c), without the prior written consent of the Executive this Agreement shall not be assignable by the Company.\n(c)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Mylan N.V. to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the\nCompany would be required to perform it if no such succession had taken place. For purposes of this Section 11(c), “Mylan N.V.” means Mylan N.V. and any successor to its business and/or assets that assumes and agrees to perform this Agreement by operation of law or otherwise.\n12.Miscellaneous.\n(a)This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified other than by a written agreement executed by the parties hereto or their respective successors, permitted assigns and legal representatives.\n(b)All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:\nif to the Executive:\nat the most recent address on record at the Company;\nif to the Company:\nMylan Inc.\n1000 Mylan Blvd.\nCanonsburg, PA 15317"} diff --git a/data/auto_parse/level_freeze/frozen/idx_43.jsonl b/data/auto_parse/level_freeze/frozen/idx_43.jsonl new file mode 100644 index 0000000..d4faa39 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_43.jsonl @@ -0,0 +1,226 @@ +{"idx": 43, "level": 1, "span": "TABLE OF CONTENTS"} +{"idx": 43, "level": 0, "span": "ADVISORY AGREEMENT\nTHIS ADVISORY AGREEMENT (this “Agreement”), dated as of March 23, 2017 (the “Effective\nDate”), is entered into by and among Rodin Global Property Trust, Inc., a Maryland corporation (the “Company”), Rodin Global Property Trust Operating Partnership, L.P., a Delaware limited partnership (the\n“Operating Partnership”), Rodin Global Property Advisors, LLC, a Delaware limited liability company (the “Advisor”) and, solely in connection with the obligations set forth in Article 13, Cantor\nFitzgerald Investors, LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used herein shall have the meanings ascribed to them in Article 1 below."} +{"idx": 43, "level": 1, "span": "W I T N E S S E T H\nWHEREAS, the Company intends to qualify as a REIT and intends to invest its funds in investments permitted by the terms of Sections 856\nthrough 860 of the Code;\nWHEREAS, the Company is the general partner of the Operating Partnership and intends to conduct all of its\nbusiness and make all or substantially all Investments through the Operating Partnership;\nWHEREAS, the Company and the Operating\nPartnership desire to avail themselves of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the Advisor and to have the Advisor undertake the duties and responsibilities set forth herein, on\nbehalf of, and subject to the supervision of, the Board of the Company, all as provided herein; and\nWHEREAS, the Advisor is willing to\nundertake to render such services, subject to the supervision of the Board, on the terms and conditions hereinafter set forth.\nNOW,\nTHEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:"} +{"idx": 43, "level": 2, "span": "ARTICLE 1"} +{"idx": 43, "level": 2, "span": "DEFINITIONS\nAs used in this Agreement, the following terms shall have the meanings specified below:"} +{"idx": 43, "level": 2, "span": "Acquisition Expenses\n means any and all expenses incurred by the Company, the Operating Partnership, the Advisor or any of their\nAffiliates in connection with the selection, evaluation, acquisition, origination or development of any Investments, whether or not acquired or originated, as applicable, including, without limitation, legal fees and expenses, travel and\ncommunications expenses, costs of appraisals, surveys and environmental site assessments, nonrefundable option payments on properties or other investments not acquired, accounting fees and expenses, title insurance premiums, and the costs of\nperforming due diligence. "} +{"idx": 43, "level": 2, "span": "Advisor\n means: (i) Rodin Global Property Advisors, LLC, a Delaware limited liability\ncompany; or (ii) any successor advisor to the Company. "} +{"idx": 43, "level": 2, "span": "Affiliate or Affiliated\n means with respect to any\nPerson: (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent or more of the outstanding voting securities of such other Person; (ii) any Person ten percent or more of whose outstanding\nvoting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person;\n(iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. An entity shall not be deemed to\ncontrol or be under common control with a program sponsored by the Sponsor unless (A) the entity owns ten percent or more of the voting equity interests of \nsuch program or (B) a majority of the Board (or equivalent governing body) of such program is composed of Affiliates of the entity."} +{"idx": 43, "level": 2, "span": "Asset Management Fee\n means the fees payable to the Advisor pursuant to Section 8.01. "} +{"idx": 43, "level": 2, "span": "Average Invested Assets\n means, for a specified period, the average of the aggregate book value of the assets of the Company\ninvested, directly or indirectly, in Investments before reserves for depreciation or bad debts or other similar non-cash reserves, computed by taking the average of such values at the end of each month during\nsuch period. "} +{"idx": 43, "level": 2, "span": "Board\n means the board of directors of the Company, as of any particular time. "} +{"idx": 43, "level": 2, "span": "Bylaws\n means the bylaws of the Company, as amended from time to time. "} +{"idx": 43, "level": 2, "span": "Cause\n means with respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct, gross negligence or\nbreach of fiduciary duty by the Advisor, or a material breach of this Agreement by the Advisor, which has not been cured within thirty (30) days after written notice thereof. "} +{"idx": 43, "level": 2, "span": "Charter\n means the articles of incorporation of the Company, as amended from time to time. "} +{"idx": 43, "level": 2, "span": "Class A Shares\n means the Class A shares of the Company’s common stock, par value\n$0.01 per share, offered pursuant to the Offering. "} +{"idx": 43, "level": 2, "span": "Class I Shares \nmeans the\nClass I shares of the Company’s common stock, par value $0.01 per share, offered pursuant to the Offering. "} +{"idx": 43, "level": 2, "span": "Class T Shares\n means the Class T shares of the Company’s common stock, par value\n$0.01 per share, offered pursuant to the Offering. "} +{"idx": 43, "level": 2, "span": "Code\n means the Internal Revenue Code of 1986, as amended from time to\ntime, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable\nregulations as in effect from time to time. "} +{"idx": 43, "level": 2, "span": "Company\n means Rodin Global Property Trust, Inc., a corporation organized under\nthe laws of the State of Maryland. "} +{"idx": 43, "level": 2, "span": "Contract Sales Price\n means the total consideration received by the Company for the sale\nof an Investment. "} +{"idx": 43, "level": 2, "span": "Cost of Investments\n means the sum of: (i) with respect to the acquisition or origination of a\nProperty, Loan or other permitted investment to be wholly owned, directly or indirectly, by the Company, the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Property, Loan or\nother permitted investment, inclusive of expenses associated with such Property, Loan or other permitted investment and the amount of any debt associated with, or used to fund the investment in, such Property, Loan or other permitted investment; and\n(ii) with respect to the acquisition or origination of a Property, Loan or other permitted investment through any Joint Venture, the portion of the amount actually paid or allocated to fund the acquisition, origination, development,\nconstruction or improvement of the Property, Loan or other permitted investment, inclusive of expenses associated with such Property, Loan or other permitted investment and expenses of the Joint Venture, plus the amount of any debt associated with,\nor used to fund the investment in, such Property, Loan or other permitted investment that is attributable to the Company’s investment in such Joint Venture. "} +{"idx": 43, "level": 2, "span": "Dealer Manager\n means Cantor Fitzgerald & Co., a New York general partnership, or such other Person or entity selected\nby the Board to act as dealer manager for the Offering. "} +{"idx": 43, "level": 2, "span": "Disposition Fee\n means the fees payable to the Advisor pursuant to\nSection 8.02. "} +{"idx": 43, "level": 2, "span": "Distribution\n means any distributions of money or other property by the Company to\nStockholders, including distributions that may constitute a return of capital for federal income tax purposes. "} +{"idx": 43, "level": 2, "span": "Distribution\nFee\n has the meaning set forth in the Charter. "} +{"idx": 43, "level": 2, "span": "Excess Amount\n has the meaning set forth in\nSection 9.03. "} +{"idx": 43, "level": 2, "span": "Expense Year\n has the meaning set forth in Section 9.03.\n"} +{"idx": 43, "level": 3, "span": "FINRA\n means the Financial Industry Regulatory Authority, Inc. "} +{"idx": 43, "level": 3, "span": "GAAP\n means generally accepted accounting principles as in effect in the United States of America from time to time. "} +{"idx": 43, "level": 2, "span": "Good Reason\n means either: (i) any failure by the Company or the Operating Partnership to obtain a satisfactory agreement\nfrom any successor to the Company or the Operating Partnership to assume and agree to perform the Company’s or the Operating Partnership’s obligations under this Agreement; or (ii) any material breach of this Agreement of any nature\nwhatsoever by the Company or the Operating Partnership. "} +{"idx": 43, "level": 2, "span": "Gross Proceeds\n means the aggregate purchase price of all Shares\nsold for the account of the Company through an Offering, without deduction for Organization and Offering Expenses, and not including Shares sold pursuant to the Company’s distribution reinvestment plan. "} +{"idx": 43, "level": 2, "span": "Independent Directors\n has the meaning set forth in the Charter. "} +{"idx": 43, "level": 2, "span": "Independent Appraisers\n has the meaning set forth in the Charter. "} +{"idx": 43, "level": 2, "span": "Initial Public Offering\n means the initial public offering of Shares registered on Registration Statement No. 333-214130 on Form S-11. "} +{"idx": 43, "level": 2, "span": "Investments\n means any investments by the Company or the Operating Partnership in Properties, Loans and all other permitted\ninvestments in which the Company or the Operating Partnership may acquire an interest, either directly or indirectly, including through ownership interests in a Joint Venture, pursuant to its Charter, Bylaws or operating partnership agreement, as\napplicable, and the investment objectives and policies adopted by the Board from time to time, other than short-term investments acquired for purposes of cash management. "} +{"idx": 43, "level": 2, "span": "Joint Venture\n means any joint venture, limited liability company, partnership or other entity arrangements in which the Company\nor any of its subsidiaries is a co-venturer, member or partner established to acquire or hold Investments. "} +{"idx": 43, "level": 2, "span": "Listing\n means the listing of the Shares on a national securities exchange. Upon such Listing, the Shares shall be deemed\n“Listed.” "} +{"idx": 43, "level": 2, "span": "Loans\n means mortgage loans and other types of debt investments made by the Company or the Operating\nPartnership, either directly or indirectly, including through ownership interests in a Joint Venture, including, without limitation, mezzanine loans, B-Notes, bridge loans, convertible debt, wraparound\nmortgage loans, construction mortgage loans, loans on leasehold interests, and participations in such loans. "} +{"idx": 43, "level": 2, "span": "NASAA REIT\nGuidelines\n means the Statement of Policy Regarding Real Estate Investment Trusts published by the North American Securities Administrators Association as in effect on the Effective Date. "} +{"idx": 43, "level": 3, "span": "NAV\n means the Company’s net asset value, calculated on a quarterly basis pursuant to the Company’s Valuation\nGuidelines. "} +{"idx": 43, "level": 2, "span": "Net Income\n means, for any period, the Company’s total revenues applicable to\nsuch period, less the total expenses applicable to such period excluding additions to reserves for depreciation, bad debts or other similar non-cash reserves; provided, however, Net Income for\npurposes of calculating total allowable Operating Expenses (as defined herein) shall exclude the gain from the sale of the Company’s assets. "} +{"idx": 43, "level": 2, "span": "Offering\n means any offering of Shares that is registered with the SEC, excluding Shares offered under any employee benefit plan.\n"} +{"idx": 43, "level": 2, "span": "Operating Expenses\n means all costs and expenses paid or incurred by the Company, as determined under GAAP, that in any way\nare related to the operation of the Company or its business, including asset management fees paid to the Advisor, but excluding: (i) the expenses of raising capital such as Organization and Offering Expenses, legal, audit, accounting,\nunderwriting, brokerage, listing, registration, and other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and Listing; (ii) interest payments; (iii) taxes; (iv) non-cash expenditures such as depreciation, amortization, and bad debt reserves; (v) incentive fees paid in compliance with the NASAA REIT Guidelines; and (vi) acquisition fees, Acquisition\nExpenses, Disposition Fees on the sale of real property and other fees and expenses connected with the acquisition, financing, origination, disposition and ownership of real estate interests, loans or other property (other than Disposition Fees on\nthe sale of assets other than real property), including the costs of foreclosure, insurance premiums, legal services, maintenance, repair, and improvement of property. The definition of “Operating Expenses” set forth above is intended to\nencompass only those expenses which are required to be treated as “Total Operating Expenses” under the NASAA REIT Guidelines. As a result, and notwithstanding the definition set forth above, any expense of the Company which is not part of\nTotal Operating Expenses under the NASAA REIT Guidelines shall not be treated as part of “Operating Expenses” for purposes hereof. "} +{"idx": 43, "level": 2, "span": "Operating Partnership\n means Rodin Global Property Trust Operating Partnership, LP, a Delaware limited partnership formed to own\nand operate Investments on behalf of the Company. "} +{"idx": 43, "level": 1, "span": "Operating Partnership Agreement\n means the limited partnership agreement\nby and among the Company, the Sponsor and Rodin Global Property Trust OP Holdings, LLC, as amended. "} +{"idx": 43, "level": 2, "span": "OP Units\n means the\nunits of limited partnership interest in the Operating Partnership. "} +{"idx": 43, "level": 2, "span": "Organization and Offering Expenses\n means any and all\ncosts and expenses incurred by or on behalf of the Company and to be paid from the assets of the Company in connection with the formation of the Company and the qualification and registration of an Offering, and the marketing and distribution of\nShares, including, without limitation, total underwriting and brokerage discounts and commissions (including fees of the underwriters’ attorneys), expenses for printing, preparing and amending registration statements or supplementing\nprospectuses, mailing and distributing costs, salaries of employees while engaged in sales activities, telephone and other telecommunications costs, all advertising and marketing expenses, charges of transfer agents, registrars, trustees, escrow\nholders, depositories and experts and fees, expenses and taxes related to the filing, registration and qualification of the sale of the Shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees,\nbona-fide due diligence expenses of broker-dealers and expenses incurred by the Advisor for administrative services related to the issuance of the Shares. "} +{"idx": 43, "level": 2, "span": "Person\n means an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or\n501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code,\njoint stock company or other entity, or any government or any agency or political subdivision thereof, and also includes a group as that term is used for purposes of \nSection 13(d)(3) of the Securities Exchange Act of 1934, as amended."} +{"idx": 43, "level": 2, "span": "Property\n means any real property or properties transferred or conveyed to the Company or the Operating Partnership, either\ndirectly or indirectly, including through ownership interests in a Joint Venture. "} +{"idx": 43, "level": 2, "span": "Property Manager\n means an entity that has\nbeen retained to perform and carry out property management services at one or more of the Properties, excluding persons, entities or independent contractors retained or hired to \nperform facility management or other services or tasks at a particular Property, the costs for which are passed through to and ultimately paid by the tenant at such Property."} +{"idx": 43, "level": 2, "span": "Prospectus\n means the Company’s final prospectus for any public offering within the meaning of Section 2(10) of the\nSecurities Act of 1933, as amended. "} +{"idx": 43, "level": 2, "span": "Refinancing Coordination Fee\n has the meaning set forth in\nSection 8.03. "} +{"idx": 43, "level": 2, "span": "Registration Statement\n means the registration statement filed by the Company with\nthe SEC on Form S-11 (Reg. No. 333-214130), as amended from time to time, in connection with the Initial Public Offering. "} +{"idx": 43, "level": 3, "span": "REIT\n means a “real estate investment trust” under Sections 856 through 860 of the Code. "} +{"idx": 43, "level": 2, "span": "Sale\n means (i) any transaction or series of transactions whereby: (A) the Company or the Operating Partnership,\ndirectly or indirectly (except as described in other subsections of this definition), sells, grants, transfers, conveys or relinquishes its ownership of any Investment or portion thereof, including the lease of any Property consisting of a building\nonly, and including any event with respect to any Investment which gives rise to a significant amount of insurance proceeds or condemnation awards, and including the issuance by one of the Company’s subsidiaries of any asset backed securities\nor collateralized debt obligations as part of a securitization transaction; (B) the Company or the Operating Partnership, directly or indirectly (except as described in other subsections of this definition), sells, grants, transfers, conveys or\nrelinquishes its ownership of all or substantially all of the interest of the Company or the Operating Partnership in any Joint Venture in which it is a co-venturer or partner; (C) any Joint Venture in\nwhich the Company or the Operating Partnership is a co-venturer or partner directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys or relinquishes\nits ownership of any Investment or portion thereof, including any event with respect to any Investment which gives rise to a significant amount of insurance proceeds or condemnation awards, and including the issuance by such a Joint Venture or one\nof its subsidiaries of any asset backed securities or collateralized debt obligations as part of a securitization transaction; or (D) the Company directly or indirectly (except as described in other subsections of this definition), sells,\ngrants, conveys or relinquishes its interest in any Investment or portion thereof, including any payments thereunder or in satisfaction thereof (other than regularly scheduled interest payments) or any amounts owed pursuant to such Investment, and\nincluding any event with respect to any Investment which gives rise to a significant amount of insurance proceeds or similar awards; or (E) the Company directly or indirectly (except as described in other subsections of this definition) sells,\ngrants, transfers, conveys or relinquishes its ownership of any other asset not previously described in this definition or any portion thereof, but (ii) not including any transaction or series of transactions specified in clause (i) (A)\nthrough (E) above in which the proceeds of such transaction or series of transactions are reinvested by the Company in one or more assets within 180 days thereafter. "} +{"idx": 43, "level": 3, "span": "SEC\n means the United States Securities and Exchange Commission. "} +{"idx": 43, "level": 2, "span": "Securities\n means any Shares, any other stock, shares or other evidences of equity or beneficial or other interests, voting trust\ncertificates, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares\nor participations in, temporary or interim certificates for, receipts for, guarantees of, or warrants, options or rights to subscribe to, purchase or acquire, any of the foregoing. "} +{"idx": 43, "level": 2, "span": "Selling Commissions\n has the meaning set forth in the Charter. "} +{"idx": 43, "level": 2, "span": "Shares\n means collectively, the Class A Shares, Class T Shares and Class I Shares. "} +{"idx": 43, "level": 2, "span": "Special OP Units\n means the separate series of limited partnership interests issued in accordance with\nSection 8.04. "} +{"idx": 43, "level": 2, "span": "Sponsor\n means Cantor Fitzgerald Investors, LLC, a Delaware limited liability\ncompany. "} +{"idx": 43, "level": 2, "span": "Stockholders\n means the registered holders of the Shares. "} +{"idx": 43, "level": 2, "span": "Termination Date\n means the date of termination of the Agreement determined in\naccordance with Article 14 hereof. "} +{"idx": 43, "level": 2, "span": "Valuation Guidelines\n means the valuation guidelines adopted by\nthe Board, as amended from time to time. "} +{"idx": 43, "level": 3, "span": "2%/25% Guidelines\n means the requirement pursuant to the NASAA REIT Guidelines\nthat, in any period of four consecutive fiscal quarters, total Operating Expenses not exceed the greater of 2.0% of the Company’s Average Invested Assets during such 12-month period or 25.0% of the\nCompany’s Net Income over the same 12-month period. "} +{"idx": 43, "level": 2, "span": "ARTICLE 2"} +{"idx": 43, "level": 2, "span": "APPOINTMENT\nThe Company\nand the Operating Partnership hereby appoint the Advisor to serve as their advisor and asset manager subject to the terms and upon the conditions set forth in this Agreement, and the Advisor hereby accepts such appointment."} +{"idx": 43, "level": 2, "span": "ARTICLE 3"} +{"idx": 43, "level": 2, "span": "DUTIES OF\nTHE ADVISOR\nThe Advisor is responsible for managing, operating, directing and supervising the operations and administration of the\nCompany and its assets. The Advisor undertakes to use its commercially reasonable efforts to present to the Company and the Operating Partnership potential investment opportunities, to make investment decisions on behalf of the Company subject\nto the limitations in the Company’s Charter, the direction and oversight of the Board and Section 4.03 hereof, and to provide the Company with a continuing and suitable investment program consistent with the investment\nobjectives and policies of the Company as determined and adopted from time to time by the Board. Subject to the limitations set forth in this Agreement, including Article 4 hereof, and the continuing and exclusive\nauthority of the Board over the management of the Company, the Advisor shall, either directly or by engaging an Affiliate or third party, perform the following duties at the request of the Company:"} +{"idx": 43, "level": 2, "span": "3.01 Offering Services\n. The Advisor shall manage and supervise: \n(i) Development of the Initial Public Offering and any subsequent or simultaneous Offering approved by the Board, including the\ndetermination of the specific terms of the securities to be offered by the Company, preparation of all offering and related documents, and obtaining all required regulatory approvals of such documents;\n(ii) Along with the Dealer Manager, approval of the participating broker-dealers and negotiation of the related selling\nagreements;\n(iii) Coordination of the due diligence process relating to participating broker-dealers and their review of\nthe Registration Statement and other Offering and Company documents;\n(iv) Preparation and approval of all marketing\nmaterials contemplated to be used by the Dealer Manager or others relating to the Offering;\n(v) Along with the Dealer\nManager, negotiation and coordination with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements, commissions, and other administrative support functions;\n(vi) Creation and implementation of various technology and electronic communications related to the Offering; and\n(vii) All other services related to the Offering, other than services that (a) are to be performed by the Dealer Manager,\n(b) the Company elects to perform directly or (c) would require the Advisor to register as a broker-dealer with the SEC, FINRA or any state."} +{"idx": 43, "level": 4, "span": "(i) Development of the Initial Public Offering and any subsequent or simultaneous Offering approved by the Board, including the\ndetermination of the specific terms of the securities to be offered by the Company, preparation of all offering and related documents, and obtaining all required regulatory approvals of such documents;"} +{"idx": 43, "level": 4, "span": "(ii) Along with the Dealer Manager, approval of the participating broker-dealers and negotiation of the related selling\nagreements;"} +{"idx": 43, "level": 4, "span": "(iii) Coordination of the due diligence process relating to participating broker-dealers and their review of\nthe Registration Statement and other Offering and Company documents;"} +{"idx": 43, "level": 4, "span": "(iv) Preparation and approval of all marketing\nmaterials contemplated to be used by the Dealer Manager or others relating to the Offering;"} +{"idx": 43, "level": 4, "span": "(v) Along with the Dealer\nManager, negotiation and coordination with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements, commissions, and other administrative support functions;"} +{"idx": 43, "level": 4, "span": "(vi) Creation and implementation of various technology and electronic communications related to the Offering; and"} +{"idx": 43, "level": 4, "span": "(vii) All other services related to the Offering, other than services that (a) are to be performed by the Dealer Manager,\n(b) the Company elects to perform directly or (c) would require the Advisor to register as a broker-dealer with the SEC, FINRA or any state."} +{"idx": 43, "level": 2, "span": "3.02 Acquisition Services\n. \nThe Advisor shall:\n(i) Serve as the Company’s investment and financial advisor and obtain certain market research and economic and\nstatistical data in connection with the Company’s Investments and investment objectives and policies;\n(ii) Subject to\nArticle 4 hereof and the investment objectives and policies of the Company: (a) locate, analyze and select potential Investments; (b) structure and negotiate the terms and conditions of transactions pursuant\nto which the Investments will be made; and (c) acquire Investments on behalf of the Company;\n(iii) Oversee the due\ndiligence process related to prospective investments;\n(iv) Prepare reports regarding prospective investments which include\nrecommendations and supporting documentation necessary for the Board to evaluate the prospective investments;\n(v) Obtain\nreports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of prospective investments of the Company; and\n(vi) Negotiate and execute approved Investments and other transactions."} +{"idx": 43, "level": 4, "span": "(i) Serve as the Company’s investment and financial advisor and obtain certain market research and economic and\nstatistical data in connection with the Company’s Investments and investment objectives and policies;"} +{"idx": 43, "level": 4, "span": "(ii) Subject to\nArticle 4 hereof and the investment objectives and policies of the Company: (a) locate, analyze and select potential Investments; (b) structure and negotiate the terms and conditions of transactions pursuant\nto which the Investments will be made; and (c) acquire Investments on behalf of the Company;"} +{"idx": 43, "level": 4, "span": "(iii) Oversee the due\ndiligence process related to prospective investments;"} +{"idx": 43, "level": 4, "span": "(iv) Prepare reports regarding prospective investments which include\nrecommendations and supporting documentation necessary for the Board to evaluate the prospective investments;"} +{"idx": 43, "level": 4, "span": "(v) Obtain\nreports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of prospective investments of the Company; and"} +{"idx": 43, "level": 4, "span": "(vi) Negotiate and execute approved Investments and other transactions."} +{"idx": 43, "level": 2, "span": "3.03 Asset Management Services\n. \nThe Advisor shall:\n(i) Investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems\nnecessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians,\nagents for collection, insurers, insurance agents, developers, construction companies, Property Managers and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing\nservices;\n(ii) Monitor applicable markets and obtain reports (which may be prepared by the Advisor or its Affiliates)\nwhere appropriate, concerning the value of Investments of the Company;\n(iii) Monitor and evaluate the performance of\nInvestments of the Company, provide daily management services to the Company and perform and supervise the various management and operational functions related to the Company’s Investments;\n(iv) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation,\nmaintenance, improvement, financing and refinancing, marketing, leasing and disposition of Investments on an overall portfolio basis;\n(v) Oversee the performance by the Property Managers of their duties, including collection and proper deposits of rental\npayments and payment of Property expenses and maintenance;\n(vi) Conduct periodic\non-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of the Property\nManagers;\n(vii) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and\nsubmitted by each Property Manager and aggregate these property budgets into the Company’s overall budget;\n(viii)\nCoordinate and manage relationships between the Company and any Joint Venture partners;\n(ix) Provide financial and\noperational planning services and investment portfolio management functions;\n(x) Assist the Board in the development,\noversight, implementation and coordination of the Company’s NAV procedures;\n(xi) Provide information in connection with the Company’s Properties and\nInvestments to the Independent Appraisers and other parties involved in determining the NAV and obtain market quotations or conduct fair valuation determinations concerning the value of Investments; and\n(xii) Monitor each Independent Appraiser’s valuation process to ensure that it complies with the Valuation Guidelines."} +{"idx": 43, "level": 4, "span": "(i) Investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems\nnecessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians,\nagents for collection, insurers, insurance agents, developers, construction companies, Property Managers and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing\nservices;"} +{"idx": 43, "level": 4, "span": "(ii) Monitor applicable markets and obtain reports (which may be prepared by the Advisor or its Affiliates)\nwhere appropriate, concerning the value of Investments of the Company;"} +{"idx": 43, "level": 4, "span": "(iii) Monitor and evaluate the performance of\nInvestments of the Company, provide daily management services to the Company and perform and supervise the various management and operational functions related to the Company’s Investments;"} +{"idx": 43, "level": 4, "span": "(iv) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation,\nmaintenance, improvement, financing and refinancing, marketing, leasing and disposition of Investments on an overall portfolio basis;"} +{"idx": 43, "level": 4, "span": "(v) Oversee the performance by the Property Managers of their duties, including collection and proper deposits of rental\npayments and payment of Property expenses and maintenance;"} +{"idx": 43, "level": 4, "span": "(vi) Conduct periodic\non-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of the Property\nManagers;"} +{"idx": 43, "level": 4, "span": "(vii) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and\nsubmitted by each Property Manager and aggregate these property budgets into the Company’s overall budget;"} +{"idx": 43, "level": 4, "span": "(viii)\nCoordinate and manage relationships between the Company and any Joint Venture partners;"} +{"idx": 43, "level": 4, "span": "(ix) Provide financial and\noperational planning services and investment portfolio management functions;"} +{"idx": 43, "level": 4, "span": "(x) Assist the Board in the development,\noversight, implementation and coordination of the Company’s NAV procedures;"} +{"idx": 43, "level": 4, "span": "(xi) Provide information in connection with the Company’s Properties and\nInvestments to the Independent Appraisers and other parties involved in determining the NAV and obtain market quotations or conduct fair valuation determinations concerning the value of Investments; and"} +{"idx": 43, "level": 4, "span": "(xii) Monitor each Independent Appraiser’s valuation process to ensure that it complies with the Valuation Guidelines."} +{"idx": 43, "level": 2, "span": "3.04 Accounting and Other Administrative Services\n. \nThe Advisor shall:\n(i) Manage and perform the various administrative functions necessary for the management of the\nday-to-day operations of the Company;\n(ii)\nFrom time-to-time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company under this\nAgreement;\n(iii) Make reports to the Board, at least annually, of the allocation of Investments that have been allocated\nby the Sponsor to the Company and any other programs advised, sponsored or organized by the Sponsor or its Affiliates;\n(iv) Coordinate with the Company’s independent auditors to prepare and deliver to the Company’s audit committee an\nannual report covering the Advisor’s compliance with certain material aspects of this Agreement;\n(v) Provide or\narrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations;\n(vi) Provide financial and operational planning services and portfolio management functions;\n(vii) Maintain accounting data and any other information concerning the activities of the Company as shall be needed to prepare\nand file all periodic financial reports and returns required to be filed with the SEC and any other regulatory agency, including annual financial statements;\n(viii) Maintain all appropriate books and records of the Company;\n(ix) Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including\nindependent accountants and other consultants, on related tax matters;\n(x) Supervise the performance of such ministerial\nand administrative functions as may be necessary in connection with the daily operations of the Company;\n(xi) Provide the\nCompany with all necessary cash management services;\n(xii) Manage and coordinate with the transfer agent the distribution\nprocess and payments to Stockholders;\n(xiii) Consult with the officers of the Company and the Board, and assist in\nevaluating and obtaining adequate insurance coverage based upon risk management determinations;\n(xiv) Provide the officers\nof the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters;\n(xv) Consult with the officers of the Company and the Board relating to the corporate governance structure and appropriate\npolicies and procedures related thereto; and\n(xvi) Oversee all reporting, record keeping, internal controls and similar\nmatters in a manner to allow the Company to comply with applicable law including the Sarbanes-Oxley Act of 2002."} +{"idx": 43, "level": 4, "span": "(i) Manage and perform the various administrative functions necessary for the management of the\nday-to-day operations of the Company;"} +{"idx": 43, "level": 4, "span": "(ii)\nFrom time-to-time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company under this\nAgreement;"} +{"idx": 43, "level": 4, "span": "(iii) Make reports to the Board, at least annually, of the allocation of Investments that have been allocated\nby the Sponsor to the Company and any other programs advised, sponsored or organized by the Sponsor or its Affiliates;"} +{"idx": 43, "level": 4, "span": "(iv) Coordinate with the Company’s independent auditors to prepare and deliver to the Company’s audit committee an\nannual report covering the Advisor’s compliance with certain material aspects of this Agreement;"} +{"idx": 43, "level": 4, "span": "(v) Provide or\narrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations;"} +{"idx": 43, "level": 4, "span": "(vi) Provide financial and operational planning services and portfolio management functions;"} +{"idx": 43, "level": 4, "span": "(vii) Maintain accounting data and any other information concerning the activities of the Company as shall be needed to prepare\nand file all periodic financial reports and returns required to be filed with the SEC and any other regulatory agency, including annual financial statements;"} +{"idx": 43, "level": 4, "span": "(viii) Maintain all appropriate books and records of the Company;"} +{"idx": 43, "level": 4, "span": "(ix) Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including\nindependent accountants and other consultants, on related tax matters;"} +{"idx": 43, "level": 4, "span": "(x) Supervise the performance of such ministerial\nand administrative functions as may be necessary in connection with the daily operations of the Company;"} +{"idx": 43, "level": 4, "span": "(xi) Provide the\nCompany with all necessary cash management services;"} +{"idx": 43, "level": 4, "span": "(xii) Manage and coordinate with the transfer agent the distribution\nprocess and payments to Stockholders;"} +{"idx": 43, "level": 4, "span": "(xiii) Consult with the officers of the Company and the Board, and assist in\nevaluating and obtaining adequate insurance coverage based upon risk management determinations;"} +{"idx": 43, "level": 4, "span": "(xiv) Provide the officers\nof the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters;"} +{"idx": 43, "level": 4, "span": "(xv) Consult with the officers of the Company and the Board relating to the corporate governance structure and appropriate\npolicies and procedures related thereto; and"} +{"idx": 43, "level": 4, "span": "(xvi) Oversee all reporting, record keeping, internal controls and similar\nmatters in a manner to allow the Company to comply with applicable law including the Sarbanes-Oxley Act of 2002."} +{"idx": 43, "level": 2, "span": "3.05 Stockholder\nServices\n. \nThe Advisor shall:\n(i) Manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic\nreports and other communications; and\n(ii) Establish technology infrastructure to assist in providing Stockholder support\nand service."} +{"idx": 43, "level": 4, "span": "(i) Manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic\nreports and other communications; and"} +{"idx": 43, "level": 4, "span": "(ii) Establish technology infrastructure to assist in providing Stockholder support\nand service."} +{"idx": 43, "level": 2, "span": "3.06 Financing Services\n. \nThe Advisor shall:\n(i) Identify and evaluate potential financing and refinancing sources, engaging a third-party broker if necessary;\n(ii) Negotiate terms, arrange and execute financing agreements;\n(iii) Manage relationships between the Company and its lenders; and\n(iv) Monitor and oversee the service of the Company’s debt facilities and other borrowings."} +{"idx": 43, "level": 4, "span": "(i) Identify and evaluate potential financing and refinancing sources, engaging a third-party broker if necessary;"} +{"idx": 43, "level": 4, "span": "(ii) Negotiate terms, arrange and execute financing agreements;"} +{"idx": 43, "level": 4, "span": "(iii) Manage relationships between the Company and its lenders; and"} +{"idx": 43, "level": 4, "span": "(iv) Monitor and oversee the service of the Company’s debt facilities and other borrowings."} +{"idx": 43, "level": 2, "span": "3.07 Disposition Services\n. \nThe Advisor shall:\n(i) Consult with the Board and provide assistance with the evaluation and approval of potential asset dispositions, sales or\nother liquidity events; and\n(ii) Structure and negotiate the terms and conditions of transactions pursuant to which\nInvestments may be sold."} +{"idx": 43, "level": 4, "span": "(i) Consult with the Board and provide assistance with the evaluation and approval of potential asset dispositions, sales or\nother liquidity events; and"} +{"idx": 43, "level": 4, "span": "(ii) Structure and negotiate the terms and conditions of transactions pursuant to which\nInvestments may be sold."} +{"idx": 43, "level": 2, "span": "ARTICLE 4"} +{"idx": 43, "level": 2, "span": "AUTHORITY OF ADVISOR"} +{"idx": 43, "level": 2, "span": "4.01 Powers of the Advisor\n. Subject to the express limitations set forth in this Agreement, any restrictions imposed by law, rule or\nregulation and the continuing and exclusive authority of the Board over the management of the Company, the power to direct the management, operation and policies of the Company, including making, financing and disposing of Investments, and the\nperformance of those services described in Article 3 hereof, shall be vested in the Advisor, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Company to carry out\nany and all of the objectives and purposes of the Company and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable or incidental thereto to perform its\nobligations under this Agreement. The Advisor shall have the power to delegate all or any part of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and\nrepresentatives of the Advisor or the Company as it may deem appropriate. Any authority delegated by the Advisor to any other Person shall be subject to the limitations on the rights and powers of the Advisor specifically set forth in this\nAgreement or the Charter. "} +{"idx": 43, "level": 2, "span": "4.02 Approval by the Board\n. Notwithstanding the foregoing, the Advisor may not take any action on behalf\nof the Company without the prior approval of the Board or duly authorized committees thereof if the Charter or Maryland General Corporation Law require the prior approval of the Board. If the Board or a committee of the Board must approve a\nproposed investment, financing or disposition or chooses to do so, the Advisor will deliver to the Board or committee, as applicable, all documents required by it to evaluate such investment, financing or disposition. "} +{"idx": 43, "level": 2, "span": "4.03 Modification or Revocation of Authority of Advisor\n. The Board may, at any time upon the giving of notice to the Advisor, modify or\nrevoke the authority or approvals set forth in Article 3 and this Article 4; provided, however, that such modification or revocation shall be effective upon receipt by the Advisor and\nshall not be \napplicable to investment transactions to which the Advisor has committed the Company prior to the date of receipt by the Advisor of such notification."} +{"idx": 43, "level": 2, "span": "ARTICLE 5"} +{"idx": 43, "level": 2, "span": "BANK\nACCOUNTS\nThe Advisor may establish and maintain one or more bank accounts in the name of the Company and the Operating Partnership\nand may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, under such terms and conditions as the Board may approve, provided that\nno funds shall be commingled with the funds of the Advisor. The Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and the independent auditors of the Company."} +{"idx": 43, "level": 2, "span": "ARTICLE 6"} +{"idx": 43, "level": 2, "span": "RECORDS AND\nACCESS\nThe Advisor, in the conduct of its responsibilities to the Company, shall maintain, or cause to be maintained, adequate and\nseparate books and records for the Company’s operations in accordance with GAAP, which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded. Such books and records shall be\nthe property of the Company and shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Company, at any time or from time to time during normal business hours. The Advisor shall at all reasonable\ntimes have access to the books and records of the Company and the Operating Partnership."} +{"idx": 43, "level": 2, "span": "ARTICLE 7"} +{"idx": 43, "level": 2, "span": "LIMITATION ON ACTIVITIES\nNotwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good\nfaith, would: (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code unless the Board has determined that the Company will not seek or maintain REIT qualification for the Company;\n(ii) subject the Company to regulation under the Investment Company Act of 1940, as amended; (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares\nor its other securities; (iv) require the Advisor to register as a broker-dealer with the SEC, FINRA or any state; or (v) violate the Charter or Bylaws. In the event an action that would violate (i) through (v) of the preceding\nsentence but such action has been ordered by the Board, the Advisor shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or\ninstructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given."} +{"idx": 43, "level": 2, "span": "ARTICLE 8"} +{"idx": 43, "level": 2, "span": "FEES"} +{"idx": 43, "level": 2, "span": "8.01 Asset Management Fees\n. The Company shall pay the Advisor or its Affiliates as compensation for the services described in\nSection 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 1.25% of the sum of the Cost of Investments (or in the case\nof Loans, the principal amount), less any principal repaid by borrowers on Loans or other debt-related investments (or the Company’s proportionate share thereof in the case of an Investment made through a Joint Venture), as of the end of each\nmonth. For purposes of \ncalculating the Asset Management Fee, the Cost of Investments for each Investment shall be prorated for the number of days during the applicable month that the Company owns such Investment. The\nAdvisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable month. The Asset Management Fee shall generally be payable on the last day of the month that immediately follows the\nmonth in which such Asset Management Fee was earned, or the first business day following the last day of such month. However, payment of the Asset Management Fee may be deferred or waived, in whole or in part (or received in Shares) as to any\ntransaction in the sole discretion of the Advisor. Any such deferred or waived Asset Management Fees shall be paid to the Advisor or its Affiliates without interest at such subsequent date as the Advisor shall request."} +{"idx": 43, "level": 2, "span": "8.02 Disposition Fees.\n(i) If the Advisor or any of its Affiliates provide a substantial amount of services, and based on the services, as determined\nby the Independent Directors, in connection with a Sale (except for the Sale of any Securities that are traded on a national securities exchange), the Advisor or such Affiliate shall receive a Disposition Fee in an amount of 2.0% of the Contract\nSales Price of each Investment sold.\n(ii) The Advisor shall also receive a Disposition Fee upon the maturity, prepayment,\nworkout, modification or extension of a Loan or other debt-related investment if there is a corresponding fee paid by the borrower to the Company, in which event the Advisor shall receive the lesser of (i) 1.0% of the principal amount of the\nLoan or debt-related investment prior to such transaction or (ii) the amount of the fee paid by the borrower to the Company in connection with such transaction.\n(iii) To the extent the Disposition Fee is paid upon the Sale of any assets other than real property, such amount shall count\nagainst the limit of Operating Expenses required to be treated as “Total Operating Expenses” under the NASAA REIT Guidelines. In addition, the payment of any Disposition Fees by the Company shall be subject to the limitations contained in\nthe Company’s Charter and in no event shall the Disposition Fee exceed an amount which, when added to the fees paid by the Company to unaffiliated parties in connection with a Sale, equals the lesser of a competitive real estate commission or\n6.0% of the Contract Sales Price. The Advisor shall submit an invoice to the Company following the closing or closings of each disposition, accompanied by a computation of the Disposition Fee. Generally, the Disposition Fee payable to the Advisor\nshall be paid at the closing of the transaction upon receipt of the invoice by the Company; provided, however, that such Disposition Fee shall be paid to an Affiliate of the Advisor that is registered as a FINRA member broker-dealer if\napplicable laws or regulations prohibit such payment to be made to a Person that is not a FINRA member broker-dealer. However, payment of the Disposition Fee may be deferred or waived (or accepted in Shares), in whole or in part, as to any\ntransaction in the sole discretion of the Advisor. Any such deferred or waived Disposition Fees shall be paid to the Advisor or its Affiliates without interest at such subsequent date as the Advisor shall request."} +{"idx": 43, "level": 4, "span": "(i) If the Advisor or any of its Affiliates provide a substantial amount of services, and based on the services, as determined\nby the Independent Directors, in connection with a Sale (except for the Sale of any Securities that are traded on a national securities exchange), the Advisor or such Affiliate shall receive a Disposition Fee in an amount of 2.0% of the Contract\nSales Price of each Investment sold."} +{"idx": 43, "level": 4, "span": "(ii) The Advisor shall also receive a Disposition Fee upon the maturity, prepayment,\nworkout, modification or extension of a Loan or other debt-related investment if there is a corresponding fee paid by the borrower to the Company, in which event the Advisor shall receive the lesser of (i) 1.0% of the principal amount of the\nLoan or debt-related investment prior to such transaction or (ii) the amount of the fee paid by the borrower to the Company in connection with such transaction."} +{"idx": 43, "level": 4, "span": "(iii) To the extent the Disposition Fee is paid upon the Sale of any assets other than real property, such amount shall count\nagainst the limit of Operating Expenses required to be treated as “Total Operating Expenses” under the NASAA REIT Guidelines. In addition, the payment of any Disposition Fees by the Company shall be subject to the limitations contained in\nthe Company’s Charter and in no event shall the Disposition Fee exceed an amount which, when added to the fees paid by the Company to unaffiliated parties in connection with a Sale, equals the lesser of a competitive real estate commission or\n6.0% of the Contract Sales Price. The Advisor shall submit an invoice to the Company following the closing or closings of each disposition, accompanied by a computation of the Disposition Fee. Generally, the Disposition Fee payable to the Advisor\nshall be paid at the closing of the transaction upon receipt of the invoice by the Company; provided, however, that such Disposition Fee shall be paid to an Affiliate of the Advisor that is registered as a FINRA member broker-dealer if\napplicable laws or regulations prohibit such payment to be made to a Person that is not a FINRA member broker-dealer. However, payment of the Disposition Fee may be deferred or waived (or accepted in Shares), in whole or in part, as to any\ntransaction in the sole discretion of the Advisor. Any such deferred or waived Disposition Fees shall be paid to the Advisor or its Affiliates without interest at such subsequent date as the Advisor shall request."} +{"idx": 43, "level": 2, "span": "8.03 Refinancing Coordination Fee.\n If the Advisor or an Affiliate provide services in connection with the refinancing of any Loan\nthe Company or the Operating Partnership directly or indirectly obtains, including refinancing of any assumed Loan, the Company shall pay a Refinancing Coordination Fee to the Advisor in an amount equal to 0.75% of the amount available or\noutstanding under any such Loan, including any assumed Loan. Refinancing shall include restructuring, workouts or other recapitalization of any Loan. "} +{"idx": 43, "level": 2, "span": "8.04 Operating Partnership Interests.\n An Affiliate of the Advisor has made a capital contribution of $1,000 to the Operating\nPartnership in exchange for Special OP Units. The Special OP Units shall be entitled to the distributions provided for, and shall be subject to redemption by the Operating Partnership, in accordance with the terms of the Operating Partnership\nAgreement. To the extent distributions to the Special OP Units are not paid from net sales proceeds, such amounts will count against the limit on Operating Expenses. In the event of termination of this Agreement by the Company for Cause,\nthe Company shall redeem the Special OP Units in exchange for a one-time cash payment to the Advisor’s Affiliate of $1.00. "} +{"idx": 43, "level": 2, "span": "8.05 Changes to Fee Structure.\n In the event of Listing, the Company and the Advisor shall negotiate in good faith to establish a\nfee structure appropriate for a perpetual-life entity. "} +{"idx": 43, "level": 2, "span": "8.06 Payment in Shares.\n In the event the Advisor, in its sole discretion, elects to\nbe paid any of the fees set forth in this Article 8 in Class I Shares (in lieu of cash payment), the number of Class I Shares shall be equal to (A) the cash amount of such fee; divided by (B) either (i)\nthe then-current offering price (or the most recent offering price if the Company is not engaged in the offering) of the Class I Shares net of dealer manager fees and selling commissions, or (ii) as of the date the Company publishes a NAV\nper share, the then-current NAV per share applicable to Class I Shares. "} +{"idx": 43, "level": 2, "span": "ARTICLE 9"} +{"idx": 43, "level": 2, "span": "EXPENSES"} +{"idx": 43, "level": 2, "span": "9.01\nGeneral.\n In addition to the compensation paid to the Advisor pursuant to Article 8 hereof, the Company shall pay directly or reimburse the Advisor or its Affiliates for all of the expenses paid or incurred by the\nAdvisor or its Affiliates on behalf of the Company or in connection with the services provided to the Company pursuant to this Agreement, including, but not limited to: \n(i) All Organization and Offering Expenses; provided, however, that the Advisor, or an Affiliate of the Advisor,\nshall be responsible for the payment of the Company’s Organizational and Offering Expenses to the extent the total amount of such expenses exceeds 15.0% of Gross Proceeds from the Company’s offering; provided that within 60 days after the\nend of the month in which an Offering terminates, the Advisor shall reimburse the Company to the extent the Company incurred Organization and Offering Expenses exceeding 15.0% of the Gross Proceeds raised in the completed Offering;\n(ii) Acquisition Expenses incurred in connection with the selection and acquisition of Investments, including such expenses\nincurred related to assets pursued or considered but not ultimately acquired by the Company, provided that, notwithstanding anything herein to the contrary, the payment of Acquisition Expenses by the Company shall be subject to the\nlimitations contained in the Company’s Charter;\n(iii) The actual out-of-pocket cost of goods and services used by the Company and obtained from entities not Affiliated with the Advisor;\n(iv) Interest and other costs for borrowed money or securitization transactions, including discounts, points and other similar\nfees;\n(v) Taxes and assessments on income or Properties, taxes as an expense of doing business and any other taxes\notherwise imposed on the Company and its business, assets or income;\n(vi) Out-of-pocket costs associated with insurance required in connection with the business of the Company or by its officers and Board;\n(vii) Expenses of managing, improving, developing, operating and selling Investments owned, directly or indirectly, by the\nCompany, as well as expenses of other transactions relating to such Investments, including but not limited to prepayments, maturities, workouts and other settlements of Loans and other Investments;\n(viii) All out-of-pocket expenses in connection\nwith payments to the Board and meetings of the Board and Stockholders;\n(ix) Personnel and related employment costs\nincurred by the Advisor or its Affiliates in performing the services described in Article 3 hereof, including but not limited to reasonable salaries and wages, benefits and overhead of all employees directly involved in the\nperformance of such services, provided that no reimbursement shall be made for costs of such employees of the Advisor or its Affiliates to the extent that such employees (A) perform services for which the Advisor receives acquisition fees or\nDisposition Fees or (B) serve as executive officers of the Company;\n(x) Out-of-pocket expenses of providing services for and maintaining communications with Stockholders, including the cost of preparation, printing, and mailing annual reports and other Stockholder reports, proxy\nstatements and other reports required by governmental entities;\n(xi) Audit, accounting and legal fees, and other fees for professional services\nrelating to the operations of the Company and all such fees incurred at the request, or on behalf of, the Board or any other committee of the Board;\n(xii) Out-of-pocket costs for the Company to\ncomply with all applicable laws, regulations and ordinances;\n(xiii) Expenses connected with payments of Distributions made\nor caused to be made by the Company to the Stockholders;\n(xiv) Expenses of organizing, redomesticating, merging,\nliquidating or dissolving the Company or of amending the Charter or the Bylaws; and\n(xv) All other out-of-pocket costs and expenses incurred by the Advisor or its Affiliates in performing the Advisor’s duties hereunder."} +{"idx": 43, "level": 4, "span": "(i) All Organization and Offering Expenses; provided, however, that the Advisor, or an Affiliate of the Advisor,\nshall be responsible for the payment of the Company’s Organizational and Offering Expenses to the extent the total amount of such expenses exceeds 15.0% of Gross Proceeds from the Company’s offering; provided that within 60 days after the\nend of the month in which an Offering terminates, the Advisor shall reimburse the Company to the extent the Company incurred Organization and Offering Expenses exceeding 15.0% of the Gross Proceeds raised in the completed Offering;"} +{"idx": 43, "level": 4, "span": "(ii) Acquisition Expenses incurred in connection with the selection and acquisition of Investments, including such expenses\nincurred related to assets pursued or considered but not ultimately acquired by the Company, provided that, notwithstanding anything herein to the contrary, the payment of Acquisition Expenses by the Company shall be subject to the\nlimitations contained in the Company’s Charter;"} +{"idx": 43, "level": 4, "span": "(iii) The actual out-of-pocket cost of goods and services used by the Company and obtained from entities not Affiliated with the Advisor;"} +{"idx": 43, "level": 4, "span": "(iv) Interest and other costs for borrowed money or securitization transactions, including discounts, points and other similar\nfees;"} +{"idx": 43, "level": 4, "span": "(v) Taxes and assessments on income or Properties, taxes as an expense of doing business and any other taxes\notherwise imposed on the Company and its business, assets or income;"} +{"idx": 43, "level": 4, "span": "(vi) Out-of-pocket costs associated with insurance required in connection with the business of the Company or by its officers and Board;"} +{"idx": 43, "level": 4, "span": "(vii) Expenses of managing, improving, developing, operating and selling Investments owned, directly or indirectly, by the\nCompany, as well as expenses of other transactions relating to such Investments, including but not limited to prepayments, maturities, workouts and other settlements of Loans and other Investments;"} +{"idx": 43, "level": 4, "span": "(viii) All out-of-pocket expenses in connection\nwith payments to the Board and meetings of the Board and Stockholders;"} +{"idx": 43, "level": 4, "span": "(ix) Personnel and related employment costs\nincurred by the Advisor or its Affiliates in performing the services described in Article 3 hereof, including but not limited to reasonable salaries and wages, benefits and overhead of all employees directly involved in the\nperformance of such services, provided that no reimbursement shall be made for costs of such employees of the Advisor or its Affiliates to the extent that such employees (A) perform services for which the Advisor receives acquisition fees or\nDisposition Fees or (B) serve as executive officers of the Company;"} +{"idx": 43, "level": 4, "span": "(x) Out-of-pocket expenses of providing services for and maintaining communications with Stockholders, including the cost of preparation, printing, and mailing annual reports and other Stockholder reports, proxy\nstatements and other reports required by governmental entities;"} +{"idx": 43, "level": 4, "span": "(xi) Audit, accounting and legal fees, and other fees for professional services\nrelating to the operations of the Company and all such fees incurred at the request, or on behalf of, the Board or any other committee of the Board;"} +{"idx": 43, "level": 4, "span": "(xii) Out-of-pocket costs for the Company to\ncomply with all applicable laws, regulations and ordinances;"} +{"idx": 43, "level": 4, "span": "(xiii) Expenses connected with payments of Distributions made\nor caused to be made by the Company to the Stockholders;"} +{"idx": 43, "level": 4, "span": "(xiv) Expenses of organizing, redomesticating, merging,\nliquidating or dissolving the Company or of amending the Charter or the Bylaws; and"} +{"idx": 43, "level": 4, "span": "(xv) All other out-of-pocket costs and expenses incurred by the Advisor or its Affiliates in performing the Advisor’s duties hereunder."} +{"idx": 43, "level": 2, "span": "9.02 Initial Organization and Offering Expenses.\n(i) The Advisor has agreed to pay, on behalf of the Company, all Organization and Offering Expenses (less Selling Commissions\nand Distribution Fees) (the “Initial O&O Costs”) through the first anniversary of the date on which the Company satisfies the minimum offering requirement for the Initial Public Offering (the “Escrow Break\nAnniversary”).\n(ii) The Company shall not be required to reimburse the Advisor for payment of the Initial\nO&O Costs prior to the Escrow Break Anniversary. Following the Escrow Break Anniversary, the Company will reimburse the Advisor for payment of the Initial O&O Costs ratably over a 36-month period;\nprovided, however, that the Company shall not be obligated to pay any amounts that as a result of such payment would cause the aggregate payments for Organization and Offering Expenses (less Selling Commissions and Distribution Fees) paid to the\nAdvisor to exceed 1% of gross offering proceeds of the Initial Public Offering as of such payment date (the “1% Cap”). Any amounts not reimbursed in any period shall be included in determining any reimbursement for a\nsubsequent period. The Company may, in its sole discretion, pay amounts to the Advisor in excess of the ratable amount for the Initial O&O Costs; provided that the payment of such amounts is not in excess of the 1% Cap.\n(iii) After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the Organization and\nOffering Expenses but is not required to do so. To the extent the Advisor pays such additional Organization and Offering Expenses, the Company will be obligated to reimburse the Advisor subject to the 1% Cap."} +{"idx": 43, "level": 4, "span": "(i) The Advisor has agreed to pay, on behalf of the Company, all Organization and Offering Expenses (less Selling Commissions\nand Distribution Fees) (the “Initial O&O Costs”) through the first anniversary of the date on which the Company satisfies the minimum offering requirement for the Initial Public Offering (the “Escrow Break\nAnniversary”)."} +{"idx": 43, "level": 4, "span": "(ii) The Company shall not be required to reimburse the Advisor for payment of the Initial\nO&O Costs prior to the Escrow Break Anniversary. Following the Escrow Break Anniversary, the Company will reimburse the Advisor for payment of the Initial O&O Costs ratably over a 36-month period;\nprovided, however, that the Company shall not be obligated to pay any amounts that as a result of such payment would cause the aggregate payments for Organization and Offering Expenses (less Selling Commissions and Distribution Fees) paid to the\nAdvisor to exceed 1% of gross offering proceeds of the Initial Public Offering as of such payment date (the “1% Cap”). Any amounts not reimbursed in any period shall be included in determining any reimbursement for a\nsubsequent period. The Company may, in its sole discretion, pay amounts to the Advisor in excess of the ratable amount for the Initial O&O Costs; provided that the payment of such amounts is not in excess of the 1% Cap."} +{"idx": 43, "level": 4, "span": "(iii) After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the Organization and\nOffering Expenses but is not required to do so. To the extent the Advisor pays such additional Organization and Offering Expenses, the Company will be obligated to reimburse the Advisor subject to the 1% Cap."} +{"idx": 43, "level": 2, "span": "9.03 Timing of and Additional Limitations on Reimbursements\n. \n(i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this\nArticle 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company\nwithin 45 days after the end of each quarter.\n(ii) Commencing upon the earlier of the fourth fiscal quarter after\n(i) the Company makes an initial Investment or (ii) six months after commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: the Company shall not reimburse the Advisor at the end of\nany fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2.0% of Average Invested Assets or\n25.0% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines that such excess was justified, based on unusual and nonrecurring factors that the Board deems sufficient. If the Board does not approve\nsuch excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the\nCompany for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Board, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose\nsuch fact to the Stockholders in the next quarterly\nreport of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the\nfactors the Board considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall\nbe determined in accordance with GAAP applied on a consistent basis."} +{"idx": 43, "level": 4, "span": "(i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this\nArticle 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company\nwithin 45 days after the end of each quarter."} +{"idx": 43, "level": 4, "span": "(ii) Commencing upon the earlier of the fourth fiscal quarter after\n(i) the Company makes an initial Investment or (ii) six months after commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: the Company shall not reimburse the Advisor at the end of\nany fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2.0% of Average Invested Assets or\n25.0% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines that such excess was justified, based on unusual and nonrecurring factors that the Board deems sufficient. If the Board does not approve\nsuch excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the\nCompany for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Board, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose\nsuch fact to the Stockholders in the next quarterly"} +{"idx": 43, "level": 2, "span": "ARTICLE 10"} +{"idx": 43, "level": 2, "span": "OTHER SERVICES\nShould: (i) the Operating Partnership request that the Advisor or any Affiliate or any manager, officer or employee of the Advisor\nor Affiliate render services for the Company other than as set forth in this Agreement; or (ii) there be changes to the regulatory environment in which the Advisor or Company operates that would increase significantly the level of services\nperformed such that the costs and expenses borne by the Advisor for which the Advisor is not entitled to separate reimbursement for personnel and related employment direct costs and overhead under Article 9 of this\nAgreement would increase significantly, such services shall be separately compensated at such rates and in such amounts as are agreed by the Advisor and the Independent Directors, subject to the limitations contained in the Charter, and shall not be\ndeemed to be services pursuant to the terms of this Agreement."} +{"idx": 43, "level": 2, "span": "ARTICLE 11"} +{"idx": 43, "level": 1, "span": "VOTING AGREEMENT\nThe\nAdvisor agrees that, with respect to any Shares now or hereinafter owned by it or its Affiliates, none of them will vote or consent on matters submitted to the Stockholders of the Company regarding: (i) the removal of the Advisor or any of\nits Affiliates as the Advisor; or (ii) any transaction between the Company and the Advisor or any of its Affiliates. This voting restriction shall survive until such time that the Advisor or any of its Affiliates is no longer serving as\nthe Advisor."} +{"idx": 43, "level": 2, "span": "ARTICLE 12"} +{"idx": 43, "level": 2, "span": "RELATIONSHIP OF ADVISOR AND COMPANY;"} +{"idx": 43, "level": 2, "span": "OTHER ACTIVITIES OF THE ADVISOR"} +{"idx": 43, "level": 2, "span": "12.01 Relationship\n. The Company and the Advisor are not partners or joint venturers with each other, and nothing in this Agreement\nshall be construed to make them such partners or joint venturers. Nothing herein contained shall prevent the Advisor from engaging in other activities, including, without limitation, the rendering of advice to other Persons (including other REITs)\nand the management of other programs advised, sponsored or organized by the Advisor or its Affiliates. Nor shall this Agreement limit or restrict the right of any manager, director, officer, employee or equityholder of the Advisor or its Affiliates\nto engage in any other business or to render services of any kind to any other Person. The Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each and every other participant therein.\nThe Advisor shall promptly disclose to the Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, that creates or could create a conflict of interest between the Advisor’s obligations to the\nCompany and its obligations to or its interest in any other Person. "} +{"idx": 43, "level": 2, "span": "12.02 Time Commitment\n. The Advisor shall, and shall cause its\nAffiliates and their respective employees, officers and agents to, devote to the Company such time as shall be reasonably necessary to conduct the business and affairs of the Company in an appropriate manner consistent with the terms of this\nAgreement. The Company acknowledges that the Advisor and its Affiliates and their respective employees, officers and agents may also engage in activities unrelated to the Company and may provide services to Persons other than the Company or any\nof its Affiliates. "} +{"idx": 43, "level": 2, "span": "12.03 Investment Opportunities and Allocation\n. The Advisor shall be required to use\ncommercially reasonable efforts to present a continuing and suitable investment program to the Company that is consistent with the investment policies and objectives of the Company, but neither the Advisor nor any Affiliate of the Advisor shall be\nobligated to present any particular Investment opportunity to the Company even if the opportunity is of a character that, if presented to the Company, could be taken by the Company. In the event an Investment opportunity is identified, the\nallocation procedures set forth under the caption “Conflicts of Interest—Allocation of Investment Opportunities” in any Prospectus (as may be amended from time to time) shall govern the allocation of the opportunity among the Company,\nany of its Affiliates and any investment vehicles sponsored or managed by the Sponsor or any of their Affiliates. "} +{"idx": 43, "level": 2, "span": "ARTICLE 13"} +{"idx": 43, "level": 2, "span": "THE RODIN NAME\nThe\nCompany acknowledges and agrees that the Sponsor and its Affiliates have a proprietary interest in the name “Rodin.” Except upon the express prior written consent of Sponsor, on a case by case basis, which if given, may be withdrawn at any\ntime in the sole discretion of Sponsor, the Company shall not (and shall cause its Affiliates and each of its and their partners, officers, directors, employees and agents, whether present or future (collectively,\n“Personnel”) not to): (i) use, apply for or register in any manner, form or jurisdiction whatsoever any of Sponsor’s or any of Sponsor’s Affiliates’ name(s), trade name(s), logo(s), trademark(s), service\nmark(s), business, trade or corporate name(s), Internet domain name(s), social media/username domain(s), or sub-domain name(s), in each case, whether registered or unregistered, or any variations,\ntranslations, or transliterations thereof, or any terms confusingly similar to any of the foregoing, including without limitation, the name “Rodin” (collectively, the “Names and Marks”), or (ii) sublicense the\nNames and Marks to any third party or grant any third party the right to use the Names and Marks.\nThe Company acknowledges and agrees\n(and shall cause its Personnel to acknowledge and agree) that: (i) Sponsor is and shall remain at all times the sole and exclusive owner of all right, title and interest in and to the Names and Marks and any and all proprietary rights therein\nand thereto, (ii) nothing contained herein creates, shall create, nor shall be construed as a grant of, any right, title or interest in or to any Names and Marks or any proprietary rights therein or thereto, (iii) all right, title and\ninterest in and to the Names and Marks is expressly reserved by Sponsor, and (iv) the Company and its Personnel shall keep the Names and Marks free from all liens, mortgages, or other encumbrances.\nThe Company recognizes the value of the goodwill associated with the Names and Marks and the proprietary rights therein and thereto. Should\nSponsor provide its written consent to use the Names and Marks, the Company agrees that (i) any use of the Names and Marks and any goodwill arising therefrom, shall inure solely to the benefit of Sponsor, (ii) it will use the Names and\nMarks only in accordance with and subject to Sponsor’s specification, direction and information, and (iii) it shall fully cooperate (and shall ensure that its Personnel fully cooperate) with Sponsor as reasonably required from time to time\nby Sponsor to perfect or otherwise secure all rights, title and interest in any and all Names and Marks.\nUpon expiration or termination\nof this Agreement, or upon Sponsor’s withdrawal of any written consent by Sponsor to use the Names and Marks, or if at any time the Company ceases to retain the Advisor or one of its Affiliates to perform advisory services for the Company:\n(i) all rights granted to the Company under this Agreement shall immediately terminate and revert to Sponsor, (ii) the Company will immediately and permanently cease all use of the Names and Marks, (iii) the Company shall immediately\nchange its name and the names of any of its subsidiaries to a name that does not contain the name “Rodin” or any other word or words that might, in the sole discretion of the Sponsor, be susceptible of indication of some form of\nrelationship between the Company and the Sponsor or any of Sponsor’s Affiliates, and (iv) the Company shall promptly return to Sponsor or, at Sponsor’s option, destroy, at the Company’s expense, all records and copies of\ntechnical, marketing, advertising, sales, and promotional material in its possession bearing the Names and Marks. Consistent with the foregoing, it is specifically recognized that the Sponsor or one or more of its Affiliates has in the past and may\nin the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate loans, real estate-related debt securities and other real estate assets) and financial and service organizations\nhaving “Rodin” as a\npart of their name, all without the need for any consent (and without the right to object thereto) by the Company. The Sponsor shall govern the Company’s use of the name “Rodin”\nand the Company’s use of the “Rodin” name will be in strict accordance with any quality standards and specifications that may be established by the Advisor and communicated to Company from time to time."} +{"idx": 43, "level": 2, "span": "ARTICLE 14"} +{"idx": 43, "level": 2, "span": "TERM AND\nTERMINATION OF THE AGREEMENT"} +{"idx": 43, "level": 2, "span": "14.01 Term\n. This Agreement shall have an initial term of one year from the Effective Date and may\nbe renewed for an unlimited number of successive one-year terms upon mutual consent of the parties. The Company (acting through the Independent Directors) will evaluate the performance of the Advisor\nannually before renewing this Agreement, and each such renewal shall be for a term of no more than one year. Any such renewal must be approved by the Independent Directors. "} +{"idx": 43, "level": 2, "span": "14.02 Termination by the Parties\n. This Agreement may be terminated: \n(i) immediately by the Company or the Operating Partnership for Cause or upon the bankruptcy of the Advisor;\n(ii) upon 60 days written notice without Cause and without penalty by a majority of the Independent Directors of the Company or\nthe Advisor; or\n(iii) upon 60 days written notice with Good Reason by the Advisor.\nThe provisions of Article 13, Section 14.03 and Articles 16\nthrough 18 of this Agreement shall survive termination of this Agreement."} +{"idx": 43, "level": 4, "span": "(i) immediately by the Company or the Operating Partnership for Cause or upon the bankruptcy of the Advisor;"} +{"idx": 43, "level": 4, "span": "(ii) upon 60 days written notice without Cause and without penalty by a majority of the Independent Directors of the Company or\nthe Advisor; or"} +{"idx": 43, "level": 4, "span": "(iii) upon 60 days written notice with Good Reason by the Advisor."} +{"idx": 43, "level": 2, "span": "14.03 Payments on Termination and Survival of Certain\nRights and Obligations\n. Payments to the Advisor pursuant to this Section 14.03 shall be subject to the 2%/25% Guidelines to the extent applicable. \n(i) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it\nshall be entitled to receive from the Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination\nof this Agreement, subject to the 2%/25% Guidelines to the extent applicable.\n(ii) The Advisor shall promptly upon\ntermination:\n(a) pay over to the Company and the Operating Partnership all money collected and held for the account of the\nCompany and the Operating Partnership pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;\n(b) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all\nmoney held by it, covering the period following the date of the last accounting furnished to the Board;\n(c) deliver to the\nBoard all assets and documents of the Company then in the custody of the Advisor; and\n(d) cooperate with the Company to\nprovide an orderly transition of advisory functions."} +{"idx": 43, "level": 4, "span": "(i) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it\nshall be entitled to receive from the Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination\nof this Agreement, subject to the 2%/25% Guidelines to the extent applicable."} +{"idx": 43, "level": 4, "span": "(ii) The Advisor shall promptly upon\ntermination:"} +{"idx": 43, "level": 3, "span": "(a) pay over to the Company and the Operating Partnership all money collected and held for the account of the\nCompany and the Operating Partnership pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;"} +{"idx": 43, "level": 3, "span": "(b) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all\nmoney held by it, covering the period following the date of the last accounting furnished to the Board;"} +{"idx": 43, "level": 3, "span": "(c) deliver to the\nBoard all assets and documents of the Company then in the custody of the Advisor; and"} +{"idx": 43, "level": 3, "span": "(d) cooperate with the Company to\nprovide an orderly transition of advisory functions."} +{"idx": 43, "level": 2, "span": "ARTICLE 15"} +{"idx": 43, "level": 2, "span": "ASSIGNMENT\nThis\nAgreement may be assigned by the Advisor with the prior approval of a majority of the Board (and with respect to any assignment to an Affiliate, also with the prior approval of a majority of the Independent Directors).\nThe Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Board. This Agreement shall not be assigned by the Company or the\nOperating Partnership without the consent of the Advisor, except in the case of an assignment by the Company or the Operating Partnership to a corporation or other organization that is a successor to all of the assets, rights and obligations of the\nCompany or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company and the Operating Partnership are bound by this Agreement. Nothing herein\nshall be deemed to prohibit or otherwise restrict any transfers or additional issuances of equity interests in the Advisor nor shall any such transfer or issuance be deemed an assignment for purposes of this Article 15."} +{"idx": 43, "level": 2, "span": "ARTICLE 16"} +{"idx": 43, "level": 2, "span": "INDEMNIFICATION AND LIMITATION OF LIABILITY"} +{"idx": 43, "level": 2, "span": "16.01 Indemnification\n. Except as prohibited by the restrictions provided in this Section 16.01,\nSection 16.02 and Section 16.03, the Company and the Operating Partnership shall indemnify, defend and hold harmless the Advisor and its Affiliates, including their respective officers, directors,\nequity holders, partners and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims,\ndamages or losses and related expenses are not fully reimbursed by insurance. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. \nNotwithstanding the foregoing, the Company shall not indemnify the Advisors or its Affiliates for any loss, liability or expense arising from\nor out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities\nlaw violations as to the particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) a court of competent jurisdiction approves a\nsettlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and\nof the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws."} +{"idx": 43, "level": 2, "span": "16.02 Limitation on Indemnification\n. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide\nfor indemnification of the Advisor or its Affiliates for any liability or loss suffered by any of them, nor shall any of them be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: \n(i) The Advisor or its Affiliates have determined, in good faith, that the course of conduct that caused the loss or liability\nwas in the best interests of the Company and the Operating Partnership.\n(ii) The Advisor or its Affiliates were acting on\nbehalf of or performing services for the Company or the Operating Partnership.\n(iii) Such liability or loss was not the\nresult of negligence or misconduct by the Advisor or its Affiliates.\n(iv) Such indemnification or agreement to hold\nharmless is recoverable only out of the Company’s net assets and not from the Stockholders."} +{"idx": 43, "level": 4, "span": "(i) The Advisor or its Affiliates have determined, in good faith, that the course of conduct that caused the loss or liability\nwas in the best interests of the Company and the Operating Partnership."} +{"idx": 43, "level": 4, "span": "(ii) The Advisor or its Affiliates were acting on\nbehalf of or performing services for the Company or the Operating Partnership."} +{"idx": 43, "level": 4, "span": "(iii) Such liability or loss was not the\nresult of negligence or misconduct by the Advisor or its Affiliates."} +{"idx": 43, "level": 4, "span": "(iv) Such indemnification or agreement to hold\nharmless is recoverable only out of the Company’s net assets and not from the Stockholders."} +{"idx": 43, "level": 2, "span": "16.03 Limitation on Payment of\nExpenses\n. The Company shall pay or reimburse reasonable legal expenses and other costs incurred by the Advisors or its Affiliates in advance of the final disposition of a proceeding only if (in addition to the procedures required by the\nMaryland General Corporation Law, as amended from time to time) all of the following are satisfied: (a) the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the\nOperating Partnership, (b) the legal proceeding was initiated by a third party who is not a Stockholder or, if by a Stockholder acting in his or her capacity as such, a court of competent jurisdiction approves such advancement and (c) the\nAdvisor or its Affiliates undertake to repay the \namount paid or reimbursed by the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, if it is ultimately determined that the particular indemnitee\nis not entitled to indemnification."} +{"idx": 43, "level": 2, "span": "16.04 Indemnification by Advisor\n. The Advisor shall indemnify and hold harmless the Company\nand the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not\nfully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misconduct or gross negligence; provided, however, that the Advisor shall not be held responsible for any action of the Board in\nfollowing or declining to follow any advice or recommendation given by the Advisor. "} +{"idx": 43, "level": 2, "span": "ARTICLE 17"} +{"idx": 43, "level": 2, "span": "NON-SOLICITATION\nDuring the period commencing on the Effective Date and ending two years following the Termination Date, the Company shall not, without the\nAdvisor’s prior written consent, directly or indirectly; (i) solicit or encourage any person to leave the employment or other service of the Advisor or its Affiliates; or (ii) hire, on behalf of the Company or any other person or\nentity, any person who has left the employment within the one year period following the termination of that person’s employment with the Advisor or its Affiliates. During the period commencing on the date hereof through and ending two years\nfollowing the Termination Date, the Company will not, whether for its own account or for the account of any other Person, intentionally interfere with the relationship of the Advisor or its Affiliates with, or endeavor to entice away from the\nAdvisor or its Affiliates, any person who during the term of the Agreement is, or during the preceding two-year period, was a tenant, co-investor, co-developer, joint venturer or other customer of the Advisor or its Affiliates."} +{"idx": 43, "level": 2, "span": "ARTICLE 18"} +{"idx": 43, "level": 2, "span": "MISCELLANEOUS"} +{"idx": 43, "level": 2, "span": "18.01\nNotices"} +{"idx": 43, "level": 2, "span": "18.02 Modification\n. This Agreement shall not be changed, modified,\nterminated or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or permitted assigns. "} +{"idx": 43, "level": 2, "span": "18.03 Severability\n. The provisions of this Agreement are independent of and severable from\neach other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. "} +{"idx": 43, "level": 2, "span": "18.04 Construction\n. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New\nYork. "} +{"idx": 43, "level": 2, "span": "18.05 Entire Agreement\n. This Agreement contains the entire agreement and understanding between the parties hereto with\nrespect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter\nhereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing. "} +{"idx": 43, "level": 2, "span": "18.06 Waiver\n. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this\nAgreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver\nof any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed\nby the party asserted to have granted such waiver. "} +{"idx": 43, "level": 2, "span": "18.07 Interpretation\n. Words used herein regardless of the number and gender\nspecifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. "} +{"idx": 43, "level": 2, "span": "18.08 Headings\n. The titles of Articles and Sections contained in this Agreement are for convenience only, and they neither form a part\nof this Agreement nor are they to be used in the construction or interpretation hereof. "} +{"idx": 43, "level": 2, "span": "18.09 Counterparts\n. This Agreement may be\nexecuted in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become\nbinding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. "} +{"idx": 43, "level": 3, "span": "[Signature page follows.]"} +{"idx": 43, "level": 1, "span": "IN WITNESS WHEREOF"} +{"idx": 43, "level": 1, "span": "[Signature Page to Advisory Agreement]"} diff --git a/data/auto_parse/level_freeze/frozen/idx_44.jsonl b/data/auto_parse/level_freeze/frozen/idx_44.jsonl new file mode 100644 index 0000000..564c1d6 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_44.jsonl @@ -0,0 +1,11 @@ +{"idx": 44, "level": 1, "span": "COMMERCEHUB, INC."} +{"idx": 44, "level": 1, "span": "LEGACY STOCK APPRECIATION RIGHTS PLAN"} +{"idx": 44, "level": 0, "span": "STOCK OPTION AGREEMENT\nThis Stock Option Agreement (the “Option Agreement”), dated as of the 21st day of July, 2016 (the “Conversion Date”), is between CommerceHub, Inc., a Delaware corporation (the “Company”), and Richard Jones (the “Awardee”).\nWHEREAS, the Awardee was a holder of outstanding stock appreciation rights (the “Original SAR”) granted on July 20, 2016 (the “Original Grant Date”) under the Commerce Technologies, Inc. 2010 Stock Appreciation Rights Plan (as amended effective as of January 13, 2011, the “Prior Plan”) administered by Commerce Technologies, Inc. (“CTI”).\nWHEREAS, in connection with the reorganization of CTI, the merger of CTI with and into a subsidiary of the Company and the anticipated spin-off of the Company from Liberty Interactive Corporation, a Delaware corporation, the Prior Plan was amended and restated into the form of the CommerceHub Inc. Legacy Stock Appreciation Rights Plan (the “Plan”) and, as of the Conversion Date, the outstanding stock appreciation rights under the Prior Plan were converted into options to purchase Common Shares pursuant to the Plan.\nNOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows:\n1.Grant of Option. Pursuant to the terms of the Plan, the Committee hereby grants to Awardee, an Option, subject to the terms, definitions and provisions of the Plan adopted by the Company, which is incorporated herein by reference, and pursuant to this Option Agreement. Unless otherwise defined herein, capitalized terms used in this Option Agreement shall have the meaning ascribed to such terms in the Plan. In the event of a conflict between the terms of the Plan and this Option Agreement, the Plan shall prevail.\n2.Value of the Option. The Option shall entitle the Awardee, after the Option has vested, to purchase Common Shares at the exercise price set forth on the attached Notice of Grant (the “Exercise Price”) upon exercise of the Option pursuant to Section 5. No dividend equivalents are paid with respect to any Option.\n3.Nonassignability of Option. The Option is not assignable or transferable by the Awardee except by will or by the laws of descent and distribution. During the lifetime of the Awardee, only the Awardee or Awardee’s guardian or legal representative shall be entitled to exercise the Option.\n4.Exercise Period. The Option or any portion thereof may be exercised only after the Option or any portion thereof has vested and only within the term set forth in the Notice of Grant contained herein and may be exercised during such term only in accordance with the terms of the Plan and this Option Agreement. No Options shall be exercisable after the tenth anniversary of the Original Grant Date.\n5.Method of Exercise. Options will be considered exercised (as to the number of Options specified in the notice referred to in clause (i) below) on the latest of (a) the date of exercise designated in the written notice referred to in clause (i) below, (b) if the date so designated is not a Business Day (as defined below), the first Business Day following such date or (c) the earliest Business Day by which the Company has received all of the following:\n(i)Written notice, in such form as the Committee may require, containing such representations and warranties as the Committee may require and designating, among other things, the date of exercise and the number and of Common Shares to be purchased by exercise of Options (each, an “Option Share”);\n(ii)Payment of the applicable Exercise Price for each Option Share in any (or a combination) of the following forms: (A) cash, (B) check, (C) the delivery, together with a properly executed exercise notice, of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay such Exercise Price (and, if applicable, the Required Withholding Amount as described in Section 6) or (D) the delivery of irrevocable instructions (provided such method of exercise is then-permitted by the Company) via the Company’s online grant and administration program for the Company to withhold the number of Common Shares (valued at the Fair Market Value of such Common Share on the date of exercise) required to pay such Exercise Price (and, if applicable, the Required Withholding Amount as described in Section 6) that would otherwise be delivered by the Company to the Awardee upon exercise of the Options; and\n(iii)Any other documentation that the Committee may reasonably require.\nAs used in this Section 5, “Business Day” means any day other than Saturday, Sunday or a day on which banking institutions in Albany, New York, are required or authorized to be closed.\n6.Mandatory Withholding for Taxes. The Awardee acknowledges and agrees that the Company will deduct from the\nCommon Shares otherwise payable or deliverable upon exercise of any Options that number of Common Shares (valued at the Fair Market Value of such Common Shares on the date of exercise) that is equal to the amount of all federal, state and other governmental taxes required to be withheld by the Company or any subsidiary of the Company upon such exercise, as determined by the Company (the “Required Withholding Amount”), unless provisions to pay such Required Withholding Amount have been made to the satisfaction of the Company. If the Awardee elects to make payment of the applicable Exercise Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay such Exercise Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of its determination of the Required Withholding Amount.\n7.Forfeiture. If the Awardee has a Separation from Service with the Company for any reason, any portion of this Option that is issued and outstanding but unvested as of the date of such termination of employment, after giving effect to any acceleration of vesting provided for in the Notice of Grant herein, will be cancelled and terminate as of the date of termination. If the Awardee has a Separation from Service for Cause (as such term is defined in the Amended and Restated Employment Agreement, effective as of July 20, 2016, by and between the Awardee and CTI) or, in the event that the Committee determines, in its sole discretion, that any conduct of the Awardee constitutes Grounds for Forfeiture of the Option, all rights of the Awardee under this Option Agreement and the Plan (including rights with respect to outstanding vested or unvested Options) will terminate as of the date of termination.\n8.Separation from Service. In case of the Awardee’s Separation from Service for any reason other than for Cause, the Awardee may exercise this Option during the Termination Period set out in the Notice of Grant herein, but only to the extent it was exercisable at the date of such termination\nafter giving effect to any acceleration of vesting provided for in the Notice of Grant herein (but in no event later than the “Term/Expiration Date” of this Option as set forth in the Notice of Grant herein). To the extent that Awardee was not entitled to exercise this Option at the date of such termination, and to the extent that Awardee does not exercise this Option (to the extent otherwise so entitled) within the Termination Period specified in the Notice of Grant, this Option shall terminate.\n9.Clawback Policy. Notwithstanding any other provisions in this Option Agreement or the Plan, the Option shall be subject to recovery or clawback by the Company under any clawback policy adopted by the Company in accordance with Securities and Exchange Commission regulations or other applicable law, as amended or superseded from time to time.\n10.Tax Consequences.\na.Awardee understands that upon either the grant or the exercise of this Option, the Awardee may recognize adverse tax consequences.\nb.Awardee understands that the Company will be required to withhold any tax or social insurance required from any governmental authority. Awardee is encouraged to consult with a tax advisor concerning the tax consequences of exercising this Option.\n11.Entire Agreement. The Plan and this Option Agreement (including the Notice of Option Grant contained herein), constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of CTI and the Company and Awardee with respect to the subject matter hereof, and the Original SAR is hereby replaced in its entirety and is null and void and of no further effect."} +{"idx": 44, "level": 1, "span": "AWARDEE ACKNOWLEDGES THAT NEITHER THE PLAN NOR THIS OPTION AGREEMENT CONFERS ANY RIGHT WITH RESPECT TO CONTINUANCE OF EMPLOYMENT WITH OR SERVICE TO THE COMPANY NOR INTERFERES IN ANY WAY WITH ANY RIGHT THE COMPANY WOULD OTHERWISE HAVE TO TERMINATE THE AWARDEE’S SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE. NO PERSON SHALL, BY REASON OF PARTICIPATION IN THE PLAN, ACQUIRE ANY RIGHT OR TITLE TO ANY ASSETS, FUNDS OR PROPERTY OF THE COMPANY, INCLUDING WITHOUT LIMITATION, ANY SPECIFIC FUNDS, ASSETS OR OTHER PROPERTY WHICH THE COMPANY MAY SET ASIDE IN ANTICIPATION OF ANY LIABILITY UNDER THE PLAN. A PARTICIPANT SHALL HAVE ONLY A CONTRACTUAL RIGHT TO AN OPTION, IF ANY, PAYABLE UNDER THE PLAN, UNSECURED BY ANY ASSETS OF THE COMPANY, AND NOTHING CONTAINED IN THE PLAN SHALL CONSTITUTE A GUARANTEE THAT THE ASSETS OF THE COMPANY SHALL BE SUFFICIENT TO PAY ANY BENEFITS TO ANY PERSON.\nAwardee acknowledges receipt of a copy of the Plan and certain information related thereto and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option Agreement subject to all of the terms and provisions of the Plan. Awardee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of independent counsel prior to executing this Option Agreement and fully understands all provisions relating to this Option Agreement. Awardee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Option Agreement.\nIf by August 31, 2016, the Awardee does not reject the Options granted pursuant to this Option Agreement by written notice received by the Company’s Human Resources Department, the Options will be deemed to be accepted on the Conversion Date.\n[Remainder of Page Intentionally Left Blank]"} +{"idx": 44, "level": 1, "span": "COMMERCEHUB, INC."} +{"idx": 44, "level": 1, "span": "NOTICE OF OPTION GRANT"} +{"idx": 44, "level": 1, "span": "Richard Jones\nCommerceHub, Inc. (the “Company”) has granted Richard Jones (“Awardee”) an Option covering Common Shares of the Company as follows:\nOriginal Grant Date:                        July 20, 2016\nConversion Date:                            July 21, 2016\nNumber of Common Shares Covered by this Option:            655,444\nExercise Price:                            $16.34\nTerm/Expiration Date:                        July 20, 2026"} +{"idx": 44, "level": 1, "span": "Vesting\n: The Option shall be vested and exercisable as to 22.22% of the Options on each of the first three (3) anniversaries of the Original Grant Date, and as to 33.34% of the Options on January 20, 2021, subject to the Awardee continuing as an Employee of the Company or an Affiliate or subsidiary of the Company on such dates. For further clarification, the Option shall be exercisable in accordance with the following schedule:\nFirst anniversary of the Original Grant Date            22.22%\nSecond anniversary of the Original Grant Date            44.44%\nThird anniversary of the Original Grant Date            66.66%\nJanuary 20, 2021                        100%"} +{"idx": 44, "level": 1, "span": "Accelerated Vesting\n:"} +{"idx": 44, "level": 1, "span": "A. Double Trigger Change of Control Accelerated Vesting. In the event the Company terminates the Awardee’s employment other than for Cause during the six (6)-month period following the closing date of a Change of Control (as such term is defined below) resulting from a sale of all or substantially all of the Company’s business (by stock sale, asset sale or merger) to a third party acquirer, other than an Exempt Holder (as such term is defined below), any Options that are issued and outstanding, but unvested, as of the date of such termination of employment will vest effective as of the date of such termination of employment, subject to the release requirement described below.\nAny acceleration of vesting of unvested Options described in this paragraph A is subject to the condition subsequent that the Awardee delivers a general release of claims in form and substance satisfactory to the Company, which release shall be provided by the Company to the Awardee within three (3) business days of the date of such termination of employment, and that any applicable revocation period applicable to such release expires, both within 60 days following the date of such Separation from Service (the “Vesting Condition”). The Awardee acknowledges that while the Option or a portion thereof may retroactively vest effective as of the date of the Awardee’s Separation from Service as set forth in this Notice of Option Grant, the Awardee will nonetheless not be able to exercise any accelerated portion of the Option unless and until the Vesting Condition is timely met.\n“Change of Control” means any transaction in which the Company’s Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the holders of the Company’s Common Shares immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, or (ii) any sale, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company other than to an Affiliate of the Company. For the avoidance of doubt, a public offering of the Company’s (or any of its Affiliate’s) securities (including any spin-off or similar transaction and/or any other distribution of securities to the shareholders of the Company) and any corporate restructuring activities undertaken in connection with any such public offering, spin-off or distribution of securities shall not constitute a Change of Control resulting from a sale of the Company’s business for purposes of this provision. “Exempt Holder” means any direct or indirect beneficial equity holder (or family members of beneficial holders that are individuals) of the Company or any of its direct or indirect parent entities which holder is also a director or officer of the Company or any of its direct or indirect parent entities."} +{"idx": 44, "level": 1, "span": "Termination Period\n: Any portion of the Option that, as of the date of the Awardee’s Separation from Service for any reason \nother than for Cause, is unexpired, vested and non-forfeitable may be exercised until the “Close of Business” on the three month anniversary of the date of such Separation from Service with the Company (but in no event later than the Term/Expiration Date); provided, that in the case of the Awardee’s Separation from Service based on a Termination Without Cause or a Constructive Termination Without Cause (as such terms are defined in the Amended and Restated Employment Agreement, effective as of July 20, 2016, by and between the Awardee and CTI), any such portion may be exercised until the Close of Business on the twelve month anniversary of the date of such Separation from Service (but in no event later than the Term/Expiration Date). “Close of Business” means, on any day, 5:00 p.m., Albany, New York time on such day."} diff --git a/data/auto_parse/level_freeze/frozen/idx_45.jsonl b/data/auto_parse/level_freeze/frozen/idx_45.jsonl new file mode 100644 index 0000000..3c1f450 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_45.jsonl @@ -0,0 +1,13 @@ +{"idx": 45, "level": 0, "span": "SEVENTH AMENDMENT TO OFFICE LEASE"} +{"idx": 45, "level": 1, "span": "This Seventh Amendment to Office Lease (the “Seventh Amendment”), dated May 18, 2017, is made by and\nbetween DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company (“Landlord”), and BLACKLINE SYSTEMS, INC., a California corporation (“Tenant\n”). "} +{"idx": 45, "level": 1, "span": "WHEREAS,"} +{"idx": 45, "level": 1, "span": "A. Landlord, pursuant\nto the provisions of that certain Office Lease, dated November 22, 2010 and a certain Memorandum of Lease Term Dates and Rent dated April 21, 2011 (the “Original Memorandum”, and collectively, the “Original\nLease”); as amended by a certain First Amendment to Office Lease dated August 14, 2012 (the “First Amendment”); as further amended by a certain Second Amendment to Office Lease dated December 26, 2013 (the\n“Second Amendment”) and as further amended by a certain Third Amendment to Office Lease dated June 24, 2014, (the “Third Amendment”), as further amended by a certain Fourth Amendment to Office Lease dated\nJanuary 29, 2015 (the “Fourth Amendment”), a Memorandum Of Lease Term Dates And Rent dated May 12, 2015 (“Memorandum Re Third Amendment”), a Fifth Amendment to Office Lease dated October 6, 2016 (the\n“Fifth Amendment”); and that certain Sixth Amendment to Office Lease dated May 10, 2017 (the “Sixth Amendment” and together with the Original Lease, Original Memorandum, the First Amendment, Second Amendment,\nThird Amendment, Memorandum Re Third Amendment, Fourth Amendment, and the Fifth Amendment, the “Lease”), leased to Tenant and Tenant leased from Landlord space in the property located at 21300 Victory Boulevard, Woodland Hills,\nCalifornia 91367 (the “Building”), commonly known as Suites 1000, 1100, and 1200 (collectively, the “Existing Premises\n”); "} +{"idx": 45, "level": 1, "span": "B.\n Landlord and Tenant, for their mutual benefit, wish to amend the Lease as set forth below. "} +{"idx": 45, "level": 1, "span": "NOW, THEREFORE, in consideration\n of the covenants and provisions contained herein, and other good and valuable consideration, the sufficiency of which\nLandlord and Tenant hereby acknowledge, Landlord and Tenant agree: "} +{"idx": 45, "level": 2, "span": "1. Confirmation of Defined Terms. \nUnless modified herein, all terms\npreviously defined and capitalized in the Lease shall hold the same meaning for the purposes of this Seventh Amendment. "} +{"idx": 45, "level": 2, "span": "2. Confidentiality.\n\nSection 14 of the Sixth Amendment is hereby deleted in its entirety and replaced with the following: “Landlord and Tenant agree that, except for matters or record or as required by applicable law, the covenants and provisions of this\nSixth Amendment shall not be divulged to anyone not directly involved in the management, administration, ownership, lending against, or subleasing of the Premises, other than Tenant’s or Landlord’s counsel-of-record or leasing or sub-leasing broker of record.” "} +{"idx": 45, "level": 2, "span": "3. Governing Law. \nThe provisions of this Seventh Amendment shall be governed by the laws of the State of California. "} +{"idx": 45, "level": 2, "span": "4. Reaffirmation. \nLandlord and Tenant acknowledge and agree that the Lease, as amended herein, constitutes the entire agreement by and between\nLandlord and Tenant relating to the Premises, and supersedes any and all other agreements written or oral between the parties hereto. Furthermore, except as modified herein, all other covenants and provisions of the Lease shall remain unmodified and\nin full force and effect. "} +{"idx": 45, "level": 1, "span": "[Signatures Appear on the Following Page]"} +{"idx": 45, "level": 1, "span": "SEVENTH AMENDMENT TO OFFICE LEASE (continued)"} +{"idx": 45, "level": 1, "span": "IN WITNESS WHEREOF,"} diff --git a/data/auto_parse/level_freeze/frozen/idx_46.jsonl b/data/auto_parse/level_freeze/frozen/idx_46.jsonl new file mode 100644 index 0000000..c798432 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_46.jsonl @@ -0,0 +1,40 @@ +{"idx": 46, "level": 1, "span": "2017 AFI PSA (EBITDA) – Tier I"} +{"idx": 46, "level": 1, "span": "ARMSTRONG FLOORING, INC.\n2500 Columbia Ave., P.O. Box 3025\nLancaster, PA 17604\n717.672.9611"} +{"idx": 46, "level": 1, "span": "-1"} +{"idx": 46, "level": 1, "span": "EXHIBIT B"} +{"idx": 46, "level": 2, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 46, "level": 2, "span": "2016 LONG-TERM INCENTIVE PLAN"} +{"idx": 46, "level": 2, "span": "PERFORMANCE-BASED RESTRICTED STOCK GRANT"} +{"idx": 46, "level": 0, "span": "TERMS AND CONDITIONS\n1.Grant.\n(a)    Subject to the terms set forth below, Armstrong Flooring, Inc. (the “Company”) has granted to the designated employee (the “Grantee”) an award of performance-based restricted stock (the “Performance Shares”) as specified in the 2017 Long-Term Performance-Based Restricted Stock Grant Letters to which these Grant Conditions relate (the “Grant Letters”). Each Grant Letter specifies a Target Award and the Maximum Award granted as of the Date of Grant, subject to restrictions as set forth herein. The “Date of Grant” is March 7, 2017. The Performance Shares are shares of common stock of the Company (“Company Stock”).\n(b)    The Performance Shares shall be earned and vested if and to the extent that the Cumulative Free Cash Flow, Cumulative EBITDA and Absolute TSR performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met. The “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019.\n(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters. This grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan.\n2.    Performance Goals; Vesting.\n(a)    The Grantee shall earn and vest in a number of Performance Shares based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through the Vesting Date (as defined below). The Performance Goals shall be earned based on attainment of the Performance Goals as determined by the Management Development and Compensation Committee of the Company (the “Committee”), and the Performance Shares shall vest to the extent the Performance Goals are earned as determined by the Committee, provided that the Grantee is employed by the Employer on the Vesting Date.\n(b)    After the end of the Performance Period, the Committee will determine whether and to what extent the Performance Goals have been met and will certify the amount, if any, earned with respect to the Performance Shares. The Grantee can earn up\nto the Maximum Award based on attainment of the Performance Goals, as set forth in the Grant Letters.\n(c)    The “Vesting Date” is (i) if no Change in Control occurs, the date on which the Committee certifies whether and to what extent the applicable Performance Goals have been met or (ii) in the event of a Change in Control, the vesting date described in Section 2(d) below. The Committee will certify attainment of the Performance Goals between April 1, 2020 and April 30, 2020 (or an earlier date in 2020 as determined by the Committee), except as provided in Section 2(d) with respect to a Change in Control.\n(d)    If a Change in Control occurs prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount earned with respect to the Performance Shares shall be determined by the Committee as of the date of the Change in Control, as described in the Grant Letters. If the Change in Control occurs on or before December 31, 2019, the earned Performance Shares will vest on December 31, 2019, subject to the Grantee’s continued employment through December 31, 2019. If the Change in Control occurs during the 60 trading day period following the end of the Performance Period, the earned Performance Shares will vest on the date of the Change in Control, subject to the Grantee’s continued employment through the date of the Change in Control. Notwithstanding the foregoing, if the Performance Shares are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Shares shall vest as of the date of the Change in Control.\n(e)    No Performance Shares shall vest prior to the Committee’s certification of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Shares shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination.\n(f)    When the Performance Shares vest, the earned and vested Performance Shares shall cease to be subject to the restrictions of these Grant Conditions, other than the holding requirements of Section 7 below.\n3.    Restrictions on Assignment Before Vesting. During the period before the Performance Shares vest, the Performance Shares may not be assigned, transferred, pledged or otherwise disposed of by the Grantee, other than by will or the laws of descent and distribution. Any attempt to assign, transfer, pledge, subject to Performance Shares to any other security interest or otherwise dispose of the Performance Shares other than by will or the laws of descent and distribution, and the levy of any execution, attachment or similar process upon the Performance Shares, shall be null, void and without effect.\n4.    Termination of Employment.\n(a)    General Rule. Except as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Shares shall be forfeited as of the termination date and shall cease to be outstanding.\n(b)    Involuntary Termination before a Change in Control. If, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Shares based on the extent to which the Performance Goals are achieved for the Performance Period. The amount earned and vested shall be determined after the end of the Performance Period as described in Section 2. In the event of a subsequent Change in Control prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters and the earned Performance Shares shall vest on a pro-rata basis as of the date of the Change in Control. The pro-rated portion shall be determined by multiplying the number of Performance Shares earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation.\n(c)    Death or Long-Term Disability before a Change in Control. If, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Shares based on the extent to which the Performance Goals are achieved for the Performance Period. The amount earned and vested shall be determined after the end of the Performance Period as described in Section 2. In the event of a subsequent Change in Control prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters and the earned Performance Shares shall vest on a pro-rata basis as of the date of the Change in Control. The pro-rated portion shall be determined by multiplying the number of Performance Shares earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation.\n(d)    Involuntary Termination, Death and Long-Term Disability on or after a Change in Control. If the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Shares earned as of the Change in Control date as described in the Grant Letters. If the Grantee has a Change in Control Severance Agreement with the Company (“Change in Control Agreement”), on and after a Change in Control, the term “Involuntary Termination” shall have the meaning given a termination by the Company without Cause as defined in the Change in Control Agreement, and shall include without limitation a termination for Good Reason as defined in the Change in Control Agreement. The Grantee agrees that, subject to the immediately\npreceding sentence, if and to the extent that these Grant Conditions conflict with the terms of the Change in Control Agreement or any employment agreement between the Company and the Grantee, these Grant Conditions shall supersede the provisions of the Change in Control Agreement and employment agreement applicable to vesting of performance units on and after a Change in Control, notwithstanding anything in the Change in Control Agreement or employment agreement to the contrary.\n5.    Definitions. For purposes of these Grant Conditions and the Grant Letters:\n(a)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer.\n(b)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause.\n(c)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan.\n6.    Dividends. Dividends paid on Performance Shares shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Shares to which they relate. Dividends paid on Performance Shares before vesting shall be retained by the Company in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. If and to the extent that the underlying Performance Shares are forfeited, all related dividends shall also be forfeited. Earned and vested dividends shall be paid in cash in 2020 or, if earlier, upon termination of employment as described in Section 4(d) or upon a Change in Control if and as required by Section 4(b) or (c), as applicable, at the same time and subject to the same terms as the underlying Performance Shares vest; provided that if a Change in Control occurs that does not meet the requirements of a “change in the ownership or effective control or the ownership of a substantial portion of the assets” under section 409A of the Code (“409A CIC”) or, with respect to Section 4(d), if the Grantee’s termination of employment under Section 4(d) does not occur within two years after a 409A CIC, the earned and vested dividends shall be paid in 2020, if required by Section 409A.\n7.    Holding Requirement. Any Performance Shares that are earned in excess of the applicable Target Award must be held by the Grantee for one year following the Vesting Date (the “Holding Period”) and may not be assigned, transferred, pledged or otherwise disposed of by the Grantee, other than by will or the laws of descent and distribution, during the Holding Period. However, if the Grantee’s employment with the Employer terminates for any reason, or a Change in Control occurs, the holding requirement of this\nSection 7 shall lapse as of the date of the Grantee’s termination of employment or the Change in Control, as applicable.\n8.    Stock Power; Stock Certificates. The Committee may require the Grantee to deliver a duly signed stock power, endorsed in blank, relating to the Performance Shares. Stock certificates representing the Performance Shares may be issued by the Company and held until the Performance Shares vest, the Company may hold non-certificated shares until the Performance Shares vest, or the Company may register the shares by book-entry. If certificates are issued, each certificate for a Performance Share shall contain a legend giving appropriate notice of the restrictions in the grant. The Grantee shall be entitled to have the legend removed when the Performance Shares vest. The obligation of the Company to remove the legend on the certificates representing the vested Performance Shares upon vesting shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriately to comply with relevant securities laws and regulations.\n9.    No Right to Continued Employment. The grant of Performance Shares shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time.\n10.    Incorporation of Plan by Reference. The Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Shares constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Shares shall be final and binding on the Grantee and any other person claiming an interest in the Performance Shares.\n11.    Withholding Taxes. The Employer shall have the right to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes required by law to be withheld with respect to the Performance Shares. The Employer will withhold shares of Company Stock hereunder to satisfy the tax withholding obligation, unless the Grantee provides a payment to the Employer to cover such Taxes, in accordance with procedures established by the Committee. Unless the Committee determines otherwise, the share withholding amount shall not exceed the Grantee’s minimum applicable tax withholding amount.\n12.    Company Policies. All amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time.\n13.    Assignment. The Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell,\nassign, transfer, pledge or otherwise dispose of the Performance Shares, except to a successor grantee in the event of the Grantee’s death.\n14.    Section 409A. The Grant Letters and these Grant Conditions are intended to be exempt from section 409A of the Code. Notwithstanding the foregoing, if the Performance Shares or related dividends constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Shares and related dividends shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder, consistent with Section 20(h) of the Plan.\n15.    Successors. The provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event.\n16.    Governing Law. The validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle."} +{"idx": 46, "level": 4, "span": "* * *"} +{"idx": 46, "level": 4, "span": "(a)    Subject to the terms set forth below, Armstrong Flooring, Inc\n(the “Company”) has granted to the designated employee (the “Grantee”) an award of performance-based restricted stock (the “Performance Shares”) as specified in the 2017 Long-Term Performance-Based Restricted Stock Grant Letters to which these Grant Conditions relate (the “Grant Letters”). Each Grant Letter specifies a Target Award and the Maximum Award granted as of the Date of Grant, subject to restrictions as set forth herein. The “Date of Grant” is March 7, 2017. The Performance Shares are shares of common stock of the Company (“Company Stock”)."} +{"idx": 46, "level": 4, "span": "(b)    The Performance Shares shall be earned and vested if and to the extent that the Cumulative Free Cash Flow, Cumulative EBITDA and Absolute TSR performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met\nThe “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019."} +{"idx": 46, "level": 4, "span": "(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters\nThis grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan."} +{"idx": 46, "level": 3, "span": "2.    Performance Goals; Vesting."} +{"idx": 46, "level": 4, "span": "(a)    The Grantee shall earn and vest in a number of Performance Shares based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through the Vesting Date (as defined below)\nThe Performance Goals shall be earned based on attainment of the Performance Goals as determined by the Management Development and Compensation Committee of the Company (the “Committee”), and the Performance Shares shall vest to the extent the Performance Goals are earned as determined by the Committee, provided that the Grantee is employed by the Employer on the Vesting Date."} +{"idx": 46, "level": 4, "span": "(b)    After the end of the Performance Period, the Committee will determine whether and to what extent the Performance Goals have been met and will certify the amount, if any, earned with respect to the Performance Shares\nThe Grantee can earn up"} +{"idx": 46, "level": 4, "span": "(c)    The “Vesting Date” is (i) if no Change in Control occurs, the date on which the Committee certifies whether and to what extent the applicable Performance Goals have been met or (ii) in the event of a Change in Control, the vesting date described in Section 2(d) below\nThe Committee will certify attainment of the Performance Goals between April 1, 2020 and April 30, 2020 (or an earlier date in 2020 as determined by the Committee), except as provided in Section 2(d) with respect to a Change in Control."} +{"idx": 46, "level": 4, "span": "(d)    If a Change in Control occurs prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount earned with respect to the Performance Shares shall be determined by the Committee as of the date of the Change in Control, as described in the Grant Letters\nIf the Change in Control occurs on or before December 31, 2019, the earned Performance Shares will vest on December 31, 2019, subject to the Grantee’s continued employment through December 31, 2019. If the Change in Control occurs during the 60 trading day period following the end of the Performance Period, the earned Performance Shares will vest on the date of the Change in Control, subject to the Grantee’s continued employment through the date of the Change in Control. Notwithstanding the foregoing, if the Performance Shares are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Shares shall vest as of the date of the Change in Control."} +{"idx": 46, "level": 4, "span": "(e)    No Performance Shares shall vest prior to the Committee’s certification of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Shares shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination."} +{"idx": 46, "level": 4, "span": "(f)    When the Performance Shares vest, the earned and vested Performance Shares shall cease to be subject to the restrictions of these Grant Conditions, other than the holding requirements of Section 7 below."} +{"idx": 46, "level": 3, "span": "3.    Restrictions on Assignment Before Vesting\nDuring the period before the Performance Shares vest, the Performance Shares may not be assigned, transferred, pledged or otherwise disposed of by the Grantee, other than by will or the laws of descent and distribution. Any attempt to assign, transfer, pledge, subject to Performance Shares to any other security interest or otherwise dispose of the Performance Shares other than by will or the laws of descent and distribution, and the levy of any execution, attachment or similar process upon the Performance Shares, shall be null, void and without effect."} +{"idx": 46, "level": 3, "span": "4.    Termination of Employment."} +{"idx": 46, "level": 4, "span": "(a)    General Rule\nExcept as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Shares shall be forfeited as of the termination date and shall cease to be outstanding."} +{"idx": 46, "level": 4, "span": "(b)    Involuntary Termination before a Change in Control\nIf, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Shares based on the extent to which the Performance Goals are achieved for the Performance Period. The amount earned and vested shall be determined after the end of the Performance Period as described in Section 2. In the event of a subsequent Change in Control prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters and the earned Performance Shares shall vest on a pro-rata basis as of the date of the Change in Control. The pro-rated portion shall be determined by multiplying the number of Performance Shares earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation."} +{"idx": 46, "level": 4, "span": "(c)    Death or Long-Term Disability before a Change in Control\nIf, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Shares based on the extent to which the Performance Goals are achieved for the Performance Period. The amount earned and vested shall be determined after the end of the Performance Period as described in Section 2. In the event of a subsequent Change in Control prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters and the earned Performance Shares shall vest on a pro-rata basis as of the date of the Change in Control. The pro-rated portion shall be determined by multiplying the number of Performance Shares earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation."} +{"idx": 46, "level": 4, "span": "(d)    Involuntary Termination, Death and Long-Term Disability on or after a Change in Control\nIf the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Shares earned as of the Change in Control date as described in the Grant Letters. If the Grantee has a Change in Control Severance Agreement with the Company (“Change in Control Agreement”), on and after a Change in Control, the term “Involuntary Termination” shall have the meaning given a termination by the Company without Cause as defined in the Change in Control Agreement, and shall include without limitation a termination for Good Reason as defined in the Change in Control Agreement. The Grantee agrees that, subject to the immediately"} +{"idx": 46, "level": 3, "span": "5.    Definitions\nFor purposes of these Grant Conditions and the Grant Letters:"} +{"idx": 46, "level": 4, "span": "(a)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer."} +{"idx": 46, "level": 4, "span": "(b)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause."} +{"idx": 46, "level": 4, "span": "(c)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan."} +{"idx": 46, "level": 3, "span": "6.    Dividends\nDividends paid on Performance Shares shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Shares to which they relate. Dividends paid on Performance Shares before vesting shall be retained by the Company in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. If and to the extent that the underlying Performance Shares are forfeited, all related dividends shall also be forfeited. Earned and vested dividends shall be paid in cash in 2020 or, if earlier, upon termination of employment as described in Section 4(d) or upon a Change in Control if and as required by Section 4(b) or (c), as applicable, at the same time and subject to the same terms as the underlying Performance Shares vest; provided that if a Change in Control occurs that does not meet the requirements of a “change in the ownership or effective control or the ownership of a substantial portion of the assets” under section 409A of the Code (“409A CIC”) or, with respect to Section 4(d), if the Grantee’s termination of employment under Section 4(d) does not occur within two years after a 409A CIC, the earned and vested dividends shall be paid in 2020, if required by Section 409A."} +{"idx": 46, "level": 3, "span": "7.    Holding Requirement\nAny Performance Shares that are earned in excess of the applicable Target Award must be held by the Grantee for one year following the Vesting Date (the “Holding Period”) and may not be assigned, transferred, pledged or otherwise disposed of by the Grantee, other than by will or the laws of descent and distribution, during the Holding Period. However, if the Grantee’s employment with the Employer terminates for any reason, or a Change in Control occurs, the holding requirement of this"} +{"idx": 46, "level": 3, "span": "8.    Stock Power; Stock Certificates\nThe Committee may require the Grantee to deliver a duly signed stock power, endorsed in blank, relating to the Performance Shares. Stock certificates representing the Performance Shares may be issued by the Company and held until the Performance Shares vest, the Company may hold non-certificated shares until the Performance Shares vest, or the Company may register the shares by book-entry. If certificates are issued, each certificate for a Performance Share shall contain a legend giving appropriate notice of the restrictions in the grant. The Grantee shall be entitled to have the legend removed when the Performance Shares vest. The obligation of the Company to remove the legend on the certificates representing the vested Performance Shares upon vesting shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriately to comply with relevant securities laws and regulations."} +{"idx": 46, "level": 3, "span": "9.    No Right to Continued Employment\nThe grant of Performance Shares shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time."} +{"idx": 46, "level": 3, "span": "10.    Incorporation of Plan by Reference\nThe Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Shares constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Shares shall be final and binding on the Grantee and any other person claiming an interest in the Performance Shares."} +{"idx": 46, "level": 3, "span": "11.    Withholding Taxes\nThe Employer shall have the right to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes required by law to be withheld with respect to the Performance Shares. The Employer will withhold shares of Company Stock hereunder to satisfy the tax withholding obligation, unless the Grantee provides a payment to the Employer to cover such Taxes, in accordance with procedures established by the Committee. Unless the Committee determines otherwise, the share withholding amount shall not exceed the Grantee’s minimum applicable tax withholding amount."} +{"idx": 46, "level": 3, "span": "12.    Company Policies\nAll amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time."} +{"idx": 46, "level": 3, "span": "13.    Assignment\nThe Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell,"} +{"idx": 46, "level": 3, "span": "14.    Section 409A\nThe Grant Letters and these Grant Conditions are intended to be exempt from section 409A of the Code. Notwithstanding the foregoing, if the Performance Shares or related dividends constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Shares and related dividends shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder, consistent with Section 20(h) of the Plan."} +{"idx": 46, "level": 3, "span": "15.    Successors\nThe provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event."} +{"idx": 46, "level": 3, "span": "16.    Governing Law\nThe validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle."} diff --git a/data/auto_parse/level_freeze/frozen/idx_47.jsonl b/data/auto_parse/level_freeze/frozen/idx_47.jsonl new file mode 100644 index 0000000..60164f1 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_47.jsonl @@ -0,0 +1,227 @@ +{"idx": 47, "level": 1, "span": "LIMITED PARTNERSHIP AGREEMENT"} +{"idx": 47, "level": 1, "span": "OF"} +{"idx": 47, "level": 1, "span": "RODIN GLOBAL\nPROPERTY TRUST OPERATING PARTNERSHIP, LP"} +{"idx": 47, "level": 1, "span": "A DELAWARE LIMITED PARTNERSHIP"} +{"idx": 47, "level": 1, "span": "March 23, 2017"} +{"idx": 47, "level": 1, "span": "TABLE OF CONTENTS"} +{"idx": 47, "level": 1, "span": "LIMITED PARTNERSHIP AGREEMENT"} +{"idx": 47, "level": 1, "span": "OF"} +{"idx": 47, "level": 1, "span": "RODIN GLOBAL\nPROPERTY TRUST OPERATING PARTNERSHIP, LP\nThis Limited Partnership Agreement (this “Agreement”) is entered into this\n23rd day of March, 2017 between Rodin Global Property Trust, Inc., a Maryland corporation (the “General Partner”), and the Limited Partners set forth on Exhibit A attached hereto, as amended from time to\ntime. Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in Article 1."} +{"idx": 47, "level": 0, "span": "AGREEMENT\nWHEREAS, the General Partner intends to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as\namended;\nWHEREAS, Rodin Global Property Trust Operating Partnership, LP (the “Partnership”), was formed on\nFebruary 10, 2016 as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on February 11, 2016; and\nWHEREAS, the General Partner desires to conduct its current and future business through the Partnership.\nNOW, THEREFORE, in consideration of the foregoing, of the mutual covenants between the parties hereto, and for other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Agreement is hereby entered into and adopted in its entirety as follows:"} +{"idx": 47, "level": 2, "span": "ARTICLE 1"} +{"idx": 47, "level": 2, "span": "DEFINED TERMS\nThe following defined terms used in this Agreement shall have the meanings specified below:\n“Act” means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time.\n“Additional Funds” has the meaning provided in Section 4.3 hereof.\n“Adjusted Capital Account” means, with respect to any Partner, the Capital Account of such Partner as of the end of each\nPartnership Year (i) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to Regulations Section\n1.704-1(b)(2)(ii)(c) and the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(g)(5) and\n(ii) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and\n1.704-1(b)(2)(ii) (d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d)\nand shall be interpreted consistently therewith.\n“Adjusted Capital Account Deficit” means, with respect to any Partner,\nthe deficit balance, if any, in such Partner’s Adjusted Capital Account as of the end of the relevant Partnership Year.\n“Adjustment Event” has the meaning provided in Section 4.4(b) hereof.\n“Administrative Expenses” means (i) all administrative and operating costs and expenses incurred by the Partnership,\n(ii) those administrative costs and expenses of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting and legal expenses of the General Partner, which\nexpenses, the Partners have agreed, are expenses of the Partnership and not the General Partner, and (iii) to the extent not included in clause (ii) above, REIT Expenses; provided, however, that Administrative Expenses shall not include\nany administrative costs and expenses incurred by the General Partner that are attributable to Properties or partnership interests in a Subsidiary Partnership that are owned by the General Partner directly.\n“Advisor ” or “Advisors” means the Person or Persons, if any,\nappointed, employed or contracted with by the Partnership and responsible for directing or performing the day-to-day business affairs of the Partnership, including any\nPerson to whom such Advisor subcontracts substantially all of such functions.\n“Advisory Agreement” means the agreement\nbetween the General Partner, the Advisor and the other parties named therein pursuant to which the Advisor will direct or perform the day-to-day business affairs of the\nGeneral Partner.\n“Affiliate” or “Affiliated” means, with respect to any Person, (i) any Person\ndirectly or indirectly owning, controlling or holding, with the power to vote, ten percent or more of the outstanding voting securities of such other Person; (ii) any Person ten percent or more of whose outstanding voting securities are\ndirectly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer,\ndirector, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. An entity shall not be deemed to control or be under common\ncontrol with a program sponsored by the Sponsor unless (A) the entity owns ten percent or more of the voting equity interests of such program or (B) a majority of the board of directors of the General Partner (or equivalent governing body)\nof such program is composed of Affiliates of the entity.\n“Aggregate Share Ownership Limit” has the meaning provided in\nthe Articles of Incorporation.\n“Agreed Value” means (i) in the case of any Contributed Property, the fair market\nvalue of such property as of the time of its contribution to the Partnership, reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed; and (ii) in the case of any\nproperty distributed to a Partner by the Partnership, the Partnership’s Carrying Value of such property at the time such property is distributed, reduced by any indebtedness either assumed by such Partner upon such distribution or to which such\nproperty is subject at the time of distribution as determined under Section 752 of the Code and the Regulations thereunder.\n“Agreement” means this Limited Partnership Agreement, as amended, modified supplemented or restated from time to time, as the\ncontext requires.\n“Applicable Percentage” has the meaning provided in Section 8.5(b) hereof.\n“Articles of Incorporation” means the Articles of Incorporation of the General Partner, as amended or restated from time to\ntime, filed with the Maryland State Department of Assessments and Taxation.\n“Capital Account” has the meaning provided\nin Section 4.6 hereof.\n“Capital Account Limitation” has the meaning provided in Section 4.5(b) hereof.\n“Capital Contribution” means, with respect to any Partner, the amount of money and the Agreed Value of Contributed Property\nwhich such Partner contributes or is deemed to contribute to the Partnership pursuant to Section 4.1 or 4.2 hereof. Any reference to the Capital Contribution of a Partner shall include the Capital Contribution made by a predecessor holder\nof the Partnership Unit of such Partner.\n“Carrying Value” means, with respect to any asset, the asset’s adjusted\nbasis for federal income tax purposes, except as follows:\n(i) The initial Carrying Value of any asset contributed to the Partnership\nshall be the gross fair market value of such asset, as agreed by the Contributing Partner and the General Partner.\n(ii) The Carrying\nValues of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner using such reasonable method of valuation as it may adopt immediately prior to the following events:\n(a) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis\nCapital Contribution or the provision of services to or for the benefit of the Partnership, if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in\nthe Partnership;\n(b) the distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for\nan interest in the Partnership, if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;\n(c) the liquidation of the Partnership within the meaning of Regulations Section 1.704- 1(b)(2)(ii)(g);\n(d) the grant of an interest in the Partnership (other than a de\nminimis interest) as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner acting in a partner capacity, or by a new Partner acting in a partner capacity or in anticipation of becoming a Partner\nof the Partnership, if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership; and\n(e) at such other times as the General Partner shall reasonably deem necessary or advisable if permitted by, or required to comply with,\nRegulations Sections 1.704-1(b) and 1.704-2.\n(iii) The\nCarrying Value of a Partnership asset distributed to a Partner shall be the gross fair market value of such asset on the date of distribution, as agreed by the distributee and the General Partner.\n(iv) The Carrying Values of Partnership assets shall be adjusted to reflect any adjustments to the adjusted basis of such assets pursuant to\nCode Section 734(b) or 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that\nCarrying Values shall not be adjusted pursuant to this clause (iv) to the extent that the General Partner reasonably determines that an adjustment pursuant to clause (ii) above is necessary or appropriate in connection with a transaction\nthat would otherwise result in an adjustment pursuant to this clause (iv).\n(v) If the Carrying Values of a Partnership asset has\nbeen determined or adjusted pursuant to clause (i), (ii), or (iv) above, such Carrying Values shall thereafter be adjusted by Depreciation.\n“Cash Amount” means an amount of cash equal to the lesser of (i) the Value of the REIT Shares Amount on the date of\nreceipt by the General Partner of a Notice of Redemption or (ii) the applicable Redemption Price determined by the General Partner.\n“Certificate” means any instrument or document that is required under the laws of the State of Delaware, or any other\njurisdiction in which the Partnership conducts business, to be signed and sworn to by the Partners of the Partnership (either by themselves or pursuant to the\npower-of-attorney granted to the General Partner in Section 8.2 hereof) and filed for recording in the appropriate public offices within the State of Delaware or\nsuch other jurisdiction to perfect or maintain the Partnership as a limited partnership, to effect the admission, withdrawal, or substitution of any Partner of the Partnership, or to protect the limited liability of the Limited Partners as limited\npartners under the laws of the State of Delaware or such other jurisdiction.\n“Class ” means a class of REIT Shares or\nPartnership Units, as the context may require.\n“Class A REIT Shares” means the REIT Shares classified\nas “Class A” shares in the Articles of Incorporation.\n“Class A\nUnit” means a Common Unit entitling the holder thereof to the rights of a holder of a Class A Unit as provided in this Agreement.\n“Class I REIT Shares” means the REIT Shares classified as “Class I”\nshares in the Articles of Incorporation.\n“Class I Unit” means a Common Unit entitling the holder\nthereof to the rights of a holder of a Class I Unit as provided in this Agreement.\n“Class T REIT\nShares” means the REIT Shares classified as “Class T” shares in the Articles of Incorporation.\n“Class T Unit” means a Common Unit entitling the holder thereof to the rights of a holder of a\nClass T Unit as provided in this Agreement.\n“Code ” means the Internal Revenue Code of 1986, as amended from time\nto time, or any successor statute thereto. Reference to any particular provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any\napplicable regulations as in effect from time to time.\n“Commission ” means the U.S. Securities and Exchange Commission.\n“Common Share Ownership Limit” has the meaning provided in the Articles of Incorporation.\n“Common Unit” means a fractional, undivided share of the Partnership Interests of all Partners issued pursuant to Article 4\nhereof, including Class A Units, Class I Units and Class T Units, but does not include, unless otherwise provided herein for specific purposes, any Preferred Unit, Special Limited Partnership Unit, or any other Partnership Unit\nspecified in a Partnership Unit\nDesignation as being other than a Common Unit; provided, however, that the General Partner Interest and the Limited Partner Interests shall have the differences in rights and privileges as\nspecified in this Agreement.\n“Constituent Person” has the meaning provided in Section 4.5 hereof.\n“Contributed Property” means each property or other asset contributed to the Partnership, in such form as may be permitted by\nthe Act, but excluding cash contributed or deemed contributed to the Partnership.\n“Conversion Date” has the meaning\nprovided in Section 4.5(c) hereof.\n“Conversion Factor” means 1.0, provided that in the event that the General Partner\n(i) declares or pays a dividend on its outstanding REIT Shares wholly or partly in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares wholly or partly in REIT Shares, (ii) subdivides its outstanding REIT\nShares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares\nissued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of\nwhich shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date and, provided further, that in the event that an entity other than an Affiliate of the General Partner shall become General\nPartner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by the number of\nshares of the Successor Entity into which one REIT Share is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the Conversion Factor shall\nbecome effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the\neffective date of such dividend, distribution, subdivision or combination, the Conversion Factor shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend,\ndistribution, subdivision or combination.\n“Conversion Notice” means the Notice of Election by Partner to Convert LTIP\nUnits into Limited Partnership Units substantially in the form attached as Exhibit C hereto.\n“Conversion Right” has the meaning provided in Section 4.5(a) hereof.\n“Defaulting Limited Partner” has the meaning provided in Section 5.2(c) hereof.\n“Depreciation ” means, for each fiscal year, an amount equal to the federal income tax depreciation, amortization, or other\ncost recovery deduction allowable with respect to an asset for such year, except that if the Carrying Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall\nbe an amount which bears the same ratio to such beginning Carrying Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year bears to such beginning adjusted tax basis; provided, however, that if the\nfederal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Carrying Value using any reasonable method selected by the General Partner.\n“Director ” means a member of the board of directors of the General Partner.\n“Distribution Fees” shall have the meaning provided in the Company’s Prospectus.\n“Economic Capital Account Balance” has the meaning provided in Section 5.1(e) hereof.\n“Event of Bankruptcy” as to any Person, means the filing of a petition for relief as to such Person as debtor or bankrupt\nunder the Bankruptcy Code of 1978 or similar provision of law of any jurisdiction (except if such petition is contested by such Person and has been dismissed within 90 days); insolvency or bankruptcy of such Person as finally determined by a court\nproceeding; filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of its assets; commencement of any proceedings relating to such Person as a\ndebtor under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either by such Person or by another, provided that if such proceeding is\ncommenced by another, such Person indicates its approval of such proceeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within 90 days.\n“Excepted Holder Limit” has the meaning provided in the Articles of\nIncorporation.\n“Exchanged REIT Shares” has the meaning provided in Section 4.10(b) hereof.\n“Forced Conversion” has the meaning provided in Section 4.5(d) hereof.\n“Forced Conversion Notice” means the Notice of Election by Partnership to Force Conversion of LTIP Units Into Limited\nPartnership Units substantially in the form attached as Exhibit D hereto.\n“General Partner”\nmeans Rodin Global Property Trust, Inc., a Maryland corporation, and any Person who becomes a substitute or additional General Partner as provided herein, and any of their successors as General Partner.\n“General Partner Loan” has the meaning provided in Section 5.2(c) hereof.\n“General Partner Interest” means the entire Partnership Interest held by a General Partner hereof, which Partnership Interest\nmay be expressed as a number of Common Units, Preferred Units or any other Partnership Units.\n“Indemnitee” means\n(i) any Person made a party to a proceeding by reason of its status as the General Partner or a director, officer or employee of the General Partner or the Partnership, and (ii) such other Persons (including Affiliates of the General\nPartner or the Partnership) as the General Partner may designate from time to time, in its sole and absolute discretion.\n“Independent Directors” means a Director who is not on the date of determination, and within the last two years from the date\nof determination has not been, directly or indirectly associated and has not been associated with the Sponsor of the General Partner or the Advisor by virtue of (i) ownership of an interest in the Sponsor, the Advisor or any of their\nAffiliates, other than the General Partner, (ii) employment by the Sponsor, the Advisor or any of their Affiliates, (iii) service as an officer or director of the Sponsor, the Advisor or any of their Affiliates, (iv) performance of\nservices, other than as a Director, for the General Partner, (v) service as a director or trustee of more than REITs organized by the Sponsor or advised by the Advisor, or (vi) maintenance of a material business or professional\nrelationship with the Sponsor, the Advisor or any of their Affiliates. A business or professional relationship is considered “material” if the aggregate gross income derived by the Director from the Sponsor, the Advisor and their\nAffiliates exceeds five percent of either the Director’s annual gross income during either of the last two years or the Director’s net worth on a fair market value basis. An indirect association with the Sponsor of the General Partner\nor the Advisor shall include circumstances in which a Director’s spouse, parent, child, sibling, mother- or father-in-law,\nson- or daughter-in-law or brother- or\nsister-in-law is or has been associated with the Sponsor, the Advisor, any of their Affiliates or the General Partner.\n“Investments” means all investments by the Partnership in Properties, Loans and all other investments (other than short-term\ninvestments acquired for purposes of cash management) in which the Partnership may acquire an interest, either directly or indirectly, including through ownership interests in a Joint Venture, pursuant to the Articles of Incorporation, the bylaws of\nthe General Partner or the investment objectives and policies adopted by the board of directors of the General Partner from time to time.\n“Joint Venture” means those joint venture, limited liability company, partnership or other entity arrangements in which the\nPartnership is a co-venturer or general partner established to acquire or hold one or more Investments.\n“Junior Share” means a share of capital stock of the General Partner now or hereafter authorized or reclassified that has\ndividend rights, or rights upon liquidation, winding up and dissolution, that are inferior or junior to the REIT Shares.\n“Limited\nPartner” means any Person named as a Limited Partner on Exhibit A attached hereto (including, as applicable, the General Partner), as such exhibit may be amended and restated from time to time, and any Person who\nbecomes a Substitute Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership.\n“Limited Partner\nInterest” means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership\nInterest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Common Units, Preferred\nUnits or other Partnership Units.\n“Limited Partnership Unit” means a Limited Partnership Interest designated as a Common\nUnit.\n“Liquidating Capital Gains” has the meaning provided in Section 5.1(e) hereof.\n“Listing ” means the listing of the REIT Shares on a national securities\nexchange. Upon such Listing, the REIT Shares shall be deemed “Listed.”\n“Loans ” means mortgage\nloans and other types of debt financing investments made by the Partnership, either directly or indirectly, including through ownership interests in a Joint Venture, including, without limitation, mezzanine loans,\nB-notes, bridge loans, convertible debt, wraparound mortgage loans, construction mortgage loans, loans on leasehold interests, and participations in such loans.\n“LTIP Unit” means a Limited Partnership Interest which is designated as an LTIP Unit and which has the rights, preferences\nand other privileges designated in Section 4.4 hereof and elsewhere in this Agreement in respect of holders of LTIP Units. The allocation of LTIP Units among the Partners shall be set forth on Exhibit A, as may be\namended from time to time.\n“LTIP Holder” means a Partner that holds LTIP Units.\n“New Securities” means (i) any rights, options, warrants, or convertible or exchangeable securities having the right to\nsubscribe for or purchase REIT Shares or Preferred Shares, excluding Preferred Shares and Junior Shares or (ii) any debt issued by the General Partner that provides any of the rights described in (i).\n“Nonrecourse Deductions” has the meaning provided in Regulations Section\n1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Partnership Year shall be determined in accordance with the rules of Regulations Section 1.704-2(c).\n“Nonrecourse Liability” has the meaning provided in Regulations Section\n1.704-2(b)(3).\n“Notice” has the meaning provided in Section 10.5(d) hereof.\n“Notice of Redemption” means the Notice of Exercise of Redemption Right substantially in the form attached as\nExhibit B hereto.\n“Offering ” means any offering and sale of REIT Shares registered for sale\nto the public in accordance with applicable federal and state securities laws.\n“Partner ” means any General Partner or\nLimited Partner.\n“Partner Minimum Gain” means an amount, with respect to each Partner Nonrecourse Debt, equal to the\nPartnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).\n“Partner Nonrecourse Debt” has the meaning provided in Regulations Section\n1.704-2(b)(4).\n“Partner Nonrecourse Debt Minimum Gain” means an amount, with\nrespect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).\n“Partner Nonrecourse Deductions” has the meaning provided in\nRegulations Sections 1.704-2(i)(1) and 1.704-2(i)(2), and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Partnership Year\nshall be determined in accordance with Regulations Sections 1.704-2(i)(2).\n“Partnership\n” means Rodin Global Property Trust Operating Partnership, LP, a Delaware limited partnership.\n“Partnership\nInterest” means an ownership interest in the Partnership held by either a Limited Partner or a General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this\nAgreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. There may be one or more classes or series of Partnership Interests. A Partnership Interest may be expressed as a number of\nCommon Units, Preferred Units or other Partnership Units.\n“Partnership Loan” has the meaning provided in Section 5.2(c)\nhereof.\n“Partnership Minimum Gain” has the meaning provided in Regulations Sections 1.704-2(b)(2) and 1.704-2(d), and the amount of Partnership Minimum Gain, as well as any net increase or decrease in Partnership Minimum Gain, for a Partnership Year shall be\ndetermined in accordance with the rules of Regulations Section 1.704-2(d).\n“Partnership\nRecord Date” means the record date established by the General Partner for the distribution of cash pursuant to Section 5.2 hereof, which record date generally shall be the same as the record date established by the General Partner for\na distribution to its stockholders of some or all of its portion of the distribution.\n“Partnership Unit” means a Common\nUnit, a Preferred Unit, a Special Limited Partnership Unit, an LTIP Unit or any other unit of a fractional, undivided share of the Partnership Interests that the General Partner has authorized pursuant to Article 4 hereof, including Class A\nUnits, Class I Units and Class T Units; provided, however, that Partnership Units comprising a General Partner Interest or a Limited Partner Interest shall have the differences in rights and privileges as specified in this Agreement.\n“Partnership Unit Economic Balance” has the meaning provided in Section 5.1(e) hereof.\n“Partnership Year” means the fiscal year of the Partnership, which shall be the calendar year.\n“Percentage Interest” means the percentage determined by dividing the number of Common Units of a Partner by the sum of the\nCommon Units of all Partners.\n“Person ” means any individual, corporation, partnership, estate, trust (including a trust\nqualified under Sections 401(a) or\n501(c) (17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the\nmeaning of Section 509(a) of the Code, joint stock company or other entity and also includes a group as that term is used for purposes of Section 13(d)(3) of the Exchange Act and a group to which an Excepted Holder Limit applies.\n“Preferred Shares” means a share of capital stock of the General Partner now or hereafter authorized or reclassified that has\ndividend rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to REIT Shares.\n“Preferred\nUnit” means a fractional, undivided share of the Partnership Interests that has distribution rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the Common Units that the General Partner has\nauthorized pursuant to Section 4.2 hereof.\n“Profit” and “Loss” means, for each Partnership Year or\nother applicable period, an amount equal to the Partnership’s taxable income or loss for such Partnership Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be\nstated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:\n(i)\nAny income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profit and Loss pursuant to this definition of “Profit” and “Loss” shall be added to such\ntaxable income or loss;\n(ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section\n705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profit or Loss pursuant to this definition of “Profit” and\n“Loss” shall be subtracted from such taxable income or loss;\n(iii) In the event the Carrying Value of any Partnership\nasset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of Carrying Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profit and\nLoss;\n(iv) Gain or loss resulting from any disposition of Partnership Property with respect to which gain or loss is recognized for\nfederal income tax purposes shall be computed by reference to the Carrying Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Carrying Value;\n(v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss,\nthere shall be taken into account Depreciation for such Partnership Year or other period;\n(vi) To the extent an adjustment to the\nadjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or\nSection 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv) to be taken into account in determining\nCapital Accounts as a result of a distribution other than in liquidation of a Partner’s interest in the Partnership, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss\n(if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Profit or Loss; and\n(vii) Notwithstanding any other provision of this definition of “Profit” and\n“Loss”, any items that are specially allocated pursuant to Section 5.1(c), 5.1(d), or 5.1(e) hereof shall not be taken into account in computing Profits or Losses. The amounts of the items of Partnership income, gain, loss, or\ndeduction available to be specially allocated pursuant to Sections 5.1(c) and 5.1(d) hereof shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi) above.\n“Property ” or “Properties” means, as the context requires, any or all Real Property or properties acquired\nby the Partnership, either directly or indirectly, through Joint Venture arrangements or other partnership or investment interests.\n“Prospectus ” means the most recent prospectus relating to an Offering as such prospectus may be amended or supplemented from\ntime to time.\n“Qualifying Party” means (a) a Person who is admitted to the Partnership pursuant to Section 4.2\nor Section 4.4 and who is shown as such on the books and records of the Partnership, (b) a transferee in a permitted Transfer or (c) a Substitute Limited Partner succeeding to all or part of the Limited Partnership Unit of a Person\nthat meets one of the foregoing criteria in (a) or (b).\n“Real Property” means land, rights in land (including\nleasehold interests) and any buildings, structures improvements, furnishings fixtures and equipment located on or used in connection with land and rights in interests in land.\n“Recapture Income” means any gain recognized by the Partnership (computed without regard to any adjustment required by\nSection 743 of the Code) upon the disposition of any property or asset of the Partnership, which gain is characterized as ordinary income because it represents the recapture of deductions previously taken with respect to such property or asset.\n“Received REIT Shares” has the meaning provided in Section 4.10(b) hereof.\n“Redemption” has the meaning provided in Section 8.5(a) hereof.\n“Redemption Price” means the Value of the REIT Shares Amount on the date of receipt by the General Partner of a Notice of\nRedemption multiplied by any discount determined by the General Partner, including but not limited to, any discount based upon the combined number of years that the applicable Partner has held the Partnership Units offered for redemption.\n“Redemption Right” has the meaning provided in Section 8.5(a) hereof.\n“Regulations ” means the Federal income tax regulations promulgated under the Code, as amended and as hereafter amended from\ntime to time. Reference to any particular provision of the Regulations shall mean that provision of the Regulations on the date hereof and any successor provision of the Regulations.\n“REIT ” means a “real estate investment trust” under Sections 856 through 860 of the Code.\n“REIT Expenses” means (i) costs and expenses relating to the formation and continuity of existence and operation of the\nGeneral Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees\npayable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to any public offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental\nthereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or\nplacement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and\ncommunications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations\npromulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the\nGeneral Partner, (vii) costs and expenses incurred by the General Partner relating to any issuing or redemption of Partnership Units, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary\ncourse of its business on behalf of or in connection with the Partnership.\n“REIT Share” means a common share of\nbeneficial ownership in the General Partner (or successor entity, as the case may be), including Class A REIT Shares, Class I REIT Shares and Class T REIT Shares.\n“REIT Shares Amount” means, with respect to Tendered Units of a Class, a number\nof REIT Shares of the corresponding REIT Share Class equal to the product of the number of Partnership Units of such Class offered for exchange by a Tendering Party, multiplied by the Conversion Factor as adjusted to and including the\nSpecified Redemption Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares,\nor any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares.\n“REIT Transaction” has the meaning provided in Section 7.1(b) hereof.\n“Related Party” means, with respect to any Person, any other Person whose ownership of shares of the General Partner’s\ncapital stock would be attributed to the first such Person under Code Section 544 (as modified by Code Section 856(h)(1)(B)).\n“Restriction Notice” has the meaning provided in Section 8.5(e) hereof.\n“Sale” or “Sales” means (i) any transaction or series of transactions whereby: (A) the\nPartnership, directly or indirectly (except as described in other subsections of this definition), sells, grants, transfers, conveys or relinquishes its ownership of any Investment or portion thereof, including the lease of any Property consisting\nof a building only, and including any event with respect to any Investment that gives rise to a significant amount of insurance proceeds or condemnation awards, and including the issuance by one of the Company’s subsidiaries of any asset backed\nsecurities or collateralized debt obligations as part of a securitization transaction; (B) the Partnership, directly or indirectly (except as described in other subsections of this definition), sells, grants, transfers, conveys or relinquishes\nits ownership of all or substantially all of the interest of the Partnership in any Joint Venture in which it is a co-venturer or partner; (C) any Joint Venture in which the Partnership is a co-venturer or partner directly or indirectly (except as described in in other subsections of this definition), sells, grants, transfers, conveys or relinquishes its ownership of any Investment or portion thereof,\nincluding any event with respect to any Investment that gives rise to insurance proceeds or condemnation awards, and including the issuance by such a Joint Venture or one of its subsidiaries of any asset backed securities or collateralized debt\nobligations as part of a securitization transaction; (D) the Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in any Investment or portion\nthereof, including any payments thereunder or in satisfaction thereof (other than regularly scheduled interest payments) or any amounts owed pursuant to such Investment, and including any event with respect to any Investment which gives rise to a\nsignificant amount of insurance proceeds or similar awards; or (E) the Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys or relinquishes its ownership of any other\nInvestments or Properties not previously described in this definition or any portion thereof, but (ii) not including any transaction or series of transactions specified in clause (i) (A) through (E) above in which the proceeds of such\ntransaction or series of transactions are reinvested by the Partnership in one or more Assets within 180 days thereafter.\n“Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor statute\nthereto. Reference to any provision of the Securities Act shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from\ntime to time.\n“Special Limited Partner” means the holder of Special Limited Partnership Units.\n“Special Limited Partnership Unit” means Partnership Units designated as Special Limited Partnership Units issued pursuant to\nSection 4.2(d) with the rights and obligations provided under this Agreement.\n“Specified Redemption Date” means the\nfirst business day of the month that is at least sixty (60) business days after the receipt by the General Partner of a Notice of Redemption.\n“Sponsor” means any Person which (i) is directly or indirectly instrumental in organizing, wholly or in part, the\nGeneral Partner, (ii) will control, manage or participate in the management of the General Partner, (iii) takes the initiative, directly or indirectly, in founding or organizing the General Partner, either alone or in conjunction with one\nor more other Persons, (iv) receives a material participation in the General Partner in connection with the founding or organizing of the business of the General Partner, in consideration of services or property, or both services and property,\n(v) has a substantial number of relationships and contacts with the General Partner, (vi) possesses significant rights to control Properties, (vii) receives fees for providing services to the General Partner which are paid on a basis\nthat is not customary in the industry or (vii) provides goods or services to the General Partner on a basis which was not negotiated at arm’s-length with the General\nPartner. “Sponsor” does not include any Person whose only relationship with the General Partner is that of an independent property manager and whose only compensation is as such, or wholly independent third parties such as\nattorneys, accountants and underwriters whose only compensation is for professional services.\n“Subsequent Liquidity Event” has the meaning provided in Section 8.6(b) hereof.\n“Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of (i) the\nvoting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.\n“Subsidiary Partnership” means any partnership of which the partnership interests therein are owned by the General Partner or\na direct or indirect subsidiary of the General Partner.\n“Substitute Limited Partner” means any Person admitted to the\nPartnership as a Limited Partner pursuant to Section 9.3 hereof.\n“Tax Matters Partner” has the meaning provided in\nSection 10.5(a) hereof.\n“Tendered Units” has the meaning provided in Section 8.5(a) hereof.\n“Tendering Party” has the meaning provided in Section 8.5(a) hereof.\n“Termination Event” means the termination or nonrenewal of the Advisory Agreement (i) in connection with a merger, sale\nof assets or transaction involving the General Partner pursuant to which a majority of the Directors then in office are replaced or removed, (ii) by the Advisor for “good reason” (as defined in the Advisory Agreement) or (iii) by\nthe General Partner other than for “cause” (as defined in the Advisory Agreement).\n“Transaction” has the\nmeaning provided in Section 4.5(g) hereof.\n“Transfer ” has the meaning provided in Section 9.2(a) hereof.\n“Unvested LTIP Units” has the meaning provided in Section 4.4(d) hereof.\n“Value ” means for each Class of REIT Shares, the fair market value per share of that Class of REIT Shares, as\ndetermined by the General Partner in good faith taking into account (i) if REIT Shares of that Class are Listed, the average closing price per share for the previous thirty (30) business days, (ii) if REIT Shares of that\nClass are not Listed, the most recently published net asset value per share or share equivalent of REIT Shares of that Class, and (iii) if REIT Shares of that Class are not Listed or if no net asset value has been published for REIT\nShares of that Class, such price per REIT Share of that Class as the management of the General Partner determines in good faith.\n“Vested LTIP Units” has the meaning provided in Section 4.4(d) hereof.\n“Vesting Agreement” means each or any, as the context implies, Long Term Incentive Plan (LTIP) Vesting Agreement entered into\nby a LTIP Holder upon acceptance of an award of LTIP Units."} +{"idx": 47, "level": 4, "span": "(i) The initial Carrying Value of any asset contributed to the Partnership\nshall be the gross fair market value of such asset, as agreed by the Contributing Partner and the General Partner."} +{"idx": 47, "level": 4, "span": "(ii) The Carrying\nValues of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner using such reasonable method of valuation as it may adopt immediately prior to the following events:"} +{"idx": 47, "level": 3, "span": "(a) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis\nCapital Contribution or the provision of services to or for the benefit of the Partnership, if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in\nthe Partnership;"} +{"idx": 47, "level": 3, "span": "(b) the distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for\nan interest in the Partnership, if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;"} +{"idx": 47, "level": 3, "span": "(c) the liquidation of the Partnership within the meaning of Regulations Section 1.704- 1(b)(2)(ii)(g);"} +{"idx": 47, "level": 3, "span": "(d) the grant of an interest in the Partnership (other than a de\nminimis interest) as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner acting in a partner capacity, or by a new Partner acting in a partner capacity or in anticipation of becoming a Partner\nof the Partnership, if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership; and"} +{"idx": 47, "level": 3, "span": "(e) at such other times as the General Partner shall reasonably deem necessary or advisable if permitted by, or required to comply with,\nRegulations Sections 1.704-1(b) and 1.704-2."} +{"idx": 47, "level": 4, "span": "(iii) The\nCarrying Value of a Partnership asset distributed to a Partner shall be the gross fair market value of such asset on the date of distribution, as agreed by the distributee and the General Partner."} +{"idx": 47, "level": 4, "span": "(iv) The Carrying Values of Partnership assets shall be adjusted to reflect any adjustments to the adjusted basis of such assets pursuant to\nCode Section 734(b) or 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that\nCarrying Values shall not be adjusted pursuant to this clause (iv) to the extent that the General Partner reasonably determines that an adjustment pursuant to clause (ii) above is necessary or appropriate in connection with a transaction\nthat would otherwise result in an adjustment pursuant to this clause (iv)."} +{"idx": 47, "level": 4, "span": "(v) If the Carrying Values of a Partnership asset has\nbeen determined or adjusted pursuant to clause (i), (ii), or (iv) above, such Carrying Values shall thereafter be adjusted by Depreciation."} +{"idx": 47, "level": 4, "span": "(i)\nAny income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profit and Loss pursuant to this definition of “Profit” and “Loss” shall be added to such\ntaxable income or loss;"} +{"idx": 47, "level": 4, "span": "(ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section\n705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profit or Loss pursuant to this definition of “Profit” and\n“Loss” shall be subtracted from such taxable income or loss;"} +{"idx": 47, "level": 4, "span": "(iii) In the event the Carrying Value of any Partnership\nasset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of Carrying Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profit and\nLoss;"} +{"idx": 47, "level": 4, "span": "(iv) Gain or loss resulting from any disposition of Partnership Property with respect to which gain or loss is recognized for\nfederal income tax purposes shall be computed by reference to the Carrying Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Carrying Value;"} +{"idx": 47, "level": 4, "span": "(v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss,\nthere shall be taken into account Depreciation for such Partnership Year or other period;"} +{"idx": 47, "level": 4, "span": "(vi) To the extent an adjustment to the\nadjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or"} +{"idx": 47, "level": 4, "span": "(vii) Notwithstanding any other provision of this definition of “Profit” and\n“Loss”, any items that are specially allocated pursuant to Section 5.1(c), 5.1(d), or 5.1(e) hereof shall not be taken into account in computing Profits or Losses. The amounts of the items of Partnership income, gain, loss, or\ndeduction available to be specially allocated pursuant to Sections 5.1(c) and 5.1(d) hereof shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi) above."} +{"idx": 47, "level": 2, "span": "ARTICLE 2"} +{"idx": 47, "level": 2, "span": "PARTNERSHIP FORMATION AND IDENTIFICATION\n2.1 Formation.\nThe Partnership\nwas formed as a limited partnership pursuant to the Act, and all other pertinent laws of the State of Delaware, for the purposes and upon the terms and conditions set forth in this Agreement.\n2.2 Name, Office and Registered Agent.\nThe name of the Partnership is Rodin Global Property Trust Operating Partnership, LP. The specified office and place of business of the\nPartnership shall be 110 East 59th Street, New York, NY 10022. The General Partner may at any time change the location of such office, provided the General Partner gives notice to the\nPartners of any such change. The name and address of the Partnership’s registered agent is 2711 Centerville Rd, Suite 400, Wilmington, DE 19808. The sole duty of the registered agent as such is to forward to the Partnership any notice\nthat is served on it as registered agent.\n2.3 Term and Dissolution.\n(a) The term of the Partnership shall continue in full force and effect until dissolved upon the\nfirst to occur of any of the following events:\n(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution,\ndeath, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such\nGeneral Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the\nremaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;\n(ii) the passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership\n(provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or\nnotes are paid in full); or\n(iii) the election by the General Partner that the Partnership should be dissolved.\n(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General\nPartner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6\nhereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the\nPartnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.\n2.4 Filing of Certificate and\nPerfection of Limited Partnership.\nThe General Partner shall execute, acknowledge, record and file at the expense of the Partnership, any\nand all amendments to the Certificate(s) and all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply\nwith, the laws of each state or other jurisdiction in which the Partnership conducts business."} +{"idx": 47, "level": 3, "span": "(a) The term of the Partnership shall continue in full force and effect until dissolved upon the\nfirst to occur of any of the following events:"} +{"idx": 47, "level": 4, "span": "(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution,\ndeath, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such\nGeneral Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the\nremaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;"} +{"idx": 47, "level": 4, "span": "(ii) the passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership\n(provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or\nnotes are paid in full); or"} +{"idx": 47, "level": 4, "span": "(iii) the election by the General Partner that the Partnership should be dissolved."} +{"idx": 47, "level": 3, "span": "(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General\nPartner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6\nhereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the\nPartnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind."} +{"idx": 47, "level": 2, "span": "ARTICLE 3"} +{"idx": 47, "level": 2, "span": "BUSINESS OF THE PARTNERSHIP\nThe purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted\nby a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise\nceases to qualify as a REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 (except with regards to capital gains that the Partnership retains) or 4981 of the Code, or taxation as a corporation\nas a result of being classified as a “publicly traded partnership” pursuant to Section 7704 of the Code, (ii) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing or the\nownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and\nabsolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes and that such qualification and the avoidance of income and excise taxes on\nthe General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any\ntime to the full extent permitted under the Articles of Incorporation. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be\nclassified as a “publicly traded partnership” that is taxable as a corporation under Section 7704 of the Code."} +{"idx": 47, "level": 2, "span": "ARTICLE 4"} +{"idx": 47, "level": 2, "span": "CAPITAL CONTRIBUTIONS AND ACCOUNTS\n4.1 Capital Contributions.\nThe\nPartners have heretofore made Capital Contributions to the Partnership. In addition, the Special Limited Partner made a Capital Contribution to the Partnership in exchange for Special Limited Partnership Units. Each Partner owns\nPartnership Units in the amount set forth for such Partner on Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, as the same may be amended from time to\ntime by the General Partner to the extent necessary to reflect accurately sales, exchanges or other\nTransfers, redemptions, Capital Contributions, the issuance of additional Partnership Units, or similar events having an effect on a Partner’s ownership of Partnership Units.\n4.2 Additional Capital Contributions and Issuances of Additional Partnership Units.\nExcept as provided in this Section 4.2 or in Section 4.3 or applicable law, the Partners shall have no right or obligation to make\nany additional Capital Contributions or loans to the Partnership.\n(a) The General Partner is hereby authorized to cause the Partnership\nto issue additional Partnership Units for any Partnership purpose at any time or from time to time to the Partners (including the General Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by\nthe General Partner in its sole and absolute discretion, all without the approval of any Limited Partner. Any additional Partnership Units issued thereby may be issued in one or more Classes (including the Classes specified in this Agreement),\nor one or more series of any of such Classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, all as shall be determined by the General Partner in its sole and absolute discretion\nand without the approval of any Limited Partner, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such Class or series of Partnership\nUnits; (ii) the right of each such Class or series of Partnership Units to share in Partnership distributions; and (iii) the rights of each such Class or series of Partnership Units upon dissolution and liquidation of the\nPartnership. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such\nissuance is in the best interests of the General Partner and the Partnership. In the event that the Partnership issues additional Partnership Units pursuant to this Section 4.2(a), the General Partner shall make such revisions to this Agreement\nas it deems necessary to reflect the issuance of such additional Partnership Units.\n(b) No additional Partnership Units shall be issued\nto the General Partner unless (i) the additional Partnership Units are issued to all Partners in proportion to their respective Percentage Interests with respect to the class of Partnership Units so issued; (ii) (a) the additional\nPartnership Units are (x) Partnership Units so issued in connection with an issuance of REIT Shares, or (y) Partnership Units issued in connection with an issuance of Preferred Shares, New Securities or other interests in the General\nPartner (other than REIT Shares), which Preferred Shares, New Securities or other interests have designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights,\nterms and provisions of the additional Partnership Units issued to the General Partner (without limiting the foregoing, for example, the Partnership shall issue Partnership Interests consisting of Class A Units to the General Partner in\nconnection with the issuance of Class A REIT Shares and shall issue Partnership Interests consisting of Class I Units to the General Partner in connection with the issuance of Class I REIT Shares and shall issue Partnership Interests\nconsisting of Class T Units to the General Partner in connection with the issuance of Class T REIT Shares), and (b) the General Partner contributes to the Partnership the cash proceeds or other consideration received in connection\nwith the issuance of such REIT Shares, Preferred Shares, New Securities or other interests in the General Partner, or (iii) the Additional Partnership Units are issued upon the conversion, redemption or exchange of debt, Partnership Units or\nother securities issued by the Partnership.\n(c) The General Partner shall not issue any additional REIT Shares, Preferred Shares, Junior\nShares or New Securities unless the General Partner contributes the cash proceeds or other consideration received from the issuance of such additional REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, and from the\nexercise of the rights contained in any such additional New Securities, to the Partnership in exchange for (x) in the case of an issuance of REIT Shares, Partnership Units (without limiting the foregoing, for example, the Partnership shall\nissue Partnership Interests consisting of Class A Units to the General Partner in connection with the issuance of Class A REIT Shares and shall issue Partnership Interests consisting of Class T Units to the General Partner in\nconnection with the issuance of Class T REIT Shares), or (y) in the case of an issuance of Preferred Shares, Junior Shares or New Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are\nsubstantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or New Securities; provided, however, that notwithstanding the foregoing, the General Partner may issue REIT\nShares, Preferred Shares, Junior Shares or New Securities (a) pursuant to Section 8.5(b) hereof, (b) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Preferred Shares, Junior Shares, or New Securities to\nall of the holders of REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred Shares, (d) upon a conversion of Junior Shares into REIT Shares,\n(e) upon a conversion, redemption, exchange or exercise of New Securities, or (f) in connection with an acquisition of a property or other asset to be owned, directly or indirectly, by the General Partner if the General Partner determines\nthat such acquisition is in the best interest of the Partnership. In the event of any issuance of additional REIT Shares, Preferred Shares, Junior Shares, or New Securities by the General Partner, and the contribution to the Partnership, by the\nGeneral Partner, of the cash proceeds or other consideration received from such issuance, if the cash proceeds actually received by the General Partner are less than the gross proceeds of such issuance as a result of any underwriter’s discount\nor other expenses paid or incurred in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount equal to the sum of the cash proceeds of such issuance plus the amount\nof such underwriter’s discount and other expenses paid by the General Partner (which discount and expense shall be treated as an expense for\nthe benefit of the Partnership), and any such expenses shall be allocable solely to the Class of Partnership Units issued to the General Partner at such time.\n(d) The Partnership issued Special Limited Partnership Units to an Affiliate of the Advisor in exchange for the cash contribution reflected on\nExhibit A hereto and for services performed or to be performed for the Partnership and its Subsidiaries, and admitted such Person as the Special Limited Partner. The Special Limited Partner shall be entitled to certain\ndistributions as provided in Section 5.2 and certain preferential allocations of items of income and gain under Section 5.1. The Special Limited Partnership Units will be subject to the transfer restrictions set forth in Article 9 and will\nbe subject to redemption pursuant to Section 8.6.\n4.3 Additional Funding.\nIf the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds\n(“Additional Funds”) for any Partnership purpose, the General Partner may (i) cause the Partnership to obtain such funds from outside borrowings or (ii) elect to have the General Partner or any of its Affiliates provide\nsuch Additional Funds to the Partnership through loans or otherwise, provided, however, that the Partnership may not borrow money from its Affiliates, unless a majority of the Directors of the General Partner (including a majority of Independent\nDirectors) not otherwise interested in such transaction approve the transaction as being fair, competitive, and commercially reasonable and no less favorable to the Partnership than loans between unaffiliated parties under the same circumstances.\n4.4 LTIP Units.\n(a) The\nGeneral Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the\nfollowing provisions of this Section and the special provisions of Sections 4.5, 5.1(e), and 8.6, LTIP Units shall be treated as Limited Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of\ncomputing the Partners’ Percentage Interests, LTIP Units shall be treated as Common Units.\n(b) The Partnership shall maintain at all\ntimes a one-to-one correspondence between LTIP Units and Limited Partnership Units for conversion, distribution and other purposes, including without limitation\ncomplying with the following procedures: If an Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Limited Partnership Units and LTIP Units. The following shall be “Adjustment Events:” (A) the Partnership makes a\ndistribution on all outstanding Limited Partnership Units, (B) the Partnership subdivides the outstanding Limited Partnership Units into a greater number of interests or combines the outstanding Limited Partnership Units into a smaller number\nof interests, or (C) the Partnership issues any Limited Partnership Units or General Partnership Units in exchange for its outstanding Limited Partnership Units by way or reclassification or recapitalization of its Limited Partnership\nUnits. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred\nsimultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Limited Partnership Units or General Partnership Units in a financing, reorganization, acquisition or other similar business\ntransaction, (y) the issuance of Limited Partnership Units or General Partnership Units to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Limited Partnership Units or General\nPartnership Units to the General Partner in respect of a capital contribution to the Partnership of proceeds from the sale of securities by the General Partner. If the Partnership takes an action affecting the Limited Partnership Units other\nthan actions specifically described above as Adjustment Events and in the opinion of the General Partner such action would require an adjustment to the LTIP Units to maintain the\none-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law, in such\nmanner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as herein provided the Partnership shall promptly file in the books and\nrecords of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest\nerror. Promptly after filing of such certificate, the Partnership shall mail a notice to each LTIP Holder setting forth the adjustment to its LTIP Units and the effective date of such adjustment.\n(c) The LTIP Units shall rank pari passu with the Limited Partnership Units as to (i) the payment of regular and special periodic or\nother distributions and, (ii) provided that the Capital Accounts of the LTIP Units have been equalized with those of the Limited Partnership Units pursuant to the special allocations contemplated by Section 5.1(e), distributions of assets upon\nliquidation, dissolution or winding up. As to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, any class or series of Partnership Units which by its terms specifies that it shall rank\njunior to, on parity with, or senior to the Limited Partnership Units shall also rank junior to, or pari passu with, or senior to, as the case may be, the LTIP Units.\n(d) LTIP Units shall be subject to the following special provisions:\n(i) LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on\ntransfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting\nAgreement, if applicable. LTIP Units that have vested under the terms of a Vesting Agreement are referred to as “Vested LTIP Units;” all other LTIP Units shall be treated as “Unvested LTIP Units.” Subject\nto the terms of any Vesting Agreement, a LTIP Holder shall be entitled to Transfer its LTIP Units to the same extent, and subject to the same restrictions as holders of Limited Partnership Units are entitled to Transfer their Limited Partnership\nUnits pursuant to Article 9.\n(ii) Unless otherwise specified in the Vesting Agreement, upon the occurrence of any event specified in a\nVesting Agreement as resulting in either the right of the Partnership or the General Partner to repurchase LTIP Units at a specified purchase price or some other forfeiture of any LTIP Units, then if the Partnership or the General Partner exercises\nsuch right to repurchase or forfeiture in accordance with the applicable Vesting Agreement, then the relevant LTIP Units shall immediately, and without further action, be treated as cancelled and no longer outstanding for any purpose. Unless\notherwise specified in the Vesting Agreement, no consideration or other payment shall be due with respect to any LTIP Units that have been forfeited, other than any distributions declared with respect to a Partnership Record Date prior to the\neffective date of the forfeiture. In connection with any repurchase or forfeiture of LTIP Units, the balance of the portion of the Capital Account of the holder that is attributable to all of its LTIP Units shall be reduced by the amount, if\nany, by which it exceeds the target balance contemplated by Section 5.1(e), calculated with respect to the holder’s remaining LTIP Units, if any.\n(iii) LTIP Units shall generally be treated as Limited Partnership Units for purposes of Article 5, but shall also be entitled to certain\nspecial allocations of gain under Section 5.1(e).\n(iv) The Redemption Right provided to Limited Partners under Section 8.5\nshall not apply with respect to LTIP Units unless and until they are converted to Limited Partnership Units as provided in Section 4.5.\n(v) Any certificate evidencing an LTIP Unit shall bear an appropriate legend indicating that additional terms, conditions and restrictions on\nTransfer, including without limitation any Vesting Agreement, apply to the LTIP Unit.\n(vi) Vested LTIP Units are eligible to be\nconverted into Limited Partnership Units under Section 4.5.\n4.5 Conversion of LTIP Units.\n(a) An LTIP Holder shall have the right (the “Conversion Right”), at its option, at any time to convert all or a portion of\nits Vested LTIP Units into Limited Partnership Units; provided, however, that an LTIP Holder may not exercise the Conversion Right for fewer than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holds fewer than one thousand (1,000)\nVested LTIP Units, all of the LTIP Holder’s Vested LTIP Units. LTIP Holders shall not have the right to convert Unvested LTIP Units into Limited Partnership Units until they become Vested LTIP Units; provided, however, that when a LTIP\nHolder is notified of the expected occurrence of an event that will cause its Unvested LTIP Units to become Vested LTIP Units, such Person may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, and\nsuch Conversion Notice, unless subsequently revoked by the LTIP Holder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited\nPartnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.5.\n(b) A holder of Vested LTIP Units may convert such interests into an equal number of fully paid and\nnon-assessable Limited Partnership Units, giving effect to all adjustments (if any) made pursuant to Section 4.4(b). Notwithstanding the foregoing, in no event may a holder of Vested LTIP Units convert an\namount of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such holder, to the extent attributable to its ownership of LTIP Units, divided by (y) the Partnership Unit Economic Balance, in each case as determined\nas of the effective date of conversion (the “Capital Account Limitation”).\n(c) In order to exercise its Conversion\nRight, a LTIP Holder shall deliver a notice (a “Conversion Notice”) to the Partnership (with a copy to the General Partner) not less than 10 nor more than 60 days prior to a date (the “Conversion Date”) specified in\nsuch Conversion Notice; provided, however, that if the General Partner has not given to the LTIP Holders notice of a proposed or upcoming Transaction (as defined below) at least thirty (30) days prior to the effective date of such Transaction,\nthen the LTIP Holders shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) day after such notice from the General Partner of a Transaction or\n(y) the third business day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 12.1. Each LTIP Holder covenants and agrees with the Partnership that all\nVested LTIP Units to be converted pursuant to this Section 4.5 shall be free and clear of all liens. Notwithstanding anything herein to the contrary, a LTIP Holder may deliver a Redemption Notice pursuant to Section 8.5 relating to\nthose Limited Partnership Units that will be issued to such holder upon conversion of such LTIP Units into Limited Partnership Units in advance of the Conversion Date; provided, however, that the redemption of such Limited Partnership Units by the\nPartnership shall in no event take place until after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put an LTIP Holder in a\nposition where, if he or she so wishes, the Limited Partnership Units into which its Vested LTIP Units will be converted can be redeemed by the Partnership simultaneously with such conversion,\nwith the further consequence that, if the General Partner elects to assume the Partnership’s redemption obligation with respect to such Limited Partnership Units under Section 8.5 by delivering to such holder REIT Shares rather than cash,\nthen such holder can have REIT Shares issued to it simultaneously with the conversion of its Vested LTIP Units into Limited Partnership Units. The General Partner shall cooperate with an LTIP Holder to coordinate the timing of the different\nevents described in the foregoing sentence.\n(d) The Partnership, at any time at the election of the General Partner, may cause any number\nof Vested LTIP Units held by an LTIP Holder to be converted (a “Forced Conversion”) into an equal number of Limited Partnership Units, giving effect to all adjustments (if any) made pursuant to Section 4.4(b); provided, that the\nPartnership may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the option of such LTIP Holder pursuant to paragraph (b) above. In order to exercise its right of Forced Conversion,\nthe Partnership shall deliver a notice (a “Forced Conversion Notice”) to the applicable holder not less than 10 nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion\nNotice shall be provided in the manner provided in Section 12.1.\n(e) A conversion of Vested LTIP Units for which a holder has given\na Conversion Notice or the Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such LTIP Holder, as of which time such LTIP Holder\nshall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of an equal number of Limited Partnership Units issuable upon such conversion. After the conversion of LTIP Units as\naforesaid, the Partnership shall deliver to such LTIP Holder, upon its written request, a certificate of the General Partner certifying its Limited Partnership Units and remaining LTIP Units, if any, immediately after such conversion.\n(f) For purposes of making future allocations under Section 5.1(e) and applying the Capital Account Limitation, the portion of the Economic\nCapital Account balance of the applicable holder that is treated as attributable to its LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Limited Partnership Unit Economic\nBalance.\n(g) If the Partnership or the General Partner shall be a party to any transaction (including without limitation a merger,\nconsolidation, interest exchange, self tender offer for all or substantially all Limited Partnership Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any\ntransaction which constitutes an Adjustment Event), in each case as a result of which Limited Partnership Units shall be exchanged for or converted into the right, or the holders of such interests shall otherwise be entitled, to receive cash,\nsecurities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the General Partner shall, immediately prior to the Transaction, exercise its right to cause a Forced\nConversion with respect to the LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Partnership were\nsold at the Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of the Transaction (in which case the Conversion Date shall be the\neffective date of the Transaction).\nIn anticipation of such Forced Conversion and the consummation of the Transaction, the Partnership\nshall use commercially reasonable efforts to cause each LTIP Holder to be afforded the right to receive in connection with such Transaction in consideration for the Limited Partnership Units into which its LTIP Units will be converted into the same\nkind and amount of cash, securities, and other property (or any combination thereof) receivable upon the consummation of such transaction by a holder of the same number of Limited Partnership Units, assuming such holder of Limited Partnership Units\nis not a Person with which the Partnership consolidated or into with the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an\naffiliate of a Constituent Person. In the event that holders of Limited Partnership Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Transaction, prior to such Transaction the General\nPartner shall give prompt written notice to each LTIP Holder of such election and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be\nreceived upon conversion of the LTIP Units held by such holder into Limited Partnership Units in connection with such Transaction. If an LTIP Holder fails to make such an election, such LTIP Holder (and any of its transferees) shall receive\nupon conversion of the LTIP Units held by it (or by any of its transferees) the same kind and amount of consideration that a holder of Limited Partnership Units would receive if such holder of Limited Partnership Units failed to make such an\nelection.\nSubject to the rights of the Partnership and the General Partner under any Vesting Agreement, the Partnership shall use\ncommercially reasonable efforts to cause the terms of the Transaction to be consistent with the provisions of this Section 4.5 and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any\nLTIP Holders whose LTIP Units will not be converted into Limited Partnership Units in connection with the Transaction that will (i) contain provisions enabling the LTIP Holders with outstanding LTIP Units after such Transaction to convert their\nLTIP Units into securities as comparable as reasonably possible under the circumstances to Limited Partnership Units and (ii) preserve as far as reasonably possible under the\ncircumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement for the benefit of LTIP Holders.\n4.6 Capital Accounts.\n(a) The\nPartnership shall maintain for each Partner a separate Capital Account in accordance with the rules of Regulations Section 1.704-1(b)(2)(iv). Each Partner’s Capital Account shall be increased by\n(i) the amount of such Partner’s Capital Contributions and (ii) Profit allocated to such Partner and all items of Partnership income and gain allocated to such Partner pursuant to\nSections 5.1(c), 5.1(d) and 5.1(e) and\ndecreased by (x) the amount of cash or Agreed Value of all actual and deemed distributions of cash or property made to such Partner pursuant to this Agreement and (y) Loss allocated to such Partner and all items of Partnership deduction\nand loss allocated to such Partner pursuant to Section 5.1(c).\n(b) In the event any interest in the Partnership is Transferred in\naccordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.\n(c) The provisions of the Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital\nAccounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the\nLimited Partners) are computed in order to comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Person upon the dissolution\nof the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the\nPartnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(g) and (ii) make appropriate modifications in the event that unanticipated events\nmight otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b) or 1.704-2.\n4.7 No Interest on Contributions.\nNo Partner shall be entitled to interest on its Capital Contribution.\n4.8 Return of Capital Contributions.\nNo Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the\nPartnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as\nthe Partnership continues in existence.\n4.9 No Third Party Beneficiary.\nNo creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to\nmake Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the\nparties hereto and their respective successors and assigns. None of the rights or obligations of the Partners herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose\nby any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation of the Partnership or of any of the\nPartners. In addition, it is the intent of the parties hereto that no distribution to any Limited Partner shall be deemed a return of money or other Property in violation of the Act. However, if any court of competent jurisdiction holds\nthat, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to return such money or Property, such obligation shall be the obligation of such Limited Partner and not of the General Partner. Without limiting the\ngenerality of the foregoing, a deficit Capital Account of a Partner shall not be deemed to be a liability of such Partner nor an asset or Property of the Partnership.\n4.10 Redemption and Exchanges of REIT Shares.\n(a) Redemptions. If, at any time, any shares of capital stock of the General Partner are redeemed by the General Partner for cash, the\nPartnership shall, immediately prior to such redemption, redeem an equal number of equivalent Partnership Units (taking into account any relevant Conversion Factor for that Class of Partnership Units) held by the General Partner that have the\nsame Class designation as the redeemed REIT Shares upon the same terms and for the same price per Partnership Unit as such Capital Shares are redeemed.\n(b) Exchanges. If the General Partner exchanges any REIT Shares of any Class\n(“Exchanged REIT Shares”) for REIT Shares of a different Class (“Received REIT Shares”), then the General Partner shall, and shall cause the Partnership to, exchange a number of Partnership Units having the same\nClass designation as the Exchanged REIT Shares, as determined based on the application of the Conversion Factor for that Class of Partnership Units, for Partnership Units having the same Class designation as the Received REIT Shares\non the same terms that the General Partner exchanged the Exchanged REIT Shares. The exchange of Partnership Units shall occur automatically after the close of business on the applicable date of the exchange of REIT Shares, as of which time the\nholder of Class of Partnership Units having the same designation as the Exchanged REIT Shares shall be credited on the books and records of the Partnership with the issuance, as of the opening of business on the next day, of the applicable\nnumber of Partnership Units having the same designation as the Received REIT Shares."} +{"idx": 47, "level": 3, "span": "(a) The General Partner is hereby authorized to cause the Partnership\nto issue additional Partnership Units for any Partnership purpose at any time or from time to time to the Partners (including the General Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by\nthe General Partner in its sole and absolute discretion, all without the approval of any Limited Partner. Any additional Partnership Units issued thereby may be issued in one or more Classes (including the Classes specified in this Agreement),\nor one or more series of any of such Classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, all as shall be determined by the General Partner in its sole and absolute discretion\nand without the approval of any Limited Partner, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such Class or series of Partnership\nUnits; (ii) the right of each such Class or series of Partnership Units to share in Partnership distributions; and (iii) the rights of each such Class or series of Partnership Units upon dissolution and liquidation of the\nPartnership. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such\nissuance is in the best interests of the General Partner and the Partnership. In the event that the Partnership issues additional Partnership Units pursuant to this Section 4.2(a), the General Partner shall make such revisions to this Agreement\nas it deems necessary to reflect the issuance of such additional Partnership Units."} +{"idx": 47, "level": 3, "span": "(b) No additional Partnership Units shall be issued\nto the General Partner unless (i) the additional Partnership Units are issued to all Partners in proportion to their respective Percentage Interests with respect to the class of Partnership Units so issued; (ii) (a) the additional\nPartnership Units are (x) Partnership Units so issued in connection with an issuance of REIT Shares, or (y) Partnership Units issued in connection with an issuance of Preferred Shares, New Securities or other interests in the General\nPartner (other than REIT Shares), which Preferred Shares, New Securities or other interests have designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights,\nterms and provisions of the additional Partnership Units issued to the General Partner (without limiting the foregoing, for example, the Partnership shall issue Partnership Interests consisting of Class A Units to the General Partner in\nconnection with the issuance of Class A REIT Shares and shall issue Partnership Interests consisting of Class I Units to the General Partner in connection with the issuance of Class I REIT Shares and shall issue Partnership Interests\nconsisting of Class T Units to the General Partner in connection with the issuance of Class T REIT Shares), and (b) the General Partner contributes to the Partnership the cash proceeds or other consideration received in connection\nwith the issuance of such REIT Shares, Preferred Shares, New Securities or other interests in the General Partner, or (iii) the Additional Partnership Units are issued upon the conversion, redemption or exchange of debt, Partnership Units or\nother securities issued by the Partnership."} +{"idx": 47, "level": 3, "span": "(c) The General Partner shall not issue any additional REIT Shares, Preferred Shares, Junior\nShares or New Securities unless the General Partner contributes the cash proceeds or other consideration received from the issuance of such additional REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, and from the\nexercise of the rights contained in any such additional New Securities, to the Partnership in exchange for (x) in the case of an issuance of REIT Shares, Partnership Units (without limiting the foregoing, for example, the Partnership shall\nissue Partnership Interests consisting of Class A Units to the General Partner in connection with the issuance of Class A REIT Shares and shall issue Partnership Interests consisting of Class T Units to the General Partner in\nconnection with the issuance of Class T REIT Shares), or (y) in the case of an issuance of Preferred Shares, Junior Shares or New Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are\nsubstantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or New Securities; provided, however, that notwithstanding the foregoing, the General Partner may issue REIT\nShares, Preferred Shares, Junior Shares or New Securities (a) pursuant to Section 8.5(b) hereof, (b) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Preferred Shares, Junior Shares, or New Securities to\nall of the holders of REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred Shares, (d) upon a conversion of Junior Shares into REIT Shares,\n(e) upon a conversion, redemption, exchange or exercise of New Securities, or (f) in connection with an acquisition of a property or other asset to be owned, directly or indirectly, by the General Partner if the General Partner determines\nthat such acquisition is in the best interest of the Partnership. In the event of any issuance of additional REIT Shares, Preferred Shares, Junior Shares, or New Securities by the General Partner, and the contribution to the Partnership, by the\nGeneral Partner, of the cash proceeds or other consideration received from such issuance, if the cash proceeds actually received by the General Partner are less than the gross proceeds of such issuance as a result of any underwriter’s discount\nor other expenses paid or incurred in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount equal to the sum of the cash proceeds of such issuance plus the amount\nof such underwriter’s discount and other expenses paid by the General Partner (which discount and expense shall be treated as an expense for"} +{"idx": 47, "level": 3, "span": "(d) The Partnership issued Special Limited Partnership Units to an Affiliate of the Advisor in exchange for the cash contribution reflected on\nExhibit A hereto and for services performed or to be performed for the Partnership and its Subsidiaries, and admitted such Person as the Special Limited Partner. The Special Limited Partner shall be entitled to certain\ndistributions as provided in Section 5.2 and certain preferential allocations of items of income and gain under Section 5.1. The Special Limited Partnership Units will be subject to the transfer restrictions set forth in Article 9 and will\nbe subject to redemption pursuant to Section 8.6."} +{"idx": 47, "level": 3, "span": "(a) The\nGeneral Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the\nfollowing provisions of this Section and the special provisions of Sections 4.5, 5.1(e), and 8.6, LTIP Units shall be treated as Limited Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of\ncomputing the Partners’ Percentage Interests, LTIP Units shall be treated as Common Units."} +{"idx": 47, "level": 3, "span": "(b) The Partnership shall maintain at all\ntimes a one-to-one correspondence between LTIP Units and Limited Partnership Units for conversion, distribution and other purposes, including without limitation\ncomplying with the following procedures: If an Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Limited Partnership Units and LTIP Units. The following shall be “Adjustment Events:” (A) the Partnership makes a\ndistribution on all outstanding Limited Partnership Units, (B) the Partnership subdivides the outstanding Limited Partnership Units into a greater number of interests or combines the outstanding Limited Partnership Units into a smaller number\nof interests, or (C) the Partnership issues any Limited Partnership Units or General Partnership Units in exchange for its outstanding Limited Partnership Units by way or reclassification or recapitalization of its Limited Partnership\nUnits. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred\nsimultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Limited Partnership Units or General Partnership Units in a financing, reorganization, acquisition or other similar business\ntransaction, (y) the issuance of Limited Partnership Units or General Partnership Units to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Limited Partnership Units or General\nPartnership Units to the General Partner in respect of a capital contribution to the Partnership of proceeds from the sale of securities by the General Partner. If the Partnership takes an action affecting the Limited Partnership Units other\nthan actions specifically described above as Adjustment Events and in the opinion of the General Partner such action would require an adjustment to the LTIP Units to maintain the\none-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law, in such\nmanner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as herein provided the Partnership shall promptly file in the books and\nrecords of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest\nerror. Promptly after filing of such certificate, the Partnership shall mail a notice to each LTIP Holder setting forth the adjustment to its LTIP Units and the effective date of such adjustment."} +{"idx": 47, "level": 3, "span": "(c) The LTIP Units shall rank pari passu with the Limited Partnership Units as to (i) the payment of regular and special periodic or\nother distributions and, (ii) provided that the Capital Accounts of the LTIP Units have been equalized with those of the Limited Partnership Units pursuant to the special allocations contemplated by Section 5.1(e), distributions of assets upon\nliquidation, dissolution or winding up. As to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, any class or series of Partnership Units which by its terms specifies that it shall rank\njunior to, on parity with, or senior to the Limited Partnership Units shall also rank junior to, or pari passu with, or senior to, as the case may be, the LTIP Units."} +{"idx": 47, "level": 3, "span": "(d) LTIP Units shall be subject to the following special provisions:"} +{"idx": 47, "level": 4, "span": "(i) LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on\ntransfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting\nAgreement, if applicable. LTIP Units that have vested under the terms of a Vesting Agreement are referred to as “Vested LTIP Units;” all other LTIP Units shall be treated as “Unvested LTIP Units.” Subject\nto the terms of any Vesting Agreement, a LTIP Holder shall be entitled to Transfer its LTIP Units to the same extent, and subject to the same restrictions as holders of Limited Partnership Units are entitled to Transfer their Limited Partnership\nUnits pursuant to Article 9."} +{"idx": 47, "level": 4, "span": "(ii) Unless otherwise specified in the Vesting Agreement, upon the occurrence of any event specified in a\nVesting Agreement as resulting in either the right of the Partnership or the General Partner to repurchase LTIP Units at a specified purchase price or some other forfeiture of any LTIP Units, then if the Partnership or the General Partner exercises\nsuch right to repurchase or forfeiture in accordance with the applicable Vesting Agreement, then the relevant LTIP Units shall immediately, and without further action, be treated as cancelled and no longer outstanding for any purpose. Unless\notherwise specified in the Vesting Agreement, no consideration or other payment shall be due with respect to any LTIP Units that have been forfeited, other than any distributions declared with respect to a Partnership Record Date prior to the\neffective date of the forfeiture. In connection with any repurchase or forfeiture of LTIP Units, the balance of the portion of the Capital Account of the holder that is attributable to all of its LTIP Units shall be reduced by the amount, if\nany, by which it exceeds the target balance contemplated by Section 5.1(e), calculated with respect to the holder’s remaining LTIP Units, if any."} +{"idx": 47, "level": 4, "span": "(iii) LTIP Units shall generally be treated as Limited Partnership Units for purposes of Article 5, but shall also be entitled to certain\nspecial allocations of gain under Section 5.1(e)."} +{"idx": 47, "level": 4, "span": "(iv) The Redemption Right provided to Limited Partners under Section 8.5\nshall not apply with respect to LTIP Units unless and until they are converted to Limited Partnership Units as provided in Section 4.5."} +{"idx": 47, "level": 4, "span": "(v) Any certificate evidencing an LTIP Unit shall bear an appropriate legend indicating that additional terms, conditions and restrictions on\nTransfer, including without limitation any Vesting Agreement, apply to the LTIP Unit."} +{"idx": 47, "level": 4, "span": "(vi) Vested LTIP Units are eligible to be\nconverted into Limited Partnership Units under Section 4.5."} +{"idx": 47, "level": 3, "span": "(a) An LTIP Holder shall have the right (the “Conversion Right”), at its option, at any time to convert all or a portion of\nits Vested LTIP Units into Limited Partnership Units; provided, however, that an LTIP Holder may not exercise the Conversion Right for fewer than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holds fewer than one thousand (1,000)\nVested LTIP Units, all of the LTIP Holder’s Vested LTIP Units. LTIP Holders shall not have the right to convert Unvested LTIP Units into Limited Partnership Units until they become Vested LTIP Units; provided, however, that when a LTIP\nHolder is notified of the expected occurrence of an event that will cause its Unvested LTIP Units to become Vested LTIP Units, such Person may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, and\nsuch Conversion Notice, unless subsequently revoked by the LTIP Holder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited\nPartnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.5."} +{"idx": 47, "level": 3, "span": "(b) A holder of Vested LTIP Units may convert such interests into an equal number of fully paid and\nnon-assessable Limited Partnership Units, giving effect to all adjustments (if any) made pursuant to Section 4.4(b). Notwithstanding the foregoing, in no event may a holder of Vested LTIP Units convert an\namount of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such holder, to the extent attributable to its ownership of LTIP Units, divided by (y) the Partnership Unit Economic Balance, in each case as determined\nas of the effective date of conversion (the “Capital Account Limitation”)."} +{"idx": 47, "level": 3, "span": "(c) In order to exercise its Conversion\nRight, a LTIP Holder shall deliver a notice (a “Conversion Notice”) to the Partnership (with a copy to the General Partner) not less than 10 nor more than 60 days prior to a date (the “Conversion Date”) specified in\nsuch Conversion Notice; provided, however, that if the General Partner has not given to the LTIP Holders notice of a proposed or upcoming Transaction (as defined below) at least thirty (30) days prior to the effective date of such Transaction,\nthen the LTIP Holders shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) day after such notice from the General Partner of a Transaction or\n(y) the third business day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 12.1. Each LTIP Holder covenants and agrees with the Partnership that all\nVested LTIP Units to be converted pursuant to this Section 4.5 shall be free and clear of all liens. Notwithstanding anything herein to the contrary, a LTIP Holder may deliver a Redemption Notice pursuant to Section 8.5 relating to\nthose Limited Partnership Units that will be issued to such holder upon conversion of such LTIP Units into Limited Partnership Units in advance of the Conversion Date; provided, however, that the redemption of such Limited Partnership Units by the\nPartnership shall in no event take place until after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put an LTIP Holder in a"} +{"idx": 47, "level": 3, "span": "(d) The Partnership, at any time at the election of the General Partner, may cause any number\nof Vested LTIP Units held by an LTIP Holder to be converted (a “Forced Conversion”) into an equal number of Limited Partnership Units, giving effect to all adjustments (if any) made pursuant to Section 4.4(b); provided, that the\nPartnership may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the option of such LTIP Holder pursuant to paragraph (b) above. In order to exercise its right of Forced Conversion,\nthe Partnership shall deliver a notice (a “Forced Conversion Notice”) to the applicable holder not less than 10 nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion\nNotice shall be provided in the manner provided in Section 12.1."} +{"idx": 47, "level": 3, "span": "(e) A conversion of Vested LTIP Units for which a holder has given\na Conversion Notice or the Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such LTIP Holder, as of which time such LTIP Holder\nshall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of an equal number of Limited Partnership Units issuable upon such conversion. After the conversion of LTIP Units as\naforesaid, the Partnership shall deliver to such LTIP Holder, upon its written request, a certificate of the General Partner certifying its Limited Partnership Units and remaining LTIP Units, if any, immediately after such conversion."} +{"idx": 47, "level": 3, "span": "(f) For purposes of making future allocations under Section 5.1(e) and applying the Capital Account Limitation, the portion of the Economic\nCapital Account balance of the applicable holder that is treated as attributable to its LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Limited Partnership Unit Economic\nBalance."} +{"idx": 47, "level": 3, "span": "(g) If the Partnership or the General Partner shall be a party to any transaction (including without limitation a merger,\nconsolidation, interest exchange, self tender offer for all or substantially all Limited Partnership Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any\ntransaction which constitutes an Adjustment Event), in each case as a result of which Limited Partnership Units shall be exchanged for or converted into the right, or the holders of such interests shall otherwise be entitled, to receive cash,\nsecurities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the General Partner shall, immediately prior to the Transaction, exercise its right to cause a Forced\nConversion with respect to the LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Partnership were\nsold at the Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of the Transaction (in which case the Conversion Date shall be the\neffective date of the Transaction)."} +{"idx": 47, "level": 3, "span": "(a) The\nPartnership shall maintain for each Partner a separate Capital Account in accordance with the rules of Regulations Section 1.704-1(b)(2)(iv). Each Partner’s Capital Account shall be increased by\n(i) the amount of such Partner’s Capital Contributions and (ii) Profit allocated to such Partner and all items of Partnership income and gain allocated to such Partner pursuant to"} +{"idx": 47, "level": 3, "span": "(b) In the event any interest in the Partnership is Transferred in\naccordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest."} +{"idx": 47, "level": 3, "span": "(c) The provisions of the Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations\nIn the event the General Partner shall determine that it is prudent to modify the manner in which the Capital\nAccounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the\nLimited Partners) are computed in order to comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Person upon the dissolution\nof the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the\nPartnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(g) and (ii) make appropriate modifications in the event that unanticipated events\nmight otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b) or 1.704-2."} +{"idx": 47, "level": 3, "span": "(a) Redemptions\nIf, at any time, any shares of capital stock of the General Partner are redeemed by the General Partner for cash, the\nPartnership shall, immediately prior to such redemption, redeem an equal number of equivalent Partnership Units (taking into account any relevant Conversion Factor for that Class of Partnership Units) held by the General Partner that have the\nsame Class designation as the redeemed REIT Shares upon the same terms and for the same price per Partnership Unit as such Capital Shares are redeemed."} +{"idx": 47, "level": 3, "span": "(b) Exchanges\nIf the General Partner exchanges any REIT Shares of any Class\n(“Exchanged REIT Shares”) for REIT Shares of a different Class (“Received REIT Shares”), then the General Partner shall, and shall cause the Partnership to, exchange a number of Partnership Units having the same\nClass designation as the Exchanged REIT Shares, as determined based on the application of the Conversion Factor for that Class of Partnership Units, for Partnership Units having the same Class designation as the Received REIT Shares\non the same terms that the General Partner exchanged the Exchanged REIT Shares. The exchange of Partnership Units shall occur automatically after the close of business on the applicable date of the exchange of REIT Shares, as of which time the\nholder of Class of Partnership Units having the same designation as the Exchanged REIT Shares shall be credited on the books and records of the Partnership with the issuance, as of the opening of business on the next day, of the applicable\nnumber of Partnership Units having the same designation as the Received REIT Shares."} +{"idx": 47, "level": 2, "span": "ARTICLE 5"} +{"idx": 47, "level": 2, "span": "PROFITS AND LOSSES; DISTRIBUTIONS\n5.1 Allocation of Profit and Loss.\nProfit and Loss of the Partnership shall be determined and allocated with respect to each Partnership Year as of the end of each such year,\nprovided that the General Partner may in its discretion allocate Profit and Loss for a shorter period as of the end of such period (and, for purposes of this Article 5, references to the term “Partnership Year” may include such\nshorter periods).\n(a) Profit.\nAfter giving effect to the special allocations in Sections 5.1(c), 5.1(d) and 5.1(e), Profit of the Partnership for each Partnership Year or\nother applicable period of the Partnership shall be allocated to the Partners in the following order and priority:\n(i) Profit shall be\nallocated to the General Partner, including, as applicable, with respect to Limited Partner Interests held by the General Partner, until the cumulative Profit allocated to the General Partner pursuant to this Section 5.1(a)(i) equals the cumulative\nLoss allocated to the General Partner pursuant to Section 5.1(b)(ii).\n(ii) Profit shall be allocated to the Partners (other than the\nSpecial Limited Partner) in accordance with their Percentage Interests.\n(b) Loss.\nAfter giving effect to the special allocations in Sections 5.1(c), 5.1(d), 5.1(e) and 5.1(h), Loss of the Partnership for each Partnership\nYear or other applicable period of the Partnership shall be allocated to the Partners in the following order and priority:\n(i) Loss\nshall be allocated to the Partners (other than the Special Limited Partner) in accordance with their Percentage Interests, provided that Loss shall not be allocated to a Partner pursuant to this Section 5.1(b)(i) to the extent that such allocation\nwould cause or increase an Adjusted Capital Account Deficit at the end of any fiscal year.\n(ii) Loss shall be allocated to the General\nPartner.\n(c) Special Allocations. The following regulatory allocations shall be made in the following order and priority:\n(i) Minimum Gain Chargeback. Notwithstanding the provisions of Section 5.1 of the Agreement, if there is a net decrease in\nPartnership Minimum Gain during any Partnership Year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net\ndecrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be\nallocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(f)(6). This Section 5.1(c)(i) is intended to comply\nwith the minimum gain chargeback requirements in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.\n(ii) Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 5.1 of this Agreement, if there is a net\ndecrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership Year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with\nRegulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the\nnet decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5). Allocations pursuant to the previous sentence shall be\nmade in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section\n1.704-2(i)(4). This Section 5.1(c)(ii) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i) and shall be\ninterpreted consistently therewith.\n(iii) Qualified Income Offset. In the event any Partner unexpectedly receives any\nadjustments, allocations or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or\n1.704-I(b)(2)(ii)(d)(6) and such Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross\nincome and gain for the Partnership Year) shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit created by such adjustments,\nallocations or distributions as quickly as possible. This Section 5.1(c)(iii) is intended to constitute a “qualified income offset” under Regulations Section 1.704-1(b)(2)(ii)(d) and shall be\ninterpreted consistently therewith.\n(iv) No Excess Deficit. To the extent that any Partner has or would have, as a result of an\nallocation of Net Loss (or item thereof), an Adjusted Capital Account Deficit, such amount of Net Loss (or item thereof) shall be allocated to the other Partners in accordance with Section 5.1(b), but in a manner which will not produce an Adjusted\nCapital Account Deficit as to such Partners. To the extent such allocation would result in all Partners having Adjusted Capital Account Deficits, such Net Loss (or item thereof) shall be allocated to the General Partner.\n(v) Nonrecourse Deductions. Nonrecourse Deductions for any Partnership Year shall be allocated to the Partners (other than the Special\nLimited Partner) in accordance with their respective Percentage Interests. If the General Partner determines in its good faith discretion that the Partnership’s Nonrecourse Deductions must be allocated in a different ratio to satisfy the\nsafe harbor requirements of the Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized, upon notice to the Limited Partners, to revise the prescribed ratio for such Partnership Year to the numerically closest\nratio which would satisfy such requirements.\n(vi) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any\nPartnership Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Sections 1.704-2(b)(4) and 1.704-2(i).\n(vii) Code Section 754\nAdjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Regulations Section\n1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis\nof the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to\nsuch section of the Regulations.\n(d) Priority Allocations to the Special Limited Partner. Notwithstanding the provisions of Sections\n5.1(a) and 5.1(b) above, the Special Limited Partner shall be allocated on a priority basis items of income or gain, including, without limitation, items of gain from a Sale (including but not limited to net capital gain realized in connection with\nthe adjustment to the Carrying Value of Partnership assets under Section 704(b) of the Code) on a cumulative basis pursuant to this Section 5.1(d) in an amount equal to the amount of distributions made (or in connection with a Sale or winding up or\nliquidation of the Partnership, to be made) to such Partner.\n(e) Special Allocations Regarding LTIP Units. Subject to the terms of\nany Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any Liquidating Capital Gains shall first be allocated to the LTIP Holders until the Economic Capital Account Balances\nof such holders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Unit Economic Balance, multiplied by (ii) the number of LTIP Units; provided that no such Liquidating Capital Gains will be\nallocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose,\n“Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in\nconnection with an adjustment to the Carrying Value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Holders will be equal to their Capital Account balances, plus\nthe amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Unit Economic Balance”\nshall mean (i) the Capital Account Balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the\nGeneral Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e), divided by (ii) the number of\nGeneral Partner’s Partnership Units. Any such allocations shall be made among the LTIP Holders in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this\nSection 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis),\nbut only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.\n(f) Recapture Income. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to\nthe extent possible after taking into account other required allocations of gain pursuant to Section 5.1(c), be characterized as\nRecapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture\nIncome.\n(g) Allocations Between Transferor and Transferee. If a Partner transfers any part or all of its Partnership Unit or if\nPercentage Interests vary during a Partnership Year, the General Partner, in its sole and absolute discretion, shall determine which method authorized under the Code and the Regulations shall be used to allocate the distributive shares.\n(h) Special Allocations of Class-Specific Items. To the extent that any items of income, gain, loss or deduction of the General Partner\nare allocable to a specific Class or Classes of REIT Shares as provided in the Prospectus, including, without limitation, the Distribution Fees, such items, or an amount equal thereto, shall be specially allocated to the Class or Classes\nof Partnership Units corresponding to such Class or Classes of REIT Shares.\n(i) Allocations for Tax Purposes. All allocations\nfor federal income tax purposes shall be consistent with all allocations in this Section 5.1, except as otherwise required by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4). The\nGeneral Partner shall have the authority to elect the method to be used by the Partnership for allocating items of income, gain, and expense as required by Section 704(c) of the Code including a method that may result in a Partner receiving a\ndisproportionately larger share of the Partnership tax depreciation deductions, and such election shall be binding on all Partners.\n(j)\nRevisions to Allocations to Reflect Issuance of Additional Partnership Units. In the event that the Partnership issues additional Partnership Units to the General Partner or any Additional Limited Partner pursuant to Article 4 hereof, the\nGeneral Partner shall make such revisions to this Section 5.1 as it deems necessary to reflect the terms of the issuance of such additional Partnership Units, including making preferential allocations to classes of Partnership Units that are\nentitled thereto. Such revisions shall not require the consent or approval of any other Partner.\n5.2 Distribution of Cash.\n(a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount\ndetermined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b).\n(b) Except for distributions pursuant to Section 5.6 in connection with the dissolution and liquidation of the Partnership and subject to\nthe provisions of Sections 5.2(c), 5.2(d), 5.3 and 5.5, all distributions of cash shall be made (i) first, 100% to the Partners (other than Special Limited Partner) in accordance with their respective Percentage Interests on the Partnership\nRecord Date until the Partners (other than the Special Limited Partner) have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) to\nthe Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.00% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were\nmade and (ii) second, (A) 85% to the Partners (other than the Special Limited Partner), in accordance with their respective Percentage Interests on the Partnership Record Date and (B) 15% to the Special Limited Partner. In applying this\nSection 5.2(b), and notwithstanding anything to the contrary above, the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the\nClass T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such\nperiods).\n(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it\ndetermines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445,\n1446, 1471, 1472 and 3406 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by\nreason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash\nin the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in\nthe amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing\nauthority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited\nPartner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its\nsole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General\nPartner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without\nlimitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such\ndistributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner.\nAny amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of\n(i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to\naccrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.\n(d) In the event that the Partnership issues additional Partnership Units to the General Partner or any Additional Limited Partner pursuant to\nArticle 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance of such additional Partnership Units.\n5.3 REIT Distribution Requirements.\nThe General Partner shall use its commercially reasonable efforts to cause the Partnership to distribute amounts sufficient to enable the\nGeneral Partner to make stockholder distributions that will allow the General Partner to (i) meet its distribution requirement for qualification as a REIT as set forth in Section 857 of the Code and (ii) avoid any federal income or\nexcise tax liability imposed by the Code.\n5.4 No Right to Distributions in Kind.\nNo Partner shall be entitled to demand Property other than cash in connection with any distributions by the Partnership.\n5.5 Limitations on Return of Capital Contributions.\nNotwithstanding any of the provisions of this Article 5, no Partner shall have the right to receive, and the General Partner shall not have the\nright to make, a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to\na Partner for the return of its Capital Contribution, does not exceed the fair market value of the Partnership’s assets.\n5.6\nDistributions Upon Liquidation.\nUpon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of\nthe Partnership, including any Partner loans, any remaining assets of the Partnership shall be distributed to all Partners in accordance with their Capital Accounts. To the extent deemed advisable by the General Partner, appropriate\narrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.\n5.7 Substantial Economic Effect.\nIt is the intent of the Partners that the allocations of Profit and Loss under this Agreement have substantial economic effect (or be\nconsistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant\nthereto. Article 5 and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent."} +{"idx": 47, "level": 3, "span": "(a) Profit."} +{"idx": 47, "level": 4, "span": "(i) Profit shall be\nallocated to the General Partner, including, as applicable, with respect to Limited Partner Interests held by the General Partner, until the cumulative Profit allocated to the General Partner pursuant to this Section 5.1(a)(i) equals the cumulative\nLoss allocated to the General Partner pursuant to Section 5.1(b)(ii)."} +{"idx": 47, "level": 4, "span": "(ii) Profit shall be allocated to the Partners (other than the\nSpecial Limited Partner) in accordance with their Percentage Interests."} +{"idx": 47, "level": 3, "span": "(b) Loss."} +{"idx": 47, "level": 4, "span": "(i) Loss\nshall be allocated to the Partners (other than the Special Limited Partner) in accordance with their Percentage Interests, provided that Loss shall not be allocated to a Partner pursuant to this Section 5.1(b)(i) to the extent that such allocation\nwould cause or increase an Adjusted Capital Account Deficit at the end of any fiscal year."} +{"idx": 47, "level": 4, "span": "(ii) Loss shall be allocated to the General\nPartner."} +{"idx": 47, "level": 3, "span": "(c) Special Allocations\nThe following regulatory allocations shall be made in the following order and priority:"} +{"idx": 47, "level": 4, "span": "(i) Minimum Gain Chargeback\nNotwithstanding the provisions of Section 5.1 of the Agreement, if there is a net decrease in\nPartnership Minimum Gain during any Partnership Year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net\ndecrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be\nallocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(f)(6). This Section 5.1(c)(i) is intended to comply\nwith the minimum gain chargeback requirements in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith."} +{"idx": 47, "level": 4, "span": "(ii) Partner Minimum Gain Chargeback\nNotwithstanding any other provision of Section 5.1 of this Agreement, if there is a net\ndecrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership Year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with\nRegulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the\nnet decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5). Allocations pursuant to the previous sentence shall be\nmade in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section\n1.704-2(i)(4). This Section 5.1(c)(ii) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i) and shall be\ninterpreted consistently therewith."} +{"idx": 47, "level": 4, "span": "(iii) Qualified Income Offset\nIn the event any Partner unexpectedly receives any\nadjustments, allocations or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or\n1.704-I(b)(2)(ii)(d)(6) and such Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross\nincome and gain for the Partnership Year) shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit created by such adjustments,\nallocations or distributions as quickly as possible. This Section 5.1(c)(iii) is intended to constitute a “qualified income offset” under Regulations Section 1.704-1(b)(2)(ii)(d) and shall be\ninterpreted consistently therewith."} +{"idx": 47, "level": 4, "span": "(iv) No Excess Deficit\nTo the extent that any Partner has or would have, as a result of an\nallocation of Net Loss (or item thereof), an Adjusted Capital Account Deficit, such amount of Net Loss (or item thereof) shall be allocated to the other Partners in accordance with Section 5.1(b), but in a manner which will not produce an Adjusted\nCapital Account Deficit as to such Partners. To the extent such allocation would result in all Partners having Adjusted Capital Account Deficits, such Net Loss (or item thereof) shall be allocated to the General Partner."} +{"idx": 47, "level": 4, "span": "(v) Nonrecourse Deductions\nNonrecourse Deductions for any Partnership Year shall be allocated to the Partners (other than the Special\nLimited Partner) in accordance with their respective Percentage Interests. If the General Partner determines in its good faith discretion that the Partnership’s Nonrecourse Deductions must be allocated in a different ratio to satisfy the\nsafe harbor requirements of the Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized, upon notice to the Limited Partners, to revise the prescribed ratio for such Partnership Year to the numerically closest\nratio which would satisfy such requirements."} +{"idx": 47, "level": 4, "span": "(vi) Partner Nonrecourse Deductions\nAny Partner Nonrecourse Deductions for any\nPartnership Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Sections 1.704-2(b)(4) and 1.704-2(i)."} +{"idx": 47, "level": 4, "span": "(vii) Code Section 754\nAdjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Regulations Section\n1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis\nof the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to\nsuch section of the Regulations."} +{"idx": 47, "level": 3, "span": "(d) Priority Allocations to the Special Limited Partner\nNotwithstanding the provisions of Sections\n5.1(a) and 5.1(b) above, the Special Limited Partner shall be allocated on a priority basis items of income or gain, including, without limitation, items of gain from a Sale (including but not limited to net capital gain realized in connection with\nthe adjustment to the Carrying Value of Partnership assets under Section 704(b) of the Code) on a cumulative basis pursuant to this Section 5.1(d) in an amount equal to the amount of distributions made (or in connection with a Sale or winding up or\nliquidation of the Partnership, to be made) to such Partner."} +{"idx": 47, "level": 3, "span": "(e) Special Allocations Regarding LTIP Units\nSubject to the terms of\nany Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any Liquidating Capital Gains shall first be allocated to the LTIP Holders until the Economic Capital Account Balances\nof such holders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Unit Economic Balance, multiplied by (ii) the number of LTIP Units; provided that no such Liquidating Capital Gains will be\nallocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose,\n“Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in\nconnection with an adjustment to the Carrying Value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Holders will be equal to their Capital Account balances, plus\nthe amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Unit Economic Balance”\nshall mean (i) the Capital Account Balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the\nGeneral Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e), divided by (ii) the number of\nGeneral Partner’s Partnership Units. Any such allocations shall be made among the LTIP Holders in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this\nSection 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis),\nbut only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit."} +{"idx": 47, "level": 3, "span": "(f) Recapture Income\nAny gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to\nthe extent possible after taking into account other required allocations of gain pursuant to Section 5.1(c), be characterized as"} +{"idx": 47, "level": 3, "span": "(g) Allocations Between Transferor and Transferee\nIf a Partner transfers any part or all of its Partnership Unit or if\nPercentage Interests vary during a Partnership Year, the General Partner, in its sole and absolute discretion, shall determine which method authorized under the Code and the Regulations shall be used to allocate the distributive shares."} +{"idx": 47, "level": 3, "span": "(h) Special Allocations of Class-Specific Items\nTo the extent that any items of income, gain, loss or deduction of the General Partner\nare allocable to a specific Class or Classes of REIT Shares as provided in the Prospectus, including, without limitation, the Distribution Fees, such items, or an amount equal thereto, shall be specially allocated to the Class or Classes\nof Partnership Units corresponding to such Class or Classes of REIT Shares."} +{"idx": 47, "level": 4, "span": "(i) Allocations for Tax Purposes\nAll allocations\nfor federal income tax purposes shall be consistent with all allocations in this Section 5.1, except as otherwise required by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4). The\nGeneral Partner shall have the authority to elect the method to be used by the Partnership for allocating items of income, gain, and expense as required by Section 704(c) of the Code including a method that may result in a Partner receiving a\ndisproportionately larger share of the Partnership tax depreciation deductions, and such election shall be binding on all Partners."} +{"idx": 47, "level": 3, "span": "(j)\nRevisions to Allocations to Reflect Issuance of Additional Partnership Units. In the event that the Partnership issues additional Partnership Units to the General Partner or any Additional Limited Partner pursuant to Article 4 hereof, the\nGeneral Partner shall make such revisions to this Section 5.1 as it deems necessary to reflect the terms of the issuance of such additional Partnership Units, including making preferential allocations to classes of Partnership Units that are\nentitled thereto. Such revisions shall not require the consent or approval of any other Partner."} +{"idx": 47, "level": 3, "span": "(a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount\ndetermined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b)."} +{"idx": 47, "level": 3, "span": "(b) Except for distributions pursuant to Section 5.6 in connection with the dissolution and liquidation of the Partnership and subject to\nthe provisions of Sections 5.2(c), 5.2(d), 5.3 and 5.5, all distributions of cash shall be made (i) first, 100% to the Partners (other than Special Limited Partner) in accordance with their respective Percentage Interests on the Partnership\nRecord Date until the Partners (other than the Special Limited Partner) have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) to\nthe Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.00% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were\nmade and (ii) second, (A) 85% to the Partners (other than the Special Limited Partner), in accordance with their respective Percentage Interests on the Partnership Record Date and (B) 15% to the Special Limited Partner. In applying this\nSection 5.2(b), and notwithstanding anything to the contrary above, the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the\nClass T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such\nperiods)."} +{"idx": 47, "level": 3, "span": "(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it\ndetermines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445,\n1446, 1471, 1472 and 3406 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by\nreason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash\nin the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in\nthe amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing\nauthority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited\nPartner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its\nsole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General\nPartner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without\nlimitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such"} +{"idx": 47, "level": 3, "span": "(d) In the event that the Partnership issues additional Partnership Units to the General Partner or any Additional Limited Partner pursuant to\nArticle 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance of such additional Partnership Units."} +{"idx": 47, "level": 2, "span": "ARTICLE 6"} +{"idx": 47, "level": 2, "span": "RIGHTS,\nOBLIGATIONS AND"} +{"idx": 47, "level": 2, "span": "POWERS OF THE GENERAL PARTNER\n6.1 Management of the Partnership.\n(a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage\nand control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of\nthe General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:\n(i) to\nacquire, purchase, own, operate, lease and dispose of any Investments that the General Partner determines are necessary or appropriate or in the best interests of the business of the Partnership;\n(ii) to construct buildings and make other improvements on any owned or leased Properties that\nthe General Partner determines necessary or appropriate or in the best interests of the business of the Partnership;\n(iii) to authorize,\nissue, sell, redeem or otherwise purchase any Partnership Units or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any Class or series of Partnership\nUnits, or options, rights, warrants or appreciation rights relating to any Partnership Units) of the Partnership;\n(iv) to borrow or lend\nmoney for the Partnership, issue or receive evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such indebtedness, and secure such\nindebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;\n(v) to pay, either directly or by\nreimbursement, for all operating costs and general administrative expenses of the Partnership to third parties or to the General Partner or its Affiliates as set forth in this Agreement;\n(vi) to guarantee or become a co-maker of indebtedness of the General Partner or any Subsidiary\nthereof, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such guarantee or indebtedness, and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien\non the Partnership’s assets;\n(vii) to use assets of the Partnership (including, without limitation, cash on hand) for any purpose\nconsistent with this Agreement, including, without limitation, payment, either directly or by reimbursement, of all operating costs and general administrative expenses of the General Partner, the Partnership or any Subsidiary of either, to third\nparties or to the General Partner as set forth in this Agreement;\n(viii) to lease all or any portion of any of the Partnership’s\nassets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in\npart to others, for such consideration and on such terms as the General Partner may determine;\n(ix) to prosecute, defend, arbitrate, or\ncompromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the\nPartners, the Partnership, or the Partnership’s assets;\n(x) to file applications, communicate, and otherwise deal with any and all\ngovernmental agencies having jurisdiction over, or in any way affecting, the Partnership’s assets or any other aspect of the Partnership business;\n(xi) to make or revoke any election permitted or required of the Partnership by any taxing\nauthority;\n(xii) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the\nprotection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types, as it shall determine from time to time;\n(xiii) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the\nsame;\n(xiv) to establish one or more divisions of the Partnership, to hire and dismiss employees of the Partnership or any division of\nthe Partnership, and to retain legal counsel, accountants, consultants, real estate brokers, and such other persons, as the General Partner may deem necessary or appropriate in connection with the Partnership business and to pay therefor such\nremuneration as the General Partner may deem reasonable and proper;\n(xv) to retain other services of any kind or nature in connection\nwith the Partnership business, and to pay therefor such remuneration as the General Partner may deem reasonable and proper;\n(xvi) to\nnegotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner;\n(xvii) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the\nPartnership;\n(xviii) to distribute Partnership cash or other Partnership assets in accordance with this Agreement;\n(xix) to form or acquire an interest in, and contribute Property to, any further limited or general partnerships, joint ventures or other\nrelationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of Property to, its Subsidiaries and any other Person in which it has an equity interest from time to time);\n(xx) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities, or any other valid Partnership\npurpose;\n(xxi) to merge, consolidate or combine the Partnership with or into another Person;\n(xxii) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly\ntraded partnership” that is taxable as a corporation under Section 7704 of the Code; and\n(xxiii) to take such other action,\nexecute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts that the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the\nPartnership (including, without limitation, all actions consistent with allowing the General Partner at all times to qualify as a REIT unless the General Partner voluntarily terminates its REIT status) and to possess and enjoy all of the rights and\npowers of a general partner as provided by the Act.\n(b) Except as otherwise provided herein, to the extent the duties of the General\nPartner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and\nnothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the\nPartnership.\n6.2 Delegation of Authority.\nThe General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise\ndeal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.\n6.3 Indemnification and Exculpation of Indemnitees.\n(a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses\n(including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations\nof the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to\nthe matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, Property or services; or\n(iii) in the case of any criminal proceeding, the Indemnitee had\nreasonable cause to believe that the act or omission was unlawful. Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the Partnership.\n(b) The Partnership shall reimburse an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party to a proceeding in advance\nof the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership\nas authorized in this Section 6.3 has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.\n(c) The indemnification provided by this Section 6.3 shall be in addition to any other rights to which an Indemnitee or any other Person\nmay be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity.\n(d) The Partnership may purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the General Partner shall\ndetermine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person\nagainst such liability under the provisions of this Agreement.\n(e) For purposes of this Section 6.3, the Partnership shall be deemed\nto have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or\nbeneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.3; and actions taken or omitted by the Indemnitee\nwith respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the\nbest interests of the Partnership.\n(f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the\nindemnification provisions set forth in this Agreement.\n(g) An Indemnitee shall not be denied indemnification in whole or in part under\nthis Section 6.3 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.\n(h) The provisions of this Section 6.3 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and\nshall not be deemed to create any rights for the benefit of any other Persons.\n(i) Notwithstanding the foregoing, the Partnership may not\nindemnify or hold harmless an Indemnitee for any liability or loss unless all of the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the\nbest interests of the Partnership; (ii) the Indemnitee was acting on behalf of or performing services for the Partnership; (iii) the liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnitee\nis a director of the General Partner (other than an Independent Director), the Advisor or an Affiliate of the Advisor or (B) gross negligence or willful misconduct, in the case that the Indemnitee is an Independent Director; and (iv) the\nindemnification or agreement to hold harmless is recoverable only out of net assets of the Partnership. In addition, the Partnership shall not provide indemnification for any loss, liability or expense arising from or out of an alleged\nviolation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the\nIndemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee\nand finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Commission and of the published position of any state securities\nregulatory authority in which securities of the General Partner or the Partnership were offered or sold as to indemnification for violations of securities laws.\n6.4 Liability of the General Partner.\n(a) Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary damages to the\nPartnership or any Partners for losses sustained or liabilities incurred as a result of errors in judgment or of any act or omission if the General Partner acted in good faith. The General Partner shall not be in breach of any duty that the\nGeneral Partner may owe to the Limited Partners or the Partnership or any other Persons under this Agreement or of any duty stated or implied by law or equity provided the General Partner, acting in good faith, abides by the terms of this Agreement.\nThe Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, itself and its stockholders\ncollectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or the tax consequences of some, but not all, of the\nLimited Partners) in deciding whether to cause the Partnership to take (or decline to take) any actions. In the event of a conflict between the\ninterests of its stockholders on one hand and the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either its\nstockholders or the Limited Partners; provided, however, that for so long as the General Partner directly owns a controlling interest in the Partnership, any such conflict that the General Partner, in its sole and absolute discretion, determines\ncannot be resolved in a manner not adverse to either its stockholders or the Limited Partner shall be resolved in favor of the stockholders. The General Partner shall not be liable for monetary damages for losses sustained, liabilities\nincurred, or benefits not derived by Limited Partners in connection with such decisions, provided that the General Partner has acted in good faith.\n(b) Subject to its obligations and duties as General Partner set forth in Section 6.1 hereof, the General Partner may exercise any of the\npowers granted to it under this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such\nagent appointed by it in good faith.\n(c) Notwithstanding any other provisions of this Agreement or the Act, any action of the General\nPartner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect\nthe ability of the General Partner to continue to qualify as a REIT or (ii) to prevent the General Partner from incurring any taxes under Section 857, Section 4981, or any other provision of the Code, is expressly authorized under\nthis Agreement and is deemed approved by all of the Limited Partners.\n(d) Any amendment, modification or repeal of this Section 6.4\nor any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner’s liability to the Partnership and the Limited Partners under this Section 6.4 as in effect immediately prior to such\namendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when claims relating to such matters may arise or be asserted.\n6.5 Reimbursement of General Partner.\n(a) Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding\ndistributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.\n(b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and\nabsolute discretion, for all Administrative Expenses incurred by the General Partner. Reimbursement of Administrative Expenses shall be treated as an expense of the Partnership and not as distributions of allocable income.\n6.6 Outside Activities.\nSubject\nto Section 6.8 hereof, the Articles of Incorporation and any agreements entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, any officer, director, employee, agent, trustee, Affiliate or stockholder of the\nGeneral Partner, the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or\nidentical to those of the Partnership. None of the Partnership, Limited Partners or any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests\nor activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a\ncharacter which, if presented to the Partnership or any Limited Partner, could be taken by such Person.\n6.7 Employment or Retention of\nAffiliates.\n(a) Any Affiliate of the General Partner may be employed or retained by the Partnership and may otherwise deal with the\nPartnership (whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefor which the General Partner\ndetermines to be fair and reasonable.\n(b) The Partnership may lend or contribute to its Subsidiaries or other Persons in which it has an\nequity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of\nany Subsidiary or any other Person.\n(c) The Partnership may transfer assets to joint ventures, other partnerships, corporations or other\nbusiness entities in which it is or thereby becomes a participant upon such terms and subject to such conditions as the General Partner deems are consistent with this Agreement, applicable law and the REIT status of the General Partner.\n(d) Except as expressly permitted by this Agreement, neither the General Partner nor any of its\nAffiliates shall sell, transfer or convey any Property to, or purchase any Property from, the Partnership, directly or indirectly, except pursuant to transactions that are, in the General Partner’s sole discretion, on terms that are fair and\nreasonable to the Partnership.\n6.8 General Partner Participation.\nThe General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development\nor ownership of any Investment, shall be conducted through the Partnership, a Subsidiary, a Subsidiary Partnership or a taxable REIT subsidiary (within the meaning of Section 856(l) of the Code); provided, however, that the General Partner is\nallowed to hold cash and liquid investments to fund its expenses, including redemptions of shares of common stock of the General Partner.\n6.9 Title to Partnership Assets.\nTitle to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership\nas an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the\nGeneral Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name\nof the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General\nPartner shall use its best efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the Property of the Partnership in its books\nand records, irrespective of the name in which legal title to such Partnership assets is held.\n6.10 No Duplication of Fees or Expenses.\nThe Partnership may not incur or be responsible for any fee or expense (in connection with the Offering or otherwise) that would be\nduplicative of fees and expenses paid by the General Partner."} +{"idx": 47, "level": 3, "span": "(a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage\nand control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of\nthe General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:"} +{"idx": 47, "level": 4, "span": "(i) to\nacquire, purchase, own, operate, lease and dispose of any Investments that the General Partner determines are necessary or appropriate or in the best interests of the business of the Partnership;"} +{"idx": 47, "level": 4, "span": "(ii) to construct buildings and make other improvements on any owned or leased Properties that\nthe General Partner determines necessary or appropriate or in the best interests of the business of the Partnership;"} +{"idx": 47, "level": 4, "span": "(iii) to authorize,\nissue, sell, redeem or otherwise purchase any Partnership Units or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any Class or series of Partnership\nUnits, or options, rights, warrants or appreciation rights relating to any Partnership Units) of the Partnership;"} +{"idx": 47, "level": 4, "span": "(iv) to borrow or lend\nmoney for the Partnership, issue or receive evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such indebtedness, and secure such\nindebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;"} +{"idx": 47, "level": 4, "span": "(v) to pay, either directly or by\nreimbursement, for all operating costs and general administrative expenses of the Partnership to third parties or to the General Partner or its Affiliates as set forth in this Agreement;"} +{"idx": 47, "level": 4, "span": "(vi) to guarantee or become a co-maker of indebtedness of the General Partner or any Subsidiary\nthereof, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such guarantee or indebtedness, and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien\non the Partnership’s assets;"} +{"idx": 47, "level": 4, "span": "(vii) to use assets of the Partnership (including, without limitation, cash on hand) for any purpose\nconsistent with this Agreement, including, without limitation, payment, either directly or by reimbursement, of all operating costs and general administrative expenses of the General Partner, the Partnership or any Subsidiary of either, to third\nparties or to the General Partner as set forth in this Agreement;"} +{"idx": 47, "level": 4, "span": "(viii) to lease all or any portion of any of the Partnership’s\nassets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in\npart to others, for such consideration and on such terms as the General Partner may determine;"} +{"idx": 47, "level": 4, "span": "(ix) to prosecute, defend, arbitrate, or\ncompromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the\nPartners, the Partnership, or the Partnership’s assets;"} +{"idx": 47, "level": 4, "span": "(x) to file applications, communicate, and otherwise deal with any and all\ngovernmental agencies having jurisdiction over, or in any way affecting, the Partnership’s assets or any other aspect of the Partnership business;"} +{"idx": 47, "level": 4, "span": "(xi) to make or revoke any election permitted or required of the Partnership by any taxing\nauthority;"} +{"idx": 47, "level": 4, "span": "(xii) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the\nprotection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types, as it shall determine from time to time;"} +{"idx": 47, "level": 4, "span": "(xiii) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the\nsame;"} +{"idx": 47, "level": 4, "span": "(xiv) to establish one or more divisions of the Partnership, to hire and dismiss employees of the Partnership or any division of\nthe Partnership, and to retain legal counsel, accountants, consultants, real estate brokers, and such other persons, as the General Partner may deem necessary or appropriate in connection with the Partnership business and to pay therefor such\nremuneration as the General Partner may deem reasonable and proper;"} +{"idx": 47, "level": 4, "span": "(xv) to retain other services of any kind or nature in connection\nwith the Partnership business, and to pay therefor such remuneration as the General Partner may deem reasonable and proper;"} +{"idx": 47, "level": 4, "span": "(xvi) to\nnegotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner;"} +{"idx": 47, "level": 4, "span": "(xvii) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the\nPartnership;"} +{"idx": 47, "level": 4, "span": "(xviii) to distribute Partnership cash or other Partnership assets in accordance with this Agreement;"} +{"idx": 47, "level": 4, "span": "(xix) to form or acquire an interest in, and contribute Property to, any further limited or general partnerships, joint ventures or other\nrelationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of Property to, its Subsidiaries and any other Person in which it has an equity interest from time to time);"} +{"idx": 47, "level": 4, "span": "(xx) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities, or any other valid Partnership\npurpose;"} +{"idx": 47, "level": 4, "span": "(xxi) to merge, consolidate or combine the Partnership with or into another Person;"} +{"idx": 47, "level": 4, "span": "(xxii) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly\ntraded partnership” that is taxable as a corporation under Section 7704 of the Code; and"} +{"idx": 47, "level": 4, "span": "(xxiii) to take such other action,\nexecute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts that the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the\nPartnership (including, without limitation, all actions consistent with allowing the General Partner at all times to qualify as a REIT unless the General Partner voluntarily terminates its REIT status) and to possess and enjoy all of the rights and\npowers of a general partner as provided by the Act."} +{"idx": 47, "level": 3, "span": "(b) Except as otherwise provided herein, to the extent the duties of the General\nPartner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and\nnothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the\nPartnership."} +{"idx": 47, "level": 3, "span": "(a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses\n(including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations\nof the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to\nthe matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, Property or services; or\n(iii) in the case of any criminal proceeding, the Indemnitee had"} +{"idx": 47, "level": 3, "span": "(b) The Partnership shall reimburse an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party to a proceeding in advance\nof the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership\nas authorized in this Section 6.3 has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met."} +{"idx": 47, "level": 3, "span": "(c) The indemnification provided by this Section 6.3 shall be in addition to any other rights to which an Indemnitee or any other Person\nmay be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity."} +{"idx": 47, "level": 3, "span": "(d) The Partnership may purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the General Partner shall\ndetermine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person\nagainst such liability under the provisions of this Agreement."} +{"idx": 47, "level": 3, "span": "(e) For purposes of this Section 6.3, the Partnership shall be deemed\nto have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or\nbeneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.3; and actions taken or omitted by the Indemnitee\nwith respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the\nbest interests of the Partnership."} +{"idx": 47, "level": 3, "span": "(f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the\nindemnification provisions set forth in this Agreement."} +{"idx": 47, "level": 3, "span": "(g) An Indemnitee shall not be denied indemnification in whole or in part under\nthis Section 6.3 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement."} +{"idx": 47, "level": 3, "span": "(h) The provisions of this Section 6.3 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and\nshall not be deemed to create any rights for the benefit of any other Persons."} +{"idx": 47, "level": 4, "span": "(i) Notwithstanding the foregoing, the Partnership may not\nindemnify or hold harmless an Indemnitee for any liability or loss unless all of the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the\nbest interests of the Partnership; (ii) the Indemnitee was acting on behalf of or performing services for the Partnership; (iii) the liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnitee\nis a director of the General Partner (other than an Independent Director), the Advisor or an Affiliate of the Advisor or (B) gross negligence or willful misconduct, in the case that the Indemnitee is an Independent Director; and (iv) the\nindemnification or agreement to hold harmless is recoverable only out of net assets of the Partnership. In addition, the Partnership shall not provide indemnification for any loss, liability or expense arising from or out of an alleged\nviolation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the\nIndemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee\nand finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Commission and of the published position of any state securities\nregulatory authority in which securities of the General Partner or the Partnership were offered or sold as to indemnification for violations of securities laws."} +{"idx": 47, "level": 3, "span": "(a) Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary damages to the\nPartnership or any Partners for losses sustained or liabilities incurred as a result of errors in judgment or of any act or omission if the General Partner acted in good faith. The General Partner shall not be in breach of any duty that the\nGeneral Partner may owe to the Limited Partners or the Partnership or any other Persons under this Agreement or of any duty stated or implied by law or equity provided the General Partner, acting in good faith, abides by the terms of this Agreement."} +{"idx": 47, "level": 3, "span": "(b) Subject to its obligations and duties as General Partner set forth in Section 6.1 hereof, the General Partner may exercise any of the\npowers granted to it under this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such\nagent appointed by it in good faith."} +{"idx": 47, "level": 3, "span": "(c) Notwithstanding any other provisions of this Agreement or the Act, any action of the General\nPartner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect\nthe ability of the General Partner to continue to qualify as a REIT or (ii) to prevent the General Partner from incurring any taxes under Section 857, Section 4981, or any other provision of the Code, is expressly authorized under\nthis Agreement and is deemed approved by all of the Limited Partners."} +{"idx": 47, "level": 3, "span": "(d) Any amendment, modification or repeal of this Section 6.4\nor any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner’s liability to the Partnership and the Limited Partners under this Section 6.4 as in effect immediately prior to such\namendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when claims relating to such matters may arise or be asserted."} +{"idx": 47, "level": 3, "span": "(a) Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding\ndistributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership."} +{"idx": 47, "level": 3, "span": "(b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and\nabsolute discretion, for all Administrative Expenses incurred by the General Partner. Reimbursement of Administrative Expenses shall be treated as an expense of the Partnership and not as distributions of allocable income."} +{"idx": 47, "level": 3, "span": "(a) Any Affiliate of the General Partner may be employed or retained by the Partnership and may otherwise deal with the\nPartnership (whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefor which the General Partner\ndetermines to be fair and reasonable."} +{"idx": 47, "level": 3, "span": "(b) The Partnership may lend or contribute to its Subsidiaries or other Persons in which it has an\nequity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of\nany Subsidiary or any other Person."} +{"idx": 47, "level": 3, "span": "(c) The Partnership may transfer assets to joint ventures, other partnerships, corporations or other\nbusiness entities in which it is or thereby becomes a participant upon such terms and subject to such conditions as the General Partner deems are consistent with this Agreement, applicable law and the REIT status of the General Partner."} +{"idx": 47, "level": 3, "span": "(d) Except as expressly permitted by this Agreement, neither the General Partner nor any of its\nAffiliates shall sell, transfer or convey any Property to, or purchase any Property from, the Partnership, directly or indirectly, except pursuant to transactions that are, in the General Partner’s sole discretion, on terms that are fair and\nreasonable to the Partnership."} +{"idx": 47, "level": 2, "span": "ARTICLE 7"} +{"idx": 47, "level": 2, "span": "CHANGES IN GENERAL PARTNER\n7.1 Transfer of the General Partner’s Units.\n(a) The General Partner shall not transfer all or any portion of its Units or withdraw as General Partner except as provided in, or in\nconnection with a transaction contemplated by, Section 7.1(b) or Section 7.1(c).\n(b) Except as otherwise provided in Section 7.1(c)\nhereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or the sale of all or substantially all of its assets (other than in connection with a change in the General Partner’s\nstate of incorporation or organizational form), in each case which results in a change of control of the General Partner (a “REIT Transaction”), unless the consent of Limited Partners holding more than 50% of the Percentage\nInterests of the Limited Partners (including, as applicable, Limited Partner Interests held by the General Partner) is obtained.\n(c)\nNotwithstanding Section 7.1(a) or 7.1(b),\n(i) a General Partner may transfer all or any portion of its General Partnership Units to\n(A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Units, may withdraw as General Partner; and\n(ii) the General Partner may engage in a transaction not required to be submitted to the vote of the holders of its capital stock by law or\nby the rules of any national securities exchange on which any of the General Partner’s capital stock is listed.\n7.2 Admission of a\nSubstitute or Additional General Partner.\nA Person shall be admitted as a substitute or additional General Partner of the Partnership only\nif the following terms and conditions are satisfied:\n(a) the Person to be admitted as a substitute or additional General Partner shall\nhave accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a\nGeneral Partner, and a certificate evidencing the admission\nof such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.4 hereof in connection with such admission shall have been performed;\n(b) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided\nthe Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and\n(c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary) that\n(x) the admission of the Person to be admitted as a substitute or additional General Partner is in conformity with the Act and (y) none of the actions taken in connection with the admission of such Person as a substitute or additional\nGeneral Partner will cause (i) the Partnership to be classified other than as a partnership for federal tax purposes, or (ii) the loss of any Limited Partner’s limited liability.\n7.3 Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner.\n(a) Upon the occurrence of an Event of Bankruptcy as to the sole remaining General Partner (and its removal pursuant to Section 7.4(a) hereof)\nor the death, withdrawal, removal or dissolution of the sole remaining General Partner (except that, if the sole remaining General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as\nto, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and\nterminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall\nnot be deemed to be the withdrawal, dissolution or removal of the General Partner.\n(b) Following the occurrence of an Event of Bankruptcy\nas to the sole remaining General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of the sole remaining General Partner, the Limited Partners, within ninety (90) days after such\noccurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.3 hereof by selecting, subject to Section 7.2 hereof and any other provisions of this Agreement, a substitute General\nPartner by consent of a majority in interest of the Limited Partners. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has\nacquired an interest of a Partner in the Partnership shall be governed by this Agreement.\n7.4 Removal of a General Partner.\n(a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be\nremoved automatically. The Limited Partners may not remove the General Partner, with or without cause.\n(b) If a General Partner has\nbeen removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3 hereof, such General Partner shall promptly transfer and assign its General Partnership Units in the Partnership to the substitute General\nPartner approved by a majority in interest of the Limited Partners in accordance with Section 7.3(b) hereof and otherwise be admitted to the Partnership in accordance with Section 7.2 hereof. At the time of assignment, the removed\nGeneral Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Units of such removed General Partner as reduced by any damages caused to the Partnership by such General\nPartner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a majority in interest of the Limited Partners within ten (10) days following the removal of the General Partner. In\nthe event that the parties are unable to agree upon an appraiser, the removed General Partner and a majority in interest of the Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market\nvalue of the removed General Partner’s General Partnership Units within thirty (30) days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Unit shall be the average\nof the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than forty (40) days after the removal of the General\nPartner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Units no later than sixty (60) days after the removal of the General Partner. In\nsuch case, the fair market value of the removed General Partner’s General Partnership Units shall be the average of the two appraisals closest in value.\n(c) The General Partnership Units of a removed General Partner, during the time after default until transfer under\nSection 7.4(b),\nshall be converted to that of a Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income,\nexpense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations\nof such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.4(b).\n(d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be\nlegally necessary, desirable and sufficient to effect all the foregoing provisions of this Section."} +{"idx": 47, "level": 3, "span": "(a) The General Partner shall not transfer all or any portion of its Units or withdraw as General Partner except as provided in, or in\nconnection with a transaction contemplated by, Section 7.1(b) or Section 7.1(c)."} +{"idx": 47, "level": 3, "span": "(b) Except as otherwise provided in Section 7.1(c)\nhereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or the sale of all or substantially all of its assets (other than in connection with a change in the General Partner’s\nstate of incorporation or organizational form), in each case which results in a change of control of the General Partner (a “REIT Transaction”), unless the consent of Limited Partners holding more than 50% of the Percentage\nInterests of the Limited Partners (including, as applicable, Limited Partner Interests held by the General Partner) is obtained."} +{"idx": 47, "level": 3, "span": "(c)\nNotwithstanding Section 7.1(a) or 7.1(b),"} +{"idx": 47, "level": 4, "span": "(i) a General Partner may transfer all or any portion of its General Partnership Units to\n(A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Units, may withdraw as General Partner; and"} +{"idx": 47, "level": 4, "span": "(ii) the General Partner may engage in a transaction not required to be submitted to the vote of the holders of its capital stock by law or\nby the rules of any national securities exchange on which any of the General Partner’s capital stock is listed."} +{"idx": 47, "level": 3, "span": "(a) the Person to be admitted as a substitute or additional General Partner shall\nhave accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a\nGeneral Partner, and a certificate evidencing the admission"} +{"idx": 47, "level": 3, "span": "(b) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided\nthe Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and"} +{"idx": 47, "level": 3, "span": "(c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary) that\n(x) the admission of the Person to be admitted as a substitute or additional General Partner is in conformity with the Act and (y) none of the actions taken in connection with the admission of such Person as a substitute or additional\nGeneral Partner will cause (i) the Partnership to be classified other than as a partnership for federal tax purposes, or (ii) the loss of any Limited Partner’s limited liability."} +{"idx": 47, "level": 3, "span": "(a) Upon the occurrence of an Event of Bankruptcy as to the sole remaining General Partner (and its removal pursuant to Section 7.4(a) hereof)\nor the death, withdrawal, removal or dissolution of the sole remaining General Partner (except that, if the sole remaining General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as\nto, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and\nterminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall\nnot be deemed to be the withdrawal, dissolution or removal of the General Partner."} +{"idx": 47, "level": 3, "span": "(b) Following the occurrence of an Event of Bankruptcy\nas to the sole remaining General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of the sole remaining General Partner, the Limited Partners, within ninety (90) days after such\noccurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.3 hereof by selecting, subject to Section 7.2 hereof and any other provisions of this Agreement, a substitute General\nPartner by consent of a majority in interest of the Limited Partners. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has\nacquired an interest of a Partner in the Partnership shall be governed by this Agreement."} +{"idx": 47, "level": 3, "span": "(a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be\nremoved automatically. The Limited Partners may not remove the General Partner, with or without cause."} +{"idx": 47, "level": 3, "span": "(b) If a General Partner has\nbeen removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3 hereof, such General Partner shall promptly transfer and assign its General Partnership Units in the Partnership to the substitute General\nPartner approved by a majority in interest of the Limited Partners in accordance with Section 7.3(b) hereof and otherwise be admitted to the Partnership in accordance with Section 7.2 hereof. At the time of assignment, the removed\nGeneral Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Units of such removed General Partner as reduced by any damages caused to the Partnership by such General\nPartner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a majority in interest of the Limited Partners within ten (10) days following the removal of the General Partner. In\nthe event that the parties are unable to agree upon an appraiser, the removed General Partner and a majority in interest of the Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market\nvalue of the removed General Partner’s General Partnership Units within thirty (30) days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Unit shall be the average\nof the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than forty (40) days after the removal of the General\nPartner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Units no later than sixty (60) days after the removal of the General Partner. In\nsuch case, the fair market value of the removed General Partner’s General Partnership Units shall be the average of the two appraisals closest in value."} +{"idx": 47, "level": 3, "span": "(c) The General Partnership Units of a removed General Partner, during the time after default until transfer under"} +{"idx": 47, "level": 3, "span": "(d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be\nlegally necessary, desirable and sufficient to effect all the foregoing provisions of this Section."} +{"idx": 47, "level": 2, "span": "ARTICLE 8"} +{"idx": 47, "level": 2, "span": "RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS\n8.1 Management of the Partnership.\nThe Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the\nPartnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.\n8.2 Power of Attorney.\nEach\nLimited Partner hereby irrevocably appoints the General Partner its true and lawful attorney-in-fact, who may act for each Limited Partner and in its name, place and\nstead, and for its use and benefit, to sign, acknowledge, swear to, deliver, file or record, at the appropriate public offices, any and all documents, certificates, and instruments as may be deemed necessary or desirable by the General Partner to\ncarry out fully the provisions of this Agreement and the Act in accordance with their terms, which power of attorney is coupled with an interest and shall survive the death, dissolution or legal incapacity of the Limited Partner, or the transfer by\nthe Limited Partner of any part or all of its Partnership Units.\n8.3 Limitation on Liability of Limited Partners.\nNo Limited Partner shall be liable for any debts, liabilities, contracts or obligations of the Partnership. A Limited Partner shall be\nliable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall, except as otherwise required by the Act, be required to make\nany further Capital Contributions or other payments or lend any funds to the Partnership.\n8.4 Ownership by Limited Partner of Corporate\nGeneral Partner or Affiliate.\nNo Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the\nGeneral Partner or in any Affiliate thereof, if such ownership by itself or in conjunction with other stock or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize the classification of the\nPartnership as a partnership for federal tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this\nSection.\n8.5 Limited Partner Right of Redemption.\n(a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Partnership and one or more\nLimited Partners with respect to the Limited Partnership Units held by them, a Qualifying Party, but no other Limited Partner or Assignee, shall, after holding their Limited Partnership Units for at least one year, have the right (subject to the\nterms and conditions set forth herein) to require the Partnership to redeem (a “Redemption”) all or a portion of such Limited Partnership Units (the “Tendered Units”) held by such Limited Partner (a\n“Redemption Right”) in exchange for REIT Shares having the same Class designation as the Partnership Units subject to the Redemption Right, issuable on, or the Cash Amount payable on, or a combination thereof having an\nequivalent value to the REIT Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion. Any Redemption Right shall be exercised pursuant to a Notice of\nRedemption delivered to the Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption\nduring each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Limited Partnership Units or, if such Limited Partner holds less than 1,000 Limited Partnership Units, all of the Limited Partnership Units\nheld by such Partner. The Tendering Party shall have no right, with respect to any Limited Partnership Units so redeemed, to receive any distribution paid with respect to Limited Partnership Units if the record date for such distribution is on\nor after the Specified Redemption Date.\n(b) If the General Partner elects to redeem Tendered Units for REIT Shares having the same\nClass designation as the Tendered Units rather than cash, then the Partnership shall direct the General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case,\n(i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be\ntreated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the General Partner in exchange for REIT Shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for\nwhich the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Partnership shall act in a fair, equitable and\nreasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Partnership elects to redeem any number of Tendered Units for REIT Shares having\nthe same Class designation as the\nTendered Units, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the General Partner in exchange for a number of REIT Shares\nequal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the General Partner as duly authorized, validly issued,\nfully paid and accessible REIT Shares having the same Class designation as the Tendered Units, free of any pledge, lien, encumbrance or restriction, other than the Aggregate Share Ownership Limit and other restrictions provided in the Article\nof Incorporation, the bylaws of the General Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have\nno rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation.\n(c) In connection with an exercise\nof Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption:\n(i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as\ndetermined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption and assuming that the General\nPartner elects to exchange REIT Shares for all Tendered Units, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit);\n(ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares\nprior to the closing of the Redemption on the Specified Redemption Date;\n(iii) An undertaking to certify, at and as a condition to the\nclosing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by\nSection 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit); and\n(iv) Any other documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of\nthe Redemption Right.\n(d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the\nSpecified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the General Partner to cause additional REIT Shares to\nbe issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as\nquickly as reasonably possible.\n(e) Notwithstanding any other provision of this Agreement, the General Partner shall restrict the ability\nof the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit,\n(b) the General Partner’s common stock from being owned by less than 100 persons, (c) the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and (c) to ensure that the\nPartnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written\nnotice thereof (a “Restriction Notice”) to each of the Limited Partners holding Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Partnership which states that, in the opinion of such\ncounsel, restrictions are necessary in order to avoid having the Partnership be treated as a “publicly traded partnership” taxable as a corporation under section 7704 of the Code.\n(f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.\n8.6 Redemption of Special Limited Partnership Units.\nUpon the earliest to occur of (a) the termination or nonrenewal of the Advisory Agreement for “cause” (as defined in the\nAdvisory Agreement), (b) a Termination Event, (c) the Listing, or (d) a merger, consolidation or sale of substantially all of the General Partner’s assets or any similar transaction or any transaction pursuant to which a majority of\nthe board of directors of the General Partner then in office are replaced or removed, the Special Limited Partnership Units will be redeemed.\n(a) If the Advisory Agreement is terminated or not renewed by the General Partner for “cause” (as defined in the Advisory\nAgreement), all of the Special Limited Partnership Units shall be redeemed by the Partnership for a one-time cash payment of $1.00 within thirty (30) days after the termination or nonrenewal of the\nAdvisory Agreement.\n(b) Upon the occurrence of a Termination Event, the Listing or a merger, consolidation or sale of substantially all\nof the General Partner’s assets or any similar transaction or any transaction pursuant to which a majority of the board of directors of the General Partner then in office are replaced or removed, the Special Limited Partnership Units shall be\nredeemed for an aggregate amount equal to the amount that would have been distributed to the Special Limited Partner under Section 5.2(b) if all assets of the\nPartnership had been sold for their fair market value and all liabilities of the Partnership had been satisfied in full according to their terms. Such redemption shall occur no later than\nthirty (30) days after the date of a Termination Event and no later than 240 days after the Listing. In determining the fair market value of the assets of the Partnership, (i) in connection with a Termination Event, the General\nPartner shall obtain an appraisal of the assets of the Partnership (excluding any assets which may be readily marked to market) except that if the Termination Event is the result of any of the events described under (iii) below, then the fair\nmarket value of the shares shall be determined under (iii) below, (ii) in connection with the Listing, the General Partner shall make such determination (a) taking into account, in the event of a Listing on a national securities\nexchange only, the market value of the General Partner’s listed shares based upon the average closing price, or average of bid and asked prices, as the case may be, during a period of thirty (30) days during which such shares are traded\nbeginning one hundred and twenty (120) days after the Listing or (b) taking into account the value of the General Partner’s shares based upon the initial public offering price in the event of an underwritten public offering and\n(iii) in connection with a merger, consolidation or sale of substantially all of the General Partner’s assets or any similar transaction pursuant to which a majority of the members of the board of directors of the General Partner then in\noffice are replaced or removed, the General Partners shall make such determination based on the value of the consideration received by the General Partner or its stockholders on a per share basis. Payment to the Special Limited Partner upon a\nTermination Event or a Listing shall be paid, at the Special Limited Partner’s discretion, in the form of (a) shares of the General Partner’s common stock or (b) a promissory note bearing interest at a rate deemed fair and\nreasonable by a majority of the Independent Directors. In the event the Special Limited Partner elects to receive shares of the General Partner’s common stock and the General Partner’s shares are not listed on a national securities\nexchange, at the option of the Special Limited Partner, the Special Limited Partner and the General Partner shall enter into an agreement whereby the General Partner shall register such shares of common stock with the Commission. However, any\npayments under a promissory note may not be made in connection with a Termination Event until either (a) the closing of asset sales that result in aggregate, cumulative distributions to the Partners (other than the Special Limited Partner) of\nthe Partnership from operating income, sales proceeds and other sources in an amount equal to their Capital Contributions to the Partnership plus a 6.00% cumulative non-compounded annual pre-tax return thereon, or (b) a Listing (each a “Subsequent Liquidity Event”). In addition, the principal amount of the promissory note issued in connection with a Termination Event will\nbe subject to reduction as of the date of the Subsequent Liquidity Event by an amount that will ensure that, in connection with the Subsequent Liquidity Event, the Special Limited Partner does not receive in excess of 15% of the distributions that\nare made or are deemed to be made by the Partnership after the Partners (other than the Special Limited Partner) have received or are deemed to have received aggregate, cumulative distributions equal to their Capital Contributions to the Partnership\nplus a 6.00% cumulative non-compounded annual pre-tax return thereon."} +{"idx": 47, "level": 3, "span": "(a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Partnership and one or more\nLimited Partners with respect to the Limited Partnership Units held by them, a Qualifying Party, but no other Limited Partner or Assignee, shall, after holding their Limited Partnership Units for at least one year, have the right (subject to the\nterms and conditions set forth herein) to require the Partnership to redeem (a “Redemption”) all or a portion of such Limited Partnership Units (the “Tendered Units”) held by such Limited Partner (a\n“Redemption Right”) in exchange for REIT Shares having the same Class designation as the Partnership Units subject to the Redemption Right, issuable on, or the Cash Amount payable on, or a combination thereof having an\nequivalent value to the REIT Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion. Any Redemption Right shall be exercised pursuant to a Notice of\nRedemption delivered to the Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption\nduring each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Limited Partnership Units or, if such Limited Partner holds less than 1,000 Limited Partnership Units, all of the Limited Partnership Units\nheld by such Partner. The Tendering Party shall have no right, with respect to any Limited Partnership Units so redeemed, to receive any distribution paid with respect to Limited Partnership Units if the record date for such distribution is on\nor after the Specified Redemption Date."} +{"idx": 47, "level": 3, "span": "(b) If the General Partner elects to redeem Tendered Units for REIT Shares having the same\nClass designation as the Tendered Units rather than cash, then the Partnership shall direct the General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case,\n(i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be\ntreated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the General Partner in exchange for REIT Shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for\nwhich the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Partnership shall act in a fair, equitable and\nreasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Partnership elects to redeem any number of Tendered Units for REIT Shares having\nthe same Class designation as the"} +{"idx": 47, "level": 3, "span": "(c) In connection with an exercise\nof Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption:"} +{"idx": 47, "level": 4, "span": "(i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as\ndetermined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption and assuming that the General\nPartner elects to exchange REIT Shares for all Tendered Units, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit);"} +{"idx": 47, "level": 4, "span": "(ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares\nprior to the closing of the Redemption on the Specified Redemption Date;"} +{"idx": 47, "level": 4, "span": "(iii) An undertaking to certify, at and as a condition to the\nclosing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by\nSection 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit); and"} +{"idx": 47, "level": 4, "span": "(iv) Any other documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of\nthe Redemption Right."} +{"idx": 47, "level": 3, "span": "(d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the\nSpecified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the General Partner to cause additional REIT Shares to\nbe issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as\nquickly as reasonably possible."} +{"idx": 47, "level": 3, "span": "(e) Notwithstanding any other provision of this Agreement, the General Partner shall restrict the ability\nof the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit,\n(b) the General Partner’s common stock from being owned by less than 100 persons, (c) the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and (c) to ensure that the\nPartnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written\nnotice thereof (a “Restriction Notice”) to each of the Limited Partners holding Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Partnership which states that, in the opinion of such\ncounsel, restrictions are necessary in order to avoid having the Partnership be treated as a “publicly traded partnership” taxable as a corporation under section 7704 of the Code."} +{"idx": 47, "level": 3, "span": "(f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5."} +{"idx": 47, "level": 3, "span": "(a) If the Advisory Agreement is terminated or not renewed by the General Partner for “cause” (as defined in the Advisory\nAgreement), all of the Special Limited Partnership Units shall be redeemed by the Partnership for a one-time cash payment of $1.00 within thirty (30) days after the termination or nonrenewal of the\nAdvisory Agreement."} +{"idx": 47, "level": 3, "span": "(b) Upon the occurrence of a Termination Event, the Listing or a merger, consolidation or sale of substantially all\nof the General Partner’s assets or any similar transaction or any transaction pursuant to which a majority of the board of directors of the General Partner then in office are replaced or removed, the Special Limited Partnership Units shall be\nredeemed for an aggregate amount equal to the amount that would have been distributed to the Special Limited Partner under Section 5.2(b) if all assets of the"} +{"idx": 47, "level": 2, "span": "ARTICLE 9"} +{"idx": 47, "level": 2, "span": "TRANSFERS OF\nLIMITED PARTNERSHIP UNITS\n9.1 Purchase for Investment.\n(a) Each Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of its Partnership\nUnits is made as a principal for its account for investment purposes only and not with a view to the resale or distribution of such Partnership Units.\n(b) Each Limited Partner agrees that he will not sell, assign or otherwise transfer its Partnership Units or any fraction thereof, whether\nvoluntarily or by operation of law or at judicial sale or otherwise, to any Person who does not make the representations and warranties to the General Partner set forth in Section 9.1(a) above and similarly agree not to sell, assign or transfer such\nPartnership Units or fraction thereof to any Person who does not similarly represent, warrant and agree.\n9.2 Restrictions on Transfer of\nLimited Partnership Units.\n(a) Subject to the provisions of 9.2(b) and (c), no Limited Partner may offer, sell, assign, hypothecate,\npledge or otherwise transfer all or any portion of its Limited Partnership Units, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively,\na “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null\nand void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.\n(b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted transfer (i.e., a Transfer consented to as\ncontemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Units pursuant to this Article 9 or pursuant to a redemption of all of its Partnership Units pursuant to\nSection 8.5 or pursuant to the redemption of the Limited Partner’s Special Partnership Units pursuant to Section 8.6. Upon the permitted transfer or redemption of all of a Limited Partner’s Partnership Units, such Limited Partner\nshall cease to be a Limited Partner.\n(c) Notwithstanding Section 9.2(a) and subject to Sections 9.2(d), (e) and (f) below, a\nLimited Partner may Transfer, without the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or\nsister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons\nnamed in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.\n(d) No Limited Partner may effect a\nTransfer of its Limited Partnership Units, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Units under the Securities Act or would\notherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).\n(e) No\nTransfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of the General Partner based on the advice of legal counsel for the Partnership, if appropriate, the transfer would\nresult in the Partnership’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of the General Partner based on the advice of\nlegal counsel for the Partnership, if appropriate, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of\nthe Code, and (iii) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code.\n(f) No transfer by a Limited Partner of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within\nthe meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, without the consent of the General Partner, which may be withheld in its sole and\nabsolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem any Partnership Units in which a security interest is held\nfor cash in an amount equal to such Partner’s Capital Account allocable (in the reasonable determination of the General Partner) to such exchanged or redeemed Partnership Units, simultaneously with the time at which such lender would be deemed\nto be a Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.\n(g) Any\nTransfer in contravention of any of the provisions of this Article 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.\n(h) Prior to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall deliver to the General Partner\nsuch opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.\n9.3 Admission of\nSubstitute Limited Partner.\n(a) Subject to the other provisions of this Article 9, an assignee of the Limited Partnership Units of a\nLimited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Units) shall be deemed admitted as a Limited Partner of the Partnership only with the consent\nof the General Partner and upon the satisfactory completion of the following:\n(i) The assignee shall have accepted and agreed to be\nbound by the terms and provisions of this Agreement by executing a counterpart or an amendment thereof, including a revised Exhibit A, and such other documents or instruments as the General Partner may require in order to\neffect the admission of such Person as a Limited Partner.\n(ii) To the extent required, an amended Certificate evidencing the admission\nof such Person as a Limited Partner shall have been signed, acknowledged and filed for record in accordance with the Act.\n(iii) The\nassignee shall have delivered a letter containing the representation set forth in Section 9.1(a) hereof and the agreement set forth in Section 9.1(b) hereof.\n(iv) If the assignee is a corporation, partnership or trust, the assignee shall have provided the General Partner with evidence satisfactory\nto counsel for the Partnership of the assignee’s authority to become a Limited Partner under the terms and provisions of this Agreement.\n(v) The assignee shall have executed a power of attorney containing the terms and provisions set forth in Section 8.2 hereof.\n(vi) The assignee shall have paid all legal fees and other expenses of the Partnership and the General Partner and filing and publication\ncosts in connection with its substitution as a Limited Partner.\n(vii) The assignee has obtained the prior written consent of the General\nPartner to its admission as a Substitute Limited Partner, which consent may be given or denied in the exercise of the General Partner’s sole and absolute discretion.\n(b) For the purpose of allocating Profits and Losses and distributing cash received by the\nPartnership, a Substitute Limited Partner shall be treated as having become, and appearing in the records of the Partnership as, a Partner upon the filing of the Certificate described in Section 9.3(a)(ii) hereof or, if no such filing is required,\nthe later of the date specified in the transfer documents or the date on which the General Partner has received all necessary instruments of transfer and substitution.\n(c) The General Partner shall cooperate with the Person seeking to become a Substitute Limited Partner by preparing the documentation required\nby this Section and making all official filings and publications. The Partnership shall take all such action as promptly as practicable after the satisfaction of the conditions in this Article 9 to the admission of such Person as a Limited\nPartner of the Partnership.\n9.4 Rights of Assignees of Partnership Units.\n(a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated\nfor any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Units until the Partnership has received notice thereof.\n(b) Any Person who is the assignee of all or any portion of a Limited Partner’s Limited Partnership Units, but does not become a\nSubstitute Limited Partner and desires to make a further assignment of such Limited Partnership Units shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an\nassignment of its Limited Partnership Units.\n9.5 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner.\nThe occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner\nis incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is\nentered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such\nLimited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of its Partnership Units and to join with the assignee in\nsatisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.\n9.6 Joint Ownership of Units.\nA Partnership Unit may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are\nmarried or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Unit shall be required to constitute the action of the owners of such Partnership Unit;\nprovided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners\nunder the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Unit held in a joint tenancy with a right of survivorship, the Partnership Unit shall become owned solely by the survivor as\na Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Unit until it shall have received notice of such death. Upon notice to the General Partner from\neither owner, the General Partner shall cause the Partnership Unit to be divided into two equal Partnership Units, which shall thereafter be owned separately by each of the former owners."} +{"idx": 47, "level": 3, "span": "(a) Each Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of its Partnership\nUnits is made as a principal for its account for investment purposes only and not with a view to the resale or distribution of such Partnership Units."} +{"idx": 47, "level": 3, "span": "(b) Each Limited Partner agrees that he will not sell, assign or otherwise transfer its Partnership Units or any fraction thereof, whether\nvoluntarily or by operation of law or at judicial sale or otherwise, to any Person who does not make the representations and warranties to the General Partner set forth in Section 9.1(a) above and similarly agree not to sell, assign or transfer such\nPartnership Units or fraction thereof to any Person who does not similarly represent, warrant and agree."} +{"idx": 47, "level": 3, "span": "(a) Subject to the provisions of 9.2(b) and (c), no Limited Partner may offer, sell, assign, hypothecate,\npledge or otherwise transfer all or any portion of its Limited Partnership Units, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively,\na “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null\nand void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith."} +{"idx": 47, "level": 3, "span": "(b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted transfer (i.e., a Transfer consented to as\ncontemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Units pursuant to this Article 9 or pursuant to a redemption of all of its Partnership Units pursuant to\nSection 8.5 or pursuant to the redemption of the Limited Partner’s Special Partnership Units pursuant to Section 8.6. Upon the permitted transfer or redemption of all of a Limited Partner’s Partnership Units, such Limited Partner\nshall cease to be a Limited Partner."} +{"idx": 47, "level": 3, "span": "(c) Notwithstanding Section 9.2(a) and subject to Sections 9.2(d), (e) and (f) below, a\nLimited Partner may Transfer, without the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or\nsister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons\nnamed in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners."} +{"idx": 47, "level": 3, "span": "(d) No Limited Partner may effect a\nTransfer of its Limited Partnership Units, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Units under the Securities Act or would\notherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards)."} +{"idx": 47, "level": 3, "span": "(e) No\nTransfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of the General Partner based on the advice of legal counsel for the Partnership, if appropriate, the transfer would\nresult in the Partnership’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of the General Partner based on the advice of\nlegal counsel for the Partnership, if appropriate, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of\nthe Code, and (iii) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code."} +{"idx": 47, "level": 3, "span": "(f) No transfer by a Limited Partner of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within\nthe meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, without the consent of the General Partner, which may be withheld in its sole and\nabsolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem any Partnership Units in which a security interest is held\nfor cash in an amount equal to such Partner’s Capital Account allocable (in the reasonable determination of the General Partner) to such exchanged or redeemed Partnership Units, simultaneously with the time at which such lender would be deemed\nto be a Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code."} +{"idx": 47, "level": 3, "span": "(g) Any\nTransfer in contravention of any of the provisions of this Article 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership."} +{"idx": 47, "level": 3, "span": "(h) Prior to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall deliver to the General Partner\nsuch opinions, certificates and other documents as the General Partner shall request in connection with such Transfer."} +{"idx": 47, "level": 3, "span": "(a) Subject to the other provisions of this Article 9, an assignee of the Limited Partnership Units of a\nLimited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Units) shall be deemed admitted as a Limited Partner of the Partnership only with the consent\nof the General Partner and upon the satisfactory completion of the following:"} +{"idx": 47, "level": 4, "span": "(i) The assignee shall have accepted and agreed to be\nbound by the terms and provisions of this Agreement by executing a counterpart or an amendment thereof, including a revised Exhibit A, and such other documents or instruments as the General Partner may require in order to\neffect the admission of such Person as a Limited Partner."} +{"idx": 47, "level": 4, "span": "(ii) To the extent required, an amended Certificate evidencing the admission\nof such Person as a Limited Partner shall have been signed, acknowledged and filed for record in accordance with the Act."} +{"idx": 47, "level": 4, "span": "(iii) The\nassignee shall have delivered a letter containing the representation set forth in Section 9.1(a) hereof and the agreement set forth in Section 9.1(b) hereof."} +{"idx": 47, "level": 4, "span": "(iv) If the assignee is a corporation, partnership or trust, the assignee shall have provided the General Partner with evidence satisfactory\nto counsel for the Partnership of the assignee’s authority to become a Limited Partner under the terms and provisions of this Agreement."} +{"idx": 47, "level": 4, "span": "(v) The assignee shall have executed a power of attorney containing the terms and provisions set forth in Section 8.2 hereof."} +{"idx": 47, "level": 4, "span": "(vi) The assignee shall have paid all legal fees and other expenses of the Partnership and the General Partner and filing and publication\ncosts in connection with its substitution as a Limited Partner."} +{"idx": 47, "level": 4, "span": "(vii) The assignee has obtained the prior written consent of the General\nPartner to its admission as a Substitute Limited Partner, which consent may be given or denied in the exercise of the General Partner’s sole and absolute discretion."} +{"idx": 47, "level": 3, "span": "(b) For the purpose of allocating Profits and Losses and distributing cash received by the\nPartnership, a Substitute Limited Partner shall be treated as having become, and appearing in the records of the Partnership as, a Partner upon the filing of the Certificate described in Section 9.3(a)(ii) hereof or, if no such filing is required,\nthe later of the date specified in the transfer documents or the date on which the General Partner has received all necessary instruments of transfer and substitution."} +{"idx": 47, "level": 3, "span": "(c) The General Partner shall cooperate with the Person seeking to become a Substitute Limited Partner by preparing the documentation required\nby this Section and making all official filings and publications. The Partnership shall take all such action as promptly as practicable after the satisfaction of the conditions in this Article 9 to the admission of such Person as a Limited\nPartner of the Partnership."} +{"idx": 47, "level": 3, "span": "(a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated\nfor any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Units until the Partnership has received notice thereof."} +{"idx": 47, "level": 3, "span": "(b) Any Person who is the assignee of all or any portion of a Limited Partner’s Limited Partnership Units, but does not become a\nSubstitute Limited Partner and desires to make a further assignment of such Limited Partnership Units shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an\nassignment of its Limited Partnership Units."} +{"idx": 47, "level": 2, "span": "ARTICLE 10"} +{"idx": 47, "level": 2, "span": "BOOKS AND\nRECORDS; ACCOUNTING; TAX MATTERS\n10.1 Books and Records.\nAt all times during the continuance of the Partnership, the Partners shall keep or cause to be kept at the Partnership’s specified office\ntrue and complete books of account in accordance with generally accepted accounting principles, including: (a) a current list of the full name and last known business address of each Partner, (b) a copy of the Certificate of Limited\nPartnership and all Certificates of amendment thereto, (c) copies of the Partnership’s federal, state and local income tax returns and reports, (d) copies of this Agreement and amendments thereto and any financial statements of the\nPartnership for the three most recent years and (e) all documents and information required under the Act. Any Partner or its duly authorized representative, upon paying the costs of collection, duplication and mailing, shall be entitled to\ninspect or copy such records during ordinary business hours.\n10.2 Custody of Partnership Funds; Bank Accounts.\n(a) All funds of the Partnership not otherwise invested shall be deposited in one or more\naccounts maintained in such banking or brokerage institutions as the General Partner shall determine, and withdrawals shall be made only on such signature or signatures as the General Partner may, from time to time, determine.\n(b) All deposits and other funds not needed in the operation of the business of the Partnership may be invested by the General Partner in\ninvestment grade instruments (or investment companies whose portfolio consists primarily thereof), government obligations, certificates of deposit, bankers’ acceptances and municipal notes and bonds. The funds of the Partnership shall not\nbe commingled with the funds of any other Person except for such commingling as may necessarily result from an investment in those investment companies permitted by this Section 10.2(b).\n10.3 Fiscal and Taxable Year.\nThe fiscal and taxable year of the Partnership shall be the calendar year.\n10.4 Annual Tax Information and Report.\nWithin seventy-five (75) days after the end of each fiscal year of the Partnership, the General Partner shall furnish to each person who\nwas a Limited Partner at any time during such year the tax information necessary to file such Limited Partner’s individual tax returns as shall be reasonably required by law.\n10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments.\n(a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax\nMatters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional\nassistance in respect of any audit of the Partnership by the Internal Revenue Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf\nof the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either\n(i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or\n(ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition.\n(b) All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made by\nthe General Partner in its sole and absolute discretion.\n(c) In the event of a transfer of all or any part of the Partnership Units of\nany Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets. Each Partner will furnish the Partnership with all information\nnecessary to give effect to such election.\n(d) By executing this Agreement, each Partner authorizes and directs the Partnership to elect\nto have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “Notice”) apply to any interest in the\nPartnership transferred to a service provider by the Partnership on or after the effective date of such Revenue Procedure in connection with services provided to the Partnership. For purposes of making such Safe harbor election, the General\nPartner is hereby designated as the “partner who has responsibility for federal income tax reporting” by the Partnership and, accordingly, execution of such Safe Harbor election by the General Partner constitutes execution of a\n“Safe Harbor Election” in accordance with Section 3.03(1) of the Notice. The partnership and each Partner hereby agrees to comply with all requirements of the Safe Harbor described in the Notice, including the requirement\nthat each Partner shall prepare and file all U.S. federal income tax returns reporting the income tax effects of each Safe Harbor Partnership Unit issued by the Partnership in a manner consistent with the requirements of the Notice. A\nPartner’s obligations to comply with the requirements of this Section 10.5(d) shall survive such Partner’s ceasing to be a Partner of the Partnership and/or the termination, dissolution, liquidation and winding up of the Partnership, and,\nfor purposes of this Section 10.5(d), the Partnership shall be treated as continuing in existence. Each partner authorizes the General Partner to amend this Section 10.5(d) to the extent necessary to achieve substantially the same tax\ntreatment with respect to any interest in the Partnership transferred to a service provider by the Partnership in connection with services provided to the Partnership as set forth in Section 4 of the Notice (e.g., to reflect changes from the\nrules set forth in the Notice in subsequent Internal Revenue Service guidance); provided that such amendment is not materially adverse to such Partner (as compared with the after-tax consequences that\nwould result if the provisions of the Notice applied to all interests in the Partnership transferred to a service provider by the Partnership in connection with services provided to the Partnership). Each Limited Partner further agrees to\nexecute any forms or documents reasonably necessary to effectuate any of the foregoing provisions of this Section 10.5(d).\n10.6\nReports to Limited Partners.\n(a) As soon as practicable after the close of each fiscal year, the General Partner shall cause\nto be mailed to each Limited Partner an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year,\npresented in accordance with generally accepted accounting principles. The annual financial statements shall be audited by accountants selected by the General Partner.\n(b) Any Partner shall further have the right to a private audit of the books and records of the Partnership at the expense of such Partner,\nprovided such audit is made for Partnership purposes and is made during normal business hours."} +{"idx": 47, "level": 3, "span": "(a) All funds of the Partnership not otherwise invested shall be deposited in one or more\naccounts maintained in such banking or brokerage institutions as the General Partner shall determine, and withdrawals shall be made only on such signature or signatures as the General Partner may, from time to time, determine."} +{"idx": 47, "level": 3, "span": "(b) All deposits and other funds not needed in the operation of the business of the Partnership may be invested by the General Partner in\ninvestment grade instruments (or investment companies whose portfolio consists primarily thereof), government obligations, certificates of deposit, bankers’ acceptances and municipal notes and bonds. The funds of the Partnership shall not\nbe commingled with the funds of any other Person except for such commingling as may necessarily result from an investment in those investment companies permitted by this Section 10.2(b)."} +{"idx": 47, "level": 3, "span": "(a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code\nAs Tax\nMatters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional\nassistance in respect of any audit of the Partnership by the Internal Revenue Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf\nof the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either\n(i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or\n(ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition."} +{"idx": 47, "level": 3, "span": "(b) All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made by\nthe General Partner in its sole and absolute discretion."} +{"idx": 47, "level": 3, "span": "(c) In the event of a transfer of all or any part of the Partnership Units of\nany Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets. Each Partner will furnish the Partnership with all information\nnecessary to give effect to such election."} +{"idx": 47, "level": 3, "span": "(d) By executing this Agreement, each Partner authorizes and directs the Partnership to elect\nto have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “Notice”) apply to any interest in the\nPartnership transferred to a service provider by the Partnership on or after the effective date of such Revenue Procedure in connection with services provided to the Partnership. For purposes of making such Safe harbor election, the General\nPartner is hereby designated as the “partner who has responsibility for federal income tax reporting” by the Partnership and, accordingly, execution of such Safe Harbor election by the General Partner constitutes execution of a\n“Safe Harbor Election” in accordance with Section 3.03(1) of the Notice. The partnership and each Partner hereby agrees to comply with all requirements of the Safe Harbor described in the Notice, including the requirement\nthat each Partner shall prepare and file all U.S. federal income tax returns reporting the income tax effects of each Safe Harbor Partnership Unit issued by the Partnership in a manner consistent with the requirements of the Notice. A\nPartner’s obligations to comply with the requirements of this Section 10.5(d) shall survive such Partner’s ceasing to be a Partner of the Partnership and/or the termination, dissolution, liquidation and winding up of the Partnership, and,\nfor purposes of this Section 10.5(d), the Partnership shall be treated as continuing in existence. Each partner authorizes the General Partner to amend this Section 10.5(d) to the extent necessary to achieve substantially the same tax\ntreatment with respect to any interest in the Partnership transferred to a service provider by the Partnership in connection with services provided to the Partnership as set forth in Section 4 of the Notice (e.g., to reflect changes from the\nrules set forth in the Notice in subsequent Internal Revenue Service guidance); provided that such amendment is not materially adverse to such Partner (as compared with the after-tax consequences that\nwould result if the provisions of the Notice applied to all interests in the Partnership transferred to a service provider by the Partnership in connection with services provided to the Partnership). Each Limited Partner further agrees to\nexecute any forms or documents reasonably necessary to effectuate any of the foregoing provisions of this Section 10.5(d)."} +{"idx": 47, "level": 3, "span": "(a) As soon as practicable after the close of each fiscal year, the General Partner shall cause\nto be mailed to each Limited Partner an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year,\npresented in accordance with generally accepted accounting principles. The annual financial statements shall be audited by accountants selected by the General Partner."} +{"idx": 47, "level": 3, "span": "(b) Any Partner shall further have the right to a private audit of the books and records of the Partnership at the expense of such Partner,\nprovided such audit is made for Partnership purposes and is made during normal business hours."} +{"idx": 47, "level": 2, "span": "ARTICLE 11"} +{"idx": 47, "level": 1, "span": "AMENDMENT OF AGREEMENT\nThe General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the\nLimited Partners, may amend this Agreement in any respect; provided, however, that the following amendments shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:\n(a) any amendment affecting the operation of the redemption right or conversion right set forth in Section 8.5 in a manner adverse to the\nLimited Partners;\n(b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable\nto them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.2 hereof;\n(c) any\namendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.2 hereof; or\n(d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership."} +{"idx": 47, "level": 4, "span": "(a) any amendment affecting the operation of the redemption right or conversion right set forth in Section 8.5 in a manner adverse to the\nLimited Partners;"} +{"idx": 47, "level": 4, "span": "(b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable\nto them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.2 hereof;"} +{"idx": 47, "level": 4, "span": "(c) any\namendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.2 hereof; or"} +{"idx": 47, "level": 4, "span": "(d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership."} +{"idx": 47, "level": 2, "span": "ARTICLE 12"} +{"idx": 47, "level": 2, "span": "GENERAL\nPROVISIONS\n12.1 Notices.\nAll communications required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered\npersonally or upon deposit in the United States mail, registered, postage prepaid return receipt requested, to the Partners at the addresses set forth in Exhibit A attached hereto; provided, however, that any Partner may\nspecify a different address by notifying the General Partner in writing of such different address. Notices to the Partnership shall be delivered at or mailed to its specified office.\n12.2 Survival of Rights.\nSubject to the provisions hereof limiting transfers, this Agreement shall be binding upon and inure to the benefit of the Partners and the\nPartnership and their respective legal representatives, successors, transferees and assigns.\n12.3 Additional Documents.\nEach Partner agrees to perform all further acts and execute, swear to, acknowledge and deliver all further documents which may be reasonable,\nnecessary, appropriate or desirable to carry out the provisions of this Agreement or the Act.\n12.4 Severability.\nIf any provision of this Agreement shall be declared illegal, invalid, or unenforceable in any jurisdiction, then such provision shall be\ndeemed to be severable from this Agreement (to the extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof.\n12.5 Entire Agreement.\nThis\nAgreement and exhibits attached hereto constitute the entire Agreement of the Partners and supersede all prior written agreements and prior and contemporaneous oral agreements, understandings and negotiations with respect to the subject matter\nhereof.\n12.6 Pronouns and Plurals.\nWhen the context in which words are used in the Agreement indicates that such is the intent, words in the singular number shall include the\nplural and the masculine gender shall include the neuter or female gender as the context may require.\n12.7 Headings.\nThe Article headings or sections in this Agreement are for convenience only and shall not be used in construing the scope of this Agreement or\nany particular Article.\n12.8 Counterparts.\nThis Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall\nconstitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart.\n12.9 Governing Law.\nThis\nAgreement shall be governed by and construed in accordance with the laws of the State of Delaware; provided, however, that any cause of action for violation of federal or state securities laws shall not be governed by this Section 12.9."} +{"idx": 47, "level": 2, "span": "[Remainder of page intentionally left blank]"} +{"idx": 47, "level": 1, "span": "EXHIBIT A"} +{"idx": 47, "level": 2, "span": "CONTRIBUTIONS & INTERESTS"} +{"idx": 47, "level": 4, "span": "As of March 23, 2017"} +{"idx": 47, "level": 5, "span": "A-1"} +{"idx": 47, "level": 1, "span": "EXHIBIT B"} +{"idx": 47, "level": 2, "span": "NOTICE OF EXERCISE OF REDEMPTION RIGHT"} +{"idx": 47, "level": 4, "span": "B-1"} +{"idx": 47, "level": 1, "span": "EXHIBIT C"} +{"idx": 47, "level": 2, "span": "NOTICE OF ELECTION BY PARTNER TO CONVERT LTIP UNITS INTO LIMITED PARTNERSHIP UNITS"} +{"idx": 47, "level": 4, "span": "C-1"} +{"idx": 47, "level": 1, "span": "EXHIBIT D"} +{"idx": 47, "level": 2, "span": "NOTICE OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION OF"} +{"idx": 47, "level": 2, "span": "LTIP UNITS INTO LIMITED PARTNERSHIP UNITS"} +{"idx": 47, "level": 4, "span": "D-1"} diff --git a/data/auto_parse/level_freeze/frozen/idx_48.jsonl b/data/auto_parse/level_freeze/frozen/idx_48.jsonl new file mode 100644 index 0000000..6899ff8 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_48.jsonl @@ -0,0 +1,6 @@ +{"idx": 48, "level": 1, "span": "Form of Mylan N.V."} +{"idx": 48, "level": 1, "span": "One-Time Special Five-Year Performance-Based Realizable Value Incentive Program"} +{"idx": 48, "level": 0, "span": "Performance-Based Restricted Stock Unit Award Agreement"} +{"idx": 48, "level": 1, "span": "[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]\nThis Award Agreement is executed on behalf of the Company and the Participant, effective as of the Grant Date set forth above."} +{"idx": 48, "level": 1, "span": "EXHIBIT A"} +{"idx": 48, "level": 2, "span": "Applicable Multipliers"} diff --git a/data/auto_parse/level_freeze/frozen/idx_49.jsonl b/data/auto_parse/level_freeze/frozen/idx_49.jsonl new file mode 100644 index 0000000..294b769 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_49.jsonl @@ -0,0 +1,6 @@ +{"idx": 49, "level": 1, "span": "HOSTESS BRANDS, INC."} +{"idx": 49, "level": 0, "span": "RESTRICTED STOCK UNIT AGREEMENT"} +{"idx": 49, "level": 1, "span": "Cover Sheet"} +{"idx": 49, "level": 1, "span": "HOSTESS BRANDS, INC.\nBy:________________________\nName:\nTitle:"} +{"idx": 49, "level": 1, "span": "HOSTESS BRANDS, INC."} +{"idx": 49, "level": 1, "span": "By signing the Cover Sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan and evidence your acceptance of the powers of the Committee of the Board of Directors of the Company that administers the Plan."} diff --git a/data/auto_parse/level_freeze/frozen/idx_50.jsonl b/data/auto_parse/level_freeze/frozen/idx_50.jsonl new file mode 100644 index 0000000..05a439c --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_50.jsonl @@ -0,0 +1,106 @@ +{"idx": 50, "level": 1, "span": "FIRST AMENDED AND RESTATED"} +{"idx": 50, "level": 1, "span": "LIMITED LIABILITY COMPANY AGREEMENT"} +{"idx": 50, "level": 1, "span": "OF"} +{"idx": 50, "level": 1, "span": "ROSEHILL OPERATING\nCOMPANY, LLC"} +{"idx": 50, "level": 1, "span": "DATED AS OF APRIL 27, 2017"} +{"idx": 50, "level": 1, "span": "THE LIMITED LIABILITY COMPANY INTERESTS IN ROSEHILL OPERATING COMPANY, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE\nSECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR\nINVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES\nLAWS; (II) THE TERMS AND CONDITIONS OF THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THE LIMITED LIABILITY\nCOMPANY INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, AND ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BY THE MANAGING MEMBER AND THE\nAPPLICABLE MEMBER. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH LIMITED LIABILITY COMPANY INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME."} +{"idx": 50, "level": 1, "span": "Table of Contents"} +{"idx": 50, "level": 1, "span": "FIRST AMENDED AND RESTATED"} +{"idx": 50, "level": 1, "span": "LIMITED LIABILITY COMPANY AGREEMENT"} +{"idx": 50, "level": 1, "span": "OF"} +{"idx": 50, "level": 0, "span": "ROSEHILL OPERATING\nCOMPANY, LLC\nThis FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to\ntime, this “Agreement”) is entered into as of April 27, 2017, by and among Rosehill Operating Company, LLC, a Delaware limited liability company (the “Company”), and each other Person who is or at any time\nbecomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1."} +{"idx": 50, "level": 1, "span": "RECITALS"} +{"idx": 50, "level": 1, "span": "WHEREAS,\nthe Company was formed pursuant to a Certificate of Formation filed in the office of the Secretary of State of the State of Delaware on January 6, 2017 and is currently governed by the Limited Liability Company Agreement of the Company dated as\nof January 6, 2017 (the “Existing LLC Agreement\n”); "} +{"idx": 50, "level": 1, "span": "WHEREAS, Rosehill Resources Inc. (formerly KLR\nEnergy Acquisition Corp.), a Delaware corporation (“Rosehill”), and Tema Oil and Gas Company, a Maryland corporation (“Tema”), have entered into a Business Combination Agreement dated December 20, 2016 (the\n“Combination Agreement\n”), which contemplates that Tema will contribute certain assets to the Company subject to certain liabilities in exchange for Units; "} +{"idx": 50, "level": 1, "span": "WHEREAS\n, pursuant to the Combination Agreement, Rosehill is contributing all of its assets, including the net proceeds of its initial\npublic offering and the Equity Financing (as defined in the Combination Agreement) to the Company and issuing and contributing shares of its Class B Common Stock (as defined below) to the Company in exchange for (x) a number of Common Units\nequal to the number of shares of Class A Common Stock (as defined below) and (y) a number of Series A Preferred Units equal to the number of shares of Series A Preferred Stock (as defined below), in each case outstanding immediately prior\nto the consummation of the transactions contemplated by the Combination Agreement; "} +{"idx": 50, "level": 1, "span": "WHEREAS\n, pursuant to the Combination Agreement,\nRosehill is issuing and contributing the Tema Warrants to the Company in exchange for a number of Warrants equal to the number of Tema Warrants; "} +{"idx": 50, "level": 1, "span": "WHEREAS\n, pursuant to the Combination Agreement, the Company will distribute cash, all of its shares of Class B Common Stock and the\nTema Warrants (as defined below) to Tema in redemption of a certain number of Common Units; "} +{"idx": 50, "level": 1, "span": "WHEREAS\n, each Common Unit (other than\nany Common Unit held by Rosehill) may be redeemed, at the election of the holder of such Common Unit (together with the transfer and surrender by such holder of one share of Class B Common Stock), for one share of Class A Common Stock in\naccordance with the terms and conditions of this Agreement; "} +{"idx": 50, "level": 1, "span": "WHEREAS, the Members of the Company desire that Rosehill become the sole managing Member\nof the Company (in its capacity as managing Member, the “Managing Member\n”); "} +{"idx": 50, "level": 1, "span": "WHEREAS\n, the Members of the Company\ndesire to amend and restate the Existing LLC Agreement; and "} +{"idx": 50, "level": 1, "span": "WHEREAS\n, this Agreement shall supersede the Existing LLC Agreement in\nits entirety as of the date hereof. "} +{"idx": 50, "level": 1, "span": "NOW THEREFORE\n, in consideration of the mutual covenants and agreements contained herein, and\nother good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows: "} +{"idx": 50, "level": 2, "span": "ARTICLE I"} +{"idx": 50, "level": 2, "span": "DEFINITIONS\nSection 1.1 Definitions. As used in this Agreement and the Schedules and Exhibits attached to this Agreement, the\nfollowing definitions shall apply:\n“Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et\nseq., as amended from time to time (or any corresponding provisions of succeeding law).\n“Action” means any claim,\naction, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.\n“Adjusted Basis”\nhas the meaning given such term in Section 1011 of the Code.\n“Adjusted Capital Account Deficit” means the deficit\nbalance, if any, in such Member’s Capital Account at the end of any Fiscal Year or other taxable period, with the following adjustments:"} +{"idx": 50, "level": 2, "span": "credit to such Capital Account any amount that such Member is obligated to restore under Treasury Regulations Section 1.704-1(b)(2)(ii)(c), as well as any addition thereto pursuant to the next to last\nsentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) after taking into account thereunder any changes during such year in Company Minimum Gain and Member Minimum Gain; and"} +{"idx": 50, "level": 2, "span": "debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).\nThis definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)\nand shall be interpreted consistently therewith.\n“Affiliate” means, with respect to any Person, any other Person that directly or\nindirectly controls, is controlled by, or is under common control with, such Person. For these purposes, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of\nsuch Person, whether through the ownership of voting securities, by contract or otherwise; provided that, for purposes of this Agreement, (i) no Member shall be deemed an Affiliate of the Company or any of its Subsidiaries and\n(ii) none of the Company or any of its Subsidiaries shall be deemed an Affiliate of any Member.\n“After-Tax TRA\nPayments” means, at any date of determination, with respect to a Member that has received payments under the Tax Receivable Agreement, the excess of (i) the aggregate payments received by such Member pursuant to the Tax Receivable\nAgreement at such time, over (ii) the cumulative amount of federal, state and local income taxes payable with respect to such payments, determined taking into account the character of income or gain applicable to such payments and assuming the\nMember is subject to tax at the Assumed Tax Rate.\n“Agreement” is defined in the preamble.\n“Assumed Tax Liability” means, with respect to any Member at any Tax Advance Date, an amount equal to the cumulative amount\nof federal, state and local income taxes (including any applicable estimated taxes), determined taking into account the character of income and loss allocated as it affects the Assumed Tax Rate, that the Managing Member estimates would be due from\nsuch Member as of the relevant Tax Advance Date, (i) assuming such Member were an individual who earned solely the items of income, gain, deduction, loss, and/or credit allocated to such Member pursuant to Article V, (ii) taking\ninto account items determined at the Member level with respect to Depletable Properties owned by the Company, as if such items were allocated at the Company level and using the cost depletion method, (iii) after taking proper account of loss\ncarryforwards available to individual taxpayers resulting from losses allocated to the Members by the Company, to the extent not taken into account in prior periods, and (iv) assuming that such Member is subject to tax at the Assumed Tax Rate.\nThe Managing Member shall reasonably determine the Assumed Tax Liability for each Member based on such assumptions as the Managing Member deems necessary.\n“Assumed Tax Rate” means, for any taxable year, the sum of the highest marginal effective rate of federal, state, and local\nincome tax applicable to any direct, or in the case of ownership through an entity classified as a partnership or disregarded entity for federal income tax purposes, indirect owner of a Member (other than Rosehill) (including any tax rate imposed\nunder Section 1411 of the Code) determined by applying the rates applicable to ordinary income (in cases where taxes are being determined on ordinary income allocated to a Member) and capital gains (in cases where taxes are being determined on\ncapital gains allocated to a Member), and excluding any deduction of state and local income taxes in computing a Member’s liability for federal income tax. The Managing Member shall consult in good faith with each other Member to determine the\nAssumed Tax Rate for such Member for any taxable year.\n“beneficially own” and “beneficial owner” shall\nbe as defined in Rule 13d-3 of the rules promulgated under the Exchange Act.\n“Bipartisan Budget Act of 2015” means Title XI of the Bipartisan Budget Act of\n2015, as may be amended from time to time (or any corresponding provisions of succeeding law), and any related provisions of law, including court decisions, regulations and administrative guidance.\n“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law\nto be closed in the City of New York.\n“Call Election Notice” is defined in Section 4.6(f)(ii).\n“Call Right” has the meaning set forth in Section 4.6(f)(i).\n“Capital Account” means, with respect to any Member, the Capital Account maintained for such Member in accordance with\nSection 4.4.\n“Capital Contribution” means, with respect to any Member, the amount of cash and the initial\nGross Asset Value of any property (other than cash) contributed to the Company by such Member. Any reference to the Capital Contribution of a Member will include any Capital Contributions made by a predecessor holder of such Member’s Units to\nthe extent that such Capital Contribution was made in respect of Units Transferred to such Member.\n“Cash Election” is\ndefined in Section 4.6(a)(iv).\n“Cash Election Amount” means with respect to a particular Exchange on any\nExchange Date, an amount of cash equal to the number of shares of Class A Common Stock that would be received in such Exchange, multiplied by the Class A VWAP Price.\n“Class A Common Stock” means, as applicable, (i) the Class A Common Stock, par value $0.001 per share, of Rosehill\nor (ii) following any consolidation, merger, reclassification or other similar event involving Rosehill, any shares or other securities of Rosehill or any other Person or cash or other property that become payable in consideration for the\nClass A Common Stock or into which the Class A Common Stock is exchanged or converted as a result of such consolidation, merger, reclassification or other similar event.\n“Class A VWAP Price” means the (i) the volume weighted average price of a share of Class A Common Stock for the 20\ntrading days ending on and including the trading day prior to the Exchange Notice Date, as reported by Bloomberg, L.P., or its successor, or (ii) in the event the shares of Class A Common Stock are not then publicly traded, the value, as\nreasonably determined by the Managing Member in good faith, that would be obtained in an arm’s length transaction for cash between an informed and willing buyer and an informed and willing seller, neither of whom is under any compulsion to\npurchase or sell, respectively, and without regard to the particular circumstances of the buyer or seller.\n“Class B Common\nStock” means, as applicable, (i) the Class B Common Stock, par value $0.001 per share, of Rosehill or (ii) following any consolidation, merger, reclassification or other similar event involving Rosehill, any shares or other\nsecurities of Rosehill or any other Person or cash or other property that become payable in consideration for the Class B Common Stock or into which the Class B Common Stock is exchanged or converted as a result of such consolidation, merger,\nreclassification or other similar event.\n“Closing Date Capital Account Balance” means, with respect to any Member, the\npositive Capital Account balance of such Member as of the date hereof, the amount or deemed value of which is set forth on Exhibit A as determined immediately following the contributions and distributions from and to the Members,\nrespectively, pursuant to the Combination Agreement.\n“Code” means the United States Internal Revenue Code of 1986, as\namended from time to time (or any corresponding provisions of succeeding law).\n“Combination Agreement” is defined in the\nRecitals.\n“Commission” means the U.S. Securities and Exchange Commission.\n“Common Units” has the meaning set forth in Section 4.1(b).\n“Company” is defined in the preamble to this Agreement.\n“Company Minimum Gain” has the meaning of “partnership minimum gain” set forth in Treasury Regulations Sections\n1.704-2(b)(2) and 1.704-2(d). It is further understood that Company Minimum Gain shall be determined in a manner consistent with the rules of Treasury Regulations Section 1.704-2(b)(2), including the requirement that if the adjusted Gross Asset\nValue of property subject to one or more Nonrecourse Liabilities differs from its adjusted tax basis, Company Minimum Gain shall be determined with reference to such Gross Asset Value.\n“Company Representative” has the meaning assigned to the term “partnership representative” in Section 6223 of\nthe Code and any Treasury Regulations or other administrative or judicial pronouncements promulgated thereunder and as appointed in Section 10.4.\n“Consolidated Group” has the meaning set forth in in Section 5.6(a).\n“Contract” means any written agreement, contract, lease, sublease, license, sublicense, obligation, promise or undertaking.\n“control” (including the terms “controlled by” and “under common control with”), with respect to the\nrelationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether\nthrough the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.\n“Debt Securities” means, with respect to Rosehill, any and all debt instruments or debt securities that are not convertible\nor exchangeable into Equity Securities of Rosehill.\n“Depletable Property” means each separate oil and gas property as\ndefined in Code Section 614.\n“Depreciation” means, for each Fiscal Year or other taxable period, an amount\nequal to the depreciation, amortization, or other cost recovery deduction (excluding depletion) allowable with respect to an asset for such Fiscal Year or other taxable period, except that (a) with respect to any such property the Gross Asset\nValue of which differs from its Adjusted Basis for U.S. federal income tax purposes and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulations Section 1.704-3(d), Depreciation for such\nFiscal Year or other taxable period shall be the amount of book basis recovered for such Fiscal Year or other taxable period under the rules prescribed by Treasury Regulations Section 1.704-3(d)(2), and (b) with respect to any other such\nproperty the Gross Asset Value of which differs from its Adjusted Basis for U.S. federal income tax purposes at the beginning of such Fiscal Year or other taxable period, Depreciation shall be an amount which bears the same ratio to such beginning\nGross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year or other taxable period bears to such beginning Adjusted Basis; provided, however, that if the Adjusted Basis for U.S.\nfederal income tax purposes of an asset at the beginning of such Fiscal Year or other taxable period is zero, Depreciation with respect to such asset shall be determined with reference to such beginning Gross Asset Value using any reasonable method\nselected by the Tax Matters Member.\n“DGCL” means the General Corporation Law of the State of Delaware, as amended from\ntime to time (or any corresponding provisions of succeeding law).\n“Discount” has the meaning set forth in\nSection 7.9.\n“Effective Time” means the time of the Closing (as defined in the Combination Agreement).\n“Equity Securities” means (a) with respect to a partnership, limited liability company or similar Person, any and all\nunits, interests, rights to purchase, warrants, options or other equivalents of, or other ownership interests in, any such Person as well as debt or equity instruments convertible, exchangeable or exercisable into any such units, interests, rights\nor other ownership interests and (b) with respect to a corporation, any and all shares, interests, participation or other equivalents (however designated) of corporate stock, including all common stock and preferred stock, or warrants, options\nor other rights to acquire any of the foregoing, including any debt instrument convertible or exchangeable into any of the foregoing.\n“Exchange Act” means the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, as the same\nmay be amended from time to time (or any corresponding provisions of succeeding law).\n“Exchange” has the meaning set\nforth in Section 4.6(a)(i).\n“Exchange Date” means (i) (x) if the Company has not made a valid Cash\nElection with respect to the relevant Exchange, the date that is three (3) Business Days after the Exchange Notice Date or (y) if the Company has made a valid Cash Election with respect to the relevant Exchange, the date that is the first\nBusiness Day on which the Company has available funds to pay the Cash Election Amount (but in any event no more than 10 days after the Exchange Notice Date), or (ii) such later date specified in or pursuant to the Exchange Notice.\n“Exchange Notice” is defined in Section 4.6(a)(iii).\n“Exchange Notice Date” is defined in Section 4.6(a)(iii).\n“Exchanging Member” is defined in Section 4.6(a)(ii).\n“Existing LLC Agreement” is defined in the recitals to this Agreement.\n“Fair Market Value” means the fair market value of any property as determined in good faith by the Managing Member after\ntaking into account such factors as the Managing Member shall reasonably deem appropriate.\n“Fiscal Year” means the\nfiscal year of the Company, which shall end on December 31 of each calendar year unless, for U.S. federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for U.S. federal income tax purposes and\nfor accounting purposes.\n“GAAP” means U.S. generally acceptable accounting principles at the time.\n“Good Faith” means a Person having acted in good faith and in a manner such person reasonably believed to be in or not\nopposed to the best interests of the Company, and, with respect to a criminal proceeding, having had no reasonable cause to believe such Person’s conduct was unlawful.\n“Governmental Entity” means any federal, national, supranational, state, provincial, local, foreign or other government,\ngovernmental, stock exchange, regulatory, self-regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.\n“Gross Asset Value” means, with respect to any asset, the asset’s Adjusted Basis for U.S. federal income tax purposes,\nexcept as follows:\nthe initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross Fair Market Value of such asset as of the date of such contribution;"} +{"idx": 50, "level": 3, "span": "the Gross Asset Values of all Company assets shall be adjusted to equal their respective gross Fair Market Values\nas of the following times: (i) the acquisition of an interest (or additional interest) in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution (including any Series A Preferred Units\nissued/distributed to Rosehill with respect to Series A Preferred Units pursuant to Section 6.1(a)(i)) to the Company or in exchange for the performance of more than a de minimis amount of services to or for the benefit of the\nCompany; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration for an interest in the Company; (iii) the liquidation of the Company within the meaning of Treasury\nRegulations Section 1.704-1(b)(2)(ii)(g)(1) (other than pursuant to Code Section 708(b)(1)(B)), (iv) the acquisition of an interest in the Company by any"} +{"idx": 50, "level": 2, "span": "new or existing Member upon the exercise of a noncompensatory option in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(s); or (v) any other event to the extent\ndetermined by the Managing Member to be permitted and necessary or appropriate to properly reflect Gross Asset Values in accordance with the standards set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(q); provided, however,\nthat adjustments pursuant to clauses (i), (ii) and (iv) above shall be made only if the Managing Member reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in\nthe Company. If any noncompensatory options are outstanding upon the occurrence of an event described in this paragraph (b)(i) through (b)(v), the Company shall adjust the Gross Asset Values of its properties in accordance with Treasury Regulations\nSections 1.704-1(b)(2)(iv)(f)(1) and 1.704-1(b)(2)(iv)(h)(2);\n(c)the Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross Fair Market Value of such asset on the date of such distribution;\n(d)the Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the Adjusted Basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to\nthe extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and subsection (g) in the definition of “Profits” or\n“Losses” below or Section 5.2(h); provided, however, that the Gross Asset Value of a Company asset shall not be adjusted pursuant to this subsection to the extent the Managing Member determines that an adjustment\npursuant to subsection (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection (d); and\n(e)if the Gross Asset Value of a Company asset has been determined or adjusted pursuant to subsections (a), (b) or (d) of this definition of Gross Asset Value, such Gross Asset Value shall\nthereafter be adjusted by the Depreciation and Simulated Depletion taken into account with respect to such asset for purposes of computing Profits, Losses and other items allocated pursuant to Article V.\n“Indebtedness” means (a) all indebtedness for borrowed money (including capitalized lease obligations, sale-leaseback\ntransactions or other similar transactions, however evidenced), (b) any other indebtedness that is evidenced by a note, bond, debenture, draft or similar instrument, (c) notes payable and (d) lines of credit and any other agreements\nrelating to the borrowing of money or extension of credit.\n“Interest” means the entire interest of a Member in the\nCompany, including the Units and all of such Member’s rights, powers and privileges under this Agreement and the Act.\n“Law” means any federal, national, supranational, state, provincial, local or\nsimilar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).\n“Legal\nAction” is defined in Section 12.7.\n“Liability” means any liability or obligation, whether known or\nunknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and whether due or to become due, regardless of when asserted."} +{"idx": 50, "level": 3, "span": "“Liquidating Events\n” is defined in Section 11.1. \n“Managing Member” is defined in the recitals to this Agreement.\n“Member” means any Person that executes this Agreement as a Member, and any other Person admitted to the Company as an\nadditional or substituted Member, that has not made a disposition of such Person’s entire Interest.\n“Member Minimum\nGain” has the meaning ascribed to “partner nonrecourse debt minimum gain” set forth in Treasury Regulations Section 1.704-2(i). It is further understood that the determination of Member Minimum Gain and the net increase or\ndecrease in Member Minimum Gain shall be made in the same manner as required for such determination of Company Minimum Gain under Treasury Regulations Sections 1.704-2(d) and -2(g)(3).\n“Member Nonrecourse Debt” has the meaning of “partner nonrecourse debt” set forth in Treasury Regulations\nSection 1.704-2(b)(4).\n“Member Nonrecourse Deductions” has the meaning of “partner nonrecourse\ndeductions” set forth in Treasury Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).\n“National Securities\nExchange” means an exchange registered with the Commission under the Exchange Act.\n“Nonrecourse Deductions” has\nthe meaning assigned that term in Treasury Regulations Section 1.704-2(b).\n“Nonrecourse Liability” is defined in\nTreasury Regulations Section 1.704-2(b)(3).\n“Officer” means each Person appointed as an officer of the Company\npursuant to and in accordance with the provisions of Section 7.2.\n“Permitted Transferee” means, with respect\nto any Member, (a) any Affiliate of such Member; (b) any partner, shareholder or member of such Member, (b) any successor entity of such Member; (c) a trust established by or for the benefit of a Member of which only such Member\nand his or her immediate family members are beneficiaries; (d) any Person established for the benefit of, and beneficially owned solely by, an entity Member or the sole individual direct or indirect owner of an entity Member; and (e) upon\nan individual Member’s death, an executor, administrator or beneficiary of the estate of the deceased Member.\n“Person” means any individual, partnership, firm, corporation, limited liability\ncompany, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.\n“Plan Asset Regulations” means the regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510\nof Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations as the same may be amended from time to time."} +{"idx": 50, "level": 3, "span": "“President and Chief Executive Officer\n” is defined in Section 7.2(b). \n“Prime Rate” means, on any date of determination, a rate per annum equal to the rate of interest most recently published by\nThe Wall Street Journal as the “prime rate” at large U.S. money center banks.\n“Proceeding” is defined in\nSection 7.4.\n“Profits” or “Losses” means, for each Fiscal Year or other taxable period, an\namount equal to the Company’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to\nCode Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):\nany income or gain of the Company that is exempt from U.S. federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;"} +{"idx": 50, "level": 2, "span": "any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not\notherwise taken into account in computing Profits or Losses, shall be subtracted from such taxable income or loss;\n(c)in the event the Gross Asset Value of any Company asset is adjusted pursuant to subsections (b) or (c) of the definition of Gross Asset Value above, the amount of such adjustment shall be treated\nas an item of gain (if the adjustment increases the Gross Asset Value of the Company asset) or an item of loss (if the adjustment decreases the Gross Asset Value of the Company asset) from the disposition of such asset and shall, except to the\nextent allocated pursuant to Section 5.2, be taken into account for purposes of computing Profits or Losses;\n(d)gain or loss resulting from any disposition of Company assets (other than Depletable Property) with respect to which gain or loss is recognized for U.S. federal income tax purposes shall be computed with reference to\nthe Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;\n(e)Gain resulting from any disposition of a Depletable Property with respect to which gain is recognized for U.S. federal income tax purposes shall be treated as being equal to the corresponding Simulated Gain;\n(f)in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation;\n(g)to the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account\nin determining Capital Account balances as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of\nthe asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and\n(h)any items of income, gain, loss or deduction which are specifically allocated pursuant to Section 5.1(a) or the provisions of Section 5.2 shall not be taken into account in computing Profits or\nLosses for any taxable year, but such items available to be specially allocated pursuant to Section 5.1(a) and Section 5.2 will be determined by applying rules analogous to those set forth in subparagraphs (a) through\n(g) above.\n“Property” means all real and personal property owned by the Company from time to time,\nincluding both tangible and intangible property.\n“Reclassification Event” means any of the following: (i) any\nreclassification or recapitalization of Rosehill Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination or any transaction subject to\nSection 4.1(g)), (ii) any merger, consolidation or other combination involving Rosehill, or (iii) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of Rosehill to any other\nPerson, in each of clauses (i), (ii) or (iii), as a result of which holders of Rosehill Common Stock shall be entitled to receive cash, securities or other property for their shares of Rosehill Common Stock.\n“Regulatory Allocations” is defined in Section 5.2(j).\n“Reporting Member” has the meaning set forth in in Section 5.6(a).\n“Retraction Notice” is defined in Section 4.6(b)(i). \n“Rosehill” is defined in the recitals to this Agreement.\n“Rosehill Common Stock” means all classes and series of common stock of the Managing Member, including the Class A\nCommon Stock and the Class B Common Stock.\n“Rosehill Offer” is defined in Section 4.6(g).\n“Rosehill Stock” means the Rosehill Common Stock, together with any other stock of Rosehill, including the Series A Preferred\nStock.\n“Securities Act” means the Securities Act of 1933, and the rules and regulations\npromulgated thereunder, as the same may be amended from time to time (or any corresponding provisions of succeeding law).\n“Series\nA Preferred Stock” means, as applicable, the 8.0% Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.0001 per share, of Rosehill.\n“Series A Preferred Units” has the meaning set forth in Section 4.1(b).\n“Simulated Basis” means the Gross Asset Value of any Depletable Property.\n“Simulated Depletion” means, with respect to each Depletable Property, a depletion allowance computed in accordance with U.S.\nfederal income tax principles (as if the Simulated Basis of the property were its Adjusted Basis) using the cost depletion method in the manner specified in Treasury Regulations Section 1.704-1(b)(2)(iv)(k)(2). For purposes of computing\nSimulated Depletion with respect to any Depletable Property, the Simulated Basis of such property shall be deemed to be the Gross Asset Value of such property, and in no event shall such allowance, in the aggregate, exceed such Simulated Basis.\n“Simulated Gain” means the amount of gain realized from the sale or other disposition of Depletable Property as calculated in\nTreasury Regulations Section 1.704-1(b)(2)(iv)(k)(2).\n“Simulated Loss” means the amount of loss realized\nfrom the sale or other disposition of Depletable Property as calculated in Treasury Regulations Section 1.704-1(b)(2)(iv)(k)(2).\n“Subsidiary” means, with respect to any specified Person, any other Person with respect to which such specified Person\n(a) has, directly or indirectly, the power, through the ownership of securities or otherwise, to elect a majority of directors or similar managing body or (b) beneficially owns, directly or indirectly, a majority of such Person’s\nEquity Securities.\n“Tax Advance” has the meaning set forth in Section 6.2(b).\n“Tax Advance Date” means any date that is two business days prior to the date on which estimated federal income tax payments\nare required to be made by individual taxpayers and the due date for federal income tax returns of individual taxpayers (without regard to extensions).\n“Tax Matters Member” means the “tax matters partner” as defined in Code Section 6231(a)(7) and as appointed in\nSection 10.4.\n“Tax Receivable Agreement” means the Tax Receivable Agreement dated as of April 27, 2017\nby and among Rosehill, Tema and the Agent as set forth thereunder and any similar agreement entered into by Rosehill after the date hereof.\n“Tax Return Preparer” has the meaning provided in Section 10.3(d).\n“Tax Returns” has the meaning provided in Section 10.3(a).\n“Tema” has the meaning set forth in the Recitals.\n“Tema Warrants” is defined in Section 3.1(c).\n“Transfer” means, as a noun, any voluntary or involuntary, direct or indirect (whether through a change of control of the\nTransferor or any Person that controls the Transferor, the issuance or transfer of Equity Securities of the Transferor, by operation of law or otherwise), transfer, sale, pledge or hypothecation or other disposition and, as a verb, voluntarily or\ninvoluntarily, directly or indirectly (whether through a change of control of the Transferor or any Person that controls the Transferor, the issuance or transfer of Equity Securities of the Transferor or any Person that controls the Transferor, by\noperation of law or otherwise), to transfer, sell, pledge or hypothecate or otherwise dispose of. The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have the\ncorrelative meanings.\n“Transfer Agent” is defined in Section 4.6(a)(iii).\n“Treasury Regulations” means pronouncements, as amended from time to time, or their successor pronouncements, which clarify,\ninterpret and apply the provisions of the Code, and which are designated as “Treasury Regulations” by the United States Department of the Treasury.\n“Units” means the units issued hereunder, including the Common Units and the Series A Preferred Units, and shall also include\nany equity security issued in respect of or in exchange for such units, whether by way of dividend or other distribution, split, recapitalization, merger, rollup transaction, consolidation, conversion or reorganization.\n“Unpaid Excess Cash Amount” shall mean the total amount of any unpaid excess cash payment amounts excused from payment as a\ndividend on Series A Preferred Stock as a result of restrictions in any financing agreements or other third party agreement to which the Company is a party or legal requirement set forth in the Certificate of Designation for the Series A Preferred\nStock.\n“Warrants” has the meaning set forth in in Section 3.1(f).\n“Winding-Up Member” is defined in Section 11.3(a).\nSection 1.2 Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless\nthe context otherwise requires:"} +{"idx": 50, "level": 3, "span": "the terms defined in Section 1.1 are applicable to the singular as well as the plural forms of such terms;\nall accounting terms not otherwise defined herein have the meanings assigned under GAAP;\n(c)all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars;\n(d)when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;\n(e)whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”;\n(f)“or” is not exclusive;\n(g)pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms; and\n(h)the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this\nAgreement."} +{"idx": 50, "level": 2, "span": "ARTICLE II"} +{"idx": 50, "level": 2, "span": "ORGANIZATION OF THE LIMITED LIABILITY COMPANY\nSection 2.1 Formation. The Company has been formed as a limited liability company subject to the provisions of the Act upon\nthe terms, provisions and conditions set forth in this Agreement.\nSection 2.2 Filing. The Company’s Certificate\nof Formation has been filed with the Secretary of State of the State of Delaware in accordance with the Act. The Members shall execute such further documents (including amendments to such Certificate of Formation) and take such further action as is\nappropriate to comply with the requirements of Law for the formation or operation of a limited liability company in Delaware and in all states and counties where the Company may conduct its business.\nSection 2.3 Name. The name of the Company is “Rosehill Operating Company, LLC” and all business of the Company\nshall be conducted in such name or, in the discretion of the Managing Member, under any other name.\nSection 2.4 Registered\nOffice; Registered Agent. The location of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, or at such other place as the Managing Member from time to time may select. The name\nand address for service of process on the Company in the State of Delaware are United Corporate Services, Inc., 874 Walker Road, Suite C, Dover, Delaware 19904, Kent County, or such other qualified Person as the Managing Member may designate from\ntime to time and its business address.\nSection 2.5 Principal Place of Business. The principal place of business of the\nCompany shall be located in such place as is determined by the Managing Member from time to time.\nSection 2.6 Purpose; Powers. The nature of the business or purposes to be\nconducted or promoted by the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act. The Company shall have the power and authority to take any and all actions and engage in any and all\nactivities necessary, appropriate, desirable, advisable, ancillary or incidental to the accomplishment of the foregoing purpose.\nSection 2.7 Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company\nwith the office of the Secretary of State of the State of Delaware in accordance with the Act and shall continue indefinitely. The Company may be dissolved and its affairs wound up only in accordance with Article XI.\nSection 2.8 Intent. It is the intent of the Members that the Company be operated in a manner consistent with its treatment\nas a “partnership” for U.S. federal and state income tax purposes. It is also the intent of the Members that the Company not be operated or treated as a “partnership” for purposes of Section 303 of the Federal Bankruptcy\nCode. Neither the Company nor any Member shall take any action inconsistent with the express intent of the parties hereto as set forth in this Section 2.8."} +{"idx": 50, "level": 2, "span": "ARTICLE III"} +{"idx": 50, "level": 2, "span": "CLOSING\nTRANSACTIONS\nSection 3.1 Transactions In Connection With the Combination Agreement.\nEffective immediately prior to the Effective Time, Tema shall contribute the Contributed Assets (as defined in the Combination Agreement) to the Company in exchange for 100% of the Equity Securities of the Company.\nImmediately following such contribution and effective as of the Effective Time, the Company will be recapitalized as set forth in this Agreement."} +{"idx": 50, "level": 2, "span": "Effective as of the Effective Time and immediately following the transactions contemplated by Section 3.1(a), and in accordance with the terms of the Combination Agreement, Rosehill will contribute,\ntransfer, assign and deliver (i) all of its right, title and interest in all of its assets, including the net proceeds of its initial public offering and the Equity Financing, and (ii) the number of shares of its Class B Common Stock as\ncontemplated under the Combination Agreement to the Company in exchange for (y) a number of Common Units equal to the number of Common Units set forth opposite its name in Exhibit A and (z) a number of Series A Preferred Units equal\nto the number of Series A Preferred Units set forth opposite its name in Exhibit A.\n(c)Effective as of the Effective Time and immediately following the transactions contemplated by Sections 3.1(a)-(b), and in accordance with the terms of the Combination Agreement, Rosehill will contribute,\ntransfer, assign and deliver the number of warrants to purchase shares of Rosehill Class A Common Stock as contemplated under the Combination Agreement to the Company (the “Tema Warrants”) in exchange for a number of\nWarrants equal to the number of Tema Warrants (as set forth in Section 3.1(f));\n(d)Effective as of the Effective Time and immediately following the transactions contemplated by Sections 3.1(a)-(c), and in accordance with the terms of the Combination Agreement, the Company will distribute cash,\nall of its shares of Class B Common Stock and the Tema Warrants to Tema in redemption of a certain number of Common Units as is set forth in the Combination Agreement.\n(e)The total number of Units issued and outstanding and held by the Members immediately following the consummation of the transactions contemplated by Sections 3.1(a)-(d) of this Agreement and the Combination\nAgreement is set forth on Exhibit A hereto (as amended from time to time in accordance with the terms of this Agreement).\n(f)Effective as of the Effective Time and immediately following the transactions contemplated by Sections 3.1(a)-(c), and prior to giving effect to Section 4.1, the Company shall issue to Rosehill a\nnumber of warrants exercisable for Common Units (the “Warrants”) in an amount equal to the number of warrants exercisable for shares of Class A Common Stock outstanding immediately prior to such issuance of Warrants pursuant to\nthis Section 3.1(e) (including, but not limited to, a number of warrants equal to the number of Tema Warrants). For the avoidance of doubt, each Warrant shall be treated as a “noncompensatory option” within the meaning of\nTreasury Regulations Sections 1.721-2(f) and 1.761-3(b)(2) and not be treated as a partnership interest pursuant to Treasury Regulations Section 1.761-3(a)."} +{"idx": 50, "level": 2, "span": "ARTICLE IV"} +{"idx": 50, "level": 2, "span": "OWNERSHIP\nAND CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS\nSection 4.1 Authorized Units; General Provisions With Respect to\nUnits."} +{"idx": 50, "level": 2, "span": "Subject to the provisions of this Agreement, the Company shall be authorized to issue from time to time such number of Units and such other Equity Securities as the Managing Member shall determine in accordance with\nSection 4.3. Each authorized Unit may be issued pursuant to such agreements as the Managing Member shall approve, including pursuant to options and warrants. The Company may reissue any Units that have been repurchased or acquired by the\nCompany."} +{"idx": 50, "level": 3, "span": "As of the date of this Agreement, the Company shall have two authorized classes of Units, consisting of units of limited liability company interests denominated as “Common Units” and “Series A\nPreferred Units.” All Common Units shall be identical and all Series A Preferred Units shall be identical.\n(c)Initially, none of the Units will be represented by certificates. If the Managing Member determines that it is in\nthe interest of the Company to issue certificates representing the Units, certificates will be issued and the Units will be represented"} +{"idx": 50, "level": 2, "span": "by those certificates, and this Agreement shall be amended as necessary or desirable to reflect the issuance of certificated Units for purposes of the Uniform Commercial Code. Nothing contained\nin this Section 4.1(c) shall be deemed to authorize or permit any Member to Transfer its Units except as otherwise permitted under this Agreement.\n(d)The total number of Units issued and outstanding and held by the Members is set forth on Exhibit A (as amended from time to time in accordance with the terms of this Agreement) as of the date set forth therein.\n(e)If at any time after the Effective Time Rosehill issues a share of its Class A Common Stock, its Series A\nPreferred Stock or any other Equity Security of Rosehill (other than shares of Class B Common Stock), (i) the Company shall concurrently issue to Rosehill one Common Unit (if Rosehill issues a share of Class A Common Stock), one Series A\nPreferred Unit (if Rosehill issues a share of Series A Preferred Stock) or such other Equity Security of the Company (if Rosehill issues Equity Securities other than Class A Common Stock or Series A Preferred Stock) corresponding to the Equity\nSecurities issued by Rosehill, and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Rosehill to be issued and\n(ii) Rosehill shall concurrently contribute to the Company the net proceeds received by Rosehill for such share of Class A Common Stock, Series A Preferred Stock or other Equity Security (including any exercise price related thereto);\nprovided, however, that if Rosehill issues any shares of Class A Common Stock in order to purchase or fund the purchase from a Member of a number of Common Units (and shares of Class B Common Stock) equal to the number of shares\nof Class A Common Stock so issued, then the Company shall not issue any new Common Units in connection therewith, Rosehill shall not be required to transfer such net proceeds to the Company, and such net proceeds shall instead be transferred to\nsuch Member as consideration for such purchase. Notwithstanding the foregoing, this Section 4.1(e) shall not apply to (i) the issuance and distribution to holders of shares of Rosehill Stock of rights to purchase Equity Securities\nof Rosehill under a “poison pill” or similar shareholders rights plan (and upon any exchange of Common Units for Class A Common Stock, such Class A Common Stock will be issued together with a corresponding right under such plan)\nor (ii) the issuance under Rosehill’s employee benefit plans of any warrants, options, other rights to acquire Equity Securities of Rosehill or rights or property that may be converted into or settled in Equity Securities of Rosehill, but\nshall in each of the foregoing cases apply to the issuance of Equity Securities of Rosehill in connection with the exercise or settlement of such rights, warrants, options or other rights or property (it being understood that Rosehill shall\ncontribute to the Company the net proceeds, if any, received by Rosehill in connection with such exercise or settlement). Except pursuant to Section 4.6, (x) the Company may not issue any additional Common Units to Rosehill or any\nof its Subsidiaries unless substantially simultaneously therewith Rosehill or such Subsidiary issues or sells an equal number of shares of Rosehill’s Class A Common Stock to another Person, (y) the Company may not"} +{"idx": 50, "level": 2, "span": "issue any additional Series A Preferred Units to Rosehill or any of its Subsidiaries unless substantially simultaneously therewith Rosehill or such Subsidiary issues or sells an equal number of\nshares of Rosehill’s Series A Preferred Stock to another Person and (z) the Company may not issue any other Equity Securities of the Company to Rosehill or any of its Subsidiaries unless substantially simultaneously Rosehill or such\nSubsidiary issues or sells, to another Person, an equal number of shares of a new class or series of Equity Securities of Rosehill or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon\nliquidation) and other economic rights as those of such Equity Securities of the Company. If at any time Rosehill issues Debt Securities, Rosehill shall transfer to the Company (in a manner to be determined by the Manager Member in its reasonable\ndiscretion) the proceeds received by Rosehill in exchange for such Debt Securities in a manner that directly or indirectly burdens the Company with the repayment of the Debt Securities. In the event any Equity Security outstanding at Rosehill\n(including the Series A Preferred Stock) is exercised or otherwise converted and, as a result, any shares of Class A Common Stock or other Equity Securities of Rosehill are issued, the corresponding Equity Security outstanding at the Company\n(including the Series A Preferred Units or the Warrants, if applicable) shall be similarly exercised or otherwise converted, as applicable, and an equivalent number of Common Units or other Equity Securities of the Company shall be issued to\nRosehill as contemplated by the first sentence of this Section 4.1(e).\n(f)Rosehill or any of its Subsidiaries may not redeem, repurchase or otherwise acquire (i) any shares of\nClass A Common Stock (including upon forfeiture of any unvested shares of Class A Common Stock) unless substantially simultaneously the Company redeems, repurchases or otherwise acquires from Rosehill or such Subsidiary an equal number of\nCommon Units for the same price per security, (ii) any shares of Series A Preferred Stock (including upon forfeiture of any unvested shares of Series A Preferred Stock) unless substantially simultaneously the Company redeems, repurchases or\notherwise acquires from Rosehill or such Subsidiary an equal number of Series A Preferred Units for the same price per security or (iii) any other Equity Securities of Rosehill, unless substantially simultaneously the Company redeems,\nrepurchases or otherwise acquires from Rosehill an equal number of Equity Securities of Rosehill of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and\nother economic rights as those of such Equity Securities of Rosehill for the same price per security. The Company may not redeem, repurchase or otherwise acquire (x) except pursuant to Section 4.6, any Common Units from Rosehill or\nany of its Subsidiaries unless substantially simultaneously Rosehill or such Subsidiary redeems, repurchases or otherwise acquires an equal number of shares of Class A Common Stock for the same price per security from holders thereof,\n(y) any Series A Preferred Units from Rosehill or any of its Subsidiaries unless substantially simultaneously Rosehill or such Subsidiary redeems, repurchases or otherwise acquires an equal number of shares of Series A Preferred Stock for the\nsame price per security from holders thereof or (z) any other Equity Securities of the Company from Rosehill\nor any of its Subsidiaries unless substantially simultaneously Rosehill or such Subsidiary redeems, repurchases or otherwise acquires for the same price per security an equal number of Equity\nSecurities of Rosehill of a corresponding class or series with substantially the same rights to dividends and distributions (including distribution upon liquidation) and other economic rights as those of such Equity Securities of Rosehill.\nNotwithstanding the foregoing, to the extent that any consideration payable by Rosehill in connection with the redemption or repurchase of any shares of Class A Common Stock, Series A Preferred Stock or other Equity Securities of Rosehill or\nany of its Subsidiaries consists (in whole or in part) of shares of Class A Common Stock, Series A Preferred Stock or such other Equity Securities (including, for the avoidance of doubt, in connection with the cashless exercise of an option or\nwarrant), then the redemption or repurchase of the corresponding Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.\n(g)The Company shall not in any manner effect any subdivision (by any equity split, equity distribution, reclassification, recapitalization or otherwise) or combination (by reverse equity split, reclassification,\nrecapitalization or otherwise) of the outstanding Units or any class thereof unless accompanied by an identical subdivision or combination, as applicable, of the outstanding Rosehill Stock or applicable class thereof, with corresponding changes made\nwith respect to any other exchangeable or convertible securities. Rosehill shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split,\nreclassification, recapitalization or otherwise) of the outstanding Rosehill Stock or any class thereof unless accompanied by an identical subdivision or combination, as applicable, of the outstanding Units or applicable class thereof, with\ncorresponding changes made with respect to any other exchangeable or convertible securities.\nSection 4.2 Voting\nRights. No Member has any voting right except with respect to those matters specifically reserved for a Member vote under the Act and for matters expressly requiring the approval of Members under this Agreement. Except as otherwise required\nby the Act, each Unit will entitle the holder thereof to one vote on all matters to be voted on by the Members. Except as otherwise expressly provided in this Agreement, the holders of Common Units having voting rights will vote together as a single\nclass on all matters to be approved by the Members.\nSection 4.3 Capital Contributions; Unit Ownership."} +{"idx": 50, "level": 3, "span": "Capital Contributions. Each Member named on Exhibit A shall be credited with the Closing Date Capital Account Balance set forth on Exhibit A in respect of its Interest specified thereon. Except as\notherwise set forth in Section 4.1(e), no Member shall be required to make additional Capital Contributions."} +{"idx": 50, "level": 3, "span": "Issuance of Additional Units or Interests. Except as otherwise expressly provided in this Agreement\nincluding but not limited to Section 4.1, the Managing Member"} +{"idx": 50, "level": 4, "span": "shall have the right to authorize and cause the Company to issue on such terms (including price) as may be determined by the Managing Member (i) additional Units or other Equity Securities\nin the Company (including creating preferred interests or other classes or series of interests having such rights, preferences and privileges as determined by the Managing Member, which rights, preferences and privileges may be senior to the Units),\nand (ii) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable for Units or other Equity Securities in the Company; provided that, at any time following the date hereof, in each case the\nCompany shall not issue Equity Securities in the Company to any Person unless such Person shall have executed a counterpart to this Agreement and all other documents, agreements or instruments deemed necessary or desirable in the discretion of the\nManaging Member. Upon such issuance and execution, such Person shall be admitted as a Member of the Company. In that event, the Managing Member shall amend Exhibit A to reflect such additional issuances. Subject to Section 12.1,\nthe Managing Member is hereby authorized to amend this Agreement to set forth the designations, preferences, rights, powers and duties of such additional Units or other Equity Securities in the Company, or such other amendments that the Managing\nMember determines to be otherwise necessary or appropriate in connection with the creation, authorization or issuance of, any class or series of Units or other Equity Securities in the Company pursuant to this Section 4.3(b).\nNotwithstanding the foregoing, the Managing Member shall have the right to amend this Agreement as set forth in this sentence without the approval of any other Person (including any Member) and notwithstanding any other provision of this Agreement\n(including Section 12.1) if such amendment is necessary in order to consummate any offering of shares of Rosehill Stock or other Equity Securities of Rosehill provided that the designations, preferences, rights, powers and duties of any\nsuch additional Units or other Equity Securities of the Company as set forth in such amendment are substantially similar to those applicable to such shares of Rosehill Stock or other Equity Securities of Rosehill.\nSection 4.4 Capital Accounts. A Capital Account shall be maintained for each Member in accordance with the provisions of\nTreasury Regulations Section 1.704-1(b)(2)(iv) and, to the extent consistent with such regulations, the other provisions of this Agreement. The Capital Account balance of each of the Members as of the date hereof is its respective Closing Date\nCapital Account Balance set forth on Exhibit A. Thereafter, each Member’s Capital Account shall be (a) increased by (i) allocations to such Member of Profits pursuant to Section 5.1 and any other items of income or\ngain allocated to such Member pursuant to Section 5.2, (ii) the amount of additional cash or the initial Gross Asset Value of any asset (net of any Liabilities assumed by the Company and any Liabilities to which the asset is\nsubject) contributed to the Company by such Member, and (iii) any other increases allowed or required by Treasury Regulations Section 1.704-1(b)(2)(iv), and (b) decreased by (i) allocations to such Member of Losses pursuant to\nSection 5.1 and any other items of deduction or loss allocated to such Member pursuant to the provisions of Section 5.2, (ii) the amount of any cash or the Gross Asset Value of any asset (net of any Liabilities assumed\nby the Member and any Liabilities to which the asset is subject) distributed to such Member, and (iii) any other decreases allowed or required by Treasury Regulations Section 1.704-1(b)(2)(iv). In the event of a Transfer of Units made in\naccordance with this Agreement, the Capital Account of the Transferor that is attributable to the Transferred Units shall carry over to the Transferee Member in accordance with the provisions of\nTreasury Regulations Section 1.704-1(b)(2)(iv)(l). For the avoidance of doubt, any distribution/issuance of Series A Preferred Units to Rosehill pursuant to Section 6.1(a)(i) shall be treated as: (i) a distribution of\ncash in an amount that would apply if payment were made in cash rather than Series A Preferred Units; and (ii) a contribution of the amount described in clause (i) to the Company in exchange for the Series A Preferred Units issued.\nSection 4.5 Other Matters.\nNo Member shall demand or receive a return on or of its Capital Contributions or withdraw from the Company without the consent of the Managing Member. Under circumstances requiring a return of any Capital Contributions,\nno Member has the right to receive property other than cash."} +{"idx": 50, "level": 2, "span": "No Member shall receive any interest, salary, compensation, draw or reimbursement with respect to its Capital Contributions or its Capital Account, or for services rendered or expenses incurred on behalf of the Company\nor otherwise in its capacity as a Member, except as otherwise provided in Section 7.9 or otherwise contemplated by this Agreement.\n(c)The Liability of each Member shall be limited as set forth in the Act and other applicable Law and, except as expressly set forth in this Agreement or required by Law, no Member (or any of its Affiliates) shall be\npersonally liable, whether to the Company, to any of the other Members, to the creditors of the Company, or to any other third party, for any debt or Liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being\na Member of the Company.\n(d)Except as otherwise required by the Act, a Member shall not be required to restore a deficit balance in its Capital Account, to lend any funds to the Company or, except as otherwise set forth herein, to make any\nadditional contributions or payments to the Company.\n(e)The Company shall not be obligated to repay any Capital Contributions of any Member.\nSection 4.6 Exchange of Common Units."} +{"idx": 50, "level": 4, "span": "(i) Each of the Members (other than Rosehill) shall be entitled to cause the Company to redeem, at any time and from time to time, all or any portion of such Member’s Common Units (together with the transfer and\nsurrender of the same number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock (an “Exchange”) or, at the Company’s election made in accordance with\nSection 4.6(a)(iv), cash equal to the Cash Election Amount calculated with respect to such Exchange, upon the terms and subject to the conditions set forth in this Section 4.6 and in Section 6.2(b). Upon the\nExchange by a Member of all of its Common Units, if the Member does not hold any other Units, such Member shall, for the avoidance of doubt, cease to be a Member of the Company.\n(ii)Each exchanging Member (the “Exchanging Member”) shall be permitted to effect a redemption of Common Units pursuant to Section 4.6(a)(i) that involves less than 1,500,000 Common Units no\nmore frequently than (i) six times per calendar year and (ii) no more than two times per calendar quarter; provided, however, that if an Exchanging Member provides an Exchange Notice with respect to all of the Common Units held by\nsuch Exchanging Member, such Exchange may occur at any time, subject to this Section 4.6; provided, further, that the Managing Member may, in its sole discretion and at any time, permit any Member to effect a redemption of a\nlesser number of Common Units.\n(iii)In order to exercise the redemption right under Section 4.6(a)(i), the Exchanging Member shall provide written notice (the “Exchange Notice”) to the Company, with a copy to Rosehill (the\ndate of delivery of such Exchange Notice, the “Exchange Notice Date”), stating (i) the number of Common Units (together with the transfer and surrender of an equal number of shares of Class B Common Stock) the Exchanging Member\nelects to have the Company redeem, (ii) if the shares of Class A Common Stock to be received are to be issued other than in the name of the Exchanging Member, the name(s) of the Person(s) in whose name or on whose order the shares of\nClass A Common Stock are to be issued, and (iii) if the Exchanging Member requires the Exchange to take place on a specific date, such date, provided that, any such specified date shall not be earlier than the date that would otherwise\napply pursuant to clause (i) of the definition of Exchange Date. If the Common Units to be redeemed (or the shares of Class B Common Stock to be transferred and surrendered) by the Exchanging Member are represented by a certificate or\ncertificates, prior to the Exchange Date, the Exchanging Member shall also present and surrender such certificate or certificates representing such Common Units (or shares of Class B Common Stock) during normal business hours at the principal\nexecutive offices of the Company, or if any agent for the registration or transfer of Class A Common Stock is then duly appointed and acting (the “Transfer Agent”), at the office of the Transfer Agent. If required by the\nManaging Member, any certificate for Common Units and any certificate for shares of Class B Common Stock (in each case, if certificated) surrendered to the Company hereunder shall be accompanied by instruments of transfer, in forms reasonably\nsatisfactory to the Managing Member and the Transfer Agent, duly executed by the Exchanging Member or the Exchanging Member’s duly authorized representative.\n(iv)Upon receipt of an Exchange Notice, the Company shall be entitled to elect (a “Cash Election”)\nto settle the Exchange by delivering to the Exchanging Member, in lieu of the applicable number of shares of Class A\nCommon Stock that would be received in such Exchange, an amount of cash equal to the Cash Election Amount for such Exchange. In order to make a Cash Election with respect to an Exchange, the\nCompany must provide written notice of such election to the Exchanging Member (with a copy to Rosehill) prior to 1:00 p.m., Houston time, on the second Business Day after the Exchange Notice Date. If the Company fails to provide such written notice\nprior to such time, it shall not be entitled to make a Cash Election with respect to such Exchange.\n(v)For U.S. federal income (and applicable state and local) tax purposes, each of the Exchanging Member, the Company and Rosehill, as the case may be, agree to treat each Exchange and, in the event Rosehill exercises its\nCall Right, each transaction between the Exchanging Member and Rosehill, as a sale of the Exchanging Member’s Common Units (together with the same number of shares of Class B Common Stock) to Rosehill in exchange for shares of Class A\nCommon Stock or cash, as applicable."} +{"idx": 50, "level": 4, "span": "(i) The Exchange shall be completed on the Exchange Date; provided that the Company, Rosehill and the Exchanging Member may change the number of Common Units specified in the Exchange Notice as to be redeemed\nand/or the Exchange Date to another number and/or date by unanimous agreement signed in writing by each of them; provided further that an Exchange Notice may specify that the Exchange is to be contingent (including as to timing) upon the\nconsummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of the shares of Class A Common Stock into which the Common Units are redeemable, or the closing of an announced merger,\nconsolidation or other transaction or event in which the shares of Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property, provided that the foregoing shall not\napply to any Exchange with respect to which the Company has made a valid Cash Election; provided further, that the Exchange Date may be moved to a later date to the extent Rosehill reasonably determines is necessary for, and the Company,\nRosehill and the Exchanging Member shall take any action reasonably necessary to cause, the Exchange and any subsequent sale of Class A Common Stock resulting therefrom to be in compliance with applicable securities Law. Provided the Company\nhas not made a valid Cash Election, the Exchanging Member may retract its Exchange Notice by giving written notice (the “Retraction Notice”) to the Company (with a copy to Rosehill) at any time prior to the Exchange Date. The timely\ndelivery of a Retraction Notice shall terminate all of the Exchanging Member’s, the Company’s and Rosehill’s rights and obligations arising from the retracted Exchange Notice.\n(ii)Unless the Exchanging Member has timely delivered a Retraction Notice as provided in\nSection 4.6(b)(i) or Rosehill has elected its Call Right"} +{"idx": 50, "level": 3, "span": "pursuant to Section 4.6(f), on the Exchange Date (to be effective immediately prior to the close of business on the Exchange Date) (A) the Exchanging Member shall transfer and\nsurrender the Common Units to be redeemed (and a corresponding number of shares of Class B Common Stock) to the Company, in each case free and clear of all liens and encumbrances, (B) Rosehill shall contribute to the Company the consideration\nthe Exchanging Member is entitled to receive under Section 4.6(a)(i), (C) the Company shall (x) cancel the redeemed Common Units, (y) transfer to the Exchanging Member the consideration the Exchanging Member is entitled to\nreceive under Section 4.6(a)(i), and (z) if the Common Units are certificated, issue to the Exchanging Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced\nby the certificate surrendered by the Exchanging Member pursuant to clause (ii)(A) of this Section 4.6(b) and the number of redeemed Common Units, (D) the Company shall issue to Rosehill a number of Common Units equal to the number\nof Common Units surrendered by the Exchanging Member and (E) Rosehill shall cancel the surrendered shares of Class B Common Stock. Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company makes a\nvalid Cash Election, Rosehill shall only be obligated to contribute to the Company an amount in cash equal to the net proceeds (after deduction of any underwriters’ discounts or commissions and brokers’ fees or commissions) from the sale\nby Rosehill of a number of shares of Class A Common Stock equal to the number of Common Units to be redeemed with such cash; provided that Rosehill’s Capital Account shall be increased by an amount equal to any such discounts,\ncommissions and fees relating to such sale of shares of Class A Stock in accordance with Section 7.9; provided further, that the contribution of such net proceeds shall in no event affect the Exchanging Member’s right to\nreceive the Cash Election Amount.\n(c)If (i) there is any reclassification, reorganization, recapitalization or other similar transaction pursuant\nto which the shares of Class A Common Stock are converted or changed into another security, securities or other property (other than as a result of a subdivision or combination or any transaction subject to Section 4.1(g)), or\n(ii) Rosehill, by dividend or otherwise, distributes to all holders of the shares of Class A Common Stock evidences of its Indebtedness or assets, including securities (including shares of Class A Common Stock and any rights, options\nor warrants to all holders of the shares of Class A Common Stock to subscribe for or to purchase or to otherwise acquire shares of Class A Common Stock, or other securities or rights convertible into, exchangeable for or exercisable for\nshares of Class A Common Stock) but excluding any cash dividend or distribution as well as any such distribution of Indebtedness or assets received by Rosehill from the Company in respect of the Units, then upon any subsequent Exchange, in\naddition to the shares of Class A Common Stock or the Cash Election Amount, as applicable, each Member shall be entitled to receive the amount of such security, securities or other property that such Member would"} +{"idx": 50, "level": 3, "span": "have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization, other similar transaction, dividend or other\ndistribution, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification,\nrecapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any\nreclassification, reorganization, recapitalization or other similar transaction in which the shares of Class A Common Stock are converted or changed into another security, securities or other property, or any dividend or distribution (other\nthan an excluded dividend or distribution, as described above), this Section 4.6 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Units held by\nthe Members and their Permitted Transferees as of the date hereof, as well as any Units hereafter acquired by a Member and his or her or its Permitted Transferees.\n(d)Rosehill shall at all times keep available, solely for the purpose of issuance upon an Exchange, out of its authorized but unissued shares of Class A Common Stock or other Equity Securities, such number of shares\nof Class A Common Stock that shall be issuable upon the Exchange of all outstanding Common Units (other than those Common Units held by Rosehill or any Subsidiary of Rosehill); provided, that nothing contained herein shall be construed\nto preclude Rosehill from satisfying its obligations with respect to an Exchange by delivery of cash pursuant to a Cash Election or shares of Class A Common Stock or other Equity Securities that are held in the treasury of Rosehill. Rosehill\ncovenants that all shares of Class A Common Stock and other Equity Securities that shall be issued upon an Exchange shall, upon issuance thereof, be validly issued, fully paid and non-assessable. In addition, for so long as the shares of\nClass A Common Stock or other Equity Securities are listed on a National Securities Exchange, Rosehill shall use its reasonable best efforts to cause all shares of Class A Common Stock and such other Equity Securities issued upon an\nExchange to be listed on such National Securities Exchange at the time of such issuance.\n(e)The issuance of shares of Class A Common Stock or other Equity Securities upon an Exchange shall be made without charge to the Exchanging Member for any stamp or other similar tax in respect of such issuance;\nprovided, however, that if any such shares of Class A Common Stock or other Equity Securities are to be issued in a name other than that of the Exchanging Member, then the Person or Persons in whose name the shares are to be\nissued shall pay to Rosehill the amount of any tax that may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of Rosehill that such tax has been paid or is not payable.\n(f)(i) Notwithstanding anything to the contrary in this Section 4.6, but subject to\nSection 4.6(g), an Exchanging Member shall be deemed to have offered to sell its Common Units as described in the Exchange Notice to Rosehill, and Rosehill"} +{"idx": 50, "level": 4, "span": "may, in its sole discretion, by means of delivery of Call Election Notice in accordance with, and subject to the terms of, this Section 4.6(f), elect to purchase directly and acquire\nsuch Common Units (together with the transfer and surrender of the same number of shares of Class B Common Stock) on the Exchange Date by paying to the Exchanging Member (or, on the Exchanging Member’s written order, its designee), that number\nof shares of Class A Common Stock the Exchanging Member (or its designee) would otherwise receive pursuant to Section 4.6(a)(i) or, at Rosehill’s election, an amount of cash equal to the Cash Election Amount of such shares of\nClass A Common Stock (the “Call Right”), whereupon Rosehill shall acquire the Common Units offered for exchange by the Exchanging Member (together with the transfer and surrender of the same number of shares of Class B Common\nStock) and shall be treated for all purposes of this Agreement as the owner of such Common Units and shares of Class B Common Stock.\n(ii)Rosehill may, at any time prior to the Exchange Date, in its sole discretion deliver written notice (a “Call Election Notice”) to the Company and the Exchanging Member setting forth its election to\nexercise its Call Right. A Call Election Notice may be revoked by Rosehill at any time; provided that any such revocation does not prejudice the ability of the parties to consummate an Exchange on the Exchange Date. Except as otherwise\nprovided by this Section 4.6(f), an exercise of the Call Right shall be consummated pursuant to the same timeframe and in the same manner as the relevant Exchange would have been consummated if Rosehill had not delivered a Call Election\nNotice.\n(g)In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to shares of Class A Common Stock (a “Rosehill Offer”) is\nproposed by Rosehill or is proposed to Rosehill or its stockholders and approved by the board of directors of Rosehill or is otherwise effected or to be effected with the consent or approval of the board of directors of Rosehill, the Members (other\nthan Rosehill) shall be permitted to participate in such Rosehill Offer by delivery of a contingent Exchange Notice in accordance with the second proviso of the first sentence of Section 4.6(b)(i). In the case of a Rosehill Offer\nproposed by Rosehill, Rosehill will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Members to participate in such Rosehill Offer\nto the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided that, without limiting the generality of this sentence, Rosehill will use its reasonable best\nefforts expeditiously and in good faith to ensure that such Members may participate in each such Rosehill Offer without being required to redeem Common Units (or, if so required, to ensure that any such redemption pursuant to an Exchange shall be\neffective only upon, and shall be conditional upon, the closing of such Rosehill Offer). In no event shall Members participating in a Rosehill Offer pursuant to this Section 4.6(g) be entitled to receive in such Rosehill Offer aggregate\nconsideration for each Common Unit that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Rosehill Offer.\n(h)No Exchange shall impair the right of the Exchanging Member to receive any distributions payable on the Common Units redeemed pursuant to such Exchange in respect of a record date that occurs prior to the Exchange Date\nfor such Exchange. For the avoidance of doubt, no Exchanging Member, or a Person designated by an Exchanging Member to receive shares of Class A Common Stock, shall be entitled to receive, with respect to such record date, distributions or\ndividends both on Common Units redeemed by the Company from such Exchanging Member and on shares of Class A Common Stock received by such Exchanging Member, or other Person so designated, if applicable, in such Exchange.\n(i)Any Common Units acquired by the Company under this Section 4.6 and transferred by the Company to Rosehill shall remain outstanding and shall not be cancelled as a result of their acquisition by the Company.\nNotwithstanding any other provision of this Agreement, Rosehill shall be automatically admitted as a member of the Company with respect to any Common Units or other Equity Securities in the Company it receives under this Agreement (including under\nthis Section 4.6 in connection with any Exchange)."} +{"idx": 50, "level": 2, "span": "ARTICLE V"} +{"idx": 50, "level": 2, "span": "ALLOCATIONS OF PROFITS AND LOSSES\nSection 5.1 Profits and Losses."} +{"idx": 50, "level": 2, "span": "Following any allocations under Section 5.2 and prior to any allocations under Section 5.1(b), items of gross income and gain shall be allocated to Rosehill in respect of its Series A Preferred\nUnits until the cumulative amount of items of income and gain so allocated to Rosehill for the current and all prior Fiscal Years or other relevant periods equals the sum of (i) the cumulative amount of distributions received by Rosehill\npursuant to Section 6.1(a)(i) in respect of the Series A Preferred Units for the current and all prior Fiscal Years or other relevant periods, plus (ii) the sum of the accrued and unpaid dividends and Unpaid Excess Cash Amounts on\nall of the outstanding shares of Series A Preferred Stock as of the end of the current Fiscal Year or other relevant period. For purposes of clause (i) above, any issuance/distribution of Series A Preferred Units to Rosehill with respect to its\nSeries A Preferred Units pursuant to Section 6.1(a)(i) shall be treated as a distribution of cash in an amount that would apply if payment were made in cash rather than Series A Preferred Units followed by an immediate contribution of\nsuch amount of cash to the Company in exchange for Series A Preferred Units."} +{"idx": 50, "level": 2, "span": "After giving effect to the allocations under Section 5.1(a), Section 5.2 and subject to\nSection 5.5, Profits and Losses (and, to the extent determined by the Managing"} +{"idx": 50, "level": 3, "span": "Member to be necessary and appropriate to achieve the resulting Capital Account balances described below, any allocable items of income, gain, loss, deduction or credit includable in the\ncomputation of Profits and Losses) for each Fiscal Year or other taxable period shall be allocated among the Members during such Fiscal Year or other taxable period in a manner such that, after giving effect to the allocations set forth in\nSection 5.1(a) and Section 5.2 and all distributions through the end of such Fiscal Year or other taxable period, the Capital Account balance of each Member, immediately after making such allocation, is, as nearly as\npossible, equal to (i) the amount such Member would receive pursuant to Section 11.3(b)(iii) if all assets of the Company on hand at the end of such Fiscal Year or other taxable period were sold for cash equal to their Gross Asset\nValues, all liabilities of the Company were satisfied in cash in accordance with their terms (limited with respect to each Nonrecourse Liability to the Gross Asset Value of the assets securing such liability), and all remaining or resulting cash was\ndistributed, in accordance with Section 11.3(b), to the Members immediately after making such allocation, minus (ii) such Member’s share of Company Minimum Gain and Member Minimum Gain, computed immediately prior to the\nhypothetical sale of assets, and the amount any such Member is treated as obligated to contribute to the Company, computed immediately after the hypothetical sale of assets.\nSection 5.2 Special Allocations.\nNonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members pro rata in proportion to their Units. The amount of Nonrecourse Deductions for a Fiscal Year or other\ntaxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable\nperiod of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(d)."} +{"idx": 50, "level": 2, "span": "Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Member who bears economic risk of loss with respect to the Member Nonrecourse Debt to which such Member\nNonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bears the economic risk of loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such\nMember Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations\nSection 1.704-2(i) and shall be interpreted consistently therewith.\n(c)Notwithstanding any other provision of this Agreement to the contrary, if there is a net decrease in Company\nMinimum Gain during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a"} +{"idx": 50, "level": 2, "span": "prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this\nSection 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period in an amount equal to such Member’s share of the net decrease in Company Minimum Gain during\nsuch year (as determined pursuant to Treasury Regulations Section 1.704-2(g)(2)). This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently\ntherewith.\n(d)Notwithstanding any other provision of this Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain during any Fiscal Year or other taxable period (or if there was a net decrease\nin Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 5.2(d)), each Member shall be\nspecially allocated items of Company income and gain for such year in an amount equal to such Member’s share of the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is\nintended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.\n(e)Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such\nallocation would cause such Member to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Losses and other items of loss and expense in\nexcess of the limitation set forth in this Section 5.2(e) shall be allocated to the Members who do not have an Adjusted Capital Account Deficit in proportion to their relative positive Capital Accounts but only to the extent that such\nLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit.\n(f)Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event any Member unexpectedly receives any adjustment, allocation or distribution described\nin paragraph (4), (5) or (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other\ntaxable period) shall be specially allocated to such Member in an amount and manner sufficient to eliminate any Adjusted Capital Account Deficit of that Member as quickly as possible; provided that an allocation pursuant to this\nSection 5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this\nSection 5.2(f) were not in this Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently\ntherewith.\n(g)If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and\n(ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income, gain and\nSimulated Gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its Capital Account\nin excess of such sum after all other allocations provided for in this Article V have been made as if Section 5.2(f) and this Section 5.2(g) were not in this Agreement.\n(h)To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or\n1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital\nAccounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury\nRegulations Section 1.704-1(b)(2)(iv)(m)(2) if such section applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.\n(i)Simulated Depletion for each Depletable Property, and Simulated Loss upon the Disposition of a Depletable Property, shall be allocated among the Members in proportion to their shares of the Simulated Basis in such\nproperty.\n(j)The allocations set forth in Sections 5.2(a) through 5.2(i) (the “Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulations Sections\n1.704-1(b) and 1.704-2. Notwithstanding any other provision of this Article V (other than the Regulatory Allocations), the Regulatory Allocations (and anticipated future Regulatory Allocations) shall be taken into account in allocating other\nitems of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount that would have been\nallocated to each such Member if the Regulatory Allocations had not occurred. This Section 5.2(j) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of\nthe Regulatory Allocations and shall be interpreted in a manner consistent therewith.\nSection 5.3 Allocations\nfor Tax Purposes in General."} +{"idx": 50, "level": 2, "span": "Except as otherwise provided in this Section 5.3, each item of income, gain, loss and deduction of the Company for U.S. federal income tax purposes shall be allocated among the Members in the same manner as\nsuch item is allocated under Sections 5.1 and 5.2."} +{"idx": 50, "level": 3, "span": "In accordance with Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Gross Asset Values), items\nof income, gain, loss and deduction with respect to any Company property having a Gross Asset Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among\nthe Members to account for any such difference using such method or methods determined by the Managing Member to be appropriate and in accordance with the applicable Treasury Regulations; provided that the Managing Member will use the\n“traditional method with curative allocations” (provided, however, that curative allocation to correct ceiling rule limitations attributable to a property shall be limited to gains from the sale of such property) under Treasury Regulation\nSection 1.704-3(c) with respect to the assets contributed by Tema to the Company pursuant to the Combination Agreement including, for the avoidance of doubt: (i) with respect to the difference between Gross Asset Value and adjusted U.S.\nfederal income tax basis for such assets; and (ii) with respect to increases or decreases in the Gross Asset Value as adjusted pursuant to a revaluation of such assets pursuant to clause (b) of the definition of Gross Asset Value. For the\navoidance of doubt, the method applied under Section 704(c) for purposes of Section 5.4(a) shall be the same method specified for the relevant asset under this Section 5.3(b).\n(c)Any recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions\n(taking into account the effect of remedial allocations) to the extent the Member is allocated gain from the sale or disposition of the property.\n(d)Allocations pursuant to this Section 5.3 are solely for purposes of U.S. federal, state and local taxes and shall not affect or in any way be taken into account in computing any Member’s Capital Account\nor share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.\n(e)If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company (including the conversion of the Series A Preferred Units hereunder), a Capital Account reallocation is required under\nTreasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).\nSection 5.4 Income Tax Allocations with Respect to Depletable Properties.\nCost and percentage depletion deductions with respect to any Depletable Property shall be computed separately by\nthe Members rather than the Company pursuant to Section 613A(c)(7)(D) of the Code. Except as otherwise required by Section"} +{"idx": 50, "level": 2, "span": "704(c) of the Code (which for the avoidance of doubt shall be applied using the method specified for the relevant asset under Section 5.3(b)) and Treasury Regulation\nSection 1.613A-3(e)(5), for purposes of such computations, the federal income tax basis of each Depletable Property shall be allocated to each Member pro rata, in accordance with the number of Units owned by such Member as of the time such\nDepletable Property is acquired by the Company (and any additions to such federal income tax basis resulting from expenditures required to be capitalized in such basis shall be allocated among the Members in a manner designed to cause the\nMembers’ proportionate shares of such adjusted federal income tax basis to be in accordance with their proportionate ownership of Units as determined at the time of any such additions), and shall be reallocated among the Members pro rata, in\naccordance with the number of Units owned by such Member as determined immediately following the occurrence of an event giving rise to an adjustment to the Gross Asset Values of the Company’s Depletable Properties pursuant to clause (b) of\nthe definition of Gross Asset Value. The Company shall inform each Member of such Member’s allocable share of the federal income tax basis of each Depletable Property promptly following the acquisition of such Depletable Property by the\nCompany, any adjustment resulting from expenditures required to be capitalized in such basis, and any reallocation of such basis as provided in the previous sentence, together with such other information that a Member may reasonably request in\nconnection with the Member’s (or its direct or indirect owner) obligation to file its U.S. federal, state or local income tax returns. All such information shall be provided in electronic format at such time and from time to time as reasonably\nrequested by the Member.\nFor purposes of the separate computation of gain or loss by each Member on the taxable disposition of Depletable Property, the amount realized from such disposition shall be allocated (i) first, to the Members in\nan amount equal to the Simulated Basis in such Depletable Property in proportion to their allocable shares thereof and (ii) second, any remaining amount realized shall be allocated consistent with the allocation of Simulated Gains.\n(c)The allocations described in this Section 5.4 are intended to be applied in accordance with the Members’ “interests in partnership capital” under Section 613A(c)(7)(D) of the Code;\nprovided that the Members understand and agree that the Managing Member may authorize special allocations of federal income tax basis, income, gain, deduction or loss, as computed for U.S. federal income tax purposes, in order to eliminate\ndifferences between Simulated Basis and adjusted federal income tax basis with respect to Depletable Properties, in such manner as determined consistent with the principles outlined in Section 5.3(b). The provisions of this\nSection 5.4(c) and the other provisions of this Agreement relating to allocations under Code Section 613A(c)(7)(D) are intended to comply with Treasury Regulations Section 1.704-1(b)(4)(v) and shall be interpreted and applied\nin a manner consistent with such Treasury Regulations.\n(d)Each Member, with the assistance of the Company, shall separately keep records of its share of the adjusted tax basis in each Depletable Property, adjust such share of the adjusted tax basis for any cost or percentage\ndepletion allowable with respect to such property and use such adjusted tax basis in the computation of its cost depletion or in the computation of its gain or loss on the disposition of such property by the Company. Upon the reasonable request of\nthe Company, each Member shall advise the Company of its adjusted tax basis in each Depletable Property and any depletion computed with respect thereto, both as computed in accordance with the provisions of this subsection for purposes of allowing\nthe Company to make adjustments to the tax basis of its assets as a result of certain transfers of interests in the Company or distributions by the Company. The Company may rely on such information and, if it is not provided by the Member, may make\nsuch reasonable assumptions as it shall determine with respect thereto.\n(e)The Simulated Basis of each Depletable Property shall be allocated to each Member pro rata, in accordance with the number of Units owned by such Member as of the time such Depletable Property is acquired by the Company\n(and any additions to such Simulated Basis resulting from expenditures required to be capitalized in such Simulated Basis shall be allocated among the Members in a manner designed to cause the Members’ proportionate shares of such Simulated\nBasis to be in accordance with their proportionate ownership of Units as determined at the time of any such additions), and shall be reallocated among the Members pro rata, in accordance with the number of Units owned by such Member as determined\nimmediately following the occurrence of an event giving rise to an adjustment to the Gross Asset Values of the Company’s Depletable Properties pursuant to clause (b) of the definition of Gross Asset Value.\nSection 5.5 Other Allocation Rules."} +{"idx": 50, "level": 3, "span": "The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members hereby\nagree to be bound by the provisions of this Article V in reporting their share of Company income and loss for income tax purposes."} +{"idx": 50, "level": 2, "span": "The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections 5.1, 5.2, 5.3 and\n5.4 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines, in its sole discretion, on advice of tax counsel to the Company (and after\nconsultation with Tema for so long as it holds at least 20% of the then-outstanding Common Units), that the application of the provisions in Sections 4.4, 5.1, 5.2, 5.3 or 5.4 would result in non-compliance with\nthe Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisions.\n(c)All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Transferor and the Transferee based on the portion of the\nFiscal Year or other taxable period during which each was recognized as the owner of such interest, without regard to the results of Company operations during any particular portion of that year and without regard to whether cash distributions were\nmade to the Transferor or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the Treasury Regulations thereunder.\n(d)The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Members in any\nmanner determined by the Managing Member and permissible under the Treasury Regulations; provided, however, that with respect to liabilities assumed by the Company from Tema in connection with contribution of properties by Tema\npursuant to the Combination Agreement or to which assets contributed by Tema to the Company pursuant to the Combination Agreement were subject, such liabilities to the extent they are excess nonrecourse liabilities shall be allocated under Treasury\nRegulation Section 1.752-3(a) to Tema up to the amount of the built-in gain that is allocable to Tema under Section 704(c) of the Code for such assets to the extent such built-in gain exceeds the gain allocated under Treasury Regulation\nSection 1.752-3(a)(2) with respect to such assets.\nSection 5.6 Tax Consolidation."} +{"idx": 50, "level": 3, "span": "If the Company is treated as a member of a consolidated, combined, or unitary group for any tax purpose with any Member or an Affiliate thereof (a “Consolidated Group”), such Member shall cause one of\nthe members of such Consolidated Group other than the Company to be the reporting or parent entity for any tax return of such Consolidated Group (the “Reporting Member”) and pay the tax liability due with respect to such\nConsolidated Group.\nThe Members agree that the Company shall promptly reimburse the Reporting Member for any Applicable Tax (defined\nbelow) paid by or on behalf of the Reporting Member or any other member of such Consolidated Group; provided, however, that the Members agree that (a) any such Applicable Tax shall be considered as paid on behalf of the Company for U.S. federal\nincome tax purposes, (b) except as provided in clause (c) below, the Company shall deduct for U.S. federal income tax purposes one hundred percent (100%) of the Applicable Tax, and (d) in the event that it is determined, pursuant\nto a final determination as defined in Section 1313 of the Code, that all or a portion of such deduction may be properly claimed by the Reporting Member, its Affiliate or any other member of the Consolidated Group, but not the Company, the\nCompany shall reimburse the Reporting Member only for the after-tax cost of such payment of Applicable Tax. With respect to any tax of a Consolidated Group of which the Company is a member, the “Applicable Tax” shall be equal to the tax of\nthe"} +{"idx": 50, "level": 2, "span": "Consolidated Group that the Company would have paid if it had computed its tax liability for the applicable period on a separate entity basis (rather than as a member of the Consolidated Group).\nExcept as provided in this Section 5.6 with respect to the amount of such Consolidated Group’s tax that the Company is required to reimburse the Reporting Member, the Reporting Member shall indemnify and hold the Company harmless\nfrom and against any and all taxes of the Consolidated Group."} +{"idx": 50, "level": 2, "span": "ARTICLE VI"} +{"idx": 50, "level": 2, "span": "DISTRIBUTIONS\nSection 6.1 Distributions."} +{"idx": 50, "level": 2, "span": "Distributions.\n(i)Immediately prior to the time that any cash dividends are to be paid by Rosehill with respect to the Series A Preferred Stock, the Company shall make a cash distribution to Rosehill with respect to the Series A\nPreferred Units in an amount equal to such cash dividends to be paid by Rosehill with respect to the Series A Preferred Stock. At the time that any dividends are to be paid in kind by Rosehill with respect to the Series A Preferred Stock through the\nissuance of additional shares of Series A Preferred Stock, the Company shall issue additional Series A Preferred Units to Rosehill in a number equal to the number of shares of Series A Preferred Stock being distributed by Rosehill with respect to\nthe Series A Preferred Stock.\n(ii)To the extent permitted by applicable Law and hereunder, and after making provision for distributions under\nSection 6.1(a)(i) and Section 6.2, except as otherwise provided in Section 11.3, distributions to Members may be declared by the Managing Member out of funds legally available therefor in such amounts and on such\nterms (including the payment dates of such distributions) as the Managing Member shall determine using such record date as the Managing Member may designate; any such distribution shall be made to the Members as of the close of business on such\nrecord date on a pro rata basis (except that, for the avoidance of doubt, distributions described in Section 6.1(a)(i), the distributions described in the last sentence of this Section 6.1(a)(ii), repurchases or redemptions\nmade in accordance with Section 4.1(f) or Section 4.6 or payments made in accordance with Section 7.4 or Section 7.9 need not be on a pro rata basis), in accordance with the number of Common Units\nowned by each Member as of the close of business on such record date. Promptly following the designation of a record date and the declaration of a distribution pursuant to this Section 6.1(a)(ii), the Managing Member shall give notice to\neach Member of the record date, the amount and the terms of the distribution and the payment date thereof. For the avoidance of"} +{"idx": 50, "level": 3, "span": "doubt, the receipt and subsequent distribution to Tema by Company of the “Unadjusted Consideration” (as defined in the Combination Agreement) on the date of this Agreement and any\namounts received as adjustments thereto shall not be subject to this Section 6.1(a)(ii).\nThe Managing Member\nshall have the obligation to make distributions set forth in Section 6.1(a)(i), Section 6.2 and Section 11.3(b)(iii), provided, however that notwithstanding any other provision herein to the contrary, no\ndistributions shall be made to any Member to the extent such distribution would render the Company insolvent or violate the Act. For purposes of the foregoing sentence, insolvency means the inability of the Company to meet its payment obligations\nwhen due."} +{"idx": 50, "level": 2, "span": "Successors. For purposes of determining the amount of distributions, each Member shall be treated as having made the Capital Contributions and as having received the Distributions made to or received by its\npredecessors in respect of any of such Member’s Units.\n(c)Distributions In-Kind. Except as otherwise provided in this Agreement, any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Managing Member. To the extent\nthat the Company distributes property in-kind to the Members, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 6.1(a) and such property shall be treated as if\nit were sold for an amount equal to its Fair Market Value. Any resulting gain or loss shall be allocated to the Member’s Capital Accounts in accordance with Section 5.1 and Section 5.2.\nSection 6.2 Tax-Related Distributions.\nThe Company shall make distributions to all Members on a pro rata basis, in accordance with the number of Common Units owned by each Member, at such times and in such amounts as the Managing Member reasonably determines\nis necessary to enable Rosehill to (i) timely satisfy all of its U.S. federal, state and local and non-U.S. tax liabilities and (ii) timely meet its obligations pursuant to the Tax Receivable Agreement."} +{"idx": 50, "level": 3, "span": "If a Member (other than Rosehill) has an Assumed Tax Liability at a Tax Advance Date in excess of the sum of the\ncumulative amount of distributions under Section 6.1(a)(ii), distributions under Section 6.2(a), any Tax Advances (as defined below) and After-Tax TRA Payments made to such Member through such date, the Company shall, to the\nextent permitted by applicable Law, but subject to the Act, the availability of funds and any restrictions contained in any agreement to which the Company is bound, make advances to such Member in an amount equal to such excess (a “Tax\nAdvance”). Any such Tax Advance shall be treated as an advance against and, thus, shall reduce (without duplication), any future distributions that would otherwise be made to such Member pursuant to Sections"} +{"idx": 50, "level": 2, "span": "6.1(a)(ii), 6.2(a) and 11.3(b)(iii). If there is a Tax Advance outstanding with respect to a Member who elects to participate in an Exchange, such Member shall be required to\npay to the Company within fifteen (15) days after the Exchange Date an amount of cash equal to the proportionate share of such Tax Advance relating to its Common Units subject to the Exchange (determined at the time of the Exchange based on the\nnumber of Common Units subject to the Exchange as compared to the total number of Common Units held by such Member). For the avoidance of doubt, any repayment of a Tax Advance pursuant to the previous sentence shall not be treated as a Capital\nContribution.\nSection 6.3 Distribution Upon Withdrawal. No withdrawing Member shall be entitled to\nreceive any distribution or the value of such Member’s Interest in the Company as a result of withdrawal from the Company prior to the liquidation of the Company, except as specifically provided in this Agreement."} +{"idx": 50, "level": 2, "span": "ARTICLE VII"} +{"idx": 50, "level": 2, "span": "MANAGEMENT\nSection 7.1 The Managing Member; Fiduciary Duties.\nRosehill shall be the sole Managing Member of the Company. Except as otherwise required by Law or as explicitly set forth in this Agreement, (i) the Managing Member shall have full and complete charge of all\naffairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business,\nactivities and operations of the Company (including the incurrence of costs and expenses) in its sole discretion without the consent of any other Member and (iii) the Members other than the Managing Member (in their capacity as such) shall not\nparticipate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company. Any action required or permitted to be taken by the Managing Member may be taken by a\nconsent thereto in writing\nIn connection with the performance of its duties as the Managing Member of the Company, except as otherwise set forth herein, the Managing Member acknowledges that it will owe to the Members the same fiduciary duties as\nit would owe to the stockholders of a Delaware corporation if it were a member of the board of directors of such a corporation and the Members were stockholders of such corporation. The Members acknowledge that the Managing Member will take action\nthrough its board of directors, and that the members of the Managing Member’s board of directors will owe comparable fiduciary duties to the stockholders of the Managing Member. The provisions of this Agreement, to the extent that they restrict\nor eliminate the duties (including fiduciary duties) and liabilities of the Managing Member otherwise existing at law or in equity, are agreed by the Members to replace, to the fullest extent permitted by applicable Law, such other duties and\nliabilities of the Managing Member.\n(c)Whenever in this Agreement or any other agreement contemplated herein, the Managing Member is permitted or required to take any action or to make a decision in its “sole discretion” or “discretion”\nor under a grant of similar authority or latitude, the Managing Member shall be entitled to consider such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable Law, have no duty or\nobligation to give any consideration to any interest of or factors affecting the Company or other Members.\nSection 7.2\nOfficers.\nThe Managing Member may appoint, employ or otherwise contract with any Person for the transaction of the business of the Company or the performance of services for or on behalf of the Company, and the Managing Member\nmay delegate to any such Persons such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate."} +{"idx": 50, "level": 2, "span": "The initial president and chief executive officer of the Company (the “President and Chief Executive Officer”) will be Alan Townsend.\n(c)Except as otherwise set forth herein, the President and Chief Executive Officer will be responsible for the general and active management of the business of the Company and its Subsidiaries and will see that all orders\nof the Managing Member are carried into effect. The President and Chief Executive Officer will report to the Managing Member and have the general powers and duties of management usually vested in the office of president and chief executive officer\nof a corporation organized under the DGCL, subject to the terms of this Agreement, and will have such other powers and duties as may be prescribed by the Managing Member or this Agreement. The President and Chief Executive Officer will have the\npower to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by Law to be otherwise signed and executed, and except where the signing and execution thereof will be\nexpressly delegated by the Managing Member to some other Officer or agent of the Company.\n(d)Except as set forth herein, the Managing Member may appoint Officers at any time, and the Officers may include one or more vice presidents, a secretary, one or more assistant secretaries, a chief financial officer, a\ngeneral counsel, a treasurer, one or more assistant treasurers, a chief operating officer, an executive chairman, and any other officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure\nof the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company. The Officers will exercise such\npowers and perform such duties as specified in this Agreement or as determined from time to time by the Managing Member.\n(e)Subject to this Agreement and to the rights, if any, of an Officer under a contract of employment, any Officer may be removed, either with or without cause, by the Managing Member. Any Officer may resign at any time by\ngiving written notice to the Managing Member. Any resignation will take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation\nwill not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the Officer is a party. A vacancy in any office because of death, resignation, removal,\ndisqualification or any other cause will be filled in the manner prescribed in this Agreement for regular appointments to that office.\nSection 7.3 Warranted Reliance by Officers on Others. In exercising their authority and performing their duties under this\nAgreement, the Officers shall be entitled to rely on information, opinions, reports, or statements of the following persons or groups unless they have actual knowledge concerning the matter in question that would cause such reliance to be\nunwarranted:\none or more employees or other agents of the Company or subordinates whom the Officer reasonably believes to be reliable and competent in the matters presented; and\nany attorney, public accountant, or other person as to matters which the Officer reasonably believes to be within such person’s professional or expert competence.\nSection 7.4 Indemnification. Subject to the limitations and conditions provided in this Section 7.4, each\nPerson who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative (each, a\n“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact he, she or it, or a Person of which he, she or it is the legal representative, is or was a\nMember, an Officer, or acting as the, Managing Member, Tax Matters Member or Company Representative of the Company, in each case, shall be indemnified by the Company to the fullest extent permitted by applicable Law, as the same exists or may\nhereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such Law permitted the Company to provide prior to such amendment) against all\njudgment, penalties (including excise and similar taxes and punitive damages), fines, settlement and reasonable expenses (including reasonable attorneys’ fees and expenses) actually incurred by such Person in connection with such Proceeding,\nappeal, inquiry or investigation, if such Person acted in Good Faith. Reasonable expenses incurred by a Person of the type entitled to be indemnified under this Section 7.4 who was, is or is threatened to be made a named defendant or\nrespondent in a Proceeding shall be paid by the Company in advance of the final disposition of the Proceeding as such expenses are incurred upon receipt of an undertaking by or on behalf of such Person to repay such amount if it shall ultimately be\ndetermined that he, she or it is not entitled to be indemnified by the Company. Indemnification under this Section 7.4 shall continue as to a Person who has ceased to serve in the\ncapacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.4 shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.4 shall have\nthe effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification\nprovided in this Section 7.4 could involve indemnification for negligence or under theories of strict liability.\nSection 7.5 Maintenance of Insurance or Other Financial Arrangements. In compliance with applicable Law, the Company (with\nthe approval of the Managing Member) may purchase and maintain insurance or make other financial arrangements on behalf of any Person who is or was a Member, employee or agent of the Company, or at the request of the Company is or was serving as a\nmanager, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, for any Liability asserted against such Person and Liability and expenses incurred by such Person\nin such Person’s capacity as such, or arising out of such Person’s status as such, whether or not the Company has the authority to indemnify such Person against such Liability and expenses.\nSection 7.6 Resignation or Termination of Managing Member. Rosehill shall not, by any means, resign as, cease to be or be\nreplaced as Managing Member except in compliance with this Section 7.6. No termination or replacement of Rosehill as Managing Member shall be effective unless proper provision is made, in compliance with this Agreement, so that the\nobligations of Rosehill, its successor (if applicable) and any new Managing Member and the rights of all Members under this Agreement and applicable Law remain in full force and effect. No appointment of a Person other than Rosehill (or its\nsuccessor, as applicable) as Managing Member shall be effective unless Rosehill (or its successor, as applicable) and the new Managing Member (as applicable) provide all other Members with contractual rights, directly enforceable by such other\nMembers against Rosehill (or its successor, as applicable) and the new Managing Member (as applicable), to cause (a) Rosehill to comply with all Rosehill’s obligations under this Agreement (including its obligations under\nSection 4.6) other than those that must necessarily be taken in its capacity as Managing Member and (b) the new Managing Member to comply with all the Managing Member’s obligations under this Agreement.\nSection 7.7 No Inconsistent Obligations. The Managing Member represents that it does not have any contracts, other\nagreements, duties or obligations that are inconsistent with its duties and obligations (whether or not in its capacity as Managing Member) under this Agreement and covenants that, except as permitted by Section 7.1, it will not enter\ninto any contracts or other agreements or undertake or acquire any other duties or obligations that are inconsistent with such duties and obligations.\nSection 7.8 Reclassification Events of Rosehill. If a Reclassification Event occurs, the Managing Member or its successor,\nas the case may be, shall, as and to the extent necessary, amend this Agreement in compliance with Section 12.1, and enter into any necessary supplementary or additional agreements, to ensure that, following the effective date of the\nReclassification Event: (i) the exchange rights of holders of Common Units set forth in Section 4.6 provide that each Common Unit and share of Class B Common Stock is exchangeable for the\nsame amount and same type of property, securities or cash (or combination thereof) that one share of Class A Common Stock becomes exchangeable for or converted into as a result of the\nReclassification Event and (ii) Rosehill or the successor to Rosehill, as applicable, is obligated to deliver such property, securities or cash upon such exchange. Rosehill shall not consummate or agree to consummate any Reclassification Event\nunless the successor Person, if any, becomes obligated to comply with the obligations of Rosehill (in whatever capacity) under this Agreement.\nSection 7.9 Certain Costs and Expenses. The Company shall (i) pay, or cause to be paid, all costs, fees, operating\nexpenses and other expenses of the Company (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company) incurred in pursuing and conducting, or\notherwise related to, the activities of the Company, and (ii) in the sole discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the\nextent that the Managing Member determines in its sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the\nbusiness and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member), the Managing Member may cause the Company to pay or bear all expenses of the Managing Member, including, without\nlimitation, costs of securities offerings not borne directly by members, board of directors compensation and meeting costs, cost of periodic reports to its stockholders, litigation costs and damages arising from litigation, accounting and legal\ncosts; provided that the Company shall not pay or bear any income tax obligations of the Managing Member. In the event that (i) shares of Class A Stock are sold to underwriters in any public offering after the Effective Time, in\neach case, at a price per share that is lower than the price per share for which such shares of Class A Stock are sold to the public in such public offering after taking into account underwriters’ discounts or commissions and brokers’\nfees or commissions (including, for the avoidance of doubt, any deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of such public offering) (such difference, the\n“Discount”) and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Common Units or otherwise contributed to the Company, the Company shall reimburse the Managing Member for\nsuch Discount by treating such Discount as an additional Capital Contribution made by the Managing Member to the Company, issuing Common Units in respect of such deemed Capital Contribution in accordance with Section 4.6(b)(ii), and\nincreasing the Managing Member’s Capital Account by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of the Managing Member pursuant to this Section 7.9 shall not be treated as a\ndistribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company."} +{"idx": 50, "level": 2, "span": "ARTICLE VIII"} +{"idx": 50, "level": 2, "span": "ROLE OF MEMBERS\nSection 8.1 Rights or Powers. Other than the Managing Member, the Members, acting in their capacity as Members, shall not\nhave any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the\nCompany in any way. Notwithstanding the foregoing, the Members have all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in\nthe Act. A Member, any Affiliate thereof or an employee, stockholder, agent, director or officer of a Member or any Affiliate thereof, may also be an employee or be retained as an agent of the Company. The existence of these relationships and acting\nin such capacities will not result in the Member (other than the Managing Member) being deemed to be participating in the control of the business of the Company or otherwise affect the limited liability of the Member. Except as specifically provided\nherein, a Member (other than the Managing Member) shall not, in its capacity as a Member, take part in the operation, management or control of the Company’s business, transact any business in the Company’s name or have the power to sign\ndocuments for or otherwise bind the Company.\nSection 8.2 Voting."} +{"idx": 50, "level": 2, "span": "Meetings of the Members may be called upon the written request of Members holding at least 50% of the outstanding Common Units. Such request shall state the location of the meeting and the nature of the business to be\ntransacted at the meeting. Written notice of any such meeting shall be given to all Members not less than two Business Days and not more than 30 days prior to the date of such meeting. Members may vote in person, by proxy or by telephone at any\nmeeting of the Members and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance\nwith the procedure prescribed in this Section 8.2. Except as otherwise expressly provided in this Agreement, the affirmative vote of the Members holding a majority of the outstanding Common Units shall constitute the act of the Members.\nEach Member may authorize any Person or Persons to act for it by proxy on all matters in which such Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting.\nEvery proxy must be signed by such Member or its attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member\nexecuting it.\n(c)Each meeting of Members shall be conducted by an Officer designated by the Managing Member or such other individual person as the Managing Member deems appropriate.\n(d)Any action required or permitted to be taken by the Members may be taken without a meeting if the requisite Members whose approval is necessary consent thereto in writing.\nSection 8.3 Various Capacities. The Members acknowledge and agree that the Members or their Affiliates will from time to\ntime act in various capacities, including as a Member and as the Tax Matters Member or Company Representative."} +{"idx": 50, "level": 2, "span": "ARTICLE IX"} +{"idx": 50, "level": 2, "span": "TRANSFERS OF INTERESTS\nSection 9.1 Restrictions on Transfer."} +{"idx": 50, "level": 2, "span": "Except as provided in Section 4.6 and except for the Transfers by a Member to Permitted Transferee, no Member shall Transfer all or any portion of its Interest without the Managing Member’s prior\nwritten consent, which consent shall be granted or withheld in the Managing Member’s sole discretion. If, notwithstanding the provisions of this Section 9.1(a), all or any portion of a Member’s Interests are Transferred in\nviolation of this Section 9.1(a), involuntarily, by operation of law or otherwise, then without limiting any other rights and remedies available to the other parties under this Agreement or otherwise, the Transferee of such Interest (or\nportion thereof) shall not be admitted to the Company as a Member or be entitled to any rights as a Member hereunder, and the Transferor will continue to be bound by all obligations hereunder, unless and until the Managing Member consents in writing\nto such admission, which consent shall be granted or withheld in the Managing Member’s sole discretion. Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 9.1(a) shall\nbe null and void and of no force or effect whatsoever. For the avoidance of doubt, the restrictions on Transfer contained in this Article IX shall not apply to the Transfer of any capital stock of the Managing Member; provided that no\nshares of Class B Common Stock may be Transferred unless a corresponding number of Common Units are Transferred therewith in accordance with this Agreement."} +{"idx": 50, "level": 3, "span": "In addition to any other restrictions on Transfer herein contained, including the provisions of this Article IX, in no event may any Transfer or assignment of Interests by any Member be made (i) to any\nPerson who lacks the legal right, power or capacity to own Interests; (ii) if in the opinion of legal counsel or a qualified tax advisor to the Company such Transfer presents a material risk that such Transfer would cause the Company to cease\nto be classified as a partnership or to be classified as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code; (iii) if such Transfer would cause the Company to become, with respect to any employee\nbenefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3 (14) of ERISA) or a “disqualified person” (as defined in Section 4975(e)(2) of the Code); (iv) if such Transfer would,\nin the opinion of counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to the Plan Asset Regulation or otherwise cause the Company to be subject to regulation under ERISA;\n(v) if such Transfer requires the registration of such Interests or any Equity Securities issued upon any exchange of such Interests, pursuant to any applicable U.S. federal or state securities Laws; or (vi) if such Transfer subjects the\nCompany to regulation under the Investment Company Act or the Investment Advisors Act of 1940, each as amended (or any succeeding law). Any Transfer purported to be made in violation of this Section 9.1(b) shall be void ab initio.\nSection 9.2 Notice of Transfer. Other than in connection with Transfers made\npursuant to Section 4.6, each Member shall, after complying with the provisions of this Agreement, but in any event no later than three Business Days following any Transfer of Interests, give written notice to the Company of such\nTransfer. Each such notice shall describe the manner and circumstances of the Transfer.\nSection 9.3 Transferee\nMembers. A Transferee of Interests pursuant to this Article IX shall have the right to become a Member only if (i) the requirements of this Article IX are met, (ii) such Transferee executes an instrument reasonably\nsatisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iii) such\nTransferee represents that the Transfer was made in accordance with all applicable securities Laws, (iv) the Transferor or Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of\nany Transfer or proposed Transfer of a Member’s Interest, whether or not consummated and (v) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute\nan instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s\nInterest. Unless agreed to in writing by the Managing Member, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement\nor any other Contract between the Managing Member, the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of the admission of a Member shall be sent promptly by the\nCompany to each remaining Member. Notwithstanding anything to the contrary in this Section 9.3, and except as otherwise provided in this Agreement, following a Transfer by one or more Members (or a transferee of the type described in\nthis sentence) to an Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of such Member(s) under this Agreement.\nSection 9.4 Legend. Each certificate representing a Unit, if any, will be stamped or otherwise imprinted with a legend in\nsubstantially the following form:"} +{"idx": 50, "level": 4, "span": "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN\nREGISTERED UNDER THE SECURITIES ACT OF 1933."} +{"idx": 50, "level": 4, "span": "THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN\nEXEMPTION THEREFROM UNDER SUCH ACT."} +{"idx": 50, "level": 4, "span": "THE TRANSFER AND VOTING OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE FIRST\nAMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROSEHILL OPERATING COMPANY, LLC DATED AS OF APRIL 27, 2017 AMONG THE MEMBERS LISTED THEREIN, AS IT MAY BE AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, AND NO"} +{"idx": 50, "level": 4, "span": "TRANSFER OF THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF\nRECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER OF SUCH SECURITIES.”"} +{"idx": 50, "level": 2, "span": "ARTICLE X"} +{"idx": 50, "level": 2, "span": "ACCOUNTING\nSection 10.1 Books of Account. The Company shall, and shall cause each Subsidiary to, maintain true books and records of\naccount in which full and correct entries shall be made of all its business transactions pursuant to a system of accounting established and administered in accordance with GAAP, and shall set aside on its books all such proper accruals and reserves\nas shall be required under GAAP. Such books and records of account shall be kept in sufficient detail to provide each Member with the information required for such Member to prepare their tax returns to the extent the Company is notified by such\nMember that such information is required for such Member to prepare its tax returns. Any such information may be reasonably requested by such Member. Electronic version of such books and records of account shall be provided to a Member upon request,\nat the Company’s expense.\nSection 10.2 Tax Elections.\nThe Company and any eligible Subsidiary shall make an election pursuant to Section 754 of the Code, shall not thereafter revoke such election and shall make a new election pursuant to Section 754 of the Code\nto the extent necessary following any “termination” of the Company or the Subsidiary, as applicable, under Section 708 of the Code. In addition, the Company shall make the following elections on the appropriate forms or tax returns:\ni.to adopt the calendar year as the Company’s Fiscal Year, if permitted under the Code;\nii.to adopt the accrual method of accounting for U.S. federal income tax purposes;\niii.to elect to amortize the organizational expenses of the Company as permitted by Section 709(b) of the Code;\niv.to elect to deduct intangible drilling costs under Section 263(c) of the Code; and\nv.any other election the Managing Member may deem appropriate and in the best interests of the Company.\nUpon request of the Tax Matters Member or Company Representative, as applicable, each Member shall cooperate in good faith with the Company in connection with the Company’s efforts to elect out of the application\nof the company-level audit and adjustment rules of the Bipartisan Budget Act of 2015, if applicable.\nSection 10.3 Tax Returns; Information."} +{"idx": 50, "level": 2, "span": "The Managing Member (at the Company’s sole cost and expense) shall cause the Tax Return Preparer to prepare and timely file all income and other tax and informational returns (collectively the “Tax\nReturns”) of the Company. No later than 30 days after the end of each Fiscal Year, the Managing Member shall furnish to each Member that holds at such time at least 20% of the then-outstanding Common Units a draft of each Tax Return for the\npreceding Fiscal Year together with all supporting schedules and other information as approved by the Managing Member and shall consider in good faith any comments provided by such Member with respect to such draft Tax Return within 15 days after\nsuch Member’s receipt of such draft Tax Return. No later than 60 days after the end of each Fiscal Year, the Managing Member shall furnish to each Member a copy of each Tax Return for the preceding Fiscal Year to be filed with the applicable\ntaxing authority together with all supporting schedules and other information that is necessary for each Member to comply with its applicable U.S. federal, state and local income tax reporting obligations. The Tax Returns together with schedules and\nother information required by this Section 10.3 shall be furnished electronically to the Members.\nNo later than 30 days before the end of each Fiscal Year, the Managing Member (at the Company’s sole cost and expense) shall provide electronically to each Member that holds at such time at least 20% of the\nthen-outstanding Common Units a projection of the U.S. federal (and state and local as applicable) taxable income or loss of the Company for the next succeeding Fiscal Year together with supporting schedules as approved by the Managing Member and\nsuch Member’s estimated allocable share of such taxable income or loss. No later than the end of each Quarterly Period, the Managing Member shall provide electronically to each Member that holds at such time at least 20% of the then-outstanding\nCommon Units an update of the projections of taxable income or loss for the Fiscal Year and such Member’s allocable share thereof in sufficient detail that will permit such Member to comply with its U.S. federal, state and local income tax\nfiling obligations.\n(c)All Tax Returns and other reports required by this Section 10.3 to be provided to a Member that holds at such time at least 20% of the then-outstanding Common Units will be accompanied with: (i) two\nbalance sheets as of the end of the applicable period covered by the report, one of which shall be prepared in accordance with the Capital Account maintenance rules provided herein and one of which shall be on a tax basis; and (ii) two income\nor loss statements for the applicable period covered by such statement, one of which will be prepared showing Profits and Losses and one of which will show taxable income or loss.\n(d)The “Tax Return Preparer” shall be Price Waterhouse Coopers, LLP, (or such other nationally recognized accounting firm mutually agreed to by the Members).\n(e)The Members agree to take all actions reasonably requested by the Company Representative to comply with the Bipartisan Budget Act of 2015, including where applicable, filing amended returns as provided in Sections 6225\nor 6226 of the Code and providing confirmation thereof to the Company Representative. The Company Representative is authorized to make or refrain from making any elections permitted by the Company Representative under the Bipartisan Budget Act of\n2015. As long as a Member holds at least 20% of the then-outstanding Common Units, the Company Representative shall keep such Member timely informed of any proposed actions and elections referred to above in this Section 10.3(e) and\nconsider in good faith such Member’s timely written comments regarding such proposed actions and elections. The Company agrees, upon request by a Member, to provide detailed financial forecasts of the Company’s operations sufficient to\nallow such Member to perform its own internal tax forecasting; provided, that the preparation of such forecasts shall be subject to the Company’s public reporting obligations.\n(f)Within thirty (30) days following the end of each Fiscal Year, or as such other times as reasonably requested in writing by the Managing Member, each Member agrees to provide the Company the written data required\nby Treasury Regulations Section 1.613A-3(e)(3(iii)(B).\nSection 10.4 Tax Matters Member and Company\nRepresentative.\nThe Managing Member is specially authorized and appointed to act as the Tax Matters Member and as the Company Representative (as applicable) and in any similar capacity under state or local Law. The Tax Matters Member\nor Company Representative (as applicable) may retain, at the Company’s expense, such outside counsel, accountants and other professional consultants as it may reasonably deem necessary in the course of fulfilling its obligations as Tax Matters\nMember or Company Representative (as applicable).\nAs long as a Member holds at least 20% of the then-outstanding Common Units:\n(i)The Managing Member shall promptly notify such Member if any federal income tax return of the Company is audited.\nIn addition, the Managing Member shall promptly furnish to such member all notices concerning administrative and judicial proceedings relating to federal income tax audits and litigation of the Company. During the pendency of any administrative\nproceeding or judicial proceeding of the Company, the Managing Member shall furnish such Member timely notice of any material meeting, conferences or hearings with the Internal Revenue Service, Justice Department or the courts, and allow such Member\n(at such Member’s sole cost and expense) the right to attend such meetings, conferences or proceedings and to review and comment on any material\nwritten submissions to the Internal Revenue Service, Justice Department or the courts prepared by or on behalf of the Managing Member. The Managing Member will promptly inform such Member of any\nsettlement offers by the taxing authority and consider in good faith any timely written comments from such Member regarding any such settlement offers.\n(ii)The Managing Member shall not file a request for an administrative adjustment of items for any Company taxable year without first providing written notification to the Member prior to the filing of such adjustment and\nconsidering in good faith the Member’s written comments thereto.\n(iii)Before the Managing Member files a petition in a judicial proceeding with respect to any federal income tax item or other matter involving the Company, the Managing Member shall provide timely written notification to\nsuch Member of such intention and the nature of the contemplated proceeding and consider in good faith such Member’s written comments.\nSection 10.5 Withholding Tax Payments and Obligations.\nThe Company and its Subsidiaries may withhold from distributions, allocations or portions thereof if it is required to do so by any applicable rule, regulation or law, and each Member hereby authorizes the Company and\nits Subsidiaries to withhold or pay on behalf of or with respect to such Member any amount of taxes that the Managing Member determines, in good faith, that the Company or any of its Subsidiaries is required to withhold or pay with respect to any\namount distributable or allocable to such Member pursuant to this Agreement."} +{"idx": 50, "level": 3, "span": "To the extent that any tax is paid by (or withheld from amounts payable to) the Company or any of its Subsidiaries and the Managing Member determines, in good faith, that such tax relates to one or more specific Members\n(including any tax payable by the Company or any of its Subsidiaries pursuant to Section 6225 of the Code with respect to items of income, gain, loss deduction or credit allocable or attributable to such Member), such tax shall be treated as an\namount of taxes withheld or paid with respect to such Member pursuant to this Section 10.5.\n(c)For all purposes under this Agreement, any amounts withheld or paid with respect to a Member pursuant to this Section 10.5 shall be treated as if distributed to such Member at the time such withholding\nor payment is made. Further, to the extent that the cumulative amount of such withholding or payment for any period exceeds the distributions to which such Member is entitled for such period, the amount of such excess shall be considered a loan from\nthe Company to such Member, with interest accruing at the Prime Rate in effect from time to time, compounded annually. The Managing Member may, in its discretion, either demand payment of the principal and accrued interest on such demand loan at any\ntime (which payment shall not be deemed a Capital Contribution for purposes of this Agreement), and enforce payment thereof by legal process, or may withhold from one or more distributions to a Member amounts sufficient to satisfy such Member’s\nobligations under any such demand loan.\n(d)Neither the Company nor the Managing Member shall be liable for any excess taxes withheld in respect of any Member, and, in the event of overwithholding, a Member’s sole recourse shall be to apply for a refund from\nthe appropriate Governmental Entity.\n(e)Notwithstanding any other provision of this Agreement, (i) any Person who ceases to be a Member shall be treated as a Member for purposes of this Section 10.5 and (ii) the obligations of a Member\npursuant to this Section 10.5 shall survive indefinitely with respect to any taxes withheld or paid by the Company that relate to the period during which such Person was actually a Member, regardless of whether such taxes are assessed,\nwithheld or otherwise paid during such period."} +{"idx": 50, "level": 2, "span": "ARTICLE XI"} +{"idx": 50, "level": 2, "span": "DISSOLUTION AND TERMINATION\nSection 11.1 Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur\nof the following (“Liquidating Events”):\nThe sale of all or substantially all of the assets of the Company; and\nThe determination of the Managing Member to dissolve, wind up, and liquidate the Company.\nThe Members hereby\nagree that the Company shall not dissolve prior to the occurrence of a Liquidating Event and that no Member shall seek a dissolution of the Company, under Section 18-802 of the Act or otherwise, other than based on the matters set forth in\nsubsections (a) and (b) above. If it is determined by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event, the Members hereby agree to continue the business of the\nCompany without a winding up or liquidation. In the event of a dissolution pursuant to Section 11.1(b), the relative economic rights of each class of Units immediately prior to such dissolution shall be preserved to the greatest extent\npracticable with respect to distributions made to Members pursuant to Section 11.3 in connection with such dissolution, taking into consideration tax and other legal constraints that may adversely affect one or more parties to such\ndissolution and subject to compliance with applicable laws and regulations, unless, with respect to any class of Units, holders of a majority of the Units of such class consent in writing to a treatment other than as described above.\nSection 11.2 Bankruptcy. For purposes of this Agreement, the “bankruptcy” of a Member shall mean the occurrence\nof any of the following: (a) any Governmental Entity shall take possession of any substantial part of the property of that Member or shall assume control over the affairs or operations thereof, or a receiver or trustee shall be appointed, or a\nwrit, order, attachment or garnishment shall be issued with respect to any substantial part thereof, and such possession, assumption of control, appointment, writ or order shall continue for a period of 90\nconsecutive days; or (b) a Member shall admit in writing of its inability to pay its debts when due, or make an assignment for the benefit of creditors; or apply for or consent to the\nappointment of any receiver, trustee or similar officer or for all or any substantial part of its property; or shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement,\nreadjustment of debts, dissolution, liquidation, or similar proceeding under the Laws of any jurisdiction; or (c) a receiver, trustee or similar officer shall be appointed for such Member or with respect to all or any substantial part of its\nproperty without the application or consent of that Member, and such appointment shall continue undischarged or unstayed for a period of 90 consecutive days or any bankruptcy, insolvency, reorganization, arrangements, readjustment of debt,\ndissolution, liquidation or similar proceedings shall be instituted (by petition, application or otherwise) against that Member and shall remain undismissed for a period of 90 consecutive days.\nSection 11.3 Procedure."} +{"idx": 50, "level": 2, "span": "In the event of the dissolution of the Company for any reason, the Members shall commence to wind up the affairs of the Company and to liquidate the Company’s investments; provided that if a Member is in\nbankruptcy or dissolved, another Member, who shall be the Managing Member unless the Managing Member is in bankruptcy or dissolved (“Winding-Up Member”), shall commence to wind up the affairs of the Company and, subject to\nSection 11.4(a), such Winding-Up Member shall have full right and unlimited discretion to determine in good faith the time, manner and terms of any sale or sales of the Property or other assets pursuant to such liquidation, having due\nregard to the activity and condition of the relevant market and general financial and economic conditions. The Members shall continue to share profits, losses and distributions during the period of liquidation in the same manner and proportion as\nthough the Company had not dissolved. The Company shall engage in no further business except as may be necessary, in the reasonable discretion of the Managing Member or the Winding-Up Member, as applicable, to preserve the value of the\nCompany’s assets during the period of dissolution and liquidation."} +{"idx": 50, "level": 3, "span": "Following the payment of all expenses of liquidation and the allocation of all Profits and Losses as provided in Article V, the proceeds of the liquidation and any other funds of the Company shall be distributed\nin the following order of priority:\ni.First, to the payment and discharge of all of the Company’s debts and Liabilities to creditors (whether third parties or Members), in the order of priority as provided by Law, except any obligations to the Members\nin respect of their Capital Accounts;\nii.Second, to set up such cash reserves which the Managing Member reasonably deems necessary for contingent or unforeseen Liabilities or future payments described in Section 11.3(b)(i) (which reserves when they\nbecome unnecessary shall be distributed in accordance with the provisions of subsection (iii), below); and\niii.Third, subject to Section 6.2, (A) first, to Rosehill in respect of the Series A Preferred Units, until Rosehill has received an amount equal to the total amount that would then be required to be\ndistributed by Rosehill in respect of all outstanding shares of Series A Preferred Stock if Rosehill were to liquidate, wind up or dissolve, and (B) the balance to the Members, pro rata in proportion to their respective Common Units.\n(c)Except as provided in Section 11.4(a), no Member shall have any right to demand or receive property other than cash upon dissolution and termination of the Company.\n(d)Upon the completion of the liquidation of the Company and the distribution of all Company funds, the Company shall terminate and the Managing Member or the Winding-Up Member, as the case may be, shall have the authority\nto execute and record a certificate of cancellation of the Company, as well as any and all other documents required to effectuate the dissolution and termination of the Company.\nSection 11.4 Rights of Members.\nEach Member irrevocably waives any right that it may have to maintain an action for partition with respect to the property of the Company.\nExcept as otherwise provided in this Agreement, (i) each Member shall look solely to the assets of the Company for the return of its Capital Contributions, and (ii) no Member shall have priority over any other\nMember as to the return of its Capital Contributions, distributions or allocations.\nSection 11.5 Notices of\nDissolution. In the event a Liquidating Event occurs or an event occurs that would, but for the provisions of Section 11.1, result in a dissolution of the Company, the Company shall, within 30 days thereafter, (a) provide\nwritten notice thereof to each of the Members and to all other parties with whom the Company regularly conducts business (as determined in the discretion of the Managing Member), and (b) comply, in a timely manner, with all filing and notice\nrequirements under the Act or any other applicable Law.\nSection 11.6 Reasonable Time for Winding Up. A reasonable time\nshall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets in order to minimize any losses that might otherwise result from such winding up.\nSection 11.7 No Deficit Restoration. No Member shall be personally liable for a deficit Capital Account balance of that\nMember, it being expressly understood that the distribution of liquidation proceeds shall be made solely from existing Company assets."} +{"idx": 50, "level": 2, "span": "ARTICLE XII"} +{"idx": 50, "level": 2, "span": "GENERAL\nSection 12.1 Amendments; Waivers."} +{"idx": 50, "level": 2, "span": "The terms and provisions of this Agreement may be waived, modified or amended (including by means of merger, consolidation or other business combination to which the Company is a party) only with the approval of the\nManaging Member; provided, however, that no amendment to this Agreement may:\ni.waive, modify or amend this Section 12.1(a) without the written consent of each Member;\nii.waive, modify or amend any provision of this Agreement which requires the approval or action of certain Persons or percentage thereof without obtaining the consent of such Persons or percentage thereof;\niii.modify the limited liability of any Member, or increase the liabilities or obligations of any Member, in each case, without the written consent of each such affected Member; or\niv.materially alter or change any rights, preferences or privileges of any Interests in a manner that is different or prejudicial relative to any other Interests, without the written consent of the Members holding a\nmajority of the Interests affected in such a different or prejudicial manner."} +{"idx": 50, "level": 3, "span": "Notwithstanding the foregoing subsection (a), the Managing Member, acting alone, may amend this Agreement, including Exhibit A, (i) to reflect the admission of new Members, Transfers of Interests, the\nissuance of additional Units or Equity Securities, as provided by the terms of this Agreement, and, subject to Section 12.1(a), subdivisions or combinations of Units made in compliance with Section 4.1(g) and (ii) to the\nminimum extent necessary to (A) comply with the provisions of the Bipartisan Budget Act of 2015 and any Treasury Regulations or other administrative pronouncements promulgated thereunder and (B) to administer the effects of such provisions\nin an equitable manner.\n(c)No waiver of any provision or default under, nor consent to any exception to, the terms of this Agreement or any agreement contemplated hereby shall be effective unless in writing and signed by the party to be bound and\nthen only to the specific purpose, extent and instance so provided.\nSection 12.2 Further Assurances.\nEach party agrees that it will from time to time, upon the reasonable request of another party, execute such documents and instruments and take such further action as may be required to accomplish the purposes of this Agreement.\nSection 12.3 Successors and Assigns. All of the terms and provisions of this\nAgreement shall be binding upon the parties and their respective successors and assigns, but shall inure to the benefit of and be enforceable by the successors and assigns of any Member only to the extent that they are permitted successors and\nassigns pursuant to the terms hereof. No party may assign its rights hereunder except as herein expressly permitted.\nSection 12.4\nEntire Agreement. This Agreement, together with all Exhibits and Schedules hereto and all other agreements referenced therein and herein, constitute the entire agreement between the parties hereto pertaining to the subject matter\nhereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection\nwith the subject matter hereof except as specifically set forth herein and therein.\nSection 12.5 Rights of Members\nIndependent. The rights available to the Members under this Agreement and at Law shall be deemed to be several and not dependent on each other and each such right accordingly shall be construed as complete in itself and not by reference to\nany other such right. Any one or more and/or any combination of such rights may be exercised by a Member and/or the Company from time to time and no such exercise shall exhaust the rights or preclude another Member from exercising any one or more of\nsuch rights or combination thereof from time to time thereafter or simultaneously.\nSection 12.6 Governing Law. This\nAgreement, the legal relations between the parties and any Action, whether contractual or non-contractual, instituted by any party with respect to matters arising under or growing out of or in connection with or in respect of this Agreement shall be\ngoverned by and construed in accordance with the Laws of the State of Delaware applicable to contracts made and performed in such State and without regard to conflicts of law doctrines.\nSection 12.7 Jurisdiction and Venue. The parties hereto hereby agree and consent to be subject to the jurisdiction of any\nfederal court of the District of Delaware or the Delaware Court of Chancery over any action, suit or proceeding arising out of or in connection with this Agreement (a “Legal Action”). The parties hereto irrevocably waive the defense\nof an inconvenient forum to the maintenance of any such Legal Action. Each of the parties hereto further irrevocably consents to the service of process out of any of the aforementioned courts in any such Legal Action by the mailing of copies thereof\nby registered mail, postage prepaid, to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing in this Section 12.7 shall affect the\nright of any party hereto to serve legal process in any other manner permitted by law.\nSection 12.8 Headings. The\ndescriptive headings of the Articles, Sections and subsections of this Agreement are for convenience only and do not constitute a part of this Agreement.\nSection 12.9 Counterparts. This Agreement and any amendment hereto or any other agreement (or document) delivered pursuant\nhereto may be executed in one or more counterparts and by different parties in separate counterparts. All of such counterparts shall constitute one and the same agreement (or other document) and shall become effective (unless otherwise provided\ntherein) when one or more counterparts have been signed by each party and delivered to the other party.\nSection 12.10 Notices. Any notice or other communication hereunder must be\ngiven in writing and (a) delivered in person, (b) transmitted by facsimile or telecommunications mechanism, provided, that any notice so given is also mailed as provided in clause (c), or (c) mailed by certified or registered\nmail, postage prepaid, receipt requested as follows:\nIf to the Company or the Managing Member, addressed to it at:\nRosehill Resources Inc.\n16200 Park Row, Suite 300\nHouston, Texas 77084\nAttention: Alan Townsend\nWith copies (which shall not constitute notice) to:\nRosehill\nResources Inc.\n811 Main Street, 18th Floor\nHouston, TX\n77002\nFacsimile: (713) 654-8080\nAttention: Edward\nKovalik\nRosehill Resources Inc.\n405 Lexington Avenue,\nSuite 29C\nNew York, NY 10174\nFacsimile: (646) 576-8640\nAttention: Gregory R. Dow\nVinson & Elkins L.L.P.\n1001 Fannin St., Suite 2500\nHouston, TX 77002\nFacsimile: (713) 758-4588\nAttention: W. Matthew Strock;\nBryan Loocke\nIf to Tema, addressed to it at:\nTema Oil and\nGas Company\nc/o Rosemore, Inc.\n1 North Charles Street, 22nd\nFloor\nBaltimore, MD 21201\nFacsimile: (410) 347-7081\nAttention: General Counsel\nor to such other address or to\nsuch other person as either party shall have last designated by such notice to the other parties. Each such notice or other communication shall be effective (i) if given\nby telecommunication, when transmitted to the applicable number so specified in (or pursuant to) this Section 12.10 and an appropriate answerback is received or, if transmitted after\n4:00 p.m. local time on a Business Day in the jurisdiction to which such notice is sent or at any time on a day that is not a Business Day in the jurisdiction to which such notice is sent, then on the immediately following Business Day, (ii) if\ngiven by mail, on the first Business Day in the jurisdiction to which such notice is sent following the date three days after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if\ngiven by any other means, on the Business Day when actually received at such address or, if not received on a Business Day, on the Business Day immediately following such actual receipt.\nSection 12.11 Representation By Counsel; Interpretation. The parties acknowledge that each party to this Agreement has been\nrepresented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law, or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against\nthe party that drafted it has no application and is expressly waived.\nSection 12.12 Severability. If any provision of\nthis Agreement is determined to be invalid, illegal or unenforceable by any Governmental Entity, the remaining provisions of this Agreement, to the extent permitted by Law shall remain in full force and effect, provided, that the essential\nterms and conditions of this Agreement for all parties remain valid, binding and enforceable.\nSection 12.13 Expenses.\nExcept as otherwise provided in this Agreement or in the Combination Agreement, each party shall bear its own expenses in connection with the transactions contemplated by this Agreement.\nSection 12.14 No Third Party Beneficiaries. Except as expressly provided in Section 7.4 and\nSection 10.2, nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under this Agreement or\notherwise create any third party beneficiary hereto.\n[Signatures Pages Follow]"} +{"idx": 50, "level": 1, "span": "IN WITNESS WHEREOF"} +{"idx": 50, "level": 1, "span": "SIGNATURE\nPAGE TO"} +{"idx": 50, "level": 1, "span": "FIRST AMENDED AND RESTATED\nLIMITED LIABILITY COMPANY AGREEMENT OF"} +{"idx": 50, "level": 1, "span": "ROSEHILL\nOPERATING COMPANY, LLC"} +{"idx": 50, "level": 1, "span": "SIGNATURE\nPAGE TO"} +{"idx": 50, "level": 1, "span": "FIRST AMENDED AND RESTATED\nLIMITED LIABILITY COMPANY AGREEMENT OF"} +{"idx": 50, "level": 1, "span": "ROSEHILL\nOPERATING COMPANY, LLC"} diff --git a/data/auto_parse/level_freeze/frozen/idx_51.jsonl b/data/auto_parse/level_freeze/frozen/idx_51.jsonl new file mode 100644 index 0000000..c01bd74 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_51.jsonl @@ -0,0 +1,19 @@ +{"idx": 51, "level": 1, "span": "DISTRIBUTION SUPPORT AGREEMENT"} +{"idx": 51, "level": 0, "span": "RODIN GLOBAL PROPERTY TRUST, INC. DISTRIBUTION SUPPORT AGREEMENT\n(the “Agreement”) dated March 23, 2017, by and between Cantor Fitzgerald\nInvestors, LLC (the “Sponsor”) and Rodin Global Property Trust, Inc. (the “Company”). "} +{"idx": 51, "level": 1, "span": "WHEREAS\n,\nthe Company has registered for public sale (the “Offering”) a maximum of $1,250,000,000 in shares of its common stock, $0.01 par value per share (the “Shares”), of which amount: (a) up to $1,000,000,000 in\nShares are being offered to the public pursuant to the Company’s primary offering; and (b) up to $250,000,000 in Shares are being offered to stockholders of the Company (the “Stockholders”) pursuant to the Company’s\ndistribution reinvestment plan; "} +{"idx": 51, "level": 1, "span": "WHEREAS\n, the majority of the net proceeds of the Offering are intended to be invested in a\ndiversified portfolio of income-producing commercial properties and other real estate-related assets, investing primarily in the acquisition of single-tenant net leased commercial properties located in the United States, United Kingdom and other\nEuropean countries; and "} +{"idx": 51, "level": 1, "span": "WHEREAS\n, to ensure that the Company has a sufficient amount of funds to cover cash distributions\nauthorized and declared to Stockholders during the Offering, the Sponsor has agreed to enter into this Agreement in accordance with the terms set forth herein. "} +{"idx": 51, "level": 1, "span": "NOW THEREFORE\n, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as\nfollows: \n1. Definitions. The following terms, when used herein, shall have the following meanings:\n“Advisor” means Rodin Global Property Advisors, LLC, the Company’s advisor, or any Affiliated successor.\n“Affiliate” means with respect to any Person: (i) any Person directly or indirectly owning, controlling or holding, with\nthe power to vote, ten percent or more of the outstanding voting securities of such other Person; (ii) any Person ten percent or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to\nvote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and\n(v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. An entity shall not be deemed to control or be under common control with a program sponsored by the Sponsor unless (A) the\nentity owns ten percent or more of the voting equity interests of such program or (B) a majority of the board of directors (or equivalent governing body) of such program is composed of Affiliates of the entity.\n“Agreement” has the meaning set forth in the recitals.\n“Business Day” means any day, other than a Saturday or Sunday, that is neither a\nlegal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.\n“Class I Shares” means the Class I shares of the Company’s common stock, par value $0.01\nper share, offered pursuant to the Offering.\n“Code” means the Internal Revenue Code of 1986, as amended from time to\ntime, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as\nin effect from time to time.\n“Company” has the meaning set forth in the recitals.\n“Distribution Shortfall” means, with respect to any calendar quarter during the Term, the amount by which Quarterly\nDistributions exceed MFFO for such quarter or, in the event MFFO is negative, the amount of the Quarterly Distributions for such quarter.\n“Issue Date” has the meaning set forth in Section 3(b) hereof.\n“MFFO” means the Company’s modified funds from operations as disclosed in the Company’s Periodic Report filed with\nrespect to the applicable period.\n“Offering” has the meaning set forth in the recitals.\n“Periodic Report” means the Company’s quarterly report on Form 10-Q or annual\nreport on Form 10-K, as applicable.\n“Person” means an individual, corporation,\npartnership, estate, trust (including a trust qualified under Section 401(a) or\n501(c) (17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Internal\nRevenue Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity, or any government or any agency or political subdivision thereof, and also includes a group as that term is\nused for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.\n“Prospectus” means the\nprospectus for the Offering contained in the Company’s registration statement on Form S-11, filed with the SEC pursuant to the Securities Act of 1933, as amended, and the applicable rules and regulations\nof the SEC promulgated thereunder, and declared effective by the SEC, as such prospectus may be supplemented or amended thereafter.\n“Purchase Price” means, as of any given date, the per share price of the Shares in the Offering, net of the maximum per share\nselling commissions and maximum dealer manager fees specified in the Prospectus.\n“Quarterly Distributions” means the aggregate amount of cash distributions paid\nto Stockholders during a calendar quarter.\n“SEC” means the United States Securities and Exchange Commission.\n“Shares” has the meaning set forth in the recitals.\n“Sponsor” has the meaning set forth in the recitals.\n“Stockholders” has the meaning set forth in the recitals.\n“Term” has the meaning set forth in Section 4 hereof.\n2. Share Purchase Commitment. In the event of a Distribution Shortfall for any calendar quarter during the Term, the Sponsor shall\npurchase Class I Shares from the Company in an aggregate amount equal to the Distribution Shortfall; provided, however, that the Sponsor’s obligation to purchase Class I Shares pursuant to this Agreement, shall be limited to an\naggregate of $5,000,000 (when aggregated with any Shares the Sponsor or its Affiliates purchased in order to satisfy the minimum offering requirements set forth in the Prospectus). Any Class I Shares purchased by the Sponsor pursuant to this\nSection 2 shall be purchased pursuant to the Offering and at the Purchase Price in effect as of the date of purchase of the Class I Share.\n3. Procedure for Purchase of Class I Shares.\n(a)In the event of a Distribution Shortfall, the Company shall deliver to the Sponsor a written notice within ten (10) Business Days following the Company’s filing with the SEC of its Periodic Report for such\ncalendar quarter or year, as the case may be, specifying the number of Class I Shares to be purchased by the Sponsor pursuant to Section 2 above and the Company’s calculation of the Distribution Shortfall.\n(b)On the fifth Business Day following the delivery of such notice (the “Issue Date”), the Company shall issue to the Sponsor the Class I Shares being sold against the Sponsor’s delivery of its\nexecuted subscription for the Offering and payment of the Purchase Price for such Class I Shares by wire transfer of immediately available funds.\n4. Term. This Agreement shall be in effect until the earlier of (a) March 23, 2019 (unless extended by the parties hereto) or\n(b) the date upon which neither Rodin Global Property Advisors, LLC nor any of its Affiliates is serving as the Company’s Advisor (the “Term”).\n5. Notices. All notices shall be in writing and shall be given or made, by delivery in person or by guaranteed delivery overnight\ncourier to each party at the addresses set forth below:\nRodin Global Property Trust, Inc.\n110 East 59th Street\nNew York, New York 10022\nAttention: General Counsel\nCantor Fitzgerald Investors, LLC\n110 East 59th Street\nNew York, New York 10022\nAttention: General Counsel\nor\nto such other addresses as each party may designate at any time by giving notice in writing to the other party. Notices shall be effective upon receipt in the case of personal delivery or one Business Day after being sent in the case of delivery by\novernight courier.\n6. Voting Agreement. The Sponsor agrees and shall cause any of its Affiliates to whom it may transfer\nClass I Shares to agree on behalf of the Sponsor and to require any subsequent transferees that are Affiliates to agree that, with respect to any Class I Shares purchased pursuant to this Agreement or otherwise acquired, the Sponsor will\nnot vote or consent on matters submitted to the Stockholders regarding any transaction between the Company and the Advisor or a transaction between the Company and any Affiliate of the Sponsor, including, without limitation, the removal of the\nAdvisor or any of its Affiliates as the Company’s Advisor. These voting restrictions shall survive with respect to the Sponsor until such time that the Advisor or its Affiliates are no longer serving as the Company’s Advisor.\n7. Assignment; Third Party Beneficiaries. This Agreement may not be assigned by any of the parties; provided, however, that the\nSponsor may assign its obligations under this Agreement to any one or more of its Affiliates, but no such assignments shall relieve the Sponsor of its obligations hereunder. This Agreement shall inure to the benefit of and shall be binding upon the\nheirs, executors, administrators, legal representatives, successors and assigns of the parties hereto.\n8. Governing Law. This\nAgreement shall be governed by and interpreted in accordance with the laws of the State of New York without reference to conflict of laws provisions.\n9. Amendment. No amendment, modification or waiver of this Agreement will be valid unless made in writing and duly executed by each\nparty hereto.\n10. Entire Agreement. This agreement constitutes the entire understanding among the parties with respect to the\nsubject matter hereof. This agreement may be executed in one or more counterparts."} +{"idx": 51, "level": 1, "span": "[The remainder of this page is intentionally left\nblank. Signature page follows.]"} +{"idx": 51, "level": 2, "span": "1. Definitions\nThe following terms, when used herein, shall have the following meanings:"} +{"idx": 51, "level": 2, "span": "2. Share Purchase Commitment\nIn the event of a Distribution Shortfall for any calendar quarter during the Term, the Sponsor shall\npurchase Class I Shares from the Company in an aggregate amount equal to the Distribution Shortfall; provided, however, that the Sponsor’s obligation to purchase Class I Shares pursuant to this Agreement, shall be limited to an\naggregate of $5,000,000 (when aggregated with any Shares the Sponsor or its Affiliates purchased in order to satisfy the minimum offering requirements set forth in the Prospectus). Any Class I Shares purchased by the Sponsor pursuant to this\nSection 2 shall be purchased pursuant to the Offering and at the Purchase Price in effect as of the date of purchase of the Class I Share."} +{"idx": 51, "level": 2, "span": "3. Procedure for Purchase of Class I Shares."} +{"idx": 51, "level": 2, "span": "4. Term\nThis Agreement shall be in effect until the earlier of (a) March 23, 2019 (unless extended by the parties hereto) or\n(b) the date upon which neither Rodin Global Property Advisors, LLC nor any of its Affiliates is serving as the Company’s Advisor (the “Term”)."} +{"idx": 51, "level": 2, "span": "5. Notices\nAll notices shall be in writing and shall be given or made, by delivery in person or by guaranteed delivery overnight\ncourier to each party at the addresses set forth below:"} +{"idx": 51, "level": 2, "span": "6. Voting Agreement\nThe Sponsor agrees and shall cause any of its Affiliates to whom it may transfer\nClass I Shares to agree on behalf of the Sponsor and to require any subsequent transferees that are Affiliates to agree that, with respect to any Class I Shares purchased pursuant to this Agreement or otherwise acquired, the Sponsor will\nnot vote or consent on matters submitted to the Stockholders regarding any transaction between the Company and the Advisor or a transaction between the Company and any Affiliate of the Sponsor, including, without limitation, the removal of the\nAdvisor or any of its Affiliates as the Company’s Advisor. These voting restrictions shall survive with respect to the Sponsor until such time that the Advisor or its Affiliates are no longer serving as the Company’s Advisor."} +{"idx": 51, "level": 2, "span": "7. Assignment; Third Party Beneficiaries\nThis Agreement may not be assigned by any of the parties; provided, however, that the\nSponsor may assign its obligations under this Agreement to any one or more of its Affiliates, but no such assignments shall relieve the Sponsor of its obligations hereunder. This Agreement shall inure to the benefit of and shall be binding upon the\nheirs, executors, administrators, legal representatives, successors and assigns of the parties hereto."} +{"idx": 51, "level": 2, "span": "8. Governing Law\nThis\nAgreement shall be governed by and interpreted in accordance with the laws of the State of New York without reference to conflict of laws provisions."} +{"idx": 51, "level": 2, "span": "9. Amendment\nNo amendment, modification or waiver of this Agreement will be valid unless made in writing and duly executed by each\nparty hereto."} +{"idx": 51, "level": 2, "span": "10. Entire Agreement\nThis agreement constitutes the entire understanding among the parties with respect to the\nsubject matter hereof. This agreement may be executed in one or more counterparts."} +{"idx": 51, "level": 1, "span": "IN WITNESS WHEREOF"} +{"idx": 51, "level": 1, "span": "[Signature Page to Distribution Support Agreement – Rodin Global Property Trust, Inc.]"} diff --git a/data/auto_parse/level_freeze/frozen/idx_52.jsonl b/data/auto_parse/level_freeze/frozen/idx_52.jsonl new file mode 100644 index 0000000..a07c88b --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_52.jsonl @@ -0,0 +1,75 @@ +{"idx": 52, "level": 1, "span": "2017 AFI PSU Tier II - STOCK | CASH FLOW"} +{"idx": 52, "level": 1, "span": "(With Australian Addendum)"} +{"idx": 52, "level": 1, "span": "ARMSTRONG FLOORING, INC.\n2500 Columbia Ave., P.O. Box 3025\nLancaster, PA 17604\n717.672.9611"} +{"idx": 52, "level": 1, "span": "EXHIBIT B"} +{"idx": 52, "level": 2, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 52, "level": 2, "span": "2016 LONG-TERM INCENTIVE PLAN"} +{"idx": 52, "level": 2, "span": "PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT"} +{"idx": 52, "level": 0, "span": "TERMS AND CONDITIONS\n1.Grant.\n(a)    Subject to the terms set forth below, Armstrong Flooring, Inc. (the “Company”) has granted to the designated employee (the “Grantee”) two target awards (the “Target Award”) of performance-based restricted stock units (the “Performance Units”) as specified in the 2017 Long-Term Performance Restricted Stock Unit Grant Letters to which these Grant Conditions relate (the “Grant Letters”). The “Date of Grant” is March 7, 2017. The Performance Units are Stock Units with respect to common stock of the Company (“Company Stock”).\n(b)    The Performance Units shall be earned, vested and payable if and to the extent that the Cumulative Free Cash Flow and Cumulative EBITDA performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met. The “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019.\n(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters. This grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan.\n2.    Performance Goals; Vesting.\n(a)    The Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through December 31, 2019 (the “Vesting Date”). The Performance Units shall be earned based on attainment of the Performance Goals and shall vest based on the Grantee’s continued employment through the Vesting Date, or as otherwise provided below.\n(b)    After the end of the Performance Period, the Management Development and Compensation Committee (the “Committee”) will determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units. The Grantee can earn up to 200% of the Target Award based on attainment of the Performance Goals, as set forth in the Grant Letters. Earned and vested Performance Units shall be payable as described in Section 5.\n(c)    If a Change in Control occurs, the amount earned with respect to the Performance Units shall be determined as of the date of the Change in Control as described in the Grant\nLetters. The earned Performance Units shall continue to vest based on the Grantee’s continued employment through the Vesting Date, except as otherwise provided herein. Earned and vested Performance Units shall be payable as described in Section 5. Notwithstanding the foregoing, if the Performance Units are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Units shall vest as of the date of the Change in Control, and such earned and vested Performance Units shall be paid as of the date of the Change in Control if the Change in Control is a 409A CIC (as defined below) and if permitted by the plan termination provisions of the regulations under section 409A of the Code. If payment at the date of the Change in Control is not permitted under section 409A, the earned and vested Performance Units shall be payable as described in Section 5.\n(d)    Except as described below, no Performance Units shall be earned prior to the Committee’s determination of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Units shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination.\n3.    Termination of Employment.\n(a)    General Rule. Except as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Units shall be forfeited as of the termination date and shall cease to be outstanding.\n(b)    “55 / 5” Rule Termination. If, after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of a “55 / 5” Rule Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period; provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(c)    Involuntary Termination before a Change in Control. If, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period, provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a\nfraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(d)    Death or Long-Term Disability Before a Change in Control. If, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(e)    Involuntary Termination, Death and Disability on or after a Change in Control. If the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Units earned as of the Change in Control date as described in the Grant Letters. If the Grantee has a Change in Control Severance Agreement with the Company (“Change in Control Agreement”), on and after a Change in Control, the term “Involuntary Termination” shall have the meaning given a termination by the Company without Cause as defined in the Change in Control Agreement, and shall include without limitation a termination for Good Reason as defined in the Change in Control Agreement. The Grantee agrees that, subject to the immediately preceding sentence, if and to the extent that these Grant Conditions conflict with the terms of the Change in Control Agreement or any employment agreement between the Company and the Grantee, these Grant Conditions shall supersede the provisions of the Change in Control Agreement and employment agreement applicable to vesting of performance units on and after a Change in Control, notwithstanding anything in the Change in Control Agreement or employment agreement to the contrary.\n(f)    Coordination of Provisions. If the Grantee terminates employment in a termination that is both a “‘55 / 5’ Rule Termination” and an Involuntary Termination, the termination shall be treated as an Involuntary Termination for purposes of the Grant Condition and Grant Letters.\n4.    Definitions. For purposes of these Grant Conditions and the Grant Letters:\n(a)    “‘55 / 5’ Rule Termination” shall mean the Grantee’s termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer.\n(b)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer.\n(c)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause.\n(d)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan.\n5.    Payment.\n(a)    Except as provided below, after the end of the Performance Period, if the Committee certifies that the Performance Goals and other conditions to payment of the Performance Units have been met, the Company shall issue shares of Company Stock to the Grantee equal to the number of earned and vested Performance Units, subject to applicable withholding for Taxes (as defined below) and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan. Payment of earned and vested Performance Units shall be made between April 1, 2020 and April 30, 2020, except as provided below. All unpaid Performance Units shall be forfeited in the event of termination for Cause.\n(b)    If the Grantee’s employment terminates for any reason other than Cause upon or within two years after a Change in Control that meets the requirements of a 409A CIC, the Grantee’s unpaid earned and vested Performance Units (if any) shall be paid within 60 days after the termination date, subject to compliance with section 409A of the Code, if applicable, and as described in Section 20(h) of the Plan. The Company shall issue shares of Company Stock to the Grantee equal to the number of the earned and vested Performance Units, subject to applicable withholding for Taxes. If a Change in Control does not meet the requirements of a 409A CIC, the Grantee’s earned and vested Performance Units (if any) shall be paid at the date described in subsection (a).\n(c)    Any fractional shares will be rounded up to the nearest whole share, but not exceeding 200% of the Target Award.\n6.    Dividend Equivalents. Dividend Equivalents shall accrue with respect to Performance Units and shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Units to which they relate. Dividend Equivalents shall be credited on the Performance Units when dividends are declared on shares of Company Stock from the Date of Grant until the payment date for the vested Performance Units. The Company will keep records of Dividend Equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Vested Dividend Equivalents shall be paid in cash at the same time and subject to the same terms as the underlying vested Performance Units.\nIf and to the extent that the underlying Performance Units are forfeited, all related Dividend Equivalents shall also be forfeited.\n7.    Delivery of Shares. The Company’s obligation to deliver shares upon the vesting of the Performance Units shall be subject to applicable laws, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate to comply with relevant securities laws and regulations.\n8.    No Stockholder Rights. No shares of Company Stock shall be issued to the Grantee on the Date of Grant, and the Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Performance Units.\n9.    No Right to Continued Employment. The grant of Performance Units shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time.\n10.    Incorporation of Plan by Reference. The Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Units constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Units shall be final and binding on the Grantee and any other person claiming an interest in the Performance Units.\n11.    Withholding Taxes.\n(a)    The Employer shall have the right, and the Grantee hereby authorizes the Employer, to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes, social insurance, payroll tax, contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the Performance Units (the “Taxes”). The Employer will withhold shares of Company Stock payable hereunder to satisfy the withholding obligation for Taxes on amounts payable in shares, unless the Grantee provides a payment to the Employer to cover such Taxes, in accordance with procedures established by the Committee. Unless the Committee determines otherwise, the share withholding amount shall not exceed the Grantee’s minimum applicable withholding amount for Taxes.\n(b)    Regardless of any action the Employer takes with respect to any such Taxes, the Grantee acknowledges that the ultimate liability for all such Taxes legally due by the Grantee is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Employer. The Grantee further acknowledges that the Employer (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Performance Units, including the grant, vesting or settlement of the Performance Units and the subsequent sale of any shares of Company Stock acquired at settlement and the receipt of any Dividend Equivalents; and (ii) does not commit to structure the terms of the grant or any aspect\nof the Performance Units to reduce or eliminate the Grantee’s liability for Taxes. Further, if the Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Grantee acknowledges that the Employer (or the Grantee’s former employer, as applicable) may be required to collect, withhold or account for Taxes in more than one jurisdiction.\n12.    Company Policies. All amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time.\n13.    Assignment. The Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Units, except to a successor grantee in the event of the Grantee’s death.\n14.    Section 409A. The Grant Letters and these Grant Conditions are intended to comply with section 409A of the Code or an exemption, consistent with Section 20(h) of the Plan, including the six-month delay for specified employees in accordance with the requirements of section 409A of the Code, if applicable. In furtherance of the foregoing, if the Performance Units or related Dividend Equivalents constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Units and related Dividend Equivalents shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder.\n15.    Successors. The provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event.\n16.    Governing Law. The validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle.\n17.    No Entitlement or Claims for Compensation. In connection with the acceptance of the grant of the Performance Units under the Grant Letters and these Grant Conditions, the Grantee acknowledges the following:\n(a)    the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time;\n(b)    the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past;\n(c)    all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee;\n(d)    the Grantee is voluntarily participating in the Plan;\n(e)    the Performance Units and any shares of Company Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee’s employer) and which are outside the scope of the Grantee’s employment contract, if any;\n(f)    the Performance Units and any shares of Company Stock acquired under the Plan are not to be considered part of the Grantee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;\n(g)    the Performance Units and the shares of Company Stock subject to the award are not intended to replace any pension rights or compensation;\n(h)    the grant of Performance Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer;\n(i)    the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty. If the Grantee vests in the Performance Units and receives shares of Company Stock, the value of the acquired shares may increase or decrease. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the Performance Units or the shares of Company Stock; and\n(j)    the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee’s cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee’s employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee’s ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units or any of the shares of Company Stock acquired thereunder as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is\nfound by a court of competent jurisdiction to have arisen, then the Grantee shall be deemed to have irrevocably waived the Grantee’s entitlement to pursue such rights or claim.\n18.    Data Privacy.\n(a)    The Grantee hereby explicitly, willingly and unambiguously consents to the collection, systematization, accumulation, storage, blocking, destruction, use, disclosure and transfer, in electronic or other form, of the Grantee’s personal data as described in these Grant Conditions by and among, as applicable, the Grantee’s employer, the Company or its subsidiaries or affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.\n(b)    The Grantee understands that the Grantee’s employer, the Company or its subsidiaries or affiliates, as applicable, hold certain personal information and sensitive personal information about the Grantee regarding the Grantee’s employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its subsidiaries or affiliates, details of all options, awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”).\n(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative. \n19.    Addendum. Notwithstanding any provisions in these Grant Conditions, the Performance Units shall be subject to any special terms and conditions set forth in any Addendum to this Agreement for the Grantee’s country. Moreover, if the Grantee relocates to one of the countries included in the Addendum, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary for legal or administrative reasons. The Addendum constitutes part of these Grant Conditions."} +{"idx": 52, "level": 4, "span": "* * *"} +{"idx": 52, "level": 4, "span": "(a)    Subject to the terms set forth below, Armstrong Flooring, Inc\n(the “Company”) has granted to the designated employee (the “Grantee”) two target awards (the “Target Award”) of performance-based restricted stock units (the “Performance Units”) as specified in the 2017 Long-Term Performance Restricted Stock Unit Grant Letters to which these Grant Conditions relate (the “Grant Letters”). The “Date of Grant” is March 7, 2017. The Performance Units are Stock Units with respect to common stock of the Company (“Company Stock”)."} +{"idx": 52, "level": 4, "span": "(b)    The Performance Units shall be earned, vested and payable if and to the extent that the Cumulative Free Cash Flow and Cumulative EBITDA performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met\nThe “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019."} +{"idx": 52, "level": 4, "span": "(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters\nThis grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan."} +{"idx": 52, "level": 3, "span": "2.    Performance Goals; Vesting."} +{"idx": 52, "level": 4, "span": "(a)    The Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through December 31, 2019 (the “Vesting Date”)\nThe Performance Units shall be earned based on attainment of the Performance Goals and shall vest based on the Grantee’s continued employment through the Vesting Date, or as otherwise provided below."} +{"idx": 52, "level": 4, "span": "(b)    After the end of the Performance Period, the Management Development and Compensation Committee (the “Committee”) will determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units\nThe Grantee can earn up to 200% of the Target Award based on attainment of the Performance Goals, as set forth in the Grant Letters. Earned and vested Performance Units shall be payable as described in Section 5."} +{"idx": 52, "level": 4, "span": "(c)    If a Change in Control occurs, the amount earned with respect to the Performance Units shall be determined as of the date of the Change in Control as described in the Grant"} +{"idx": 52, "level": 4, "span": "(d)    Except as described below, no Performance Units shall be earned prior to the Committee’s determination of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Units shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination."} +{"idx": 52, "level": 3, "span": "3.    Termination of Employment."} +{"idx": 52, "level": 4, "span": "(a)    General Rule\nExcept as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Units shall be forfeited as of the termination date and shall cease to be outstanding."} +{"idx": 52, "level": 4, "span": "(b)    “55 / 5” Rule Termination\nIf, after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of a “55 / 5” Rule Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period; provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5."} +{"idx": 52, "level": 4, "span": "(c)    Involuntary Termination before a Change in Control\nIf, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period, provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a"} +{"idx": 52, "level": 4, "span": "(d)    Death or Long-Term Disability Before a Change in Control\nIf, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5."} +{"idx": 52, "level": 4, "span": "(e)    Involuntary Termination, Death and Disability on or after a Change in Control\nIf the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Units earned as of the Change in Control date as described in the Grant Letters. If the Grantee has a Change in Control Severance Agreement with the Company (“Change in Control Agreement”), on and after a Change in Control, the term “Involuntary Termination” shall have the meaning given a termination by the Company without Cause as defined in the Change in Control Agreement, and shall include without limitation a termination for Good Reason as defined in the Change in Control Agreement. The Grantee agrees that, subject to the immediately preceding sentence, if and to the extent that these Grant Conditions conflict with the terms of the Change in Control Agreement or any employment agreement between the Company and the Grantee, these Grant Conditions shall supersede the provisions of the Change in Control Agreement and employment agreement applicable to vesting of performance units on and after a Change in Control, notwithstanding anything in the Change in Control Agreement or employment agreement to the contrary."} +{"idx": 52, "level": 4, "span": "(f)    Coordination of Provisions\nIf the Grantee terminates employment in a termination that is both a “‘55 / 5’ Rule Termination” and an Involuntary Termination, the termination shall be treated as an Involuntary Termination for purposes of the Grant Condition and Grant Letters."} +{"idx": 52, "level": 3, "span": "4.    Definitions\nFor purposes of these Grant Conditions and the Grant Letters:"} +{"idx": 52, "level": 4, "span": "(a)    “‘55 / 5’ Rule Termination” shall mean the Grantee’s termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer."} +{"idx": 52, "level": 4, "span": "(b)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer."} +{"idx": 52, "level": 4, "span": "(c)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause."} +{"idx": 52, "level": 4, "span": "(d)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan."} +{"idx": 52, "level": 3, "span": "5.    Payment."} +{"idx": 52, "level": 4, "span": "(a)    Except as provided below, after the end of the Performance Period, if the Committee certifies that the Performance Goals and other conditions to payment of the Performance Units have been met, the Company shall issue shares of Company Stock to the Grantee equal to the number of earned and vested Performance Units, subject to applicable withholding for Taxes (as defined below) and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan\nPayment of earned and vested Performance Units shall be made between April 1, 2020 and April 30, 2020, except as provided below. All unpaid Performance Units shall be forfeited in the event of termination for Cause."} +{"idx": 52, "level": 4, "span": "(b)    If the Grantee’s employment terminates for any reason other than Cause upon or within two years after a Change in Control that meets the requirements of a 409A CIC, the Grantee’s unpaid earned and vested Performance Units (if any) shall be paid within 60 days after the termination date, subject to compliance with section 409A of the Code, if applicable, and as described in Section 20(h) of the Plan\nThe Company shall issue shares of Company Stock to the Grantee equal to the number of the earned and vested Performance Units, subject to applicable withholding for Taxes. If a Change in Control does not meet the requirements of a 409A CIC, the Grantee’s earned and vested Performance Units (if any) shall be paid at the date described in subsection (a)."} +{"idx": 52, "level": 4, "span": "(c)    Any fractional shares will be rounded up to the nearest whole share, but not exceeding 200% of the Target Award."} +{"idx": 52, "level": 3, "span": "6.    Dividend Equivalents\nDividend Equivalents shall accrue with respect to Performance Units and shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Units to which they relate. Dividend Equivalents shall be credited on the Performance Units when dividends are declared on shares of Company Stock from the Date of Grant until the payment date for the vested Performance Units. The Company will keep records of Dividend Equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Vested Dividend Equivalents shall be paid in cash at the same time and subject to the same terms as the underlying vested Performance Units."} +{"idx": 52, "level": 3, "span": "7.    Delivery of Shares\nThe Company’s obligation to deliver shares upon the vesting of the Performance Units shall be subject to applicable laws, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate to comply with relevant securities laws and regulations."} +{"idx": 52, "level": 3, "span": "8.    No Stockholder Rights\nNo shares of Company Stock shall be issued to the Grantee on the Date of Grant, and the Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Performance Units."} +{"idx": 52, "level": 3, "span": "9.    No Right to Continued Employment\nThe grant of Performance Units shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time."} +{"idx": 52, "level": 3, "span": "10.    Incorporation of Plan by Reference\nThe Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Units constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Units shall be final and binding on the Grantee and any other person claiming an interest in the Performance Units."} +{"idx": 52, "level": 3, "span": "11.    Withholding Taxes."} +{"idx": 52, "level": 4, "span": "(a)    The Employer shall have the right, and the Grantee hereby authorizes the Employer, to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes, social insurance, payroll tax, contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the Performance Units (the “Taxes”)\nThe Employer will withhold shares of Company Stock payable hereunder to satisfy the withholding obligation for Taxes on amounts payable in shares, unless the Grantee provides a payment to the Employer to cover such Taxes, in accordance with procedures established by the Committee. Unless the Committee determines otherwise, the share withholding amount shall not exceed the Grantee’s minimum applicable withholding amount for Taxes."} +{"idx": 52, "level": 4, "span": "(b)    Regardless of any action the Employer takes with respect to any such Taxes, the Grantee acknowledges that the ultimate liability for all such Taxes legally due by the Grantee is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Employer\nThe Grantee further acknowledges that the Employer (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Performance Units, including the grant, vesting or settlement of the Performance Units and the subsequent sale of any shares of Company Stock acquired at settlement and the receipt of any Dividend Equivalents; and (ii) does not commit to structure the terms of the grant or any aspect"} +{"idx": 52, "level": 3, "span": "12.    Company Policies\nAll amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time."} +{"idx": 52, "level": 3, "span": "13.    Assignment\nThe Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Units, except to a successor grantee in the event of the Grantee’s death."} +{"idx": 52, "level": 3, "span": "14.    Section 409A\nThe Grant Letters and these Grant Conditions are intended to comply with section 409A of the Code or an exemption, consistent with Section 20(h) of the Plan, including the six-month delay for specified employees in accordance with the requirements of section 409A of the Code, if applicable. In furtherance of the foregoing, if the Performance Units or related Dividend Equivalents constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Units and related Dividend Equivalents shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder."} +{"idx": 52, "level": 3, "span": "15.    Successors\nThe provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event."} +{"idx": 52, "level": 3, "span": "16.    Governing Law\nThe validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle."} +{"idx": 52, "level": 3, "span": "17.    No Entitlement or Claims for Compensation\nIn connection with the acceptance of the grant of the Performance Units under the Grant Letters and these Grant Conditions, the Grantee acknowledges the following:"} +{"idx": 52, "level": 4, "span": "(a)    the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time;"} +{"idx": 52, "level": 4, "span": "(b)    the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past;"} +{"idx": 52, "level": 4, "span": "(c)    all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee;"} +{"idx": 52, "level": 4, "span": "(d)    the Grantee is voluntarily participating in the Plan;"} +{"idx": 52, "level": 4, "span": "(e)    the Performance Units and any shares of Company Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee’s employer) and which are outside the scope of the Grantee’s employment contract, if any;"} +{"idx": 52, "level": 4, "span": "(f)    the Performance Units and any shares of Company Stock acquired under the Plan are not to be considered part of the Grantee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;"} +{"idx": 52, "level": 4, "span": "(g)    the Performance Units and the shares of Company Stock subject to the award are not intended to replace any pension rights or compensation;"} +{"idx": 52, "level": 4, "span": "(h)    the grant of Performance Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer;"} +{"idx": 52, "level": 5, "span": "(i)    the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty\nIf the Grantee vests in the Performance Units and receives shares of Company Stock, the value of the acquired shares may increase or decrease. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the Performance Units or the shares of Company Stock; and"} +{"idx": 52, "level": 4, "span": "(j)    the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee’s cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee’s employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee’s ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units or any of the shares of Company Stock acquired thereunder as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise\nIf, notwithstanding the foregoing, any such right or claim is"} +{"idx": 52, "level": 3, "span": "18.    Data Privacy."} +{"idx": 52, "level": 4, "span": "(a)    The Grantee hereby explicitly, willingly and unambiguously consents to the collection, systematization, accumulation, storage, blocking, destruction, use, disclosure and transfer, in electronic or other form, of the Grantee’s personal data as described in these Grant Conditions by and among, as applicable, the Grantee’s employer, the Company or its subsidiaries or affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan."} +{"idx": 52, "level": 4, "span": "(b)    The Grantee understands that the Grantee’s employer, the Company or its subsidiaries or affiliates, as applicable, hold certain personal information and sensitive personal information about the Grantee regarding the Grantee’s employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its subsidiaries or affiliates, details of all options, awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”)."} +{"idx": 52, "level": 4, "span": "(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country\nThe Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative."} +{"idx": 52, "level": 3, "span": "19.    Addendum\nNotwithstanding any provisions in these Grant Conditions, the Performance Units shall be subject to any special terms and conditions set forth in any Addendum to this Agreement for the Grantee’s country. Moreover, if the Grantee relocates to one of the countries included in the Addendum, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary for legal or administrative reasons. The Addendum constitutes part of these Grant Conditions."} +{"idx": 52, "level": 2, "span": "ADDENDUM"} +{"idx": 52, "level": 2, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 52, "level": 2, "span": "PERFORMANCE RESTRICTED STOCK UNIT GRANT"} +{"idx": 52, "level": 4, "span": "Additional Terms and Conditions and Notifications\nThis Addendum includes special terms and conditions that govern the Performance Units granted to the Grantee if the Grantee resides in the countries listed herein. These terms and conditions are in addition to the terms and conditions set forth in the Grant Conditions. This Addendum may also include information regarding certain other issues of which the Grantee should be aware with respect to the Grantee’s participation in the Plan. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Grant Conditions (of which this Addendum is a part) and the Plan."} +{"idx": 52, "level": 5, "span": "AUSTRALIA"} +{"idx": 52, "level": 5, "span": "SECURITIES LAW DISCLOSURE\nFor the purposes of this section of the Addendum:\n“Australian Participants” means all persons to whom an offer or invitation of Performance Units are made in Australia under the Plan.\n“Exchange” means the New York Stock Exchange.\n“related body corporate” has the meaning given in section 50 of the Corporations Act 2001 (Cth)."} +{"idx": 52, "level": 5, "span": "General Advice Only\nAny advice given by the Company or any related body corporate of the Company in relation to the Performance Units offered under the Plan does not take into account an Australian Participant’s objectives, financial situation and needs. Australian Participants should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities & Investments Commission to give such advice."} +{"idx": 52, "level": 5, "span": "Acquisition price\nNo acquisition price is payable by Australian Participants for the Company to grant you the number of Performance Units set forth in the Grant Letter."} +{"idx": 52, "level": 5, "span": "Risks of Performance Units and Company Stock\nAcquiring and holding Performance Units and Company Stock involves risk. These risks include that:\n(a)    there is no guarantee that Company Stock will grow in value - it may decline in value. Stock markets are subject to fluctuations and the price of Company Stock can rise and fall, depending upon the Company’s performance and other internal and external factors.\n(b)    the Company may decide not to continue to pay dividends on its Company Stock at the current level, or may decide to cease the payment of dividends on its Company Stock.\n(c)    there are tax implications involved in acquiring and holding Performance Units and Company Stock and the tax regime applying to Australian Participants may change."} +{"idx": 52, "level": 4, "span": "(a)    there is no guarantee that Company Stock will grow in value - it may decline in value\nStock markets are subject to fluctuations and the price of Company Stock can rise and fall, depending upon the Company’s performance and other internal and external factors."} +{"idx": 52, "level": 4, "span": "(b)    the Company may decide not to continue to pay dividends on its Company Stock at the current level, or may decide to cease the payment of dividends on its Company Stock."} +{"idx": 52, "level": 4, "span": "(c)    there are tax implications involved in acquiring and holding Performance Units and Company Stock and the tax regime applying to Australian Participants may change."} +{"idx": 52, "level": 5, "span": "Market Price of Company Stock in Australian Dollars\nAn Australian Participant could, from time to time, ascertain the market price of Company Stock by obtaining that price from the Exchange website, the Company website or The Wall Street Journal, and multiplying that price by a published exchange rate to convert U.S. Dollars into Australian Dollars."} diff --git a/data/auto_parse/level_freeze/frozen/idx_53.jsonl b/data/auto_parse/level_freeze/frozen/idx_53.jsonl new file mode 100644 index 0000000..ca51472 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_53.jsonl @@ -0,0 +1,131 @@ +{"idx": 53, "level": 0, "span": "ROSEHILL RESOURCES INC. LONG-TERM INCENTIVE PLAN\n1.    Purpose. The purpose of the Rosehill Resources Inc. Long-Term Incentive Plan (the\n“Plan”) is to provide a means through which (a) Rosehill Resources Inc., a Delaware corporation (the “Company”), and its Affiliates may attract, retain and motivate qualified persons to serve as\nemployees, directors and consultants, thereby enhancing the profitable growth of the Company and its Affiliates and (b) persons upon whom the responsibilities of the successful administration and management of the Company and its Affiliates\nrest, and whose present and potential contributions to the Company and its Affiliates are of importance, can acquire and maintain stock ownership or other awards tied to the performance of the Company, thereby strengthening their concern for the\nCompany and its Affiliates. Accordingly, the Plan provides for the grant of Options, SARs, Restricted Stock, Restricted Stock Units, Stock Awards, Dividend Equivalents, Other Stock-Based Awards, Cash Awards, Substitute Awards, Performance Awards, or\nany combination of the foregoing, as determined by the Committee in its sole discretion.\n2.    Definitions.\nFor purposes of the Plan, the following terms shall be defined as set forth below:\n(a)    “Affiliate” means any corporation, partnership, limited liability company, limited\nliability partnership, association, trust or other organization that, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with\ncorrelative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50%\nof the securities having ordinary voting power for the election of directors of the controlled entity or organization or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether\nthrough the ownership of voting securities, by contract, or otherwise.\n(b)    “ASC Topic 718” means Financial Accounting Standards Board Accounting Standards\nCodification Topic 718, Compensation – Stock Compensation, as amended or any successor accounting standard.\n(c)    “Award” means any Option, SAR, Restricted Stock, Restricted Stock Unit, Stock Award,\nDividend Equivalent, Other Stock-Based Award, Cash Award, Substitute Award or Performance Award, together with any other right or interest, granted under the Plan.\n(d)    “Award Agreement” means a written or electronic agreement (including any employment,\nseverance or change in control agreement) or other instrument or document evidencing an Award, which agreement, instrument, or document may, but need not be, executed or acknowledged by a Participant.\n(e)    “Board” means the Board of Directors of the Company.\n(f)    “Cash Award” means an Award denominated in cash granted under Section 6(i).\n(g)    “Change in Control” means, except as otherwise\nprovided in an Award Agreement, the occurrence of any of the following events after the Effective Date:\n(i)    A\n“change in the ownership” of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5)(v), whereby any one person, or more than one person acting as a “group” (for\npurposes of this Section 2(g)(i), as such term is defined in Treasury Regulation § 1.409A-3(i)(5)(v)(B)), acquires ownership of stock in the Company that, together with stock held by such person or\ngroup, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company.\n(ii)    A “change in the effective control” of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vi), whereby either (A) any one person, or more than one person acting as a “group” (for purposes of this Section 2(g)(ii), as such term is defined in Treasury Regulation § 1.409A-3(i)(5)(vi)(D)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of\nthe Company possessing 30% or more of the total voting power of the stock of the Company; or (B) a majority of the members of the Board are replaced during any 12-month period by directors whose\nappointment or election is not endorsed by at least a majority of the members of the Board prior to the date of such appointment or election.\n(iii)    A “change in the ownership of a substantial portion” of the Company’s assets within the meaning\nof Treasury Regulation § 1.409A-3(i)(5)(vii), whereby any one person, or more than one person acting as a “group” (for purposes of this Section 2(g)(iii), as such term is defined in\nTreasury Regulation § 1.409A-3(i)(5)(vii)(C)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person\nor persons) assets of the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company immediately prior to such acquisition or acquisitions.\nThe preceding provisions of this Section 2(g) are intended to merely summarize the provisions of Treasury Regulation § 1.409A-3(i)(5) and, to the extent that the preceding provisions of this Section 2(g) do not incorporate fully all of the provisions (or are otherwise inconsistent with the provisions) of Treasury Regulation\n§ 1.409A-3(i)(5), then the relevant provisions of such Treasury Regulation shall control. In addition, for purposes of this Section 2(g) and except as otherwise provided in an Award Agreement,\n“Company” includes (x) the Company, (y) the entity for whom a Participant performs the services for which an Award is granted, and (z) an entity that is a stockholder owning more than 50% of the total fair market value and\ntotal voting power (a “Majority Stockholder”) of the Company or the entity identified in (y) above, or any entity in a chain of entities in which each entity is a Majority Stockholder of another entity in the chain,\nending in the Company or the entity identified in (y) above.\n(h)    “Change in Control\nPrice” means the amount determined in the following clause (i), (ii), (iii), (iv) or (v), whichever the Committee determines is applicable, as follows: (i) the price per share offered to holders of Stock in any merger or\nconsolidation, (ii) the per share fair market value of the Stock immediately before the Change in Control or other event without regard to assets sold in the Change in Control or other event and assuming the Company has received the\nconsideration paid for the assets in the case of a sale of the assets, (iii) the\namount distributed per share of Stock in a dissolution transaction, (iv) the price per share offered to holders of Stock in any tender offer or exchange offer whereby a Change in Control or\nother event takes place, or (v) if such Change in Control or other event occurs other than pursuant to a transaction described in clauses (i), (ii), (iii), or (iv) of this Section 2(h), the value per share of the Stock that may\notherwise be obtained with respect to such Awards or to which such Awards track, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Awards. In the event that the\nconsideration offered to stockholders of the Company in any transaction described in this Section 2(h) or in Section 8(e) consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of\nthe consideration offered which is other than cash and such determination shall be binding on all affected Participants to the extent applicable to Awards held by such Participants.\n(i)    “Code” means the Internal Revenue Code of 1986, as amended from time to time, including the\nguidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.\n(j)    “Committee” means a committee of two or more directors designated by the Board to\nadminister the Plan; provided, however, that, unless otherwise determined by the Board, the Committee shall consist solely of two or more Qualified Members.\n(k)    “Covered Employee” means an Eligible Person who is (i) a “covered employee”\nwithin the meaning of Section 162(m) or (ii) designated by the Committee, at the time of grant of a Performance Award or at any subsequent time, as reasonably expected to be a “covered employee” with respect to the taxable year of the\nCompany in which any applicable Award will be paid.\n(l)    “Dividend Equivalent” means a\nright, granted to an Eligible Person under Section 6(g), to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments.\n(m)    “Effective Date” means the date on which the Plan is adopted by the Board.\n(n)    “Eligible Person” means any individual who, as of the date of grant of an Award (other than\na Substitute Award), is an officer or employee of the Company or of any of its Affiliates, and any other person who provides services to the Company or any of its Affiliates, including directors of the Company; provided; however, that\nany such individual must be an “employee” of the Company or any of its parents or subsidiaries within the meaning of General Instruction A.1(a) to Form S-8 if such individual is granted an Award that\nmay be settled in Stock. An employee on leave of absence may be an Eligible Person.\n(o)    “Exchange\nAct” means the Securities Exchange Act of 1934, as amended from time to time, including the guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto.\n(p)    “Fair Market Value” of a share of Stock means, as of any specified date, (i) if the\nStock is listed on a national securities exchange, the closing sales price of the Stock, as reported on the stock exchange composite tape on the preceding date (or if no sales occur on\nsuch date, on the last preceding date on which such sales of the Stock are so reported); (ii) if the Stock is not traded on a national securities exchange but is traded over the counter on such\ndate, the average between the reported high and low bid and asked prices of Stock on the most recent date on which Stock was publicly traded preceding the specified date; or (iii) in the event Stock is not publicly traded at the time a\ndetermination of its value is required to be made under the Plan, the amount determined by the Committee in its discretion in such manner as it deems appropriate, taking into account all factors the Committee deems appropriate, including the\nNonqualified Deferred Compensation Rules. Notwithstanding this definition of Fair Market Value, with respect to one or more Awards types, or for any other purpose for which the Committee must determine the Fair Market Value under the Plan, the\nCommittee may elect to choose a different measurement date or methodology for determining Fair Market Value so long as the determination is consistent with the Nonqualified Deferred Compensation Rules and all other applicable laws and regulations.\n(q)    “ISO” means an Option intended to be and designated as an “incentive stock\noption” within the meaning of Section 422 of the Code.\n(r)    “Nonqualified Deferred\nCompensation Rules” means the limitations or requirements of Section 409A of the Code, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations\nthereto.\n(s)    “Nonstatutory Option” means an Option that is not intended to be an ISO.\n(t)    “Option” means an option granted to an Eligible Person under Section 6(b) to\npurchase Stock that may either be an ISO or a Nonstatutory Stock Option.\n(u)    “Other Stock-Based\nAward” means an Award granted to an Eligible Person under Section 6(h).\n(v)    “Participant” means a person who has been granted an Award under the Plan that remains\noutstanding, including a person who is no longer an Eligible Person.\n(w)    “Performance\nAward” means an award granted to an Eligible Person under Section 6(k), the grant, vesting, exercisability and/or settlement of which (and/or the timing or amount thereof) is subject to the achievement of one or more performance\ngoals specified by the Committee.\n(x)    “Qualified Member” means a member of the Board who\nis (i) a “non-employee director” within the meaning of Rule 16b-3, (ii) an “outside director” within the meaning of Section 162(m), and (iii)\n“independent” under the listing standards or rules of the securities exchange upon which the Stock is traded, but only to the extent such independence is required in order to take the action at issue pursuant to such standards or rules.\n(y)    “Restricted Stock” means Stock granted to an Eligible Person under Section 6(d)\nthat is subject to certain restrictions and to a risk of forfeiture.\n(z)    “Restricted Stock Unit” means a right, granted\nto an Eligible Person under Section 6(e), to receive Stock, cash or a combination thereof at the end of a specified period (which may or may not be coterminous with the vesting schedule of the Award).\n(aa)    “Rule 16b-3” means Rule 16b-3, promulgated by the SEC under Section 16 of the Exchange Act.\n(bb)    “SAR” means a stock appreciation right granted to an Eligible Person under Section\n6(c).\n(cc)    “SEC” means the Securities and Exchange Commission.\n(dd)    “Section 162(m)” means Section 162(m) of the Code and Treasury Regulation § 1.162-27, as amended from time to time, and any other guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.\n(ee)    “Section 162(m) Award” means a Performance Award granted under Section 6(k)(i) to a\nCovered Employee that is intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m).\n(ff)    “Securities Act” means the Securities Act of 1933, as amended from time to time, including\nthe guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto.\n(gg)    “Stock” means the Company’s Common Stock, par value $0.0001 per share, and such other\nsecurities as may be substituted (or re-substituted) for Stock pursuant to Section 8.\n(hh)    “Stock Award” means unrestricted shares of Stock granted to an Eligible Person under\nSection 6(f).\n(ii)    “Substitute Award” means an Award granted under Section\n6(j).\n3.    Administration.\n(a)    Authority of the Committee. The Plan shall be administered by the Committee except to the extent the Board\nelects to administer the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule\n16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to:\n(i) designate Eligible Persons as Participants;\n(ii) determine the type or types of Awards to be granted to an Eligible Person;\n(iii) determine the number of shares of Stock or amount of cash to be covered by Awards;\n(iv) determine the terms and conditions of any Award, including whether, to what extent and under\nwhat circumstances Awards may be vested, settled, exercised, cancelled or forfeited (including, conditions based on continued employment or the achievement of one or more performance goals);\n(v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of\nforfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award;\n(vi) determine the treatment of an Award upon a termination of employment or service relationship;\n(vii) impose a holding period with respect to an Award or the shares of Stock received in connection with an Award;\n(viii) interpret and administer the Plan and any Award Agreement;\n(ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement; and\n(x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.\nThe express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as\nlimiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under\nSection 7(a) or other persons claiming rights from or through a Participant.\n(b)    Exercise of Committee\nAuthority. At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to (i) an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange Act\nin respect of the Company where such action is not taken by the full Board, or (ii) a Section 162(m) Award, may be taken either (A) by a subcommittee, designated by the Committee, composed solely of two or more Qualified Members, or\n(B) by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself from such action; provided, however, that upon such abstention or recusal, the Committee remains composed\nsolely of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal of such non-Qualified Member(s), shall be the action of the Committee\nfor purposes of the Plan. For the avoidance of doubt, the full Board may take any action relating to an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange Act in respect of the Company, so\nlong as such Award is not a Section 162(m) Award.\n(c)    Delegation of Authority. The Committee may delegate\nany or all of its powers and duties under the Plan to a subcommittee of directors or to any officer of the\nCompany, including the power to perform administrative functions and grant Awards; provided, however, that such delegation does not (i) violate state or corporate law,\n(ii) result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Company, or (iii) cause Section\n162(m) Awards to fail to so qualify. Upon any such delegation, all references in the Plan to the “Committee,” other than in Section 8, shall be deemed to include any subcommittee or officer of the Company to whom\nsuch powers have been delegated by the Committee. Any such delegation shall not limit the right of such subcommittee members or such an officer to receive Awards; provided, however, that such subcommittee members and any such officer\nmay not grant Awards to himself or herself, a member of the Board, or any executive officer of the Company or an Affiliate, or take any action with respect to any Award previously granted to himself or herself, a member of the Board, or any\nexecutive officer of the Company or an Affiliate. The Committee may also appoint agents to assist it in administering the Plan that are not executive officers of the Company or members of the Board; provided, however, that such\nindividuals may not be delegated the authority to (i) grant or modify any Awards that will, or may, be settled in Stock or (ii) take any action that would cause Section 162(m) Awards to fail to so qualify, if applicable.\n(d)    Limitation of Liability. The Committee and each member thereof shall be entitled to, in good faith, rely or\nact upon any report or other information furnished to him or her by any officer or employee of the Company or any of its Affiliates, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the\nadministration of the Plan. Members of the Committee and any officer or employee of the Company or any of its Affiliates acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or\nmade in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination.\n(e)    Participants in Non-U.S. Jurisdictions. Notwithstanding any\nprovision of the Plan to the contrary, to comply with applicable laws in countries other than the United States in which the Company or any of its Affiliates operates or has employees, directors or other service providers from time to time, or to\nensure that the Company complies with any applicable requirements of foreign securities exchanges, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which of the Company’s Affiliates shall be\ncovered by the Plan; (ii) determine which Eligible Persons outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to Eligible Persons outside the United States to\ncomply with applicable foreign laws or listing requirements of any foreign exchange; (iv) establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may\nbe necessary or advisable (any such sub-plans and/or modifications shall be attached to the Plan as appendices), provided, however, that no such sub-plans\nand/or modifications shall increase the share limitations contained in Section 4(a); and (v) take any action, before or after an Award is granted, that it deems advisable to comply with any applicable governmental regulatory exemptions\nor approval or listing requirements of any such foreign securities exchange. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall be references to the laws, rules, regulations and taxes of any applicable\njurisdiction other than the United States or a political subdivision thereof.\n4.    Stock Subject to Plan.\n(a)    Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with\nSection 8, 7,500,000 shares of Stock are reserved and available for delivery with respect to Awards, and such total shall be available for the issuance of shares upon the exercise of ISOs.\n(b)    Application of Limitation to Grants of Awards. Subject to Section 4(c), no Award\nmay be granted if the number of shares of Stock that may be delivered in connection with such Award exceeds the number of shares of Stock remaining available under the Plan minus the number of shares of Stock issuable in settlement of or relating to\nthen-outstanding Awards. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or Substitute Awards) and make adjustments if the number of shares of Stock\nactually delivered differs from the number of shares previously counted in connection with an Award.\n(c)    Availability of Shares Not Delivered Under Awards. If all or any portion of an Award expires or is\ncancelled, forfeited, exchanged, settled in cash or otherwise terminated, the shares of Stock subject to such Award shall, to the extent of any such cancellation (including (i) shares forfeited with respect to Restricted Stock, and\n(ii) the number of shares withheld or surrendered to the Company in payment of any exercise or purchase price of an Award or taxes relating to Awards) shall not be considered “delivered shares” under the Plan, shall be available for\ndelivery with respect to Awards, and shall no longer be considered issuable or related to outstanding Awards for purposes of Section 4(b), except that if any such shares could not again be available for Awards granted to a\nparticular Participant under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject to such limitation. If an Award may be settled only in cash, such Award need not be counted\nagainst any share limit under this Section 4, but will remain subject to the limitations in Section 5 to the extent required to preserve the status of any Award intended to be a Section 162(m)\nAward.\n(d)    Stock Offered. The shares of Stock to be delivered under the Plan shall be made available from\n(i) authorized but unissued shares of Stock, (ii) Stock held in the treasury of the Company, or (iii) previously issued shares of Stock reacquired by the Company, including shares purchased on the open market.\n5.    Eligibility; Per Person Award Limitations.\n(a)    Awards may be granted under the Plan only to Eligible Persons.\n(b)    In each calendar year during any part of which the Plan is in effect, a Covered Employee may not be granted Awards\nintended to be Section 162(m) Awards (i) to the extent such Award is based on a number of shares of Stock (including Awards that may be settled in either cash or shares of Stock) relating to more than 500,000 shares of Stock, subject to\nadjustment in a manner consistent with any adjustment made pursuant to Section 8, and (ii) to the extent such Award is designated to be paid only in cash and is not based on a number of shares of Stock, having a value\ndetermined on the date of grant in excess of $10,000,000. If an Award is cancelled, then the cancelled Award shall continue to be counted toward the applicable limitation in this paragraph to the extent required by Section 162(m).\n(c)    Notwithstanding any provisions to the contrary in the Plan, in any\nother incentive compensation plan of the Company or any of its Affiliates, or any other compensatory policy or program of the Company applicable to its non-employee members of the Board, for any individual, non-employee member of the Board for any single calendar year, the sum of (i) the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of\nall awards granted under the Plan or otherwise (other than with respect to compensation described in clause (ii) of this sentence) to such non-employee member of the Board during such calendar year, and\n(ii) the aggregate cash value of such non-employee member of the Board’s retainer, meeting attendance fees, committee assignment fees, lead director retainer, committee chair and member retainers and\nother Board fees related to service on the Board or committee(s) of the Board that are initially denominated as a cash amount or any property other than Stock (whether paid currently or on a deferred basis or in cash or other property (including\nshares of Stock)) for such calendar year shall not exceed $750,000; provided, however, that the limitation described in this sentence shall be determined without regard to grants of Awards and compensation, if any, paid to a non-employee member of the Board during any period in which such individual was an employee of the Company or of any of its Affiliates or was otherwise providing services to the Company or to any of its Affiliates\nother than in the capacity as a director of the Company.\n6.    Specific Terms of Awards.\n(a)    General. Awards may be granted on the terms and conditions set forth in this\nSection 6. Awards granted under the Plan may, in the discretion of the Committee, be granted either alone, in addition to, or in tandem with any other Award. In addition, the Committee may impose on any Award or the\nexercise thereof, at the date of grant or thereafter (subject to Section 10), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine.\n(b)    Options. The Committee is authorized to grant Options, which may be designated as either ISOs or\nNonstatutory Options, to Eligible Persons on the following terms and conditions:\n(i)    Exercise Price. Each\nAward Agreement evidencing an Option shall state the exercise price per share of Stock (the “Exercise Price”) established by the Committee; provided, however, that except as provided in Section 6(j) or in\nSection 8, the Exercise Price of an Option shall not be less than the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value per share of the Stock as of the date of grant of the\nOption (or in the case of an ISO granted to an individual who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or any of its subsidiaries, 110% of the Fair Market Value per\nshare of the Stock on the date of grant). Notwithstanding the foregoing, the Exercise Price of a Nonstatutory Option may be less than 100% of the Fair Market Value per share of Stock as of the date of grant of the Option if the Option (1) does\nnot provide for a deferral of compensation by reason of satisfying the short-term deferral exception set forth in the Nonqualified Deferred Compensation Rules or (2) provides for a deferral of compensation and is compliant with the Nonqualified\nDeferred Compensation Rules.\n(ii)    Time and Method of Exercise; Other Terms. The Committee shall\ndetermine the methods by which the Exercise Price may be paid or deemed to be paid, the form of such payment, including cash or cash equivalents, Stock (including previously owned shares or through a cashless exercise, i.e., “net\nsettlement”, a broker-assisted exercise, or other reduction of the amount of shares otherwise issuable pursuant to the Option), other Awards or awards granted under other plans of the Company or any Affiliate, other property, or any other legal\nconsideration the Committee deems appropriate (including notes or other contractual obligations of Participants to make payment on a deferred basis), the methods by or forms in which Stock will be delivered or deemed to be delivered to Participants,\nincluding the delivery of Restricted Stock subject to Section 6(d), and any other terms and conditions of any Option. In the case of an exercise whereby the Exercise Price is paid with Stock, such Stock shall be valued based on the\nStock’s Fair Market Value as of the date of exercise. No Option may be exercisable for a period of more than ten years following the date of grant of the Option (or in the case of an ISO granted to an individual who owns stock possessing more\nthan 10% of the total combined voting power of all classes of stock of the Company or its parent or any of its subsidiaries, for a period of more than five years following the date of grant of the ISO).\n(iii)    ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of\nSection 422 of the Code. ISOs may only be granted to Eligible Persons who are employees of the Company or employees of a parent or any subsidiary corporation of the Company. Except as otherwise provided in Section 8,\nno term of the Plan relating to ISOs (including any SAR in tandem therewith) shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any ISO under\nSection 422 of the Code, unless the Participant has first requested the change that will result in such disqualification. ISOs shall not be granted more than ten years after the earlier of the adoption of the Plan or the approval of the Plan by\nthe Company’s stockholders. Notwithstanding the foregoing, to the extent that the aggregate Fair Market Value of shares of Stock subject to an ISO and the aggregate Fair Market Value of shares of stock of any parent or subsidiary corporation\n(within the meaning of Sections 424(e) and (f) of the Code) subject to any other incentive stock options of the Company or a parent or subsidiary corporation (within the meaning of Sections 424(e) and (f) of the Code) that are exercisable\nfor the first time by a Participant during any calendar year exceeds $100,000, or such other amount as may be prescribed under Section 422 of the Code, such excess shall be treated as Nonstatutory Options in accordance with the Code. As used in\nthe previous sentence, Fair Market Value shall be determined as of the date the ISO is granted. If a Participant shall make any disposition of shares of Stock issued pursuant to an ISO under the circumstances described in Section 421(b) of the code\n(relating to disqualifying dispositions), the Participant shall notify the Company of such disposition as required in the applicable Award Agreement.\n(c)    SARs. The Committee is authorized to grant SARs to Eligible Persons on the following terms and conditions:\n(i)    Right to Payment. An SAR is a right to receive, upon exercise thereof, the excess of (A) the Fair\nMarket Value of one share of Stock on the date of exercise over (B) the grant price of the SAR as determined by the Committee.\n(ii)    Grant Price. Each Award Agreement evidencing an SAR shall\nstate the grant price per share of Stock established by the Committee; provided, however, that except as provided in Section 6(j) or in Section 8, the grant price per share of Stock subject to an SAR\nshall not be less than the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value per share of the Stock as of the date of grant of the SAR. Notwithstanding the foregoing, the grant price of an SAR may be less\nthan 100% of the Fair Market Value per share of Stock subject to an SAR as of the date of grant of the SAR if the SAR (1) does not provide for a deferral of compensation by reason of satisfying the short-term deferral exception set forth in the\nNonqualified Deferred Compensation Rules or (2) provides for a deferral of compensation and is compliant with the Nonqualified Deferred Compensation Rules.\n(iii)    Method of Exercise and Settlement; Other Terms. The Committee shall determine the form of consideration\npayable upon settlement, the method by or forms in which Stock (if any) will be delivered or deemed to be delivered to Participants, and any other terms and conditions of any SAR. SARs may be either free-standing or granted in tandem with other\nAwards. No SAR may be exercisable for a period of more than ten years following the date of grant of the SAR.\n(iv)    Rights Related to Options. An SAR granted in connection with an Option shall entitle a Participant, upon\nexercise, to surrender that Option or any portion thereof, to the extent unexercised, and to receive payment of an amount determined by multiplying (A) the difference obtained by subtracting the Exercise Price with respect to a share of Stock\nspecified in the related Option from the Fair Market Value of a share of Stock on the date of exercise of the SAR, by (B) the number of shares as to which that SAR has been exercised. The Option shall then cease to be exercisable to the extent\nsurrendered. SARs granted in connection with an Option shall be subject to the terms and conditions of the Award Agreement governing the Option, which shall provide that the SAR is exercisable only at such time or times and only to the extent that\nthe related Option is exercisable and shall not be transferable except to the extent that the related Option is transferrable.\n(d)    Restricted Stock. The Committee is authorized to grant Restricted Stock to Eligible Persons on the following\nterms and conditions:\n(i)    Restrictions. Restricted Stock shall be subject to such restrictions on\ntransferability, risk of forfeiture and other restrictions, if any, as the Committee may impose. Except as provided in Section 7(a)(iii) and Section 7(a)(iv), during the restricted period applicable to the Restricted Stock, the\nRestricted Stock may not be sold, transferred, pledged, hedged, hypothecated, margined or otherwise encumbered by the Participant.\n(ii)    Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, the Committee may allow\na Participant to elect, or may require, that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock, applied to the purchase of additional Awards or deferred without interest to\nthe date of vesting of the associated Award of Restricted Stock. Unless otherwise determined by the Committee and specified in the applicable Award Agreement, Stock distributed in connection with a Stock split or Stock dividend, and other property\n(other than cash) distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed.\n(e)    Restricted Stock Units. The Committee is authorized to grant\nRestricted Stock Units to Eligible Persons on the following terms and conditions:\n(i)    Restrictions.\nRestricted Stock Units shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose.\n(ii)    Settlement. Settlement of vested Restricted Stock Units shall occur upon vesting or upon expiration of the\ndeferral period specified for such Restricted Stock Units by the Committee (or, if permitted by the Committee, as elected by the Participant). Restricted Stock Units shall be settled by delivery of (A) a number of shares of Stock equal to the\nnumber of Restricted Stock Units for which settlement is due, or (B) cash in an amount equal to the Fair Market Value of the specified number of shares of Stock equal to the number of Restricted Stock Units for which settlement is due, or a\ncombination thereof, as determined by the Committee at the date of grant or thereafter.\n(f)    Stock Awards.\nThe Committee is authorized to grant Stock Awards to Eligible Persons as a bonus, as additional compensation, or in lieu of cash compensation any such Eligible Person is otherwise entitled to receive, in such amounts and subject to such other terms\nas the Committee in its discretion determines to be appropriate.\n(g)    Dividend Equivalents. The Committee is\nauthorized to grant Dividend Equivalents to Eligible Persons, entitling any such Eligible Person to receive cash, Stock, other Awards, or other property equal in value to dividends or other distributions paid with respect to a specified number of\nshares of Stock. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award (other than an Award of Restricted Stock or a Stock Award). The Committee may provide that Dividend Equivalents shall be paid or\ndistributed when accrued or at a later specified date and, if distributed at a later date, may be deemed to have been reinvested in additional Stock, Awards, or other investment vehicles or accrued in a bookkeeping account without interest, and\nsubject to such restrictions on transferability and risks of forfeiture, as the Committee may specify. With respect to Dividend Equivalents granted in connection with another Award, absent a contrary provision in the Award Agreement, such Dividend\nEquivalents shall be subject to the same restrictions and risk of forfeiture as the Award with respect to which the dividends accrue and shall not be paid unless and until such Award has vested and been earned.\n(h)    Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant\nto Eligible Persons such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, as deemed by the Committee to be consistent with the purposes of the Plan,\nincluding convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance of the Company or any other factors designated by the\nCommittee, and Awards valued by reference to the book value of Stock or the value of securities of, or the performance of, specified Affiliates of the Company. The Committee shall determine the terms and\nconditions of such Other Stock-Based Awards. Stock delivered pursuant to an Other-Stock Based Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for\nsuch consideration, paid for at such times, by such methods, and in such forms, including cash, Stock, other Awards, or other property, as the Committee shall determine.\n(i)    Cash Awards. The Committee is authorized to grant Cash Awards, on a free-standing basis or as an element of,\na supplement to, or in lieu of any other Award under the Plan to Eligible Persons in such amounts and subject to such other terms as the Committee in its discretion determines to be appropriate.\n(j)    Substitute Awards; No Repricing. Awards may be granted in substitution or exchange for any other Award\ngranted under the Plan or under another plan of the Company or an Affiliate or any other right of a person to receive payment from the Company or an Affiliate. Awards may also be granted under the Plan in substitution for awards held by individuals\nwho become Eligible Persons as a result of a merger, consolidation or acquisition of another entity or the assets of another entity by or with the Company or an Affiliate. Such Substitute Awards referred to in the immediately preceding sentence that\nare Options or SARs may have an exercise price that is less than the Fair Market Value of a share of Stock on the date of the substitution if such substitution complies with the Nonqualified Deferred Compensation Rules and other applicable laws and\nexchange rules. Except as provided in this Section 6(j) or in Section 8, without the approval of the stockholders of the Company, the terms of outstanding Awards may not be amended to (i) reduce the Exercise\nPrice or grant price of an outstanding Option or SAR, (ii) grant a new Option, SAR or other Award in substitution for, or upon the cancellation of, any previously granted Option or SAR that has the effect of reducing the Exercise Price or grant\nprice thereof, (iii) exchange any Option or SAR for Stock, cash or other consideration when the Exercise Price or grant price per share of Stock under such Option or SAR exceeds the Fair Market Value of a share of Stock or (iv) take any\nother action that would be considered a “repricing” of an Option or SAR under the applicable listing standards of the national securities exchange on which the Stock is listed (if any).\n(k)    Performance Awards. The Committee is authorized to designate any of the Awards granted under the foregoing\nprovisions of this Section 6 as Performance Awards. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance goals applicable to a Performance\nAward, and may exercise its discretion to reduce or increase the amounts payable under any Performance Award, except as limited under Section 6(k)(i). Performance goals may differ for Performance Awards granted to any one\nParticipant or to different Participants. The performance period applicable to any Performance Award shall be set by the Committee in its discretion but shall not exceed ten years.\n(i)    Section 162(m) Awards. If the Committee determines in its discretion that a Performance Award granted to a\nCovered Employee shall be designated as a Section 162(m) Award, the grant, exercise, vesting and/or settlement of such Performance Award shall be contingent upon achievement of a pre-established performance\ngoal or goals and other terms set forth in this Section 6(k)(i); provided, however, that nothing in this Section 6(k) or elsewhere in the Plan shall be interpreted as preventing the Committee from granting Performance\nAwards or other Awards to Covered Employees that are not intended to constitute Section 162(m) Awards or from determining that it is no longer necessary or appropriate for a Section 162(m) Award to qualify as such."} +{"idx": 53, "level": 4, "span": "(A)    Performance Goals Generally. The performance goals for Section\n162(m) Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria as specified by the Committee. Performance goals shall be objective and shall otherwise meet the\nrequirements of Section 162(m), including the requirement that the level or levels of performance targeted by the Committee must be “substantially uncertain” at the time the Committee actually establishes the performance goal or goals."} +{"idx": 53, "level": 4, "span": "(B)    Business Criteria for Performance Goals. One or more of the following business criteria for the\nCompany, on a consolidated basis, and/or for specified subsidiaries, business or geographical units or operating areas of the Company (except with respect to the total stockholder return and earnings per share criteria), shall be used by the\nCommittee in establishing performance goals for Section 162(m) Awards: (1) revenues, sales or other income; (2) cash flow, discretionary cash flow, cash flows from operations, cash flows from investing activities, and/or cash flows from\nfinancing activities; (3) return on net assets, return on assets, return on investment, return on capital, return on capital employed or return on equity; (4) income, operating income or net income; (5) earnings or earnings margin\ndetermined before or after any one or more of depletion, depreciation and amortization expense; exploration and abandonments; impairment of oil and gas properties; impairment of inventory and other property and equipment; accretion of discount on\nasset retirement obligations; interest expense; net gain or loss on the disposition of assets; income or loss from discontinued operations, net of tax; noncash derivative related activity; amortization of stock-based compensation; income taxes; or\nother items; (6) equity; net worth; tangible net worth; book capitalization; debt; debt, net of cash and cash equivalents; capital budget or other balance sheet goals; (7) debt or equity financings or improvement of financial ratings;\n(8) production volumes, production growth, or debt-adjusted production growth, which may be of oil, gas, natural gas liquids or any combination thereof; (9) general and administrative expenses; (10) proved reserves, reserve\nreplacement, drillbit reserve replacement and/or reserve growth; (11) exploration/finding and/or development costs, capital expenditures, drillbit finding and development costs, operating costs (including lease operating expenses, severance\ntaxes and other production taxes, gathering and transportation and other components of operating expenses), base operating costs, or production costs; (12) net asset value; (13) Fair Market Value of the Stock, share price, share price\nappreciation, total stockholder return or payments of dividends; (14) achievement of savings from business improvement projects and achievement of capital projects deliverables; (15) working capital or working capital changes;\n(16) operating profit or net operating profit; (17) internal research or development programs; (18) geographic business expansion; (19) corporate development (including licenses, innovation, research or establishment of third\nparty collaborations); (20) performance against environmental, ethics or sustainability targets; (21) safety performance and/or incident rate; (22) human resources management targets, including medical cost reductions, employee\nsatisfaction or retention, workforce diversity and time to hire; (23) satisfactory internal or external audits; (24) consummation, implementation or completion of a Change in Control or other strategic partnerships, transactions, projects,\nprocesses or initiatives or other goals relating to acquisitions or divestitures (in whole or in part), joint ventures or strategic alliances; (25) regulatory approvals or other regulatory milestones; (26)\nlegal compliance or risk reduction; (27) drilling results; (28) market share; (29) economic value added; or (30) cost reduction targets. Any of the above goals may be\ndetermined pre-tax or post-tax, on an absolute or relative basis, as compared to the performance of a published or special index deemed applicable by the Committee\nincluding the Standard & Poor’s 500 Stock Index or a group of comparable companies, as a ratio with other business criteria, as a ratio over a period of time or on a per unit of measure (such as per day, or per barrel, a volume or\nthermal unit of gas or a barrel-of-oil equivalent), on a per-share basis (basic or diluted), and on a basis of continuing\noperations only. The terms above may, but shall not be required to be, used as applied under generally accepted accounting principles, as applicable."} +{"idx": 53, "level": 4, "span": "(C)    Effect of Certain Events. The Committee may, at the time the performance goals in respect of a Section\n162(m) Award are established, provide for the manner in which actual performance and performance goals with regard to the business criteria selected will reflect the impact of specified events or occurrences during the relevant performance period,\nwhich may mean excluding the impact of one or more events or occurrences, as specified by the Committee, for such performance period so long such events are objectively determinable. The adjustments described in this paragraph shall only be made, in\neach case, to the extent that such adjustments in respect of a Section 162(m) Award would not cause the Section 162(m) Award to fail to qualify as “performance-based compensation” under Section 162(m)."} +{"idx": 53, "level": 4, "span": "(D)    Timing for Establishing Performance Goals. No later than 90 days after the beginning of any performance\nperiod applicable to a Section 162(m) Award, or at such other date as may be required or permitted for “performance-based compensation” under Section 162(m), the Committee shall establish (i) the Eligible Persons who will be granted\nSection 162(m) Awards, and (ii) the objective formula used to calculate the amount of cash or Stock payable, if any, under such Section 162(m) Awards, based upon the level of achievement of a performance goal or goals with respect to one or\nmore of the business criteria selected by the Committee from the list set forth in Section 6(k)(i)(B) and, if desired, the effect of any events set forth in Section 6(k)(i)(C)."} +{"idx": 53, "level": 4, "span": "(E)    Performance Award Pool. The Committee may establish an unfunded pool, with the amount of such pool\ncalculated using an objective formula based upon the level of achievement of one or more performance goals with respect to business criteria selected from the list set forth in Section 6(k)(i)(B) during the given performance period, as\nspecified by the Committee in accordance with Section 6(k)(i)(D). The Committee may specify the amount of the pool as a percentage of any of such business criteria, a percentage in excess of a threshold amount with respect to such business\ncriteria, or as another amount which need not bear a direct relationship to such business criteria but shall be objectively determinable and calculated based upon the level of achievement of pre-established\ngoals with regard to the business criteria. If a pool is established, the Committee shall also establish the maximum amount payable to each Covered Employee from the pool for each performance period."} +{"idx": 53, "level": 4, "span": "(F)    Settlement or Payout of Awards; Other Terms. Except as otherwise permitted under Section 162(m), after the\nend of each performance period and before any Section 162(m) Award is settled or paid, the Committee shall certify the level of performance achieved with regard to each business criteria established with respect to each\nSection 162(m) Award and shall determine the amount of cash or Stock, if any, payable to each Participant with respect to each Section 162(m) Award. The Committee may, in its discretion, reduce\nthe amount of a payment or settlement otherwise to be made in connection with a Section 162(m) Award, but may not exercise discretion to increase any such amount."} +{"idx": 53, "level": 4, "span": "(G)    Written Determinations. With respect to each Section 162(m) Award, all determinations by the Committee as\nto (1) the establishment of performance goals and performance period with respect to the selected business criteria, (2) the establishment of the objective formula used to calculate the amount of cash or Stock payable, if any, based on the\nlevel of achievement of such performance goals, and (3) the certification of the level of performance achieved during the performance period with regard to each business criteria selected, shall each be made in writing."} +{"idx": 53, "level": 4, "span": "(H)    Options and SARs. Notwithstanding the foregoing provisions of this Section 6(k)(i), Options and SARs\nwith an Exercise Price or grant price not less than the Fair Market Value on the date of grant awarded to Covered Employees are intended to be Section 162(m) Awards even if not otherwise contingent upon achievement of one or more pre-established performance goal or goals with respect to business criteria set forth in Section 6(k)(i)(B).\n(ii)    Status of Section 162(m) Awards. The terms governing Section 162(m) Awards shall be interpreted in a\nmanner consistent with Section 162(m), in particular the prerequisites for qualification as “performance-based compensation,” and, if any provision of the Plan as in effect on the date of adoption of any Award Agreement relating to a\nSection 162(m) Award does not comply or is inconsistent with the requirements of Section 162(m), such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.\n7.    Certain Provisions Applicable to Awards.\n(a)    Limit on Transfer of Awards.\n(i)    Except as provided in Sections 7(a)(iii) and (iv), each Option and SAR shall be exercisable only by\nthe Participant during the Participant’s lifetime, or by the person to whom the Participant’s rights shall pass by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Section 7(a), an ISO\nshall not be transferable other than by will or the laws of descent and distribution.\n(ii)    Except as provided in\nSections 7(a)(i), (iii) and (iv), no Award, other than a Stock Award, and no right under any such Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such\npurported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.\n(iii)    To the extent specifically provided by the Committee, an Award may be transferred by a Participant without\nconsideration to immediate family members or related family trusts, limited partnerships or similar entities or on such terms and conditions as the Committee may from time to time establish.\n(iv)    An Award may be transferred pursuant to a domestic relations order\nentered or approved by a court of competent jurisdiction upon delivery to the Company of a written request for such transfer and a certified copy of such order.\n(b)    Form and Timing of Payment Under Awards; Deferrals. Subject to the terms of the Plan and any\napplicable Award Agreement, payments to be made by the Company or any of its Affiliates upon the exercise or settlement of an Award may be made in such forms as the Committee shall determine in its discretion, including cash, Stock, other Awards or\nother property, and may be made in a single payment or transfer, in installments, or on a deferred basis (which may be required by the Committee or permitted at the election of the Participant on terms and conditions established by the Committee);\nprovided, however, that any such deferred or installment payments will be set forth in the Award Agreement. Payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or\ndeferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Stock.\n(c)    Evidencing Stock. The Stock or other securities of the Company delivered pursuant to an Award may be\nevidenced in any manner deemed appropriate by the Committee in its sole discretion, including in the form of a certificate issued in the name of the Participant or by book entry, electronic or otherwise and shall be subject to such stop transfer\norders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Stock or other securities are then listed, and any applicable federal,\nstate or other laws, and the Committee may cause a legend or legends to be inscribed on any such certificates to make appropriate reference to such restrictions. Further, if certificates representing Restricted Stock are registered in the name of\nthe Participant, the Company may retain physical possession of the certificates and may require that the Participant deliver a stock power to the Company, endorsed in blank, related to the Restricted Stock.\n(d)    Consideration for Grants. Awards may be granted for such consideration, including services, as the Committee\nshall determine, but shall not be granted for less than the minimum lawful consideration.\n(e)    Additional\nAgreements. Each Eligible Person to whom an Award is granted under the Plan may be required to agree in writing, as a condition to the grant of such Award or otherwise, to subject an Award that is exercised or settled following such Eligible\nPerson’s termination of employment or service to a general release of claims and/or a noncompetition or other restricted covenant agreement in favor of the Company and its Affiliates, with the terms and conditions of such agreement(s) to be\ndetermined in good faith by the Committee.\n8.    Subdivision or Consolidation; Recapitalization; Change in\nControl; Reorganization.\n(a)    Existence of Plans and Awards. The existence of the Plan and the Awards\ngranted hereunder shall not affect in any way the right or power of the Company, the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization,\nreorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting\nStock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.\n(b)    Additional Issuances. Except as expressly provided herein, the issuance by the Company of shares of stock of\nany class, including upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with\nrespect to, the number of shares of Stock subject to Awards theretofore granted or the purchase price per share of Stock, if applicable.\n(c)    Subdivision or Consolidation of Shares. The terms of an Award and the share limitations under the Plan shall\nbe subject to adjustment by the Committee from time to time, in accordance with the following provisions:\n(i)    If\nat any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Stock split, by the issuance of a distribution on Stock payable in Stock, or otherwise) the number of shares of Stock then outstanding into a\ngreater number of shares of Stock, then, as appropriate (A) the maximum number of shares of Stock available for delivery with respect to Awards and applicable limitations with respect to Awards provided in\nSection 4 and Section 5 (other than cash limits) shall be increased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the\nnumber of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award shall be increased proportionately, and (C) the price (including the Exercise Price or grant price) for each share of Stock\n(or other kind of shares or securities) subject to then outstanding Awards shall be reduced proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions.\n(ii)    If at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, by reverse\nStock split, or otherwise) the number of shares of Stock then outstanding into a lesser number of shares of Stock, then, as appropriate (A) the maximum number of shares of Stock available for delivery with respect to Awards and\napplicable limitations with respect to Awards provided in Section 4 and Section 5 (other than cash limits) shall be decreased proportionately, and the kind of shares or other securities available\nfor the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award shall be decreased proportionately, and (C) the price (including\nthe Exercise Price or grant price) for each share of Stock (or other kind of shares or securities) subject to then outstanding Awards shall be increased proportionately, without changing the aggregate purchase price or value as to which outstanding\nAwards remain exercisable or subject to restrictions.\n(d)    Recapitalization. In the event of any change in\nthe capital structure or business of the Company or other corporate transaction or event that would be considered an “equity restructuring” within the meaning of ASC Topic 718 and, in each case, that would result\nin an additional compensation expense to the Company pursuant to the provisions of ASC Topic 718, if adjustments to Awards with respect to such event were discretionary or otherwise not required\n(each such an event, an “Adjustment Event”), then the Committee shall equitably adjust (i) the aggregate number or kind of shares that thereafter may be delivered under the Plan, (ii) the number or kind of shares or\nother property (including cash) subject to an Award, (iii) the terms and conditions of Awards, including the purchase price or Exercise Price of Awards and performance goals, as applicable, and (iv) the applicable limitations with respect\nto Awards provided in Section 4 and Section 5 (other than cash limits) to equitably reflect such Adjustment Event (“Equitable Adjustments”). In the event of any change in\nthe capital structure or business of the Company or other corporate transaction or event that would not be considered an Adjustment Event, and is not otherwise addressed in this Section 8, the Committee shall have complete\ndiscretion to make Equitable Adjustments in such manner as it deems appropriate with respect to such other event.\n(e)    Change in Control and Other Events. Except to the extent otherwise provided in any applicable Award\nAgreement, vesting of any Award shall not occur solely upon the occurrence of a Change in Control and, in the event of a Change in Control or other changes in the Company or the outstanding Stock by reason of a recapitalization, reorganization,\nmerger, consolidation, combination, exchange or other relevant change occurring after the date of the grant of any Award, the Committee, acting in its sole discretion without the consent or approval of any holder, may exercise any power enumerated\nin Section 3 and may also effect one or more of the following alternatives, which may vary among individual holders and which may vary among Awards held by any individual holder:\n(i) accelerate the time of exercisability of an Award so that such Award may be exercised in full or in part for a limited period of time on or\nbefore a date specified by the Committee, after which specified date all unexercised Awards and all rights of holders thereunder shall terminate;\n(ii) provide for a cash payment with respect to outstanding Awards by requiring the mandatory surrender to the Company by selected holders of\nsome or all of the outstanding Awards held by such holders (irrespective of whether such Awards are then vested or exercisable) as of a date, specified by the Committee, in which event the Committee shall thereupon cancel such Awards and the Company\nshall pay to each holder an amount of cash or other consideration per Award (other than a Dividend Equivalent or Cash Award, which the Committee may separately require to be surrendered in exchange for cash or other consideration determined by the\nCommittee in its discretion) equal to the Change in Control Price, less the Exercise Price with respect to an Option and less the grant price with respect to a SAR, as applicable to such Awards; provided, however, that to the extent\nthe Exercise Price of an Option or the grant price of an SAR exceeds the Change in Control Price, such Award may be cancelled for no consideration;\n(iii) cancel Awards that remain subject to a restricted period as of the date of a Change in Control or other such event without payment of any\nconsideration to the Participant for such Awards; or\n(iv) make such adjustments to Awards then outstanding as the Committee deems appropriate to\nreflect such Change in Control or other such event (including the substitution, assumption, or continuation of Awards by the successor company or a parent or subsidiary thereof);"} +{"idx": 53, "level": 4, "span": "provided, however, that so long as the event is not an Adjustment Event, the Committee may determine in its sole discretion that no adjustment\nis necessary to Awards then outstanding. If an Adjustment Event occurs, this Section 8(e) shall only apply to the extent it is not in conflict with Section 8(d)\n. \n9.    General Provisions.\n(a)    Tax Withholding. The Company and any of its Affiliates are authorized to withhold from any Award granted, or\nany payment relating to an Award, including from a distribution of Stock, taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the\nCompany, its Affiliates and Participants to satisfy the payment of withholding taxes and other tax obligations relating to any Award in such amounts as may be determined by the Committee. The Committee shall determine, in its sole discretion, the\nform of payment acceptable for such tax withholding obligations, including the delivery of cash or cash equivalents, Stock (including previously owned shares, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the\namount of shares otherwise issuable or delivered pursuant to the Award), other property, or any other legal consideration the Committee deems appropriate. Any determination made by the Committee to allow a Participant who is subject to Rule 16b-3 to pay taxes with shares of Stock through net settlement or previously owned shares shall be approved by either a committee made up of solely two or more Qualified Members or the full Board. If such tax\nwithholding amounts are satisfied through net settlement or previously owned shares, the maximum number of shares of Stock that may be so withheld (or surrendered) shall be the number of shares of Stock that have an aggregate Fair Market Value on\nthe date of withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized\nwithout creating adverse accounting treatment for the Company with respect to such Award, as determined by the Committee.\n(b)    Limitation on Rights Conferred Under Plan. Neither the Plan nor any action taken hereunder shall be\nconstrued as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or any of its Affiliates, (ii) interfering in any way with the right of the\nCompany or any of its Affiliates to terminate any Eligible Person’s or Participant’s employment or service relationship at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to\nbe treated uniformly with other Participants and/or employees and/or other service providers, or (iv) conferring on a Participant any of the rights of a stockholder of the Company unless and until the Participant is duly issued or transferred\nshares of Stock in accordance with the terms of an Award.\n(c)    Governing Law; Submission to Jurisdiction.\nAll questions arising with respect to the provisions of the Plan and Awards shall be determined by application of the laws\nof the State of Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and\ndeliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock. With respect to any claim or dispute related to or arising under the Plan, the Company and each Participant who accepts an Award hereby consent to the exclusive jurisdiction, forum and venue of the\nstate and federal courts located in Delaware.\n(d)    Severability and Reformation. If any provision of the\nPlan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall\nbe construed or deemed amended to conform to the applicable law or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken\nas to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. If any of the terms or provisions of the Plan or any Award Agreement conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to Eligible Persons who are subject to Section 16 of the Exchange Act), Section 162(m) (with respect to any Section 162(m) Award) or Section 422 of the Code\n(with respect to ISOs), then those conflicting terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 or Section 162(m) (unless the Board or the\nCommittee, as appropriate, has expressly determined that the Plan or such Award should not comply with Rule 16b-3 or Section 162(m)) or Section 422 of the Code, in each case, only to the extent Rule 16b-3 and such sections of the Code are applicable. With respect to ISOs, if the Plan does not contain any provision required to be included herein under Section 422 of the Code, that provision shall be deemed\nto be incorporated herein with the same force and effect as if that provision had been set out at length herein; provided, further, that, to the extent any Option that is intended to qualify as an ISO cannot so qualify, that Option (to that\nextent) shall be deemed a Nonstatutory Option for all purposes of the Plan.\n(e)    Unfunded Status of Awards; No\nTrust or Fund Created. The Plan is intended to constitute an “unfunded” plan for certain incentive awards. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary\nrelationship between the Company or any Affiliate and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than\nthe right of any general unsecured creditor of the Company or such Affiliate.\n(f)    Nonexclusivity of the\nPlan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive\narrangements as it may deem desirable, including incentive arrangements and awards which do not constitute “performance-based compensation” under Section 162(m). Nothing contained in the Plan shall be construed to prevent the Company or\nany of its Affiliates from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan.\nNo employee, beneficiary or other person shall have any claim against the Company or any of its Affiliates as a result of any such action.\n(g)    Fractional Shares. No fractional shares of Stock shall be\nissued or delivered pursuant to the Plan or any Award, and the Committee shall determine in its sole discretion whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares of Stock or whether such\nfractional shares of Stock or any rights thereto shall be cancelled, terminated, or otherwise eliminated with or without consideration.\n(h)    Interpretation. Headings are given to the Sections and subsections of the Plan solely as a convenience to\nfacilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Words in the masculine gender shall include the feminine gender, and, where\nappropriate, the plural shall include the singular and the singular shall include the plural. In the event of any conflict between the terms and conditions of an Award Agreement and the Plan, the provisions of the Plan shall control. The use herein\nof the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or\nmatters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to\nrefer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or other document means such agreement, instrument or other\ndocument as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan.\n(i)    Facility of Payment. Any amounts payable hereunder to any individual under legal disability or who, in the\njudgment of the Committee, is unable to manage properly his financial affairs, may be paid to the legal representative of such individual, or may be applied for the benefit of such individual in any manner that the Committee may select, and the\nCompany shall be relieved of any further liability for payment of such amounts.\n(j)    Conditions to Delivery of\nStock. Nothing herein or in any Award Agreement shall require the Company to issue any shares with respect to any Award if that issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act, any other\napplicable statute or regulation, or the rules of any applicable securities exchange or securities association, as then in effect. In addition, each Participant who receives an Award under the Plan shall not sell or otherwise dispose of Stock that\nis acquired upon grant, exercise or vesting of an Award in any manner that would constitute a violation of any applicable federal or state securities laws, the Plan or the rules, regulations or other requirements of the SEC or any stock exchange\nupon which the Stock is then listed. At the time of any exercise of an Option or SAR, or at the time of any grant of any other Award, the Company may, as a condition precedent to the exercise of such Option or SAR or settlement of any other Award,\nrequire from the Participant (or in the event of his or her death, his or her legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning the holder’s intentions with regard to the retention or\ndisposition of the shares of Stock being acquired pursuant to the Award and such written covenants and agreements, if any, as to the manner of disposal of such shares\nas, in the opinion of counsel to the Company, may be necessary to ensure that any disposition by that holder (or in the event of the holder’s death, his or her legal representatives, heirs,\nlegatees, or distributees) will not involve a violation of the Securities Act, any other applicable state or federal statute or regulation, or any rule of any applicable securities exchange or securities association, as then in effect. Stock or\nother securities shall not be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement (including any Exercise Price, grant price, or tax withholding) is received\nby the Company.\n(k)    Section 409A of the Code. It is the general intention, but not the obligation, of the\nCommittee to design Awards to comply with or to be exempt from the Nonqualified Deferred Compensation Rules, and Awards will be operated and construed accordingly. Neither this Section 9(k) nor any other provision of the Plan is or contains a\nrepresentation to any Participant regarding the tax consequences of the grant, vesting, exercise, settlement, or sale of any Award (or the Stock underlying such Award) granted hereunder, and should not be interpreted as such. In no event shall the\nCompany be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation\nRules. Notwithstanding any provision in the Plan or an Award Agreement to the contrary, in the event that a “specified employee” (as defined under the Nonqualified Deferred Compensation Rules) becomes entitled to a payment under an Award\nthat would be subject to additional taxes and interest under the Nonqualified Deferred Compensation Rules if the Participant’s receipt of such payment or benefits is not delayed until the earlier of (i) the date of the Participant’s\ndeath, or (ii) the date that is six months after the Participant’s “separation from service,” as defined under the Nonqualified Deferred Compensation Rules (such date, the “Section 409A Payment Date”),\nthen such payment or benefit shall not be provided to the Participant until the Section 409A Payment Date. Any amounts subject to the preceding sentence that would otherwise be payable prior to the Section 409A Payment Date will be aggregated and\npaid in a lump sum without interest on the Section 409A Payment Date. The applicable provisions of the Nonqualified Deferred Compensation Rules are hereby incorporated by reference and shall control over any Plan or Award Agreement provision in\nconflict therewith.\n(l)    Clawback. The Plan and all Awards granted hereunder are subject to any written\nclawback policies that the Company, with the approval of the Board or an authorized committee thereof, may adopt either prior to or following the Effective Date, including any policy adopted to conform to the Dodd-Frank Wall Street Reform and\nConsumer Protection Act of 2010 and rules promulgated thereunder by the SEC and that the Company determines should apply to Awards. Any such policy may subject a Participant’s Awards and amounts paid or realized with respect to Awards to\nreduction, cancelation, forfeiture or recoupment if certain specified events or wrongful conduct occur, including an accounting restatement due to the Company’s material noncompliance with financial reporting regulations or other events or\nwrongful conduct specified in any such clawback policy.\n(m)    Status under ERISA. The Plan shall not\nconstitute an “employee benefit plan” for purposes of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.\n(n)    Plan Effective Date and Term. The Plan was adopted by the Board\nto be effective on the Effective Date. No Awards may be granted under the Plan on and after the tenth anniversary of the Effective Date. However, any Award granted prior to such termination (or any earlier termination pursuant to\nSection 10), and the authority of the Board or Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award in accordance with the terms of the\nPlan, shall extend beyond such termination until the final disposition of such Award.\n10.    Amendments to the\nPlan and Awards. The Committee may amend, alter, suspend, discontinue or terminate any Award or Award Agreement, the Plan or the Committee’s authority to grant Awards without the consent of stockholders or Participants, except that\nany amendment or alteration to the Plan, including any increase in any share limitation, shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Committee action if such stockholder\napproval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Committee may otherwise, in its discretion, determine to submit\nother changes to the Plan to stockholders for approval; provided, that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such Participant under any previously granted\nand outstanding Award. For purposes of clarity, any adjustments made to Awards pursuant to Section 8 will be deemed not to materially and adversely affect the rights of any Participant under any previously granted and\noutstanding Award and therefore may be made without the consent of affected Participants."} +{"idx": 53, "level": 4, "span": "[Remainder of Page Intentionally Blank]"} +{"idx": 53, "level": 2, "span": "9.    General Provisions."} +{"idx": 53, "level": 3, "span": "(a)    Tax Withholding\nThe Company and any of its Affiliates are authorized to withhold from any Award granted, or\nany payment relating to an Award, including from a distribution of Stock, taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the\nCompany, its Affiliates and Participants to satisfy the payment of withholding taxes and other tax obligations relating to any Award in such amounts as may be determined by the Committee. The Committee shall determine, in its sole discretion, the\nform of payment acceptable for such tax withholding obligations, including the delivery of cash or cash equivalents, Stock (including previously owned shares, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the\namount of shares otherwise issuable or delivered pursuant to the Award), other property, or any other legal consideration the Committee deems appropriate. Any determination made by the Committee to allow a Participant who is subject to Rule 16b-3 to pay taxes with shares of Stock through net settlement or previously owned shares shall be approved by either a committee made up of solely two or more Qualified Members or the full Board. If such tax\nwithholding amounts are satisfied through net settlement or previously owned shares, the maximum number of shares of Stock that may be so withheld (or surrendered) shall be the number of shares of Stock that have an aggregate Fair Market Value on\nthe date of withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized\nwithout creating adverse accounting treatment for the Company with respect to such Award, as determined by the Committee."} +{"idx": 53, "level": 3, "span": "(b)    Limitation on Rights Conferred Under Plan\nNeither the Plan nor any action taken hereunder shall be\nconstrued as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or any of its Affiliates, (ii) interfering in any way with the right of the\nCompany or any of its Affiliates to terminate any Eligible Person’s or Participant’s employment or service relationship at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to\nbe treated uniformly with other Participants and/or employees and/or other service providers, or (iv) conferring on a Participant any of the rights of a stockholder of the Company unless and until the Participant is duly issued or transferred\nshares of Stock in accordance with the terms of an Award."} +{"idx": 53, "level": 3, "span": "(c)    Governing Law; Submission to Jurisdiction\nAll questions arising with respect to the provisions of the Plan and Awards shall be determined by application of the laws"} +{"idx": 53, "level": 3, "span": "(d)    Severability and Reformation\nIf any provision of the\nPlan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall\nbe construed or deemed amended to conform to the applicable law or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken\nas to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. If any of the terms or provisions of the Plan or any Award Agreement conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to Eligible Persons who are subject to Section 16 of the Exchange Act), Section 162(m) (with respect to any Section 162(m) Award) or Section 422 of the Code\n(with respect to ISOs), then those conflicting terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 or Section 162(m) (unless the Board or the\nCommittee, as appropriate, has expressly determined that the Plan or such Award should not comply with Rule 16b-3 or Section 162(m)) or Section 422 of the Code, in each case, only to the extent Rule 16b-3 and such sections of the Code are applicable. With respect to ISOs, if the Plan does not contain any provision required to be included herein under Section 422 of the Code, that provision shall be deemed\nto be incorporated herein with the same force and effect as if that provision had been set out at length herein; provided, further, that, to the extent any Option that is intended to qualify as an ISO cannot so qualify, that Option (to that\nextent) shall be deemed a Nonstatutory Option for all purposes of the Plan."} +{"idx": 53, "level": 3, "span": "(e)    Unfunded Status of Awards; No\nTrust or Fund Created. The Plan is intended to constitute an “unfunded” plan for certain incentive awards. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary\nrelationship between the Company or any Affiliate and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than\nthe right of any general unsecured creditor of the Company or such Affiliate."} +{"idx": 53, "level": 3, "span": "(f)    Nonexclusivity of the\nPlan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive\narrangements as it may deem desirable, including incentive arrangements and awards which do not constitute “performance-based compensation” under Section 162(m). Nothing contained in the Plan shall be construed to prevent the Company or\nany of its Affiliates from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan.\nNo employee, beneficiary or other person shall have any claim against the Company or any of its Affiliates as a result of any such action."} +{"idx": 53, "level": 3, "span": "(g)    Fractional Shares\nNo fractional shares of Stock shall be\nissued or delivered pursuant to the Plan or any Award, and the Committee shall determine in its sole discretion whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares of Stock or whether such\nfractional shares of Stock or any rights thereto shall be cancelled, terminated, or otherwise eliminated with or without consideration."} +{"idx": 53, "level": 3, "span": "(h)    Interpretation\nHeadings are given to the Sections and subsections of the Plan solely as a convenience to\nfacilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Words in the masculine gender shall include the feminine gender, and, where\nappropriate, the plural shall include the singular and the singular shall include the plural. In the event of any conflict between the terms and conditions of an Award Agreement and the Plan, the provisions of the Plan shall control. The use herein\nof the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or\nmatters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to\nrefer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or other document means such agreement, instrument or other\ndocument as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan."} +{"idx": 53, "level": 4, "span": "(i)    Facility of Payment\nAny amounts payable hereunder to any individual under legal disability or who, in the\njudgment of the Committee, is unable to manage properly his financial affairs, may be paid to the legal representative of such individual, or may be applied for the benefit of such individual in any manner that the Committee may select, and the\nCompany shall be relieved of any further liability for payment of such amounts."} +{"idx": 53, "level": 3, "span": "(j)    Conditions to Delivery of\nStock. Nothing herein or in any Award Agreement shall require the Company to issue any shares with respect to any Award if that issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act, any other\napplicable statute or regulation, or the rules of any applicable securities exchange or securities association, as then in effect. In addition, each Participant who receives an Award under the Plan shall not sell or otherwise dispose of Stock that\nis acquired upon grant, exercise or vesting of an Award in any manner that would constitute a violation of any applicable federal or state securities laws, the Plan or the rules, regulations or other requirements of the SEC or any stock exchange\nupon which the Stock is then listed. At the time of any exercise of an Option or SAR, or at the time of any grant of any other Award, the Company may, as a condition precedent to the exercise of such Option or SAR or settlement of any other Award,\nrequire from the Participant (or in the event of his or her death, his or her legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning the holder’s intentions with regard to the retention or\ndisposition of the shares of Stock being acquired pursuant to the Award and such written covenants and agreements, if any, as to the manner of disposal of such shares"} +{"idx": 53, "level": 3, "span": "(k)    Section 409A of the Code\nIt is the general intention, but not the obligation, of the\nCommittee to design Awards to comply with or to be exempt from the Nonqualified Deferred Compensation Rules, and Awards will be operated and construed accordingly. Neither this Section 9(k) nor any other provision of the Plan is or contains a\nrepresentation to any Participant regarding the tax consequences of the grant, vesting, exercise, settlement, or sale of any Award (or the Stock underlying such Award) granted hereunder, and should not be interpreted as such. In no event shall the\nCompany be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation\nRules. Notwithstanding any provision in the Plan or an Award Agreement to the contrary, in the event that a “specified employee” (as defined under the Nonqualified Deferred Compensation Rules) becomes entitled to a payment under an Award\nthat would be subject to additional taxes and interest under the Nonqualified Deferred Compensation Rules if the Participant’s receipt of such payment or benefits is not delayed until the earlier of (i) the date of the Participant’s\ndeath, or (ii) the date that is six months after the Participant’s “separation from service,” as defined under the Nonqualified Deferred Compensation Rules (such date, the “Section 409A Payment Date”),\nthen such payment or benefit shall not be provided to the Participant until the Section 409A Payment Date. Any amounts subject to the preceding sentence that would otherwise be payable prior to the Section 409A Payment Date will be aggregated and\npaid in a lump sum without interest on the Section 409A Payment Date. The applicable provisions of the Nonqualified Deferred Compensation Rules are hereby incorporated by reference and shall control over any Plan or Award Agreement provision in\nconflict therewith."} +{"idx": 53, "level": 3, "span": "(l)    Clawback\nThe Plan and all Awards granted hereunder are subject to any written\nclawback policies that the Company, with the approval of the Board or an authorized committee thereof, may adopt either prior to or following the Effective Date, including any policy adopted to conform to the Dodd-Frank Wall Street Reform and\nConsumer Protection Act of 2010 and rules promulgated thereunder by the SEC and that the Company determines should apply to Awards. Any such policy may subject a Participant’s Awards and amounts paid or realized with respect to Awards to\nreduction, cancelation, forfeiture or recoupment if certain specified events or wrongful conduct occur, including an accounting restatement due to the Company’s material noncompliance with financial reporting regulations or other events or\nwrongful conduct specified in any such clawback policy."} +{"idx": 53, "level": 3, "span": "(m)    Status under ERISA\nThe Plan shall not\nconstitute an “employee benefit plan” for purposes of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended."} +{"idx": 53, "level": 3, "span": "(n)    Plan Effective Date and Term\nThe Plan was adopted by the Board\nto be effective on the Effective Date. No Awards may be granted under the Plan on and after the tenth anniversary of the Effective Date. However, any Award granted prior to such termination (or any earlier termination pursuant to\nSection 10), and the authority of the Board or Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award in accordance with the terms of the\nPlan, shall extend beyond such termination until the final disposition of such Award."} +{"idx": 53, "level": 2, "span": "10.    Amendments to the\nPlan and Awards. The Committee may amend, alter, suspend, discontinue or terminate any Award or Award Agreement, the Plan or the Committee’s authority to grant Awards without the consent of stockholders or Participants, except that\nany amendment or alteration to the Plan, including any increase in any share limitation, shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Committee action if such stockholder\napproval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Committee may otherwise, in its discretion, determine to submit\nother changes to the Plan to stockholders for approval; provided, that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such Participant under any previously granted\nand outstanding Award. For purposes of clarity, any adjustments made to Awards pursuant to Section 8 will be deemed not to materially and adversely affect the rights of any Participant under any previously granted and\noutstanding Award and therefore may be made without the consent of affected Participants."} +{"idx": 53, "level": 4, "span": "(ii)    Status of Section 162(m) Awards\nThe terms governing Section 162(m) Awards shall be interpreted in a\nmanner consistent with Section 162(m), in particular the prerequisites for qualification as “performance-based compensation,” and, if any provision of the Plan as in effect on the date of adoption of any Award Agreement relating to a\nSection 162(m) Award does not comply or is inconsistent with the requirements of Section 162(m), such provision shall be construed or deemed amended to the extent necessary to conform to such requirements."} +{"idx": 53, "level": 2, "span": "7.    Certain Provisions Applicable to Awards."} +{"idx": 53, "level": 3, "span": "(a)    Limit on Transfer of Awards."} +{"idx": 53, "level": 4, "span": "(i)    Except as provided in Sections 7(a)(iii) and (iv), each Option and SAR shall be exercisable only by\nthe Participant during the Participant’s lifetime, or by the person to whom the Participant’s rights shall pass by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Section 7(a), an ISO\nshall not be transferable other than by will or the laws of descent and distribution."} +{"idx": 53, "level": 4, "span": "(ii)    Except as provided in\nSections 7(a)(i), (iii) and (iv), no Award, other than a Stock Award, and no right under any such Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such\npurported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate."} +{"idx": 53, "level": 4, "span": "(iii)    To the extent specifically provided by the Committee, an Award may be transferred by a Participant without\nconsideration to immediate family members or related family trusts, limited partnerships or similar entities or on such terms and conditions as the Committee may from time to time establish."} +{"idx": 53, "level": 4, "span": "(iv)    An Award may be transferred pursuant to a domestic relations order\nentered or approved by a court of competent jurisdiction upon delivery to the Company of a written request for such transfer and a certified copy of such order."} +{"idx": 53, "level": 3, "span": "(b)    Form and Timing of Payment Under Awards; Deferrals\nSubject to the terms of the Plan and any\napplicable Award Agreement, payments to be made by the Company or any of its Affiliates upon the exercise or settlement of an Award may be made in such forms as the Committee shall determine in its discretion, including cash, Stock, other Awards or\nother property, and may be made in a single payment or transfer, in installments, or on a deferred basis (which may be required by the Committee or permitted at the election of the Participant on terms and conditions established by the Committee);\nprovided, however, that any such deferred or installment payments will be set forth in the Award Agreement. Payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or\ndeferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Stock."} +{"idx": 53, "level": 3, "span": "(c)    Evidencing Stock\nThe Stock or other securities of the Company delivered pursuant to an Award may be\nevidenced in any manner deemed appropriate by the Committee in its sole discretion, including in the form of a certificate issued in the name of the Participant or by book entry, electronic or otherwise and shall be subject to such stop transfer\norders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Stock or other securities are then listed, and any applicable federal,\nstate or other laws, and the Committee may cause a legend or legends to be inscribed on any such certificates to make appropriate reference to such restrictions. Further, if certificates representing Restricted Stock are registered in the name of\nthe Participant, the Company may retain physical possession of the certificates and may require that the Participant deliver a stock power to the Company, endorsed in blank, related to the Restricted Stock."} +{"idx": 53, "level": 3, "span": "(d)    Consideration for Grants\nAwards may be granted for such consideration, including services, as the Committee\nshall determine, but shall not be granted for less than the minimum lawful consideration."} +{"idx": 53, "level": 3, "span": "(e)    Additional\nAgreements. Each Eligible Person to whom an Award is granted under the Plan may be required to agree in writing, as a condition to the grant of such Award or otherwise, to subject an Award that is exercised or settled following such Eligible\nPerson’s termination of employment or service to a general release of claims and/or a noncompetition or other restricted covenant agreement in favor of the Company and its Affiliates, with the terms and conditions of such agreement(s) to be\ndetermined in good faith by the Committee."} +{"idx": 53, "level": 2, "span": "8.    Subdivision or Consolidation; Recapitalization; Change in\nControl; Reorganization."} +{"idx": 53, "level": 3, "span": "(a)    Existence of Plans and Awards\nThe existence of the Plan and the Awards\ngranted hereunder shall not affect in any way the right or power of the Company, the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization,"} +{"idx": 53, "level": 3, "span": "(b)    Additional Issuances\nExcept as expressly provided herein, the issuance by the Company of shares of stock of\nany class, including upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with\nrespect to, the number of shares of Stock subject to Awards theretofore granted or the purchase price per share of Stock, if applicable."} +{"idx": 53, "level": 3, "span": "(c)    Subdivision or Consolidation of Shares\nThe terms of an Award and the share limitations under the Plan shall\nbe subject to adjustment by the Committee from time to time, in accordance with the following provisions:"} +{"idx": 53, "level": 4, "span": "(i)    If\nat any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Stock split, by the issuance of a distribution on Stock payable in Stock, or otherwise) the number of shares of Stock then outstanding into a\ngreater number of shares of Stock, then, as appropriate (A) the maximum number of shares of Stock available for delivery with respect to Awards and applicable limitations with respect to Awards provided in\nSection 4 and Section 5 (other than cash limits) shall be increased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the\nnumber of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award shall be increased proportionately, and (C) the price (including the Exercise Price or grant price) for each share of Stock\n(or other kind of shares or securities) subject to then outstanding Awards shall be reduced proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions."} +{"idx": 53, "level": 4, "span": "(ii)    If at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, by reverse\nStock split, or otherwise) the number of shares of Stock then outstanding into a lesser number of shares of Stock, then, as appropriate (A) the maximum number of shares of Stock available for delivery with respect to Awards and\napplicable limitations with respect to Awards provided in Section 4 and Section 5 (other than cash limits) shall be decreased proportionately, and the kind of shares or other securities available\nfor the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award shall be decreased proportionately, and (C) the price (including\nthe Exercise Price or grant price) for each share of Stock (or other kind of shares or securities) subject to then outstanding Awards shall be increased proportionately, without changing the aggregate purchase price or value as to which outstanding\nAwards remain exercisable or subject to restrictions."} +{"idx": 53, "level": 3, "span": "(d)    Recapitalization\nIn the event of any change in\nthe capital structure or business of the Company or other corporate transaction or event that would be considered an “equity restructuring” within the meaning of ASC Topic 718 and, in each case, that would result"} +{"idx": 53, "level": 3, "span": "(e)    Change in Control and Other Events\nExcept to the extent otherwise provided in any applicable Award\nAgreement, vesting of any Award shall not occur solely upon the occurrence of a Change in Control and, in the event of a Change in Control or other changes in the Company or the outstanding Stock by reason of a recapitalization, reorganization,\nmerger, consolidation, combination, exchange or other relevant change occurring after the date of the grant of any Award, the Committee, acting in its sole discretion without the consent or approval of any holder, may exercise any power enumerated\nin Section 3 and may also effect one or more of the following alternatives, which may vary among individual holders and which may vary among Awards held by any individual holder:"} +{"idx": 53, "level": 4, "span": "(i) accelerate the time of exercisability of an Award so that such Award may be exercised in full or in part for a limited period of time on or\nbefore a date specified by the Committee, after which specified date all unexercised Awards and all rights of holders thereunder shall terminate;"} +{"idx": 53, "level": 4, "span": "(ii) provide for a cash payment with respect to outstanding Awards by requiring the mandatory surrender to the Company by selected holders of\nsome or all of the outstanding Awards held by such holders (irrespective of whether such Awards are then vested or exercisable) as of a date, specified by the Committee, in which event the Committee shall thereupon cancel such Awards and the Company\nshall pay to each holder an amount of cash or other consideration per Award (other than a Dividend Equivalent or Cash Award, which the Committee may separately require to be surrendered in exchange for cash or other consideration determined by the\nCommittee in its discretion) equal to the Change in Control Price, less the Exercise Price with respect to an Option and less the grant price with respect to a SAR, as applicable to such Awards; provided, however, that to the extent\nthe Exercise Price of an Option or the grant price of an SAR exceeds the Change in Control Price, such Award may be cancelled for no consideration;"} +{"idx": 53, "level": 4, "span": "(iii) cancel Awards that remain subject to a restricted period as of the date of a Change in Control or other such event without payment of any\nconsideration to the Participant for such Awards; or"} +{"idx": 53, "level": 4, "span": "(iv) make such adjustments to Awards then outstanding as the Committee deems appropriate to\nreflect such Change in Control or other such event (including the substitution, assumption, or continuation of Awards by the successor company or a parent or subsidiary thereof);"} +{"idx": 53, "level": 2, "span": "1.    Purpose\nThe purpose of the Rosehill Resources Inc. Long-Term Incentive Plan (the\n“Plan”) is to provide a means through which (a) Rosehill Resources Inc., a Delaware corporation (the “Company”), and its Affiliates may attract, retain and motivate qualified persons to serve as\nemployees, directors and consultants, thereby enhancing the profitable growth of the Company and its Affiliates and (b) persons upon whom the responsibilities of the successful administration and management of the Company and its Affiliates\nrest, and whose present and potential contributions to the Company and its Affiliates are of importance, can acquire and maintain stock ownership or other awards tied to the performance of the Company, thereby strengthening their concern for the\nCompany and its Affiliates. Accordingly, the Plan provides for the grant of Options, SARs, Restricted Stock, Restricted Stock Units, Stock Awards, Dividend Equivalents, Other Stock-Based Awards, Cash Awards, Substitute Awards, Performance Awards, or\nany combination of the foregoing, as determined by the Committee in its sole discretion."} +{"idx": 53, "level": 2, "span": "2.    Definitions\nFor purposes of the Plan, the following terms shall be defined as set forth below:"} +{"idx": 53, "level": 3, "span": "(a)    “Affiliate” means any corporation, partnership, limited liability company, limited\nliability partnership, association, trust or other organization that, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with\ncorrelative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50%\nof the securities having ordinary voting power for the election of directors of the controlled entity or organization or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether\nthrough the ownership of voting securities, by contract, or otherwise."} +{"idx": 53, "level": 3, "span": "(b)    “ASC Topic 718” means Financial Accounting Standards Board Accounting Standards\nCodification Topic 718, Compensation – Stock Compensation, as amended or any successor accounting standard."} +{"idx": 53, "level": 3, "span": "(c)    “Award” means any Option, SAR, Restricted Stock, Restricted Stock Unit, Stock Award,\nDividend Equivalent, Other Stock-Based Award, Cash Award, Substitute Award or Performance Award, together with any other right or interest, granted under the Plan."} +{"idx": 53, "level": 3, "span": "(d)    “Award Agreement” means a written or electronic agreement (including any employment,\nseverance or change in control agreement) or other instrument or document evidencing an Award, which agreement, instrument, or document may, but need not be, executed or acknowledged by a Participant."} +{"idx": 53, "level": 3, "span": "(e)    “Board” means the Board of Directors of the Company."} +{"idx": 53, "level": 3, "span": "(f)    “Cash Award” means an Award denominated in cash granted under Section 6(i)."} +{"idx": 53, "level": 3, "span": "(g)    “Change in Control” means, except as otherwise\nprovided in an Award Agreement, the occurrence of any of the following events after the Effective Date:"} +{"idx": 53, "level": 4, "span": "(i)    A\n“change in the ownership” of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5)(v), whereby any one person, or more than one person acting as a “group” (for\npurposes of this Section 2(g)(i), as such term is defined in Treasury Regulation § 1.409A-3(i)(5)(v)(B)), acquires ownership of stock in the Company that, together with stock held by such person or\ngroup, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company."} +{"idx": 53, "level": 4, "span": "(ii)    A “change in the effective control” of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vi), whereby either (A) any one person, or more than one person acting as a “group” (for purposes of this Section 2(g)(ii), as such term is defined in Treasury Regulation § 1.409A-3(i)(5)(vi)(D)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of\nthe Company possessing 30% or more of the total voting power of the stock of the Company; or (B) a majority of the members of the Board are replaced during any 12-month period by directors whose\nappointment or election is not endorsed by at least a majority of the members of the Board prior to the date of such appointment or election."} +{"idx": 53, "level": 4, "span": "(iii)    A “change in the ownership of a substantial portion” of the Company’s assets within the meaning\nof Treasury Regulation § 1.409A-3(i)(5)(vii), whereby any one person, or more than one person acting as a “group” (for purposes of this Section 2(g)(iii), as such term is defined in\nTreasury Regulation § 1.409A-3(i)(5)(vii)(C)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person\nor persons) assets of the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company immediately prior to such acquisition or acquisitions."} +{"idx": 53, "level": 3, "span": "(h)    “Change in Control\nPrice” means the amount determined in the following clause (i), (ii), (iii), (iv) or (v), whichever the Committee determines is applicable, as follows: (i) the price per share offered to holders of Stock in any merger or\nconsolidation, (ii) the per share fair market value of the Stock immediately before the Change in Control or other event without regard to assets sold in the Change in Control or other event and assuming the Company has received the\nconsideration paid for the assets in the case of a sale of the assets, (iii) the"} +{"idx": 53, "level": 4, "span": "(i)    “Code” means the Internal Revenue Code of 1986, as amended from time to time, including the\nguidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto."} +{"idx": 53, "level": 3, "span": "(j)    “Committee” means a committee of two or more directors designated by the Board to\nadminister the Plan; provided, however, that, unless otherwise determined by the Board, the Committee shall consist solely of two or more Qualified Members."} +{"idx": 53, "level": 3, "span": "(k)    “Covered Employee” means an Eligible Person who is (i) a “covered employee”\nwithin the meaning of Section 162(m) or (ii) designated by the Committee, at the time of grant of a Performance Award or at any subsequent time, as reasonably expected to be a “covered employee” with respect to the taxable year of the\nCompany in which any applicable Award will be paid."} +{"idx": 53, "level": 3, "span": "(l)    “Dividend Equivalent” means a\nright, granted to an Eligible Person under Section 6(g), to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments."} +{"idx": 53, "level": 3, "span": "(m)    “Effective Date” means the date on which the Plan is adopted by the Board."} +{"idx": 53, "level": 3, "span": "(n)    “Eligible Person” means any individual who, as of the date of grant of an Award (other than\na Substitute Award), is an officer or employee of the Company or of any of its Affiliates, and any other person who provides services to the Company or any of its Affiliates, including directors of the Company; provided; however, that\nany such individual must be an “employee” of the Company or any of its parents or subsidiaries within the meaning of General Instruction A.1(a) to Form S-8 if such individual is granted an Award that\nmay be settled in Stock. An employee on leave of absence may be an Eligible Person."} +{"idx": 53, "level": 3, "span": "(o)    “Exchange\nAct” means the Securities Exchange Act of 1934, as amended from time to time, including the guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto."} +{"idx": 53, "level": 3, "span": "(p)    “Fair Market Value” of a share of Stock means, as of any specified date, (i) if the\nStock is listed on a national securities exchange, the closing sales price of the Stock, as reported on the stock exchange composite tape on the preceding date (or if no sales occur on"} +{"idx": 53, "level": 3, "span": "(q)    “ISO” means an Option intended to be and designated as an “incentive stock\noption” within the meaning of Section 422 of the Code."} +{"idx": 53, "level": 3, "span": "(r)    “Nonqualified Deferred\nCompensation Rules” means the limitations or requirements of Section 409A of the Code, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations\nthereto."} +{"idx": 53, "level": 3, "span": "(s)    “Nonstatutory Option” means an Option that is not intended to be an ISO."} +{"idx": 53, "level": 3, "span": "(t)    “Option” means an option granted to an Eligible Person under Section 6(b) to\npurchase Stock that may either be an ISO or a Nonstatutory Stock Option."} +{"idx": 53, "level": 3, "span": "(u)    “Other Stock-Based\nAward” means an Award granted to an Eligible Person under Section 6(h)."} +{"idx": 53, "level": 4, "span": "(v)    “Participant” means a person who has been granted an Award under the Plan that remains\noutstanding, including a person who is no longer an Eligible Person."} +{"idx": 53, "level": 3, "span": "(w)    “Performance\nAward” means an award granted to an Eligible Person under Section 6(k), the grant, vesting, exercisability and/or settlement of which (and/or the timing or amount thereof) is subject to the achievement of one or more performance\ngoals specified by the Committee."} +{"idx": 53, "level": 4, "span": "(x)    “Qualified Member” means a member of the Board who\nis (i) a “non-employee director” within the meaning of Rule 16b-3, (ii) an “outside director” within the meaning of Section 162(m), and (iii)\n“independent” under the listing standards or rules of the securities exchange upon which the Stock is traded, but only to the extent such independence is required in order to take the action at issue pursuant to such standards or rules."} +{"idx": 53, "level": 3, "span": "(y)    “Restricted Stock” means Stock granted to an Eligible Person under Section 6(d)\nthat is subject to certain restrictions and to a risk of forfeiture."} +{"idx": 53, "level": 3, "span": "(z)    “Restricted Stock Unit” means a right, granted\nto an Eligible Person under Section 6(e), to receive Stock, cash or a combination thereof at the end of a specified period (which may or may not be coterminous with the vesting schedule of the Award)."} +{"idx": 53, "level": 4, "span": "(ii)    “Substitute Award” means an Award granted under Section\n6(j)."} +{"idx": 53, "level": 2, "span": "3.    Administration."} +{"idx": 53, "level": 3, "span": "(a)    Authority of the Committee\nThe Plan shall be administered by the Committee except to the extent the Board\nelects to administer the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule\n16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to:"} +{"idx": 53, "level": 4, "span": "(i) designate Eligible Persons as Participants;"} +{"idx": 53, "level": 4, "span": "(ii) determine the type or types of Awards to be granted to an Eligible Person;"} +{"idx": 53, "level": 4, "span": "(iii) determine the number of shares of Stock or amount of cash to be covered by Awards;"} +{"idx": 53, "level": 4, "span": "(iv) determine the terms and conditions of any Award, including whether, to what extent and under\nwhat circumstances Awards may be vested, settled, exercised, cancelled or forfeited (including, conditions based on continued employment or the achievement of one or more performance goals);"} +{"idx": 53, "level": 4, "span": "(v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of\nforfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award;"} +{"idx": 53, "level": 4, "span": "(vi) determine the treatment of an Award upon a termination of employment or service relationship;"} +{"idx": 53, "level": 4, "span": "(vii) impose a holding period with respect to an Award or the shares of Stock received in connection with an Award;"} +{"idx": 53, "level": 4, "span": "(viii) interpret and administer the Plan and any Award Agreement;"} +{"idx": 53, "level": 4, "span": "(ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement; and"} +{"idx": 53, "level": 4, "span": "(x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan."} +{"idx": 53, "level": 3, "span": "(b)    Exercise of Committee\nAuthority. At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to (i) an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange Act\nin respect of the Company where such action is not taken by the full Board, or (ii) a Section 162(m) Award, may be taken either (A) by a subcommittee, designated by the Committee, composed solely of two or more Qualified Members, or\n(B) by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself from such action; provided, however, that upon such abstention or recusal, the Committee remains composed\nsolely of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal of such non-Qualified Member(s), shall be the action of the Committee\nfor purposes of the Plan. For the avoidance of doubt, the full Board may take any action relating to an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange Act in respect of the Company, so\nlong as such Award is not a Section 162(m) Award."} +{"idx": 53, "level": 3, "span": "(c)    Delegation of Authority\nThe Committee may delegate\nany or all of its powers and duties under the Plan to a subcommittee of directors or to any officer of the"} +{"idx": 53, "level": 3, "span": "(d)    Limitation of Liability\nThe Committee and each member thereof shall be entitled to, in good faith, rely or\nact upon any report or other information furnished to him or her by any officer or employee of the Company or any of its Affiliates, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the\nadministration of the Plan. Members of the Committee and any officer or employee of the Company or any of its Affiliates acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or\nmade in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination."} +{"idx": 53, "level": 3, "span": "(e)    Participants in Non-U.S\nJurisdictions. Notwithstanding any\nprovision of the Plan to the contrary, to comply with applicable laws in countries other than the United States in which the Company or any of its Affiliates operates or has employees, directors or other service providers from time to time, or to\nensure that the Company complies with any applicable requirements of foreign securities exchanges, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which of the Company’s Affiliates shall be\ncovered by the Plan; (ii) determine which Eligible Persons outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to Eligible Persons outside the United States to\ncomply with applicable foreign laws or listing requirements of any foreign exchange; (iv) establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may\nbe necessary or advisable (any such sub-plans and/or modifications shall be attached to the Plan as appendices), provided, however, that no such sub-plans\nand/or modifications shall increase the share limitations contained in Section 4(a); and (v) take any action, before or after an Award is granted, that it deems advisable to comply with any applicable governmental regulatory exemptions\nor approval or listing requirements of any such foreign securities exchange. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall be references to the laws, rules, regulations and taxes of any applicable\njurisdiction other than the United States or a political subdivision thereof."} +{"idx": 53, "level": 2, "span": "4.    Stock Subject to Plan."} +{"idx": 53, "level": 3, "span": "(a)    Number of Shares Available for Delivery\nSubject to adjustment in a manner consistent with\nSection 8, 7,500,000 shares of Stock are reserved and available for delivery with respect to Awards, and such total shall be available for the issuance of shares upon the exercise of ISOs."} +{"idx": 53, "level": 3, "span": "(b)    Application of Limitation to Grants of Awards\nSubject to Section 4(c), no Award\nmay be granted if the number of shares of Stock that may be delivered in connection with such Award exceeds the number of shares of Stock remaining available under the Plan minus the number of shares of Stock issuable in settlement of or relating to\nthen-outstanding Awards. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or Substitute Awards) and make adjustments if the number of shares of Stock\nactually delivered differs from the number of shares previously counted in connection with an Award."} +{"idx": 53, "level": 3, "span": "(c)    Availability of Shares Not Delivered Under Awards\nIf all or any portion of an Award expires or is\ncancelled, forfeited, exchanged, settled in cash or otherwise terminated, the shares of Stock subject to such Award shall, to the extent of any such cancellation (including (i) shares forfeited with respect to Restricted Stock, and\n(ii) the number of shares withheld or surrendered to the Company in payment of any exercise or purchase price of an Award or taxes relating to Awards) shall not be considered “delivered shares” under the Plan, shall be available for\ndelivery with respect to Awards, and shall no longer be considered issuable or related to outstanding Awards for purposes of Section 4(b), except that if any such shares could not again be available for Awards granted to a\nparticular Participant under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject to such limitation. If an Award may be settled only in cash, such Award need not be counted\nagainst any share limit under this Section 4, but will remain subject to the limitations in Section 5 to the extent required to preserve the status of any Award intended to be a Section 162(m)\nAward."} +{"idx": 53, "level": 3, "span": "(d)    Stock Offered\nThe shares of Stock to be delivered under the Plan shall be made available from\n(i) authorized but unissued shares of Stock, (ii) Stock held in the treasury of the Company, or (iii) previously issued shares of Stock reacquired by the Company, including shares purchased on the open market."} +{"idx": 53, "level": 2, "span": "5.    Eligibility; Per Person Award Limitations."} +{"idx": 53, "level": 3, "span": "(a)    Awards may be granted under the Plan only to Eligible Persons."} +{"idx": 53, "level": 3, "span": "(b)    In each calendar year during any part of which the Plan is in effect, a Covered Employee may not be granted Awards\nintended to be Section 162(m) Awards (i) to the extent such Award is based on a number of shares of Stock (including Awards that may be settled in either cash or shares of Stock) relating to more than 500,000 shares of Stock, subject to\nadjustment in a manner consistent with any adjustment made pursuant to Section 8, and (ii) to the extent such Award is designated to be paid only in cash and is not based on a number of shares of Stock, having a value\ndetermined on the date of grant in excess of $10,000,000. If an Award is cancelled, then the cancelled Award shall continue to be counted toward the applicable limitation in this paragraph to the extent required by Section 162(m)."} +{"idx": 53, "level": 3, "span": "(c)    Notwithstanding any provisions to the contrary in the Plan, in any\nother incentive compensation plan of the Company or any of its Affiliates, or any other compensatory policy or program of the Company applicable to its non-employee members of the Board, for any individual, non-employee member of the Board for any single calendar year, the sum of (i) the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of\nall awards granted under the Plan or otherwise (other than with respect to compensation described in clause (ii) of this sentence) to such non-employee member of the Board during such calendar year, and\n(ii) the aggregate cash value of such non-employee member of the Board’s retainer, meeting attendance fees, committee assignment fees, lead director retainer, committee chair and member retainers and\nother Board fees related to service on the Board or committee(s) of the Board that are initially denominated as a cash amount or any property other than Stock (whether paid currently or on a deferred basis or in cash or other property (including\nshares of Stock)) for such calendar year shall not exceed $750,000; provided, however, that the limitation described in this sentence shall be determined without regard to grants of Awards and compensation, if any, paid to a non-employee member of the Board during any period in which such individual was an employee of the Company or of any of its Affiliates or was otherwise providing services to the Company or to any of its Affiliates\nother than in the capacity as a director of the Company."} +{"idx": 53, "level": 2, "span": "6.    Specific Terms of Awards."} +{"idx": 53, "level": 3, "span": "(a)    General\nAwards may be granted on the terms and conditions set forth in this\nSection 6. Awards granted under the Plan may, in the discretion of the Committee, be granted either alone, in addition to, or in tandem with any other Award. In addition, the Committee may impose on any Award or the\nexercise thereof, at the date of grant or thereafter (subject to Section 10), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine."} +{"idx": 53, "level": 3, "span": "(b)    Options\nThe Committee is authorized to grant Options, which may be designated as either ISOs or\nNonstatutory Options, to Eligible Persons on the following terms and conditions:"} +{"idx": 53, "level": 4, "span": "(i)    Exercise Price\nEach\nAward Agreement evidencing an Option shall state the exercise price per share of Stock (the “Exercise Price”) established by the Committee; provided, however, that except as provided in Section 6(j) or in\nSection 8, the Exercise Price of an Option shall not be less than the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value per share of the Stock as of the date of grant of the\nOption (or in the case of an ISO granted to an individual who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or any of its subsidiaries, 110% of the Fair Market Value per\nshare of the Stock on the date of grant). Notwithstanding the foregoing, the Exercise Price of a Nonstatutory Option may be less than 100% of the Fair Market Value per share of Stock as of the date of grant of the Option if the Option (1) does\nnot provide for a deferral of compensation by reason of satisfying the short-term deferral exception set forth in the Nonqualified Deferred Compensation Rules or (2) provides for a deferral of compensation and is compliant with the Nonqualified\nDeferred Compensation Rules."} +{"idx": 53, "level": 4, "span": "(ii)    Time and Method of Exercise; Other Terms\nThe Committee shall\ndetermine the methods by which the Exercise Price may be paid or deemed to be paid, the form of such payment, including cash or cash equivalents, Stock (including previously owned shares or through a cashless exercise, i.e., “net\nsettlement”, a broker-assisted exercise, or other reduction of the amount of shares otherwise issuable pursuant to the Option), other Awards or awards granted under other plans of the Company or any Affiliate, other property, or any other legal\nconsideration the Committee deems appropriate (including notes or other contractual obligations of Participants to make payment on a deferred basis), the methods by or forms in which Stock will be delivered or deemed to be delivered to Participants,\nincluding the delivery of Restricted Stock subject to Section 6(d), and any other terms and conditions of any Option. In the case of an exercise whereby the Exercise Price is paid with Stock, such Stock shall be valued based on the\nStock’s Fair Market Value as of the date of exercise. No Option may be exercisable for a period of more than ten years following the date of grant of the Option (or in the case of an ISO granted to an individual who owns stock possessing more\nthan 10% of the total combined voting power of all classes of stock of the Company or its parent or any of its subsidiaries, for a period of more than five years following the date of grant of the ISO)."} +{"idx": 53, "level": 4, "span": "(iii)    ISOs\nThe terms of any ISO granted under the Plan shall comply in all respects with the provisions of\nSection 422 of the Code. ISOs may only be granted to Eligible Persons who are employees of the Company or employees of a parent or any subsidiary corporation of the Company. Except as otherwise provided in Section 8,\nno term of the Plan relating to ISOs (including any SAR in tandem therewith) shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any ISO under\nSection 422 of the Code, unless the Participant has first requested the change that will result in such disqualification. ISOs shall not be granted more than ten years after the earlier of the adoption of the Plan or the approval of the Plan by\nthe Company’s stockholders. Notwithstanding the foregoing, to the extent that the aggregate Fair Market Value of shares of Stock subject to an ISO and the aggregate Fair Market Value of shares of stock of any parent or subsidiary corporation\n(within the meaning of Sections 424(e) and (f) of the Code) subject to any other incentive stock options of the Company or a parent or subsidiary corporation (within the meaning of Sections 424(e) and (f) of the Code) that are exercisable\nfor the first time by a Participant during any calendar year exceeds $100,000, or such other amount as may be prescribed under Section 422 of the Code, such excess shall be treated as Nonstatutory Options in accordance with the Code. As used in\nthe previous sentence, Fair Market Value shall be determined as of the date the ISO is granted. If a Participant shall make any disposition of shares of Stock issued pursuant to an ISO under the circumstances described in Section 421(b) of the code\n(relating to disqualifying dispositions), the Participant shall notify the Company of such disposition as required in the applicable Award Agreement."} +{"idx": 53, "level": 3, "span": "(c)    SARs\nThe Committee is authorized to grant SARs to Eligible Persons on the following terms and conditions:"} +{"idx": 53, "level": 4, "span": "(i)    Right to Payment\nAn SAR is a right to receive, upon exercise thereof, the excess of (A) the Fair\nMarket Value of one share of Stock on the date of exercise over (B) the grant price of the SAR as determined by the Committee."} +{"idx": 53, "level": 4, "span": "(ii)    Grant Price\nEach Award Agreement evidencing an SAR shall\nstate the grant price per share of Stock established by the Committee; provided, however, that except as provided in Section 6(j) or in Section 8, the grant price per share of Stock subject to an SAR\nshall not be less than the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value per share of the Stock as of the date of grant of the SAR. Notwithstanding the foregoing, the grant price of an SAR may be less\nthan 100% of the Fair Market Value per share of Stock subject to an SAR as of the date of grant of the SAR if the SAR (1) does not provide for a deferral of compensation by reason of satisfying the short-term deferral exception set forth in the\nNonqualified Deferred Compensation Rules or (2) provides for a deferral of compensation and is compliant with the Nonqualified Deferred Compensation Rules."} +{"idx": 53, "level": 4, "span": "(iii)    Method of Exercise and Settlement; Other Terms\nThe Committee shall determine the form of consideration\npayable upon settlement, the method by or forms in which Stock (if any) will be delivered or deemed to be delivered to Participants, and any other terms and conditions of any SAR. SARs may be either free-standing or granted in tandem with other\nAwards. No SAR may be exercisable for a period of more than ten years following the date of grant of the SAR."} +{"idx": 53, "level": 4, "span": "(iv)    Rights Related to Options\nAn SAR granted in connection with an Option shall entitle a Participant, upon\nexercise, to surrender that Option or any portion thereof, to the extent unexercised, and to receive payment of an amount determined by multiplying (A) the difference obtained by subtracting the Exercise Price with respect to a share of Stock\nspecified in the related Option from the Fair Market Value of a share of Stock on the date of exercise of the SAR, by (B) the number of shares as to which that SAR has been exercised. The Option shall then cease to be exercisable to the extent\nsurrendered. SARs granted in connection with an Option shall be subject to the terms and conditions of the Award Agreement governing the Option, which shall provide that the SAR is exercisable only at such time or times and only to the extent that\nthe related Option is exercisable and shall not be transferable except to the extent that the related Option is transferrable."} +{"idx": 53, "level": 3, "span": "(d)    Restricted Stock\nThe Committee is authorized to grant Restricted Stock to Eligible Persons on the following\nterms and conditions:"} +{"idx": 53, "level": 4, "span": "(i)    Restrictions\nRestricted Stock shall be subject to such restrictions on\ntransferability, risk of forfeiture and other restrictions, if any, as the Committee may impose. Except as provided in Section 7(a)(iii) and Section 7(a)(iv), during the restricted period applicable to the Restricted Stock, the\nRestricted Stock may not be sold, transferred, pledged, hedged, hypothecated, margined or otherwise encumbered by the Participant."} +{"idx": 53, "level": 4, "span": "(ii)    Dividends and Splits\nAs a condition to the grant of an Award of Restricted Stock, the Committee may allow\na Participant to elect, or may require, that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock, applied to the purchase of additional Awards or deferred without interest to\nthe date of vesting of the associated Award of Restricted Stock. Unless otherwise determined by the Committee and specified in the applicable Award Agreement, Stock distributed in connection with a Stock split or Stock dividend, and other property\n(other than cash) distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed."} +{"idx": 53, "level": 3, "span": "(e)    Restricted Stock Units\nThe Committee is authorized to grant\nRestricted Stock Units to Eligible Persons on the following terms and conditions:"} +{"idx": 53, "level": 4, "span": "(i)    Restrictions\nRestricted Stock Units shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose."} +{"idx": 53, "level": 4, "span": "(ii)    Settlement\nSettlement of vested Restricted Stock Units shall occur upon vesting or upon expiration of the\ndeferral period specified for such Restricted Stock Units by the Committee (or, if permitted by the Committee, as elected by the Participant). Restricted Stock Units shall be settled by delivery of (A) a number of shares of Stock equal to the\nnumber of Restricted Stock Units for which settlement is due, or (B) cash in an amount equal to the Fair Market Value of the specified number of shares of Stock equal to the number of Restricted Stock Units for which settlement is due, or a\ncombination thereof, as determined by the Committee at the date of grant or thereafter."} +{"idx": 53, "level": 3, "span": "(f)    Stock Awards\nThe Committee is authorized to grant Stock Awards to Eligible Persons as a bonus, as additional compensation, or in lieu of cash compensation any such Eligible Person is otherwise entitled to receive, in such amounts and subject to such other terms\nas the Committee in its discretion determines to be appropriate."} +{"idx": 53, "level": 3, "span": "(g)    Dividend Equivalents\nThe Committee is\nauthorized to grant Dividend Equivalents to Eligible Persons, entitling any such Eligible Person to receive cash, Stock, other Awards, or other property equal in value to dividends or other distributions paid with respect to a specified number of\nshares of Stock. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award (other than an Award of Restricted Stock or a Stock Award). The Committee may provide that Dividend Equivalents shall be paid or\ndistributed when accrued or at a later specified date and, if distributed at a later date, may be deemed to have been reinvested in additional Stock, Awards, or other investment vehicles or accrued in a bookkeeping account without interest, and\nsubject to such restrictions on transferability and risks of forfeiture, as the Committee may specify. With respect to Dividend Equivalents granted in connection with another Award, absent a contrary provision in the Award Agreement, such Dividend\nEquivalents shall be subject to the same restrictions and risk of forfeiture as the Award with respect to which the dividends accrue and shall not be paid unless and until such Award has vested and been earned."} +{"idx": 53, "level": 3, "span": "(h)    Other Stock-Based Awards\nThe Committee is authorized, subject to limitations under applicable law, to grant\nto Eligible Persons such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, as deemed by the Committee to be consistent with the purposes of the Plan,\nincluding convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance of the Company or any other factors designated by the\nCommittee, and Awards valued by reference to the book value of Stock or the value of securities of, or the performance of, specified Affiliates of the Company. The Committee shall determine the terms and"} +{"idx": 53, "level": 4, "span": "(i)    Cash Awards\nThe Committee is authorized to grant Cash Awards, on a free-standing basis or as an element of,\na supplement to, or in lieu of any other Award under the Plan to Eligible Persons in such amounts and subject to such other terms as the Committee in its discretion determines to be appropriate."} +{"idx": 53, "level": 3, "span": "(j)    Substitute Awards; No Repricing\nAwards may be granted in substitution or exchange for any other Award\ngranted under the Plan or under another plan of the Company or an Affiliate or any other right of a person to receive payment from the Company or an Affiliate. Awards may also be granted under the Plan in substitution for awards held by individuals\nwho become Eligible Persons as a result of a merger, consolidation or acquisition of another entity or the assets of another entity by or with the Company or an Affiliate. Such Substitute Awards referred to in the immediately preceding sentence that\nare Options or SARs may have an exercise price that is less than the Fair Market Value of a share of Stock on the date of the substitution if such substitution complies with the Nonqualified Deferred Compensation Rules and other applicable laws and\nexchange rules. Except as provided in this Section 6(j) or in Section 8, without the approval of the stockholders of the Company, the terms of outstanding Awards may not be amended to (i) reduce the Exercise\nPrice or grant price of an outstanding Option or SAR, (ii) grant a new Option, SAR or other Award in substitution for, or upon the cancellation of, any previously granted Option or SAR that has the effect of reducing the Exercise Price or grant\nprice thereof, (iii) exchange any Option or SAR for Stock, cash or other consideration when the Exercise Price or grant price per share of Stock under such Option or SAR exceeds the Fair Market Value of a share of Stock or (iv) take any\nother action that would be considered a “repricing” of an Option or SAR under the applicable listing standards of the national securities exchange on which the Stock is listed (if any)."} +{"idx": 53, "level": 3, "span": "(k)    Performance Awards\nThe Committee is authorized to designate any of the Awards granted under the foregoing\nprovisions of this Section 6 as Performance Awards. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance goals applicable to a Performance\nAward, and may exercise its discretion to reduce or increase the amounts payable under any Performance Award, except as limited under Section 6(k)(i). Performance goals may differ for Performance Awards granted to any one\nParticipant or to different Participants. The performance period applicable to any Performance Award shall be set by the Committee in its discretion but shall not exceed ten years."} +{"idx": 53, "level": 4, "span": "(i)    Section 162(m) Awards\nIf the Committee determines in its discretion that a Performance Award granted to a\nCovered Employee shall be designated as a Section 162(m) Award, the grant, exercise, vesting and/or settlement of such Performance Award shall be contingent upon achievement of a pre-established performance\ngoal or goals and other terms set forth in this Section 6(k)(i); provided, however, that nothing in this Section 6(k) or elsewhere in the Plan shall be interpreted as preventing the Committee from granting Performance\nAwards or other Awards to Covered Employees that are not intended to constitute Section 162(m) Awards or from determining that it is no longer necessary or appropriate for a Section 162(m) Award to qualify as such."} diff --git a/data/auto_parse/level_freeze/frozen/idx_54.jsonl b/data/auto_parse/level_freeze/frozen/idx_54.jsonl new file mode 100644 index 0000000..3609e83 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_54.jsonl @@ -0,0 +1,7 @@ +{"idx": 54, "level": 1, "span": "HOSTESS BRANDS, INC."} +{"idx": 54, "level": 0, "span": "RESTRICTED STOCK AWARD AGREEMENT"} +{"idx": 54, "level": 1, "span": "Cover Sheet"} +{"idx": 54, "level": 1, "span": "HOSTESS BRANDS, INC.\nBy:________________________\nName:\nTitle:"} +{"idx": 54, "level": 1, "span": "HOSTESS BRANDS, INC."} +{"idx": 54, "level": 1, "span": "By signing the Cover Sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan and evidence your acceptance of the powers of the Committee of the Board of Directors of the Company that administers the Plan."} +{"idx": 54, "level": 3, "span": "STOCK POWER\nFOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Hostess Brands, Inc. (the “Company”), _________________ shares of common stock, $0.0001 par value per share, of the Company, registered in the name of the undersigned on the books and records of the Company, and does hereby irrevocably constitute and appoint _________________, attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.\nSigned\n`    Date"} diff --git a/data/auto_parse/level_freeze/frozen/idx_55.jsonl b/data/auto_parse/level_freeze/frozen/idx_55.jsonl new file mode 100644 index 0000000..1f34f81 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_55.jsonl @@ -0,0 +1,75 @@ +{"idx": 55, "level": 1, "span": "2017 AFI PSU Tier II - STOCK | EBITDA"} +{"idx": 55, "level": 1, "span": "(With Australian Addendum)"} +{"idx": 55, "level": 1, "span": "ARMSTRONG FLOORING, INC.\n2500 Columbia Ave., P.O. Box 3025\nLancaster, PA 17604\n717.672.9611"} +{"idx": 55, "level": 1, "span": "EXHIBIT B"} +{"idx": 55, "level": 2, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 55, "level": 2, "span": "2016 LONG-TERM INCENTIVE PLAN"} +{"idx": 55, "level": 2, "span": "PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT"} +{"idx": 55, "level": 0, "span": "TERMS AND CONDITIONS\n1.Grant.\n(a)    Subject to the terms set forth below, Armstrong Flooring, Inc. (the “Company”) has granted to the designated employee (the “Grantee”) two target awards (the “Target Award”) of performance-based restricted stock units (the “Performance Units”) as specified in the 2017 Long-Term Performance Restricted Stock Unit Grant Letters to which these Grant Conditions relate (the “Grant Letters”). The “Date of Grant” is March 7, 2017. The Performance Units are Stock Units with respect to common stock of the Company (“Company Stock”).\n(b)    The Performance Units shall be earned, vested and payable if and to the extent that the Cumulative Free Cash Flow and Cumulative EBITDA performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met. The “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019.\n(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters. This grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan.\n2.    Performance Goals; Vesting.\n(a)    The Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through December 31, 2019 (the “Vesting Date”). The Performance Units shall be earned based on attainment of the Performance Goals and shall vest based on the Grantee’s continued employment through the Vesting Date, or as otherwise provided below.\n(b)    After the end of the Performance Period, the Management Development and Compensation Committee (the “Committee”) will determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units. The Grantee can earn up to 200% of the Target Award based on attainment of the Performance Goals, as set forth in the Grant Letters. Earned and vested Performance Units shall be payable as described in Section 5.\n(c)    If a Change in Control occurs, the amount earned with respect to the Performance Units shall be determined as of the date of the Change in Control as described in the Grant\nLetters. The earned Performance Units shall continue to vest based on the Grantee’s continued employment through the Vesting Date, except as otherwise provided herein. Earned and vested Performance Units shall be payable as described in Section 5. Notwithstanding the foregoing, if the Performance Units are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Units shall vest as of the date of the Change in Control, and such earned and vested Performance Units shall be paid as of the date of the Change in Control if the Change in Control is a 409A CIC (as defined below) and if permitted by the plan termination provisions of the regulations under section 409A of the Code. If payment at the date of the Change in Control is not permitted under section 409A, the earned and vested Performance Units shall be payable as described in Section 5.\n(d)    Except as described below, no Performance Units shall be earned prior to the Committee’s determination of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Units shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination.\n3.    Termination of Employment.\n(a)    General Rule. Except as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Units shall be forfeited as of the termination date and shall cease to be outstanding.\n(b)    “55 / 5” Rule Termination. If, after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of a “55 / 5” Rule Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period; provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(c)    Involuntary Termination before a Change in Control. If, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period, provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a\nfraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(d)    Death or Long-Term Disability Before a Change in Control. If, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(e)    Involuntary Termination, Death and Disability on or after a Change in Control. If the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Units earned as of the Change in Control date as described in the Grant Letters. If the Grantee has a Change in Control Severance Agreement with the Company (“Change in Control Agreement”), on and after a Change in Control, the term “Involuntary Termination” shall have the meaning given a termination by the Company without Cause as defined in the Change in Control Agreement, and shall include without limitation a termination for Good Reason as defined in the Change in Control Agreement. The Grantee agrees that, subject to the immediately preceding sentence, if and to the extent that these Grant Conditions conflict with the terms of the Change in Control Agreement or any employment agreement between the Company and the Grantee, these Grant Conditions shall supersede the provisions of the Change in Control Agreement and employment agreement applicable to vesting of performance units on and after a Change in Control, notwithstanding anything in the Change in Control Agreement or employment agreement to the contrary.\n(f)    Coordination of Provisions. If the Grantee terminates employment in a termination that is both a “‘55 / 5’ Rule Termination” and an Involuntary Termination, the termination shall be treated as an Involuntary Termination for purposes of the Grant Condition and Grant Letters.\n4.    Definitions. For purposes of these Grant Conditions and the Grant Letters:\n(a)    “‘55 / 5’ Rule Termination” shall mean the Grantee’s termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer.\n(b)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer.\n(c)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause.\n(d)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan.\n5.    Payment.\n(a)    Except as provided below, after the end of the Performance Period, if the Committee certifies that the Performance Goals and other conditions to payment of the Performance Units have been met, the Company shall issue shares of Company Stock to the Grantee equal to the number of earned and vested Performance Units, subject to applicable withholding for Taxes (as defined below) and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan. Payment of earned and vested Performance Units shall be made between April 1, 2020 and April 30, 2020, except as provided below. All unpaid Performance Units shall be forfeited in the event of termination for Cause.\n(b)    If the Grantee’s employment terminates for any reason other than Cause upon or within two years after a Change in Control that meets the requirements of a 409A CIC, the Grantee’s unpaid earned and vested Performance Units (if any) shall be paid within 60 days after the termination date, subject to compliance with section 409A of the Code, if applicable, and as described in Section 20(h) of the Plan. The Company shall issue shares of Company Stock to the Grantee equal to the number of the earned and vested Performance Units, subject to applicable withholding for Taxes. If a Change in Control does not meet the requirements of a 409A CIC, the Grantee’s earned and vested Performance Units (if any) shall be paid at the date described in subsection (a).\n(c)    Any fractional shares will be rounded up to the nearest whole share, but not exceeding 200% of the Target Award.\n6.    Dividend Equivalents. Dividend Equivalents shall accrue with respect to Performance Units and shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Units to which they relate. Dividend Equivalents shall be credited on the Performance Units when dividends are declared on shares of Company Stock from the Date of Grant until the payment date for the vested Performance Units. The Company will keep records of Dividend Equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Vested Dividend Equivalents shall be paid in cash at the same time and subject to the same terms as the underlying vested Performance Units.\nIf and to the extent that the underlying Performance Units are forfeited, all related Dividend Equivalents shall also be forfeited.\n7.    Delivery of Shares. The Company’s obligation to deliver shares upon the vesting of the Performance Units shall be subject to applicable laws, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate to comply with relevant securities laws and regulations.\n8.    No Stockholder Rights. No shares of Company Stock shall be issued to the Grantee on the Date of Grant, and the Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Performance Units.\n9.    No Right to Continued Employment. The grant of Performance Units shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time.\n10.    Incorporation of Plan by Reference. The Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Units constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Units shall be final and binding on the Grantee and any other person claiming an interest in the Performance Units.\n11.    Withholding Taxes.\n(a)    The Employer shall have the right, and the Grantee hereby authorizes the Employer, to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes, social insurance, payroll tax, contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the Performance Units (the “Taxes”). The Employer will withhold shares of Company Stock payable hereunder to satisfy the withholding obligation for Taxes on amounts payable in shares, unless the Grantee provides a payment to the Employer to cover such Taxes, in accordance with procedures established by the Committee. Unless the Committee determines otherwise, the share withholding amount shall not exceed the Grantee’s minimum applicable withholding amount for Taxes.\n(b)    Regardless of any action the Employer takes with respect to any such Taxes, the Grantee acknowledges that the ultimate liability for all such Taxes legally due by the Grantee is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Employer. The Grantee further acknowledges that the Employer (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Performance Units, including the grant, vesting or settlement of the Performance Units and the subsequent sale of any shares of Company Stock acquired at settlement and the receipt of any Dividend Equivalents; and (ii) does not commit to structure the terms of the grant or any aspect\nof the Performance Units to reduce or eliminate the Grantee’s liability for Taxes. Further, if the Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Grantee acknowledges that the Employer (or the Grantee’s former employer, as applicable) may be required to collect, withhold or account for Taxes in more than one jurisdiction.\n12.    Company Policies. All amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time.\n13.    Assignment. The Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Units, except to a successor grantee in the event of the Grantee’s death.\n14.    Section 409A. The Grant Letters and these Grant Conditions are intended to comply with section 409A of the Code or an exemption, consistent with Section 20(h) of the Plan, including the six-month delay for specified employees in accordance with the requirements of section 409A of the Code, if applicable. In furtherance of the foregoing, if the Performance Units or related Dividend Equivalents constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Units and related Dividend Equivalents shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder.\n15.    Successors. The provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event.\n16.    Governing Law. The validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle.\n17.    No Entitlement or Claims for Compensation. In connection with the acceptance of the grant of the Performance Units under the Grant Letters and these Grant Conditions, the Grantee acknowledges the following:\n(a)    the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time;\n(b)    the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past;\n(c)    all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee;\n(d)    the Grantee is voluntarily participating in the Plan;\n(e)    the Performance Units and any shares of Company Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee’s employer) and which are outside the scope of the Grantee’s employment contract, if any;\n(f)    the Performance Units and any shares of Company Stock acquired under the Plan are not to be considered part of the Grantee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;\n(g)    the Performance Units and the shares of Company Stock subject to the award are not intended to replace any pension rights or compensation;\n(h)    the grant of Performance Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer;\n(i)    the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty. If the Grantee vests in the Performance Units and receives shares of Company Stock, the value of the acquired shares may increase or decrease. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the Performance Units or the shares of Company Stock; and\n(j)    the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee’s cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee’s employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee’s ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units or any of the shares of Company Stock acquired thereunder as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is\nfound by a court of competent jurisdiction to have arisen, then the Grantee shall be deemed to have irrevocably waived the Grantee’s entitlement to pursue such rights or claim.\n18.    Data Privacy.\n(a)    The Grantee hereby explicitly, willingly and unambiguously consents to the collection, systematization, accumulation, storage, blocking, destruction, use, disclosure and transfer, in electronic or other form, of the Grantee’s personal data as described in these Grant Conditions by and among, as applicable, the Grantee’s employer, the Company or its subsidiaries or affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.\n(b)    The Grantee understands that the Grantee’s employer, the Company or its subsidiaries or affiliates, as applicable, hold certain personal information and sensitive personal information about the Grantee regarding the Grantee’s employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its subsidiaries or affiliates, details of all options, awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”).\n(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative. \n19.    Addendum. Notwithstanding any provisions in these Grant Conditions, the Performance Units shall be subject to any special terms and conditions set forth in any Addendum to this Agreement for the Grantee’s country. Moreover, if the Grantee relocates to one of the countries included in the Addendum, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary for legal or administrative reasons. The Addendum constitutes part of these Grant Conditions."} +{"idx": 55, "level": 4, "span": "* * *"} +{"idx": 55, "level": 4, "span": "(a)    Subject to the terms set forth below, Armstrong Flooring, Inc\n(the “Company”) has granted to the designated employee (the “Grantee”) two target awards (the “Target Award”) of performance-based restricted stock units (the “Performance Units”) as specified in the 2017 Long-Term Performance Restricted Stock Unit Grant Letters to which these Grant Conditions relate (the “Grant Letters”). The “Date of Grant” is March 7, 2017. The Performance Units are Stock Units with respect to common stock of the Company (“Company Stock”)."} +{"idx": 55, "level": 4, "span": "(b)    The Performance Units shall be earned, vested and payable if and to the extent that the Cumulative Free Cash Flow and Cumulative EBITDA performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met\nThe “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019."} +{"idx": 55, "level": 4, "span": "(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters\nThis grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan."} +{"idx": 55, "level": 3, "span": "2.    Performance Goals; Vesting."} +{"idx": 55, "level": 4, "span": "(a)    The Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through December 31, 2019 (the “Vesting Date”)\nThe Performance Units shall be earned based on attainment of the Performance Goals and shall vest based on the Grantee’s continued employment through the Vesting Date, or as otherwise provided below."} +{"idx": 55, "level": 4, "span": "(b)    After the end of the Performance Period, the Management Development and Compensation Committee (the “Committee”) will determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units\nThe Grantee can earn up to 200% of the Target Award based on attainment of the Performance Goals, as set forth in the Grant Letters. Earned and vested Performance Units shall be payable as described in Section 5."} +{"idx": 55, "level": 4, "span": "(c)    If a Change in Control occurs, the amount earned with respect to the Performance Units shall be determined as of the date of the Change in Control as described in the Grant"} +{"idx": 55, "level": 4, "span": "(d)    Except as described below, no Performance Units shall be earned prior to the Committee’s determination of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Units shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination."} +{"idx": 55, "level": 3, "span": "3.    Termination of Employment."} +{"idx": 55, "level": 4, "span": "(a)    General Rule\nExcept as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Units shall be forfeited as of the termination date and shall cease to be outstanding."} +{"idx": 55, "level": 4, "span": "(b)    “55 / 5” Rule Termination\nIf, after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of a “55 / 5” Rule Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period; provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5."} +{"idx": 55, "level": 4, "span": "(c)    Involuntary Termination before a Change in Control\nIf, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period, provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a"} +{"idx": 55, "level": 4, "span": "(d)    Death or Long-Term Disability Before a Change in Control\nIf, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5."} +{"idx": 55, "level": 4, "span": "(e)    Involuntary Termination, Death and Disability on or after a Change in Control\nIf the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Units earned as of the Change in Control date as described in the Grant Letters. If the Grantee has a Change in Control Severance Agreement with the Company (“Change in Control Agreement”), on and after a Change in Control, the term “Involuntary Termination” shall have the meaning given a termination by the Company without Cause as defined in the Change in Control Agreement, and shall include without limitation a termination for Good Reason as defined in the Change in Control Agreement. The Grantee agrees that, subject to the immediately preceding sentence, if and to the extent that these Grant Conditions conflict with the terms of the Change in Control Agreement or any employment agreement between the Company and the Grantee, these Grant Conditions shall supersede the provisions of the Change in Control Agreement and employment agreement applicable to vesting of performance units on and after a Change in Control, notwithstanding anything in the Change in Control Agreement or employment agreement to the contrary."} +{"idx": 55, "level": 4, "span": "(f)    Coordination of Provisions\nIf the Grantee terminates employment in a termination that is both a “‘55 / 5’ Rule Termination” and an Involuntary Termination, the termination shall be treated as an Involuntary Termination for purposes of the Grant Condition and Grant Letters."} +{"idx": 55, "level": 3, "span": "4.    Definitions\nFor purposes of these Grant Conditions and the Grant Letters:"} +{"idx": 55, "level": 4, "span": "(a)    “‘55 / 5’ Rule Termination” shall mean the Grantee’s termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer."} +{"idx": 55, "level": 4, "span": "(b)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer."} +{"idx": 55, "level": 4, "span": "(c)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause."} +{"idx": 55, "level": 4, "span": "(d)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan."} +{"idx": 55, "level": 3, "span": "5.    Payment."} +{"idx": 55, "level": 4, "span": "(a)    Except as provided below, after the end of the Performance Period, if the Committee certifies that the Performance Goals and other conditions to payment of the Performance Units have been met, the Company shall issue shares of Company Stock to the Grantee equal to the number of earned and vested Performance Units, subject to applicable withholding for Taxes (as defined below) and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan\nPayment of earned and vested Performance Units shall be made between April 1, 2020 and April 30, 2020, except as provided below. All unpaid Performance Units shall be forfeited in the event of termination for Cause."} +{"idx": 55, "level": 4, "span": "(b)    If the Grantee’s employment terminates for any reason other than Cause upon or within two years after a Change in Control that meets the requirements of a 409A CIC, the Grantee’s unpaid earned and vested Performance Units (if any) shall be paid within 60 days after the termination date, subject to compliance with section 409A of the Code, if applicable, and as described in Section 20(h) of the Plan\nThe Company shall issue shares of Company Stock to the Grantee equal to the number of the earned and vested Performance Units, subject to applicable withholding for Taxes. If a Change in Control does not meet the requirements of a 409A CIC, the Grantee’s earned and vested Performance Units (if any) shall be paid at the date described in subsection (a)."} +{"idx": 55, "level": 4, "span": "(c)    Any fractional shares will be rounded up to the nearest whole share, but not exceeding 200% of the Target Award."} +{"idx": 55, "level": 3, "span": "6.    Dividend Equivalents\nDividend Equivalents shall accrue with respect to Performance Units and shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Units to which they relate. Dividend Equivalents shall be credited on the Performance Units when dividends are declared on shares of Company Stock from the Date of Grant until the payment date for the vested Performance Units. The Company will keep records of Dividend Equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Vested Dividend Equivalents shall be paid in cash at the same time and subject to the same terms as the underlying vested Performance Units."} +{"idx": 55, "level": 3, "span": "7.    Delivery of Shares\nThe Company’s obligation to deliver shares upon the vesting of the Performance Units shall be subject to applicable laws, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate to comply with relevant securities laws and regulations."} +{"idx": 55, "level": 3, "span": "8.    No Stockholder Rights\nNo shares of Company Stock shall be issued to the Grantee on the Date of Grant, and the Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Performance Units."} +{"idx": 55, "level": 3, "span": "9.    No Right to Continued Employment\nThe grant of Performance Units shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time."} +{"idx": 55, "level": 3, "span": "10.    Incorporation of Plan by Reference\nThe Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Units constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Units shall be final and binding on the Grantee and any other person claiming an interest in the Performance Units."} +{"idx": 55, "level": 3, "span": "11.    Withholding Taxes."} +{"idx": 55, "level": 4, "span": "(a)    The Employer shall have the right, and the Grantee hereby authorizes the Employer, to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes, social insurance, payroll tax, contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the Performance Units (the “Taxes”)\nThe Employer will withhold shares of Company Stock payable hereunder to satisfy the withholding obligation for Taxes on amounts payable in shares, unless the Grantee provides a payment to the Employer to cover such Taxes, in accordance with procedures established by the Committee. Unless the Committee determines otherwise, the share withholding amount shall not exceed the Grantee’s minimum applicable withholding amount for Taxes."} +{"idx": 55, "level": 4, "span": "(b)    Regardless of any action the Employer takes with respect to any such Taxes, the Grantee acknowledges that the ultimate liability for all such Taxes legally due by the Grantee is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Employer\nThe Grantee further acknowledges that the Employer (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Performance Units, including the grant, vesting or settlement of the Performance Units and the subsequent sale of any shares of Company Stock acquired at settlement and the receipt of any Dividend Equivalents; and (ii) does not commit to structure the terms of the grant or any aspect"} +{"idx": 55, "level": 3, "span": "12.    Company Policies\nAll amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time."} +{"idx": 55, "level": 3, "span": "13.    Assignment\nThe Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Units, except to a successor grantee in the event of the Grantee’s death."} +{"idx": 55, "level": 3, "span": "14.    Section 409A\nThe Grant Letters and these Grant Conditions are intended to comply with section 409A of the Code or an exemption, consistent with Section 20(h) of the Plan, including the six-month delay for specified employees in accordance with the requirements of section 409A of the Code, if applicable. In furtherance of the foregoing, if the Performance Units or related Dividend Equivalents constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Units and related Dividend Equivalents shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder."} +{"idx": 55, "level": 3, "span": "15.    Successors\nThe provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event."} +{"idx": 55, "level": 3, "span": "16.    Governing Law\nThe validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle."} +{"idx": 55, "level": 3, "span": "17.    No Entitlement or Claims for Compensation\nIn connection with the acceptance of the grant of the Performance Units under the Grant Letters and these Grant Conditions, the Grantee acknowledges the following:"} +{"idx": 55, "level": 4, "span": "(a)    the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time;"} +{"idx": 55, "level": 4, "span": "(b)    the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past;"} +{"idx": 55, "level": 4, "span": "(c)    all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee;"} +{"idx": 55, "level": 4, "span": "(d)    the Grantee is voluntarily participating in the Plan;"} +{"idx": 55, "level": 4, "span": "(e)    the Performance Units and any shares of Company Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee’s employer) and which are outside the scope of the Grantee’s employment contract, if any;"} +{"idx": 55, "level": 4, "span": "(f)    the Performance Units and any shares of Company Stock acquired under the Plan are not to be considered part of the Grantee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;"} +{"idx": 55, "level": 4, "span": "(g)    the Performance Units and the shares of Company Stock subject to the award are not intended to replace any pension rights or compensation;"} +{"idx": 55, "level": 4, "span": "(h)    the grant of Performance Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer;"} +{"idx": 55, "level": 5, "span": "(i)    the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty\nIf the Grantee vests in the Performance Units and receives shares of Company Stock, the value of the acquired shares may increase or decrease. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the Performance Units or the shares of Company Stock; and"} +{"idx": 55, "level": 4, "span": "(j)    the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee’s cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee’s employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee’s ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units or any of the shares of Company Stock acquired thereunder as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise\nIf, notwithstanding the foregoing, any such right or claim is"} +{"idx": 55, "level": 3, "span": "18.    Data Privacy."} +{"idx": 55, "level": 4, "span": "(a)    The Grantee hereby explicitly, willingly and unambiguously consents to the collection, systematization, accumulation, storage, blocking, destruction, use, disclosure and transfer, in electronic or other form, of the Grantee’s personal data as described in these Grant Conditions by and among, as applicable, the Grantee’s employer, the Company or its subsidiaries or affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan."} +{"idx": 55, "level": 4, "span": "(b)    The Grantee understands that the Grantee’s employer, the Company or its subsidiaries or affiliates, as applicable, hold certain personal information and sensitive personal information about the Grantee regarding the Grantee’s employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its subsidiaries or affiliates, details of all options, awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”)."} +{"idx": 55, "level": 4, "span": "(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country\nThe Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative."} +{"idx": 55, "level": 3, "span": "19.    Addendum\nNotwithstanding any provisions in these Grant Conditions, the Performance Units shall be subject to any special terms and conditions set forth in any Addendum to this Agreement for the Grantee’s country. Moreover, if the Grantee relocates to one of the countries included in the Addendum, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary for legal or administrative reasons. The Addendum constitutes part of these Grant Conditions."} +{"idx": 55, "level": 2, "span": "ADDENDUM"} +{"idx": 55, "level": 2, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 55, "level": 2, "span": "PERFORMANCE RESTRICTED STOCK UNIT GRANT"} +{"idx": 55, "level": 4, "span": "Additional Terms and Conditions and Notifications\nThis Addendum includes special terms and conditions that govern the Performance Units granted to the Grantee if the Grantee resides in the countries listed herein. These terms and conditions are in addition to the terms and conditions set forth in the Grant Conditions. This Addendum may also include information regarding certain other issues of which the Grantee should be aware with respect to the Grantee’s participation in the Plan. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Grant Conditions (of which this Addendum is a part) and the Plan."} +{"idx": 55, "level": 5, "span": "AUSTRALIA"} +{"idx": 55, "level": 5, "span": "SECURITIES LAW DISCLOSURE\nFor the purposes of this section of the Addendum:\n“Australian Participants” means all persons to whom an offer or invitation of Performance Units are made in Australia under the Plan.\n“Exchange” means the New York Stock Exchange.\n“related body corporate” has the meaning given in section 50 of the Corporations Act 2001 (Cth)."} +{"idx": 55, "level": 5, "span": "General Advice Only\nAny advice given by the Company or any related body corporate of the Company in relation to the Performance Units offered under the Plan does not take into account an Australian Participant’s objectives, financial situation and needs. Australian Participants should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities & Investments Commission to give such advice."} +{"idx": 55, "level": 5, "span": "Acquisition price\nNo acquisition price is payable by Australian Participants for the Company to grant you the number of Performance Units set forth in the Grant Letter."} +{"idx": 55, "level": 5, "span": "Risks of Performance Units and Company Stock\nAcquiring and holding Performance Units and Company Stock involves risk. These risks include that:\n(a)    there is no guarantee that Company Stock will grow in value - it may decline in value. Stock markets are subject to fluctuations and the price of Company Stock can rise and fall, depending upon the Company’s performance and other internal and external factors.\n(b)    the Company may decide not to continue to pay dividends on its Company Stock at the current level, or may decide to cease the payment of dividends on its Company Stock.\n(c)    there are tax implications involved in acquiring and holding Performance Units and Company Stock and the tax regime applying to Australian Participants may change."} +{"idx": 55, "level": 4, "span": "(a)    there is no guarantee that Company Stock will grow in value - it may decline in value\nStock markets are subject to fluctuations and the price of Company Stock can rise and fall, depending upon the Company’s performance and other internal and external factors."} +{"idx": 55, "level": 4, "span": "(b)    the Company may decide not to continue to pay dividends on its Company Stock at the current level, or may decide to cease the payment of dividends on its Company Stock."} +{"idx": 55, "level": 4, "span": "(c)    there are tax implications involved in acquiring and holding Performance Units and Company Stock and the tax regime applying to Australian Participants may change."} +{"idx": 55, "level": 5, "span": "Market Price of Company Stock in Australian Dollars\nAn Australian Participant could, from time to time, ascertain the market price of Company Stock by obtaining that price from the Exchange website, the Company website or The Wall Street Journal, and multiplying that price by a published exchange rate to convert U.S. Dollars into Australian Dollars."} diff --git a/data/auto_parse/level_freeze/frozen/idx_56.jsonl b/data/auto_parse/level_freeze/frozen/idx_56.jsonl new file mode 100644 index 0000000..0fe55a3 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_56.jsonl @@ -0,0 +1,31 @@ +{"idx": 56, "level": 1, "span": "REIMBURSEMENT AGREEMENT"} +{"idx": 56, "level": 0, "span": "THIS REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into as of March 23, 2017, by and among Rodin Global\nProperty Trust, Inc. a Maryland corporation (the “Company”), Cantor Fitzgerald Investors, LLC, a Delaware limited liability company (the “Sponsor”), and, only with respect to Section 1.02(c) hereof, Rodin Global\nProperty Trust OP Holdings, LLC, a Delaware limited liability company (the “Special Unit Holder\n”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1.01 below. "} +{"idx": 56, "level": 1, "span": "W I T N E S S E T H"} +{"idx": 56, "level": 1, "span": "WHEREAS\n, the Sponsor is the sponsor of the Company; "} +{"idx": 56, "level": 1, "span": "WHEREAS, the Company has registered for public sale on Registration Statement\nNo. 333-214130 on Form S-11, as amended, a maximum of $1,250,000,000 in shares of its common stock, $0.01 par value per share, consisting of Class A shares,\nClass T shares and Class I shares (collectively, the “Shares”), of which amount: (i) up to $1,000,000,000 in Shares are being offered to the public pursuant to the Company’s primary offering (the “Primary\nOffering”); and (ii) up to $250,000,000 in Shares are being offered to stockholders (the “Stockholders\n”) of the Company pursuant to the Company’s distribution reinvestment plan; "} +{"idx": 56, "level": 1, "span": "WHEREAS, the Company and the Sponsor have entered into a Dealer Manager Agreement, dated as of March 23, 2017 (the “Dealer\nManager Agreement”), with Cantor Fitzgerald & Co., a New York general partnership (the “Dealer Manager\n”), pursuant to which the Dealer Manager will offer and sell the Shares on a best efforts basis for the account\nof the Company and manage the sale of the Shares by other participating broker dealers, upon the terms and subject to the conditions set forth in the Dealer Manager Agreement; "} +{"idx": 56, "level": 1, "span": "WHEREAS, the Company and the Special Unit Holder, have entered into the limited partnership agreement of Rodin Global Property Trust\nOperating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), dated as of March 23, 2017 (the “OP Agreement”), pursuant to which, among other things, the Operating Partnership issued\nSpecial Limited Partnership Units (the “Special Limited Partnership Units\n”) to the Special Unit Holder. "} +{"idx": 56, "level": 1, "span": "WHEREAS,\nthe Sponsor has agreed to pay certain expenses relating to selling commissions and/or dealer-manager fees of the sale of the Shares in the amount of up to four percent (4%) of gross offering proceeds incurred in the Primary Offering (the\n“Sponsor Expenses\n”); and "} +{"idx": 56, "level": 1, "span": "WHEREAS\n, the Company has agreed to reimburse the Sponsor for the payment of Sponsor\nExpenses in certain circumstances upon the terms and subject to the conditions hereinafter set forth. "} +{"idx": 56, "level": 1, "span": "NOW, THEREFORE\n, in\nconsideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows: "} +{"idx": 56, "level": 2, "span": "1.01 Certain Definitions\n. As used in this Agreement, the following terms shall have\nthe meanings specified below: \n“Agreement” has the meaning set forth in the Recitals.\n“Charter” means the Company’s Articles of Amendment and Restatement, as amended.\n“Company” has the meaning set forth in the Recitals.\n“Dealer Manager” has the meaning set forth in the Recitals.\n“Dealer Manager Agreement” has the meaning set forth in the Recitals."} +{"idx": 56, "level": 1, "span": "“OP Agreement”\n has the meaning set forth in the Recitals. \n“Operating Partnership” has the meaning set forth in the Recitals."} +{"idx": 56, "level": 1, "span": "“Primary Offering”\n has the meaning set forth in the Recitals. \n“Shares” has the meaning set forth in the Recitals."} +{"idx": 56, "level": 1, "span": "“Special Limited Partnership Units”\n has the meaning set forth in the recitals. \n“Special Unit Holder” has the meaning set forth in the Recitals.\n“Sponsor” has the meaning set forth in the Recitals.\n“Sponsor Expenses” has the meaning set forth in the Recitals."} +{"idx": 56, "level": 2, "span": "1.02 Reimbursement\n. \n(a) The Company hereby agrees to reimburse the Sponsor or its designee for all Sponsor Expenses actually incurred by, or on behalf of, the\nSponsor. The Company shall reimburse the Sponsor Expenses immediately prior to, or upon the occurrence of the redemption of the Special Limited Partnership Units in connection with the events (each, a “Reimbursement Event”) set\nforth or contemplated by the provisions of Section 8.6 of the OP Agreement. The Company only shall be obligated to reimburse the Sponsor in connection with a Reimbursement Event after (x) the Company has fully invested the proceeds from\nthe Primary Offering and (y) the Stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a six percent (6%) cumulative,\nnon-compounded annual pre-tax return on such invested capital.\n(b) Subject to Section 1.02(a) hereof, the Company’s reimbursement obligations hereunder shall be due and payable within fifteen\n(15) days after the occurrence of a Reimbursement Event; provided, however, the Sponsor may, in its sole discretion, waive or defer all or any portion of the Sponsor Expenses.\n(c) The Special Unit Holder hereby agrees to be contractually subordinated to the interests of the Sponsor with respect to any Sponsor\nExpenses and any such reimbursement\nhereunder shall be reimbursed to the Sponsor prior to the payment of any distributions to the Special Unit Holder pursuant to the terms and conditions of the Operating Partnership.\n(d) Subject only to the limitations contained in this Agreement and to any expressly applicable limitations contained in the Charter, the\nobligations of the Company under this Agreement are absolute, unconditional and irrevocable and shall be paid and observed, as may be applicable, strictly in accordance with the terms of this Agreement under all circumstances whatsoever.\n(e) In the event of a default by the Company hereunder, the Sponsor shall have all remedies available at law or in equity. In addition, the\nrights granted to the Sponsor pursuant to this Agreement are not the exclusive remedies available to the Sponsor in connection with the Company’s reimbursement obligations hereunder or actions related thereto, and the Sponsor shall have all\nother remedies available to it at law or in equity."} +{"idx": 56, "level": 3, "span": "(a) The Company hereby agrees to reimburse the Sponsor or its designee for all Sponsor Expenses actually incurred by, or on behalf of, the\nSponsor. The Company shall reimburse the Sponsor Expenses immediately prior to, or upon the occurrence of the redemption of the Special Limited Partnership Units in connection with the events (each, a “Reimbursement Event”) set\nforth or contemplated by the provisions of Section 8.6 of the OP Agreement. The Company only shall be obligated to reimburse the Sponsor in connection with a Reimbursement Event after (x) the Company has fully invested the proceeds from\nthe Primary Offering and (y) the Stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a six percent (6%) cumulative,\nnon-compounded annual pre-tax return on such invested capital."} +{"idx": 56, "level": 3, "span": "(b) Subject to Section 1.02(a) hereof, the Company’s reimbursement obligations hereunder shall be due and payable within fifteen\n(15) days after the occurrence of a Reimbursement Event; provided, however, the Sponsor may, in its sole discretion, waive or defer all or any portion of the Sponsor Expenses."} +{"idx": 56, "level": 3, "span": "(c) The Special Unit Holder hereby agrees to be contractually subordinated to the interests of the Sponsor with respect to any Sponsor\nExpenses and any such reimbursement"} +{"idx": 56, "level": 3, "span": "(d) Subject only to the limitations contained in this Agreement and to any expressly applicable limitations contained in the Charter, the\nobligations of the Company under this Agreement are absolute, unconditional and irrevocable and shall be paid and observed, as may be applicable, strictly in accordance with the terms of this Agreement under all circumstances whatsoever."} +{"idx": 56, "level": 3, "span": "(e) In the event of a default by the Company hereunder, the Sponsor shall have all remedies available at law or in equity\nIn addition, the\nrights granted to the Sponsor pursuant to this Agreement are not the exclusive remedies available to the Sponsor in connection with the Company’s reimbursement obligations hereunder or actions related thereto, and the Sponsor shall have all\nother remedies available to it at law or in equity."} +{"idx": 56, "level": 2, "span": "1.03 Notices"} +{"idx": 56, "level": 2, "span": "1.04 Successors and Assigns\n. This Agreement shall be binding upon\nthe parties hereto and their respective executors, administrators, legal representatives, heirs, successors and assigns, and shall inure to the benefit of the parties hereto and, except as otherwise provided herein, their respective executors,\nadministrators, legal representatives, heirs, successors and assigns. "} +{"idx": 56, "level": 2, "span": "1.05 Modification\n. This Agreement shall not be\nchanged or modified, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or permitted assigns. "} +{"idx": 56, "level": 2, "span": "1.06 Severability\n. The provisions of this Agreement are independent of and severable from each other, and no provision shall be\naffected or rendered invalid or unenforceable by \nvirtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part."} +{"idx": 56, "level": 2, "span": "1.07 Governing Law\n. This Agreement shall be governed by and construed in accordance with the laws of the State of New York\napplicable to agreements made and to be performed wholly within that State without regard to the principles of conflicts of laws. Each of the parties hereto hereby irrevocably submits to the jurisdiction of any New York State court sitting in the\nBorough of Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Agreement. "} +{"idx": 56, "level": 2, "span": "1.08 Entire Agreement\n. This Agreement contains the entire agreement and understanding between the parties hereto with respect to\nthe subject matter hereof. "} +{"idx": 56, "level": 2, "span": "1.09 Interpretation\n. Words used herein regardless of the number and gender specifically used,\nshall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. "} +{"idx": 56, "level": 2, "span": "1.10 Headings\n. The titles of Sections contained in this Agreement are for convenience only, and they neither form a part of this\nAgreement nor are they to be used in the construction or interpretation hereof. "} +{"idx": 56, "level": 2, "span": "1.11 Counterparts\n. This Agreement may be\nexecuted in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding\nwhen one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. "} +{"idx": 56, "level": 1, "span": "IN WITNESS WHEREOF"} +{"idx": 56, "level": 1, "span": "[Signature Page to Reimbursement Agreement dated March 23, 2017]"} diff --git a/data/auto_parse/level_freeze/frozen/idx_57.jsonl b/data/auto_parse/level_freeze/frozen/idx_57.jsonl new file mode 100644 index 0000000..b07ed53 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_57.jsonl @@ -0,0 +1,7 @@ +{"idx": 57, "level": 0, "span": "HOSTESS BRANDS, INC. PERFORMANCE SHARE UNIT AWARD AGREEMENT"} +{"idx": 57, "level": 1, "span": "Cover Sheet"} +{"idx": 57, "level": 1, "span": "HOSTESS BRANDS, INC.\nBy:_____________________\nName:\nTitle:"} +{"idx": 57, "level": 1, "span": "HOSTESS BRANDS, INC."} +{"idx": 57, "level": 1, "span": "PERFORMANCE SHARE AWARD AGREEMENT"} +{"idx": 57, "level": 2, "span": "By signing the Cover Sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan and evidence your acceptance of the powers of the Committee of the Board of Directors of the Company that administers the Plan."} +{"idx": 57, "level": 1, "span": "HOSTESS BRANDS, INC."} diff --git a/data/auto_parse/level_freeze/frozen/idx_58.jsonl b/data/auto_parse/level_freeze/frozen/idx_58.jsonl new file mode 100644 index 0000000..f579384 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_58.jsonl @@ -0,0 +1,7 @@ +{"idx": 58, "level": 1, "span": "HOSTESS BRANDS, INC."} +{"idx": 58, "level": 1, "span": "2016 EQUITY INCENTIVE PLAN"} +{"idx": 58, "level": 0, "span": "NONQUALIFIED STOCK OPTION AGREEMENT"} +{"idx": 58, "level": 1, "span": "Cover Sheet"} +{"idx": 58, "level": 1, "span": "HOSTESS BRANDS, INC.\nBy:_____________________\nName:\nTitle:"} +{"idx": 58, "level": 1, "span": "HOSTESS BRANDS, INC."} +{"idx": 58, "level": 1, "span": "By signing the Cover Sheet of this Agreement, you agree to all of the terms and conditions described in the Cover Sheet, above and in the Plan and evidence your acceptance of the powers of the Committee of the Board of Directors of the Company that administers the Plan."} diff --git a/data/auto_parse/level_freeze/frozen/idx_59.jsonl b/data/auto_parse/level_freeze/frozen/idx_59.jsonl new file mode 100644 index 0000000..969d79c --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_59.jsonl @@ -0,0 +1,25 @@ +{"idx": 59, "level": 1, "span": "SEPARATION AGREEMENT"} +{"idx": 59, "level": 1, "span": "AND"} +{"idx": 59, "level": 1, "span": "GENERAL RELEASE OF CLAIMS\nTHIS SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (hereinafter “Agreement”) is entered into by and between Shana Hood (hereinafter “Employee”) and Mast Therapeutics, Inc. (hereinafter “Mast” or the “Company”).  Employee and Mast hereinafter are collectively referred to as the “Parties” or individually referred to as a “Party.”"} +{"idx": 59, "level": 1, "span": "RECITALS"} +{"idx": 59, "level": 1, "span": "A.Mast is a corporation and is doing business in the State of California."} +{"idx": 59, "level": 1, "span": "B.Employee’s employment with Mast as a General Counsel, Vice President & Secretary is expected to terminate as of the closing (the “Closing”) of the acquisition of Savara Inc. (the “Change of Control”), which is expected to occur on or about April 21, 2017 (such date of termination of employment the “Termination Date”)."} +{"idx": 59, "level": 1, "span": "C.In accordance with the terms of the Executive Severance Agreement, dated March 30, 2016, between Employee and Mast (the “Executive Severance Agreement”), Employee desires to settle and compromise any and all possible claims and disputes he/she has against any of the Releasees, as defined below, arising out of their relationship to date, and to provide for a general release of any and all such claims."} +{"idx": 59, "level": 0, "span": "AGREEMENT"} +{"idx": 59, "level": 1, "span": "/s/ Shana Hood"} +{"idx": 59, "level": 1, "span": "Shana Hood"} +{"idx": 59, "level": 2, "span": "1.Termination of Employment and Resignation of Positions\nEmployee agrees that his/her employment with Mast will terminate as part of the Closing effective as of the Termination Date and he/she has complied, or will comply as of the Termination Date, as applicable, with the provisions of Section 1.3 of the Executive Severance Agreement.  Employee hereby resigns, effective as of the Termination Date, any and all other positions he/she holds with Mast and any of its subsidiaries, including positions as a director of Mast or any of its subsidiaries.  In the event that Employee’s employment with Mast is not terminated in connection with the Closing, this Agreement shall automatically terminate and no longer remain in force or effect without further obligation of either of the Parties."} +{"idx": 59, "level": 2, "span": "2.Separation Pay/Consideration\nIn consideration of the covenants and releases given herein, upon termination of Employee’s employment on the Termination Date, and subject to non-revocation of this Agreement as set forth in Section 4.c. and execution of the Affirmation (as defined below), Employee will become eligible to receive the following consideration:\na.Separation Pay.  Mast will tender a check to Employee in an amount of Two Hundred Thirty-Four Thousand, Three Hundred Ninety-One Dollars and Twenty-Nine Cents ($234,391.29), less applicable federal and California payroll tax deductions, which is the equivalent of (i) nine (9) months of Employee’s base salary and (ii) the amount equal to the premiums necessary to continue Employee’s health insurance coverage in effect for Employee and Employee’s covered dependents under the Consolidated Omnibus Reconciliation Act of 1985, for a period of nine (9) months; and\nb.Unemployment Insurance Claim.  Mast will not oppose Employee’s claim for unemployment insurance benefits, and, if asked, will inform the California Employment Development Department that Employee was laid off by Mast as part of the Change in Control."} +{"idx": 59, "level": 2, "span": "3.Release\na.Release.  Employee does hereby unconditionally, irrevocably and absolutely release and discharge Mast and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer,\ninsurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns, (collectively, the “Releasees”) from any and all loss, liability, claims, demands, causes of action or suits of any type, whether in law and/or in equity, related directly or indirectly, or in any way connected with any transactions, affairs or occurrences between them to date, including, but not limited to, Employee’s employment with Mast and the termination of said employment.  Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Releasees, other than consideration to which Employee may be entitled in respect of (i) a Change of Control, and (ii) unpaid wages, accrued and unused vacation and reimbursement for business expenses validly incurred prior to termination.  This Agreement specifically applies, without limitation, to any and all disputed wage claims, claims for unpaid expenses, contract claims, tort claims, claims for wrongful termination, and claims arising under Title VII of the Civil Rights Act of 1991, the Americans with Disabilities Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, the Sarbanes-Oxley Act of 2002, the California Fair Employment and Housing Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the California Family Rights Act, the California Labor Code, the California Business and Professions Code, and any and all federal or state statutes or laws governing employment and/or discrimination in employment.  In addition, this Agreement specifically applies to any claims for age discrimination harassment or retaliation in employment, including any claims arising under the Age Discrimination in Employment Act or any other statutes or laws which govern age discrimination in employment.  Nothing in this Agreement shall be construed to mean that Employee is releasing or waiving claims to enforce this Agreement, workers’ compensation claims, claims for unemployment insurance benefits, claims for any vested retirement, any claim for indemnification (including under the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against the Company or Employee, or claims that, by law, cannot be waived.\nb.Section 1542 Waiver.  Employee does expressly waive all of the benefits and rights granted to him/her pursuant to California Civil Code section 1542, which reads as follows:\nA general release does not extend to claims which the creditor does not know of or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.\nEmployee does certify that he/she has read all of this Agreement, including the release provisions contained herein and the quoted Civil Code section, and that he/she fully understands all of the same.  Employee hereby expressly agrees that this Agreement shall extend and apply to all unknown, unsuspected and unanticipated injuries and damages, as well as those that are now disclosed.\nc.No Further Action.  Except as set forth in Section 5, Employee irrevocably and absolutely agrees that he/she will not prosecute nor allow to be prosecuted on his/her behalf, in any administrative agency, whether federal or state, or in any court, whether federal or state, any claim or demand of any type related to the matters released above, it being the intention of the Parties that with the execution by Employee of this release, the Releasees will be absolutely, unconditionally and forever discharged of and from all obligations to or on behalf of Employee related in any way to the matters discharged herein."} +{"idx": 59, "level": 2, "span": "4.Additional Provisions Regarding Release of Age Claims/OWBPA Provisions\na.ADEA Claims.  This section of the Agreement exclusively addresses issues relating to Employee’s release of claims arising under federal law involving discrimination on the basis of age in employment (age forty and above).  This section is provided separately, in compliance with federal law, including but not limited to the Older Workers’ Benefit Protection Act of 1990 (“OWBPA”), to ensure that Employee clearly understands his rights so that any release of age discrimination claims under federal law (the ADEA) is knowing and voluntary on the part of Employee.\nb.Review Period/OWBPA Provisions.  In accordance with the provisions of the OWBPA, Employee is aware of the following:  Employee represents, acknowledges and agrees that Mast has advised him/her, in writing, (i) to discuss this Agreement with an attorney and to that extent, if any, that Employee has desired, Employee has done so; (ii) that Mast has given Employee forty-five (45) days from receipt of this Agreement to review and consider this Agreement before signing it, and Employee understands that he/she may use as much of this forty-\nfive (45) day period as he/she wishes prior to signing; (iii) that no promise, representation, warranty or agreements not contained herein have been made by or with anyone to cause him/her to sign this Agreement; (iv) that he/she has read this Agreement in its entirety, and fully understands and is aware of its meaning, intent, content and legal effect; (v) that he/she is executing this release voluntarily and free of any duress or coercion; (vi) that this Agreement includes rights and claims under the federal Age Discrimination in Employment Act, as amended, and the federal OWBPA, as amended; and (vii) that this Agreement does not waive rights or claims that may arise after the date Employee signs this Agreement.\nc.Effective Date of Agreement.  The Parties acknowledge that for a period of seven (7) days following the execution of this Agreement, Employee may revoke the Agreement, and the Agreement shall not become effective or enforceable until the revocation period has expired.  This Agreement shall become effective eight (8) days after it has been signed by Employee and Mast, and in the event the parties do not sign on the same date, then this Agreement shall become effective eight (8) days after the date it is signed by Employee."} +{"idx": 59, "level": 2, "span": "5.Protected Rights\nEmployee understands that nothing contained in this Agreement limits Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal, state or local government agency or commission (“Government Agencies”), including an Age Discrimination in Employment Act charge or complaint, although Employee may have no right to relief by reason of the claims Employee has released herein.  Employee further understands that this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to Mast.  Nothing in this Agreement shall restrict or limit any right Employee may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission.  In addition, pursuant to the Defend Trade Secrets Act of 2016, Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order."} +{"idx": 59, "level": 2, "span": "6.No Cooperation\nSubject to Section 5 governing Employee’s Protected Rights, Employee agrees that he/she will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company and its subsidiaries, and predecessor and successor corporations and assigns, unless under a subpoena or other court order to do so or as related directly to the ADEA waiver in this Agreement. Employee agrees both to promptly notify the Company and its successor corporations, upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against the Company and its subsidiaries, and predecessor and successor corporations and assigns, Employee shall state no more than that Employee cannot provide counsel or assistance."} +{"idx": 59, "level": 2, "span": "7.Acknowledgements/Affirmations\nEmployee acknowledges and affirms that he/she has been paid and/or has received all wages, bonuses, incentive compensation, accrued vacation and benefits to which Employee may be entitled, except for such wages, bonuses, incentive compensation, accrued vacation and benefits to which Employee may be entitled as a result of the Change of Control and/or termination of employment.  Employee also acknowledges and affirms that he/she has been provided information regarding his/her inability to continue to receive health insurance benefits as COBRA benefits after the termination of his/her employment due to Mast’s termination, in connection with the Change in Control, of the health insurance plans in which Employee has participated.  Employee further acknowledges and affirms that he/she has returned all documents and other items provided to Employee by the Company (with the exception of a copy of the Employee Handbook and personnel documents specifically relating to Employee), developed or obtained by Employee in connection with Employee’s employment with the Company, or otherwise belonging to the Company."} +{"idx": 59, "level": 2, "span": "8.Confidentiality/Non-Disparagement\nEmployee agrees that all matters relative to this Agreement shall remain confidential.  Accordingly, Employee hereby agrees that, with the exception of his/her spouse, counsel and tax advisors, he/she shall not discuss, disclose or reveal to any other persons, entities or organizations, whether within or outside of Mast, the terms and conditions of this Agreement.  The Parties acknowledge, however, that Mast may be required to file a copy of this Agreement with the Securities and Exchange Commission, in which case, the terms and conditions of this Agreement will be accessible for review by the public.  Nothing in this section prevents Employee from disclosing to any third party that his/her employment with Mast terminated in connection with the Change in Control.  Employee agrees not to make any derogatory or adverse statements, written or verbal, regarding the Releasees to anyone, and agrees to refrain from knowingly interfering in any tortious manner with the contracts and relationships of the Company.  Mast agrees not to make any derogatory or adverse statements, written or verbal, regarding Employee to anyone.  Employee understands that the Company’s obligations under this paragraph extend only to the Company’s current executive officers and members of its Board of Directors and only for so long as each officer or member is an employee or Director of the Company."} +{"idx": 59, "level": 2, "span": "9.Affirmation of Release and Waiver\nPrior to receipt of the consideration set forth in Section 2, Employee shall execute and deliver the Affirmation in substantially the form set forth in Exhibit A (the “Affirmation”)."} +{"idx": 59, "level": 2, "span": "10.Reference Requests\nAny reference requests concerning Employee will be referred to the Human Resources Department.  The only information that will be provided in response to such a request will be Employee’s dates of employment, his/her title, confirmation of his/her rate of pay, a statement that Employee was terminated in connection with the Change in Control and would not have been terminated but for that company action, and a statement that it is Mast’s policy to only provide that information."} +{"idx": 59, "level": 2, "span": "11.Tax Consequences\nThe Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Employee or made on Employee’s behalf under the terms of this Agreement.  Employee agrees and understands that Employee is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon."} +{"idx": 59, "level": 2, "span": "12.Entire Agreement\nThe Parties further declare and represent that no promise, inducement or agreement not herein expressed has been made to them and that this Agreement together with the Executive Severance Agreement contain the full and entire agreement between and among the Parties, and that the terms of this Agreement are contractual and not a mere recital."} +{"idx": 59, "level": 2, "span": "13.Applicable Law\nThe validity, interpretation, and performance of this Agreement shall be construed and interpreted according to the laws of the State of California."} +{"idx": 59, "level": 2, "span": "14.Dispute Resolution\nExcept as set forth in Section 5, any dispute arising out of or related to this Agreement shall be resolved through binding arbitration through JAMS in San Diego, California, under the then current applicable rules of JAMS.  The arbitrator may grant injunctions and other relief in such disputes.  The arbitrator shall administer and conduct any arbitration in accordance with California law, including the California Code of Civil Procedure, and the arbitrator shall apply substantive and procedural California law to any dispute or claim, without reference to any conflict-of-law provisions of any jurisdiction.  To the extent that the JAMS rules conflict with California law, California law shall take precedence.  The decision of the arbitrator shall be final, conclusive, and binding on the parties to the arbitration.  Each party shall be responsible for its or his or her own costs and attorneys’ fees in connection with the arbitration, as well as half of the costs of the arbitration.  THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY.  Notwithstanding the foregoing, this Section will not prevent either Party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the Parties and the subject matter of their dispute relating to this Agreement."} +{"idx": 59, "level": 2, "span": "15.Knowing and Voluntary Agreement\nEmployee acknowledges that he/she has carefully read and fully understands all the provisions and effects of this Agreement.  Employee further acknowledges that he/she has been given the opportunity to consult with his/her own independent legal counsel and tax professional with respect to the matters referenced in this Agreement.  Employee acknowledges that he/she has fully discussed this Agreement with his/her attorney or has voluntarily chosen to sign this Agreement without consulting an attorney and/or tax\nThe undersigned hereby acknowledges his/her termination of employment with the Company as of April 27, 2017 (the “Termination Date”) and further affirms that terms of the Separation Agreement and General Release of Claims between the undersigned and Mast Therapeutics, Inc. (the “Agreement”) remain in full force and effect as of the Termination Date, including, but not limited to, the release, waivers and affirmations set forth in Sections 3, 4 and 6 of the Agreement.\nThe undersigned acknowledges and affirms that he/she has been paid and/or has received all wages, bonuses, incentive compensation, accrued vacation and benefits to which the undersigned may be entitled, other than shares of the Company’s common stock pursuant to settlement of the restricted stock unit award granted to the undersigned in January 2017 pursuant to the Notice of Grant of Restricted Stock Units and Restricted Stock Units Award Agreement between the undersigned and the Company (the “RSUs Agreement”).  Upon receipt of 6,479 shares of the Company’s common stock (which is the amount granted under the RSUs Agreement as adjusted for the 70-for-1 reverse stock split implemented by the Company on April 27, 2017) in the undersigned’s E*Trade account, the undersigned acknowledges and affirms that he/she will have received all shares of Company common stock due to the undersigned pursuant to the RSUs Agreement.\nDated: April 27, 2017"} diff --git a/data/auto_parse/level_freeze/frozen/idx_60.jsonl b/data/auto_parse/level_freeze/frozen/idx_60.jsonl new file mode 100644 index 0000000..5911694 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_60.jsonl @@ -0,0 +1,85 @@ +{"idx": 60, "level": 0, "span": "EMPLOYMENT AGREEMENT\nThis Employment Agreement (“Agreement”) is executed and agreed to as of     , 2017 by and between\nRosehill Operating Company, LLC, a Delaware limited liability company (the “Company”), and      (“Employee”).\n1.    Employment. During the Employment Period (as defined in Section 4),\nthe Company shall employ Employee, and Employee shall serve, as      of the Company and in such other position or positions as may be assigned from time to time, with Employee’s consent, by the [Company] [board of directors\n(the “Board”) of KLR Energy Acquisition Corp., a Delaware corporation that is expected to be converted into Rosehill Resources Inc. in connection with the closing of the transaction contemplated by the Business Combination\nAgreement (as defined below) and parent of the Company (the “Parent”)].\n2.    Duties\nand Responsibilities of Employee. \n(a)    During the Employment Period, Employee shall devote\nEmployee’s full business time, attention and best efforts to the business of the Parent [(as defined below)] and its direct and indirect subsidiaries including the Company (collectively, the “Company Group”) as may be\nrequested by the [Company] [Board] from time to time. Employee’s duties shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to\nEmployee by the [Company] [Board] from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Agreement, (i) as a passive investment, own\npublicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior\nwritten consent of the [board of directors (the “Board”) of KLR Energy Acquisition Corp., a Delaware corporation that is expected to be converted into Rosehill Resources Inc. in connection with the closing of the transaction\ncontemplated by the Business Combination Agreement (as defined below) and parent of the Company (the “Parent”)] [Board], engage in other personal and passive investment activities, in each case, so long as such interests or\nactivities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or competitive with the business of\nthe Company Group.\n(b)    Employee hereby represents and warrants that Employee is not the subject of, or a party to,\nany employment agreement, non-competition, non-solicitation, restrictive covenant, non-disclosure agreement, or any other\nagreement, obligation, restriction or understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit\nor affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information\nbelonging to any prior employer (excluding any member of the Company Group) in the course of performing services for any member of the Company Group, and Employee shall not do so. Employee shall not introduce documents or other materials containing\nconfidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group.\n(c)    Employee owes each member of the Company Group fiduciary duties\n(including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in\nthis Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.\n3.    Compensation.\n(a)    Base Salary. During the Employment Period, the Company shall pay to Employee an annualized base salary of\n$     (the “Base Salary”) in consideration for Employee’s services under this Agreement, payable in substantially equal installments in conformity with the Company’s customary payroll practices\nfor similarly situated employees as may exist from time to time, but no less frequently than monthly.\n(b)    Annual Bonus. Employee shall be eligible for discretionary bonus compensation for each complete calendar\nyear that Employee is employed by the Company hereunder (the “Annual Bonus”). The performance targets that must be achieved in order to be eligible for certain bonus levels shall be established by the Board (or a\ncommittee thereof) annually, in its sole discretion, and communicated to Employee within the first ninety (90) days of the applicable calendar year (the “Bonus Year”). Notwithstanding the foregoing, Employee shall be\neligible to receive a discretionary, pro rata bonus for the portion of the 2017 calendar year that Employee is employed by the Company hereunder (the “2017 Bonus”). Each Annual Bonus (including the 2017 Bonus), if any,\nshall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than March 15 following the\nend of such Bonus Year. Notwithstanding anything in this Section 3(b) to the contrary, no Annual Bonus (including the 2017 Bonus), if any, nor any portion thereof, shall be payable for any Bonus Year unless Employee remains\ncontinuously employed by the Company from the Effective Date through the last day of the applicable Bonus Year, except that, in the event that Employee’s employment terminates pursuant to Section 7(b), 7(c) or 7(d) or upon\nthe expiration of the then-existing Initial Term or Renewal Term, as applicable, as a result of a non-renewal of this Agreement by the Company pursuant to Section 4), Employee shall\nbe eligible to receive a pro rata bonus for the calendar year in which such termination occurs, payable on the date annual bonuses are paid to similarly situated employees who have continued employment with the Company; provided that\nEmployee executes on or before the Release Expiration Date (as defined below), and does not revoke within the time provided by the Company to do so, a Release (as defined below).\n(c)    Long-Term Incentive Plan Awards. Employee shall be eligible to receive annual awards under the Rosehill\nResources Inc. Long-Term Incentive Plan (the “LTIP”) on such terms and conditions as the Board (or a committee thereof) shall determine from time to time. All awards granted to Employee under the LTIP, if any, shall be\nsubject to and governed by the terms and provisions of the LTIP as in effect from time to time and the award agreements evidencing\nsuch awards. Nothing herein shall be construed to give Employee any rights to any amount or type of grant or award except as provided in a written award agreement provided to Employee and\nauthorized by the Board (or a committee thereof).\n4.    Term of Employment. The initial term of\nEmployee’s employment under this Agreement shall be for the period beginning on date of the closing of the transaction contemplated in that certain Business Combination Agreement, dated as of December 20, 2016, by and between KLR Energy\nAcquisition Corp., a Delaware corporation and Tema Oil and Gas Company, a Maryland corporation (as amended, the “Business Combination Agreement” and such date, the “Effective Date”), and ending on the\nsecond anniversary of the Effective Date (the “Initial Term”). On the second anniversary of the Effective Date and on each subsequent anniversary thereafter, the term of Employee’s employment under this Agreement shall\nautomatically renew and extend for a period of twelve (12) months (each such twelve-month period being a “Renewal Term”) unless written notice of non-renewal is delivered by either\nparty to the other not less than thirty (30) days prior to the expiration of the then-existing Initial Term or Renewal Term, as applicable. Notwithstanding any other provision of this Agreement, Employee’s employment pursuant to this\nAgreement may be terminated at any time in accordance with Section 7. The period from the Effective Date through the expiration of this Agreement or, if sooner, the termination of Employee’s employment pursuant to this\nAgreement, regardless of the time or reason for such termination, shall be referred to herein as the “Employment Period.”\n5.    Business Expenses. Subject to Section 22 and the Company’s policies\nthen in effect, the Company shall reimburse Employee for Employee’s reasonable out-of-pocket business-related expenses actually incurred in the performance of\nEmployee’s duties under this Agreement so long as Employee timely submits all documentation for such reimbursement, as required by Company policy in effect from time to time. Any such reimbursement of expenses shall be made by the Company upon\nor as soon as practicable following receipt of such documentation (but in any event not later than the close of Employee’s taxable year following the taxable year in which the expense is incurred by Employee). In no event shall any\nreimbursement be made to Employee for such expenses incurred after the date of Employee’s termination of employment with the Company.\n6.    Benefits; Vacation.\n(a)    Benefits. During the Employment Period, Employee shall be eligible to participate in the same benefit plans\nand programs in which other similarly situated Company employees are eligible to participate, subject to the terms and conditions of the applicable plans and programs in effect from time to time. The Company shall not, however, by reason of this\nSection 6, be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any such plan or policy, so long as such changes are similarly applicable to similarly situated Company employees\ngenerally.\n(b)    Vacation. Employee shall be eligible to take up to      weeks paid\nvacation each complete calendar year (an aggregate of two (2) weeks (which equals 10 days) of which may be carried forward to succeeding calendar years), which shall accrue and be taken, and which may increase, in accordance with the\nCompany’s vacation policy as in effect from time to time. For the avoidance of doubt, Employee’s vacation shall be pro-rated for the calendar year that includes the\nEffective Date. Employee shall cease accruing vacation as of any time that Employee has accrued five (5) weeks of unused vacation, and Employee shall resume accruing vacation in accordance\nwith this Section 6(b) only after Employee’s accrued, unused vacation is less than five (5) weeks.\n7.    Termination of Employment.\n(a)    Company’s Right to Terminate Employee’s Employment for Cause. The\nCompany shall have the right to terminate Employee’s employment hereunder at any time for “Cause.” For purposes of this Agreement, “Cause” shall mean:\n(i)    Employee’s material breach of this Agreement or any other written agreement between Employee\nand one or more members of the Company Group, including Employee’s breach of any material representation, warranty or covenant made under any such agreement, or Employee’s breach of any policy or code of conduct established by a member of\nthe Company Group and applicable to Employee;\n(ii)    the commission of an act of gross negligence,\nwillful misconduct, breach of fiduciary duty, fraud, theft or embezzlement on the part of Employee;\n(iii)    the commission by Employee of, or conviction or indictment of Employee for, or plea of nolo\ncontendere by Employee to, any felony (or state law equivalent) or any crime involving moral turpitude; or\n(iv)    Employee’s willful failure or refusal, other than due to Disability, to perform\nEmployee’s obligations pursuant to this Agreement or to follow any lawful directive from the [Company] [Board], as determined by the [Company] [Board (sitting without Employee, if applicable)]; provided, however, that if\nEmployee’s actions or omissions as set forth in this Section 7(a)(iv) are of such a nature that the [Company] [Board] determines that they are curable by Employee, such actions or omissions must remain uncured thirty\n(30) days after the [Company] [Board] has provided Employee written notice of the obligation to cure such actions or omissions.\n(b)    Company’s Right to Terminate for Convenience. The Company shall have the right to\nterminate Employee’s employment for convenience at any time and for any reason, or no reason at all, upon written notice to Employee.\n(c)    Employee’s Right to Terminate for Good Reason. Employee shall have the right to terminate\nEmployee’s employment with the Company at any time for “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean:\n(i)    a material diminution in Employee’s Base Salary (other than an\nacross-the-board reduction that affects similarly-situated employees in substantially the same proportion as Employee) or authority, duties and responsibilities with the\nCompany or its Subsidiaries; provided, however, that if Employee is serving as an officer or member of the board of directors (or similar governing body) of any member of the Company Group or any other entity in which a member of the Company\nGroup holds an equity interest, in no event shall the removal of Employee as an officer or board member, regardless of the reason for such removal, constitute Good Reason;\n(ii)    a material breach by the Company of any of its\ncovenants or obligations under this Agreement; or\n(iii)    the relocation of the geographic location\nof Employee’s principal place of employment by more than seventy-five (75) miles from the location of Employee’s principal place of employment as of the Effective Date.\nNotwithstanding the foregoing provisions of this Section 7(c) or any other provision of this Agreement to the contrary, any assertion by Employee of a\ntermination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in Section 7(c)(i), (ii) or (iii) giving rise to Employee’s termination of\nemployment must have arisen without Employee’s consent; (B) Employee must provide written notice to the Board of the existence of such condition(s) within thirty (30) days of the initial existence of such condition(s); (C) the\ncondition(s) specified in such notice must remain uncorrected for thirty (30) days following the Board’s receipt of such written notice; and (D) the date of Employee’s termination of employment must occur within sixty\n(60) days after the initial existence of the condition(s) specified in such notice.\n(d)    Death or\nDisability. Upon the death or Disability of Employee, Employee’s employment with Company shall terminate with no further obligation under this Agreement of either party hereunder except as provided in Section 3(b). For purposes of\nthis Agreement, a “Disability” shall exist if Employee is unable to perform the essential functions of Employee’s position (after accounting for reasonable accommodation, if applicable), due to an illness\nor physical or mental impairment or other incapacity that continues, or can reasonably be expected to continue, for a period in excess of one hundred-twenty (120) consecutive days or one hundred-eighty (180) days in any twelve (12)-month\nperiod, whether or not consecutive. The determination of whether Employee has incurred a Disability shall be made in good faith by the Board.\n(e)    Employee’s Right to Terminate for Convenience. In addition to Employee’s right to terminate\nEmployee’s employment for Good Reason, Employee shall have the right to terminate Employee’s employment with the Company for convenience at any time and for any other reason, or no reason at all, upon thirty (30) days’ advance\nwritten notice to the Company; provided, however, that if Employee has provided notice to the Company of Employee’s termination of employment, the Company may determine, in its sole discretion, that such termination shall be\neffective on any date prior to the effective date of termination provided in such notice (and, if such earlier date is so required, then it shall not change the basis for Employee’s termination of employment nor be construed or interpreted as a\ntermination of employment pursuant to Section 7(b)).\n(f)    Effect of Termination. \n(i)    If Employee’s employment hereunder is terminated by the Company without Cause pursuant to\nSection 7(b) (including upon the expiration of the then-existing Initial Term or Renewal Term, as applicable, as a result of a non-renewal of this Agreement by the Company pursuant to\nSection 4), or is terminated by Employee for Good Reason pursuant to Section 7(c), then so long as (and only if) Employee: (A)\nexecutes on or before the Release Expiration Date, and does not revoke within the time provided by the Company to do so, a release of all claims in a form acceptable to the Company (the\n“Release”), which Release shall release each member of the Company Group and their respective affiliates, and the foregoing entities’ respective shareholders, members, partners, officers, managers, directors,\nfiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of Employee’s employment with the Company and any other member of the\nCompany Group or the termination of such employment, but excluding all claims to severance payments Employee may have under this Section 7; and (B) abides by the terms of each of Sections 9, 10 and\n11, then the Company shall make a severance payment to Employee in a total amount equal to twelve (12) months’ worth of Employee’s Base Salary for the year in which such termination occurs (such total severance payments being\nreferred to as the “Severance Payment”). The Severance Payment will be paid in a single lump sum on the first business day of the Company that is on or after the date that is sixty (60) days after the date on which\nEmployee’s employment terminates (the “Termination Date”).\n(ii)    Notwithstanding anything herein to the contrary, the Severance Payment (and any portion thereof)\nshall not be payable if (A) Employee’s employment hereunder terminates upon the expiration of the then-existing Initial Term or Renewal Term, as applicable, as a result of a non-renewal of this\nAgreement by Employee pursuant to Section 4, or (B) if Employee fails to assume employment with the Company as of the Effective Date for any reason, including in the event that the transactions contemplated in the\nBusiness Combination Agreement are not consummated.\n(iii)    If the Release is not executed and\nreturned to the Company on or before the Release Expiration Date, or the required revocation period has not fully expired without revocation of the Release by Employee, then Employee shall not be entitled to any portion of the Severance Payment. As\nused herein, the “Release Expiration Date” is that date that is twenty-one (21) days following the date upon which the Company delivers the Release to Employee (which shall occur\nno later than seven (7) days after the Termination Date) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age\nDiscrimination in Employment Act of 1967, as amended), the date that is forty-five (45) days following such delivery date.\n(g)    After-Acquired Evidence. Notwithstanding any provision of this Agreement to the contrary, in the event that\nthe Company determines that Employee is eligible to receive the Severance Payment pursuant to Section 7(f) but, after such determination, the Company subsequently acquires evidence or determines that: (i) Employee has failed to\nabide by the terms of Sections 9, 10 or 11; or (ii) a Cause condition existed prior to the Termination Date that, had the Company been fully aware of such condition, would have resulted in the termination of\nEmployee’s employment pursuant to Section 7(a), then the Company shall have the right to cease the payment of any portion of the Severance Payment that has not been paid and Employee shall promptly return to the Company any\nportion of the Severance Payment received by Employee prior to the date that the Company determines that the conditions of this Section 7(g) have been satisfied.\n8.    Disclosures. Promptly (and in any event, within three\nbusiness days) upon becoming aware of (a) any actual or potential Conflict of Interest or (b) any lawsuit, claim or arbitration filed against or involving Employee or any trust or vehicle owned or controlled by Employee, in each case,\nEmployee shall disclose such actual or potential Conflict of Interest or such lawsuit, claim or arbitration to the Board. A “Conflict of Interest” shall exist when Employee engages in, or plans to engage in, any activities,\nassociations, or interests that conflict with Employee’s duties, responsibilities, authorities, or obligations for and to the Company Group.\n9.    Confidentiality. In the course of Employee’s employment with the Company and the performance of\nEmployee’s duties on behalf of the Company Group hereunder, Employee will be provided with, and will have access to, Confidential Information (as defined below). In consideration of Employee’s receipt and access to such Confidential\nInformation and in exchange for other valuable consideration provided hereunder, and as a condition of Employee’s employment, Employee shall comply with this Section 9.\n(a)    Both during the Employment Period and thereafter, except as expressly permitted by this Agreement or by directive\nof the Board, Employee shall not disclose any Confidential Information to any person or entity and shall not use any Confidential Information except for the benefit of the Company Group. Employee acknowledges and agrees that Employee would\ninevitably use and disclose Confidential Information in violation of this Section 9 if Employee were to violate any of the covenants set forth in Section 10. Employee shall follow all Company\npolicies and protocols regarding the physical security of all documents and other material containing Confidential Information (regardless of the medium on which Confidential Information is stored). The covenants of this Section 9(a)\nshall apply to all Confidential Information, whether now known or later to become known to Employee during the period that Employee is employed by or affiliated with the Company or any other member of the Company Group.\n(b)    Notwithstanding any provision of Section 9(a) to the contrary, Employee may make the following\ndisclosures and uses of Confidential Information:\n(i)    disclosures to other employees of the Company\nGroup who have a need to know the information in connection with the businesses of the Company Group;\n(ii)    disclosures to customers and suppliers when, in the reasonable and good faith belief of Employee,\nsuch disclosure is in connection with Employee’s performance of Employee’s duties under this Agreement and is in the best interests of the Company Group;\n(iii)    disclosures and uses that are approved in writing by the Board; or\n(iv)    disclosures to a person or entity that has (x) been retained by a member of the Company Group\nto provide services to one or more members of the Company Group and (y) agreed in writing to abide by the terms of a confidentiality agreement.\n(c)    Upon the expiration of the Employment Period and at any other time upon request of the Company, Employee shall\npromptly surrender and deliver to the Company all\ndocuments (including electronically stored information) and all copies thereof and all other materials of any nature containing or pertaining to all Confidential Information in Employee’s\npossession, custody or control and Employee shall not retain any such document or other materials. Within five (5) business days of any such request, Employee shall certify to the Company in writing that all such documents and materials have\nbeen returned to the Company. Notwithstanding any provision herein to the contrary, if Employee and Company are involved in a dispute at the expiration of the Employment Period or at any other time that a return of documents or other materials is\nrequested by the Company, Employee shall be entitled to deliver a record copy of any documents and materials relevant to such dispute to Employee’s attorney for retention until such time as such dispute is resolved; provided, that\nEmployee’s attorney agrees in writing to be bound by the confidentiality obligations set forth in this Section 9.\n(d)    All trade secrets, non-public information, designs, ideas, concepts,\nimprovements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by or disclosed to Employee, individually or in conjunction with others, during the period that Employee is\nemployed by the Company or any other member of the Company Group (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to any member of the Company Group’s businesses or properties,\nproducts or services (including all such information relating to business opportunities, operations, future plans, methods of doing business, business plans, strategies for developing business and market share, research, financial and sales data,\npricing terms, evaluations, opinions, interpretations, analyses, compilations, forecasts, studies, geophysical data, engineering analyses or reports, geological maps and data, well logs, cartographic data, reserve engineering data, samples,\nacquisition prospects, lists of mineral interests and lease holders, project costs and related details, the identity of customers, producers, gatherers or service providers or their requirements, the identity of key contacts within the organizations\nof customers, producers, gatherers, service providers or acquisition prospects, or marketing and merchandising techniques, prospective names and marks) is defined as “Confidential Information.” Moreover, all documents,\nvideotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic databases, maps,\ndrawings, architectural renditions, models and all other writings or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression are and shall be\nthe sole and exclusive property of the Company Group and be subject to the same restrictions on disclosure applicable to all Confidential Information pursuant to this Agreement. For purposes of this Agreement, Confidential Information shall not\ninclude any information that (i) is or becomes generally available to the public other than as a result of a disclosure or wrongful act of Employee or any of Employee’s agents; (ii) was available to Employee on a non-confidential basis before its disclosure by a member of the Company Group; or (iii) becomes available to Employee on a non-confidential basis from a source other than\na member of the Company Group; provided, however, such source is not bound by a confidentiality agreement with, or other obligation with respect to confidentiality to, a member of the Company Group.\n(e)    Notwithstanding the rest of this Section 9:\n(i)    Employee shall not be prevented from, nor shall Employee be criminally or civilly liable under any\nfederal or state trade secret law for, making a\ndisclosure of trade secrets or other Confidential Information that is: (A) made (x) in confidence to a federal, state or local government official, either directly or indirectly, or to an\nattorney, and (y) solely for the purpose of reporting or investigating a suspected violation of applicable law; (B) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or\n(C) protected under the whistleblower provisions of applicable law; and\n(ii)    in the event\nEmployee files a lawsuit for retaliation by the Company for Employee’s reporting of a suspected violation of law, Employee may (A) disclose a trade secret to Employee’s attorney and (B) use the trade secret information in the\ncourt proceeding related to such lawsuit, in each case, if Employee (x) files any document containing such trade secret under seal; and (y) does not otherwise disclose such trade secret, except pursuant to court order.\n10.    Non-Competition;\nNon-Solicitation.\n(a)    The Company shall provide Employee access to\nConfidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company\nGroup, and in consideration thereof and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee, Employee has voluntarily\nagreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive\nactivities, are reasonable in all respects, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential\nInformation, goodwill and substantial and legitimate business interests.\n(b)    During the Prohibited Period,\nEmployee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:\n(i)    engage in or participate within the Market Area in competition with any member of the Company Group\nin any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly owning, managing, operating, joining, becoming an officer, director, employee or consultant of, or loaning money to, or selling or leasing equipment\nor real estate to or otherwise being affiliated with any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group;\n(ii)    appropriate any Business Opportunity of, or relating to, the Company Group located in the Market\nArea;\n(iii)    solicit, canvass, approach, encourage, entice or induce any customer or supplier of any\nmember of the Company Group to cease or lessen such customer’s or supplier’s business with the Company Group; or\n(iv)    solicit, canvass, approach, encourage, entice or\ninduce any employee or contractor of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group.\n(c)    Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened\nbreach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they\nwould have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of\ncompetent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be\nthe Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.\n(d)    The covenants in this Section 10, and each provision and portion hereof, are\nseverable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall\ndetermine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this\nAgreement shall thereby be reformed.\n(e)    The following terms shall have the following meanings:\n(i)    “Business” shall mean the business and operations that are the\nsame or similar to those performed by the Company and any other member of the Company Group for which Employee provides services or about which Employee obtains Confidential Information during the Employment Period, which business and operations\ninclude the exploration or production of oil or natural gas.\n(ii)    “Business\nOpportunity” shall mean any commercial, investment or other business opportunity relating to the Business.\n(iii)    “Market Area” shall mean: (a) Texas, Loving, Reeves, Culberson,\nPecos, Ward, Winkler counties in the State of Texas; (b) Lea and Eddy counties in the State of New Mexico; (c) Wise County, Texas (for so long as a member of the Company Group owns or leases any assets within such county); and (d) any\nother county in which any member of the Company Group conducts Business during the Employment Period.\n(iv)    “Prohibited Period” shall mean the period during which Employee is employed\nby the Company or any other member of the Company Group and continuing for a period of twelve (12) months following the date that Employee is no longer employed by the Company or any other member of the Company Group.\n11.    Ownership of Intellectual Property.\nEmployee agrees that the Company shall own, and Employee shall (and hereby does) assign, all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and\nindustrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information authored,\ncreated, contributed to, made or conceived or reduced to practice, in whole or in part, by Employee during the period in which Employee is or has been employed by or affiliated with the Company or any other member of the Company Group that either\n(a) relate, at the time of conception, reduction to practice, creation, derivation or development, to any member of the Company Group’s businesses or actual or anticipated research or development, or (b) were developed on any amount\nof the Company’s or any other member of the Company Group’s time or with the use of any member of the Company Group’s equipment, supplies, facilities or trade secret information (all of the foregoing collectively referred to herein as\n“Company Intellectual Property”), and Employee shall promptly disclose all Company Intellectual Property to the Company. All of Employee’s works of authorship and associated copyrights created during the period in which\nEmployee is employed by or affiliated with the Company or any member of the Company Group and in the scope of Employee’s employment shall be deemed to be “works made for hire” within the meaning of the Copyright Act. Employee shall\nperform, during and after the period in which Employee is or has been employed by or affiliated with the Company or any other member of the Company Group, all reasonable acts deemed necessary by the Company to assist the Company Group, at the\nCompany’s expense, in obtaining and enforcing its rights throughout the world in the Company Intellectual Property. Such acts may include execution of documents and assistance or cooperation (i) in the filing, prosecution, registration,\nand memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and\n(iii) in other legal proceedings related to the Company Intellectual Property.\n12.    Defense of\nClaims. During the Employment Period and thereafter, upon request from the Company, Employee shall cooperate with the Company Group in the defense of any claims or actions that may be made by or against any member of the Company Group\nthat relate to Employee’s actual or prior areas of responsibility. The Company shall pay or reimburse Employee for all of Employee’s reasonable travel and other direct expenses reasonably incurred, to comply with Employee’s\nobligations under this Section 12, so long as Employee provides reasonable documentation of such expenses and obtains the Company’s prior approval before incurring such expenses.\n13.    Withholdings; Deductions. The Company may withhold and deduct from any benefits and payments\nmade or to be made pursuant to this Agreement (a) all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling and (b) any deductions consented to in writing by Employee.\n14.    Title and Headings; Construction. Titles and headings to Sections hereof are for the purpose\nof reference only and shall in no way limit, define or otherwise affect the provisions hereof. Any and all Exhibits or Attachments referred to in this Agreement are, by such reference, incorporated herein and made a part hereof for all purposes.\nUnless the context requires otherwise, all references herein to an agreement, instrument or other document shall be deemed to refer to such agreement, instrument or other document as amended, supplemented, modified and restated\nfrom time to time to the extent permitted by the provisions thereof. All references to “dollars” or “$” in this Agreement refer to United States dollars. The words\n“herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement, including all Exhibits attached hereto, and not to any particular provision hereof. Wherever the\ncontext so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. All references to the word “including” shall be construed as meaning “including without\nlimitation.” Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each\nof the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.\n15.    Applicable Law; Submission to Jurisdiction. This Agreement shall in all respects be construed\naccording to the laws of the State of Texas without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction. With respect to any claim or dispute related to or arising under this Agreement,\nthe parties hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts (as applicable) located in the Houston, Texas.\n16.    Entire Agreement and Amendment. This Agreement contains the entire agreement of the parties\nwith respect to the matters covered herein and supersedes all prior and contemporaneous agreements and understandings, oral or written, between the parties hereto concerning the subject matter hereof. This Agreement may be amended only by a written\ninstrument executed by both parties hereto. In entering into this Agreement, Employee expressly acknowledges and agrees that Employee has received all sums and compensation that Employee has been owed or ever could be owed (with the exception of any\nbase salary first earned in the pay period including the Effective Date) by any current or former employer for all periods prior to the date hereof.\n17.    Waiver of Breach. Any waiver of this Agreement must be executed by the party to be bound by\nsuch waiver. No waiver by either party hereto of a breach of any provision of this Agreement by the other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be\nconstrued as a waiver of any subsequent breach by such other party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure of either party hereto to take any action by reason of any breach will not deprive\nsuch party of the right to take action at any time.\n18.    Assignment. This Agreement is\npersonal to Employee, and neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise transferred by Employee. The Company may assign this Agreement without Employee’s consent, including to any member of the\nCompany Group and to any successor (whether by merger, purchase or otherwise) to all or substantially all of the equity, assets or businesses of the Company.\n19.    Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to\nhave been duly received (a) when delivered in person, (b) when sent by facsimile transmission (with confirmation of transmission) on a Business Day to the number set forth below, if applicable; provided, however, that if a\nnotice is sent by facsimile transmission after normal\nbusiness hours of the recipient or on a non-Business Day, then it shall be deemed to have been received on the next Business Day after it is sent,\n(c) on the first Business Day after such notice is sent by express overnight courier service, or (d) on the second Business Day following deposit with an internationally-recognized second-day courier\nservice with proof of receipt maintained, in each case, to the following address, as applicable:"} +{"idx": 60, "level": 1, "span": "If to the Company, addressed to:\nRosehill Operating Company, LLC\n16200 Park Row, Suite 300\nHouston, TX 77084\nFacsimile:\n(281) 829-0856\nAttention: Gary C. Hanna"} +{"idx": 60, "level": 1, "span": "If to Employee, addressed to:\nEmployee’s last known address on file with the Company.\n20.    Counterparts. This Agreement may be executed in any number of counterparts, including by\nelectronic mail or facsimile, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple\nsignature pages, each signed by one party, but together signed by both parties hereto.\n21.    Deemed\nResignations. Except as otherwise determined by the Board or as otherwise agreed to in writing by Employee and any member of the Company Group prior to the termination of Employee’s employment with the Company or any member of\nthe Company Group, any termination of Employee’s employment shall constitute, as applicable, an automatic resignation of Employee: (a) as an officer of the Company and each member of the Company Group; (b) from the Board; and\n(c) from the board of directors or board of managers (or similar governing body) of any member of the Company Group and from the board of directors or board of managers (or similar governing body) of any corporation, limited liability entity,\nunlimited liability entity or other entity in which any member of the Company Group holds an equity interest and with respect to which board of directors or board of managers (or similar governing body) Employee serves as such Company Group\nmember’s designee or other representative.\n22.    Section 409A. \n(a)    Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to\ncomply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section\n409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation\nfrom service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to\nbe made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A.\n(b)    To the extent that any right to reimbursement of expenses or payment\nof any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than\nthe last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or\nexchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b)\nof the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect.\n(c)    Notwithstanding any provision in this Agreement to the contrary, if any payment or benefit provided for herein\nwould be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six\n(6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment\nDate. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable\nfor all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.\n23.    Certain Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if Employee is\na “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Employee has the right to receive from the Company\nor any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (i) reduced (but not below zero) so that\nthe present value of such total amounts and benefits received by Employee from the Company or any of its affiliates shall be one dollar ($1.00) less than three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the\nCode) and so that no portion of such amounts and benefits received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (ii) paid in full, whichever produces the better net\nafter-tax position to Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if\napplicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and\ncontinuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The\ndetermination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or\notherwise that\npayment or benefit, when aggregated with other payments and benefits from the Company or any of its affiliates used in determining if a “parachute payment” exists, exceeds one dollar\n($1.00) less than three times Employee’s base amount, then Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 24 shall require\nthe Company to be responsible for, or have any liability or obligation with respect to, Employee’s excise tax liabilities under Section 4999 of the Code.\n24.    Clawback. To the extent required by applicable law or any applicable securities exchange listing\nstandards, or as otherwise determined by the Board (or a committee thereof), amounts paid or payable under this Agreement shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company, which clawback\npolicies or procedures may provide for forfeiture and/or recoupment of amounts paid or payable under this Agreement. Notwithstanding any provision of this Agreement to the contrary, the Company reserves the right, without the consent of\nEmployee, to adopt any such clawback policies and procedures, including such policies and procedures applicable to this Agreement with retroactive effect.\n25.    Effect of Termination. The provisions of Sections 7, 9-13 and 21 and\nthose provisions necessary to interpret and enforce them, shall survive any termination of this Agreement and any termination of the employment relationship between Employee and the Company.\n26.    Third-Party Beneficiaries. Each member of the Company Group that is not a signatory to this Agreement\nshall be a third-party beneficiary of Employee’s obligations under Sections 8, 9, 10, 11 and 12 and shall be entitled to enforce such obligations as if a party hereto.\n27.    Severability. If an arbitrator or court of competent jurisdiction determines that any provision of\nthis Agreement (or portion thereof) is invalid or unenforceable, then the invalidity or unenforceability of that provision (or portion thereof) shall not affect the validity or enforceability of any other provision of this Agreement, and all other\nprovisions shall remain in full force and effect.\n[Remainder of Page Intentionally Blank;\nSignature Page Follows]"} +{"idx": 60, "level": 2, "span": "20.    Counterparts\nThis Agreement may be executed in any number of counterparts, including by\nelectronic mail or facsimile, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple\nsignature pages, each signed by one party, but together signed by both parties hereto."} +{"idx": 60, "level": 2, "span": "21.    Deemed\nResignations. Except as otherwise determined by the Board or as otherwise agreed to in writing by Employee and any member of the Company Group prior to the termination of Employee’s employment with the Company or any member of\nthe Company Group, any termination of Employee’s employment shall constitute, as applicable, an automatic resignation of Employee: (a) as an officer of the Company and each member of the Company Group; (b) from the Board; and\n(c) from the board of directors or board of managers (or similar governing body) of any member of the Company Group and from the board of directors or board of managers (or similar governing body) of any corporation, limited liability entity,\nunlimited liability entity or other entity in which any member of the Company Group holds an equity interest and with respect to which board of directors or board of managers (or similar governing body) Employee serves as such Company Group\nmember’s designee or other representative."} +{"idx": 60, "level": 2, "span": "22.    Section 409A"} +{"idx": 60, "level": 3, "span": "(a)    Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to\ncomply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section\n409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation\nfrom service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to\nbe made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A."} +{"idx": 60, "level": 3, "span": "(b)    To the extent that any right to reimbursement of expenses or payment\nof any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than\nthe last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or\nexchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b)\nof the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect."} +{"idx": 60, "level": 3, "span": "(c)    Notwithstanding any provision in this Agreement to the contrary, if any payment or benefit provided for herein\nwould be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six\n(6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment\nDate. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable\nfor all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A."} +{"idx": 60, "level": 2, "span": "23.    Certain Excise Taxes\nNotwithstanding anything to the contrary in this Agreement, if Employee is\na “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Employee has the right to receive from the Company\nor any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (i) reduced (but not below zero) so that\nthe present value of such total amounts and benefits received by Employee from the Company or any of its affiliates shall be one dollar ($1.00) less than three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the\nCode) and so that no portion of such amounts and benefits received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (ii) paid in full, whichever produces the better net\nafter-tax position to Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if\napplicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and\ncontinuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The\ndetermination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or\notherwise that"} +{"idx": 60, "level": 2, "span": "24.    Clawback\nTo the extent required by applicable law or any applicable securities exchange listing\nstandards, or as otherwise determined by the Board (or a committee thereof), amounts paid or payable under this Agreement shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company, which clawback\npolicies or procedures may provide for forfeiture and/or recoupment of amounts paid or payable under this Agreement. Notwithstanding any provision of this Agreement to the contrary, the Company reserves the right, without the consent of\nEmployee, to adopt any such clawback policies and procedures, including such policies and procedures applicable to this Agreement with retroactive effect."} +{"idx": 60, "level": 2, "span": "25.    Effect of Termination\nThe provisions of Sections 7, 9-13 and 21 and\nthose provisions necessary to interpret and enforce them, shall survive any termination of this Agreement and any termination of the employment relationship between Employee and the Company."} +{"idx": 60, "level": 2, "span": "26.    Third-Party Beneficiaries\nEach member of the Company Group that is not a signatory to this Agreement\nshall be a third-party beneficiary of Employee’s obligations under Sections 8, 9, 10, 11 and 12 and shall be entitled to enforce such obligations as if a party hereto."} +{"idx": 60, "level": 2, "span": "27.    Severability\nIf an arbitrator or court of competent jurisdiction determines that any provision of\nthis Agreement (or portion thereof) is invalid or unenforceable, then the invalidity or unenforceability of that provision (or portion thereof) shall not affect the validity or enforceability of any other provision of this Agreement, and all other\nprovisions shall remain in full force and effect."} +{"idx": 60, "level": 2, "span": "1.    Employment\nDuring the Employment Period (as defined in Section 4),\nthe Company shall employ Employee, and Employee shall serve, as      of the Company and in such other position or positions as may be assigned from time to time, with Employee’s consent, by the [Company] [board of directors\n(the “Board”) of KLR Energy Acquisition Corp., a Delaware corporation that is expected to be converted into Rosehill Resources Inc. in connection with the closing of the transaction contemplated by the Business Combination\nAgreement (as defined below) and parent of the Company (the “Parent”)]."} +{"idx": 60, "level": 2, "span": "2.    Duties\nand Responsibilities of Employee."} +{"idx": 60, "level": 3, "span": "(a)    During the Employment Period, Employee shall devote\nEmployee’s full business time, attention and best efforts to the business of the Parent [(as defined below)] and its direct and indirect subsidiaries including the Company (collectively, the “Company Group”) as may be\nrequested by the [Company] [Board] from time to time. Employee’s duties shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to\nEmployee by the [Company] [Board] from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Agreement, (i) as a passive investment, own\npublicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior\nwritten consent of the [board of directors (the “Board”) of KLR Energy Acquisition Corp., a Delaware corporation that is expected to be converted into Rosehill Resources Inc. in connection with the closing of the transaction\ncontemplated by the Business Combination Agreement (as defined below) and parent of the Company (the “Parent”)] [Board], engage in other personal and passive investment activities, in each case, so long as such interests or\nactivities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or competitive with the business of\nthe Company Group."} +{"idx": 60, "level": 3, "span": "(b)    Employee hereby represents and warrants that Employee is not the subject of, or a party to,\nany employment agreement, non-competition, non-solicitation, restrictive covenant, non-disclosure agreement, or any other\nagreement, obligation, restriction or understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit\nor affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information\nbelonging to any prior employer (excluding any member of the Company Group) in the course of performing services for any member of the Company Group, and Employee shall not do so. Employee shall not introduce documents or other materials containing\nconfidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group."} +{"idx": 60, "level": 3, "span": "(c)    Employee owes each member of the Company Group fiduciary duties\n(including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in\nthis Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law."} +{"idx": 60, "level": 2, "span": "3.    Compensation."} +{"idx": 60, "level": 3, "span": "(a)    Base Salary\nDuring the Employment Period, the Company shall pay to Employee an annualized base salary of\n$     (the “Base Salary”) in consideration for Employee’s services under this Agreement, payable in substantially equal installments in conformity with the Company’s customary payroll practices\nfor similarly situated employees as may exist from time to time, but no less frequently than monthly."} +{"idx": 60, "level": 3, "span": "(b)    Annual Bonus\nEmployee shall be eligible for discretionary bonus compensation for each complete calendar\nyear that Employee is employed by the Company hereunder (the “Annual Bonus”). The performance targets that must be achieved in order to be eligible for certain bonus levels shall be established by the Board (or a\ncommittee thereof) annually, in its sole discretion, and communicated to Employee within the first ninety (90) days of the applicable calendar year (the “Bonus Year”). Notwithstanding the foregoing, Employee shall be\neligible to receive a discretionary, pro rata bonus for the portion of the 2017 calendar year that Employee is employed by the Company hereunder (the “2017 Bonus”). Each Annual Bonus (including the 2017 Bonus), if any,\nshall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than March 15 following the\nend of such Bonus Year. Notwithstanding anything in this Section 3(b) to the contrary, no Annual Bonus (including the 2017 Bonus), if any, nor any portion thereof, shall be payable for any Bonus Year unless Employee remains\ncontinuously employed by the Company from the Effective Date through the last day of the applicable Bonus Year, except that, in the event that Employee’s employment terminates pursuant to Section 7(b), 7(c) or 7(d) or upon\nthe expiration of the then-existing Initial Term or Renewal Term, as applicable, as a result of a non-renewal of this Agreement by the Company pursuant to Section 4), Employee shall\nbe eligible to receive a pro rata bonus for the calendar year in which such termination occurs, payable on the date annual bonuses are paid to similarly situated employees who have continued employment with the Company; provided that\nEmployee executes on or before the Release Expiration Date (as defined below), and does not revoke within the time provided by the Company to do so, a Release (as defined below)."} +{"idx": 60, "level": 3, "span": "(c)    Long-Term Incentive Plan Awards\nEmployee shall be eligible to receive annual awards under the Rosehill\nResources Inc. Long-Term Incentive Plan (the “LTIP”) on such terms and conditions as the Board (or a committee thereof) shall determine from time to time. All awards granted to Employee under the LTIP, if any, shall be\nsubject to and governed by the terms and provisions of the LTIP as in effect from time to time and the award agreements evidencing"} +{"idx": 60, "level": 2, "span": "4.    Term of Employment\nThe initial term of\nEmployee’s employment under this Agreement shall be for the period beginning on date of the closing of the transaction contemplated in that certain Business Combination Agreement, dated as of December 20, 2016, by and between KLR Energy\nAcquisition Corp., a Delaware corporation and Tema Oil and Gas Company, a Maryland corporation (as amended, the “Business Combination Agreement” and such date, the “Effective Date”), and ending on the\nsecond anniversary of the Effective Date (the “Initial Term”). On the second anniversary of the Effective Date and on each subsequent anniversary thereafter, the term of Employee’s employment under this Agreement shall\nautomatically renew and extend for a period of twelve (12) months (each such twelve-month period being a “Renewal Term”) unless written notice of non-renewal is delivered by either\nparty to the other not less than thirty (30) days prior to the expiration of the then-existing Initial Term or Renewal Term, as applicable. Notwithstanding any other provision of this Agreement, Employee’s employment pursuant to this\nAgreement may be terminated at any time in accordance with Section 7. The period from the Effective Date through the expiration of this Agreement or, if sooner, the termination of Employee’s employment pursuant to this\nAgreement, regardless of the time or reason for such termination, shall be referred to herein as the “Employment Period.”"} +{"idx": 60, "level": 2, "span": "5.    Business Expenses\nSubject to Section 22 and the Company’s policies\nthen in effect, the Company shall reimburse Employee for Employee’s reasonable out-of-pocket business-related expenses actually incurred in the performance of\nEmployee’s duties under this Agreement so long as Employee timely submits all documentation for such reimbursement, as required by Company policy in effect from time to time. Any such reimbursement of expenses shall be made by the Company upon\nor as soon as practicable following receipt of such documentation (but in any event not later than the close of Employee’s taxable year following the taxable year in which the expense is incurred by Employee). In no event shall any\nreimbursement be made to Employee for such expenses incurred after the date of Employee’s termination of employment with the Company."} +{"idx": 60, "level": 2, "span": "6.    Benefits; Vacation."} +{"idx": 60, "level": 3, "span": "(a)    Benefits\nDuring the Employment Period, Employee shall be eligible to participate in the same benefit plans\nand programs in which other similarly situated Company employees are eligible to participate, subject to the terms and conditions of the applicable plans and programs in effect from time to time. The Company shall not, however, by reason of this\nSection 6, be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any such plan or policy, so long as such changes are similarly applicable to similarly situated Company employees\ngenerally."} +{"idx": 60, "level": 3, "span": "(b)    Vacation\nEmployee shall be eligible to take up to      weeks paid\nvacation each complete calendar year (an aggregate of two (2) weeks (which equals 10 days) of which may be carried forward to succeeding calendar years), which shall accrue and be taken, and which may increase, in accordance with the\nCompany’s vacation policy as in effect from time to time. For the avoidance of doubt, Employee’s vacation shall be pro-rated for the calendar year that includes the"} +{"idx": 60, "level": 2, "span": "7.    Termination of Employment."} +{"idx": 60, "level": 3, "span": "(a)    Company’s Right to Terminate Employee’s Employment for Cause\nThe\nCompany shall have the right to terminate Employee’s employment hereunder at any time for “Cause.” For purposes of this Agreement, “Cause” shall mean:"} +{"idx": 60, "level": 4, "span": "(i)    Employee’s material breach of this Agreement or any other written agreement between Employee\nand one or more members of the Company Group, including Employee’s breach of any material representation, warranty or covenant made under any such agreement, or Employee’s breach of any policy or code of conduct established by a member of\nthe Company Group and applicable to Employee;"} +{"idx": 60, "level": 4, "span": "(ii)    the commission of an act of gross negligence,\nwillful misconduct, breach of fiduciary duty, fraud, theft or embezzlement on the part of Employee;"} +{"idx": 60, "level": 4, "span": "(iii)    the commission by Employee of, or conviction or indictment of Employee for, or plea of nolo\ncontendere by Employee to, any felony (or state law equivalent) or any crime involving moral turpitude; or"} +{"idx": 60, "level": 4, "span": "(iv)    Employee’s willful failure or refusal, other than due to Disability, to perform\nEmployee’s obligations pursuant to this Agreement or to follow any lawful directive from the [Company] [Board], as determined by the [Company] [Board (sitting without Employee, if applicable)]; provided, however, that if\nEmployee’s actions or omissions as set forth in this Section 7(a)(iv) are of such a nature that the [Company] [Board] determines that they are curable by Employee, such actions or omissions must remain uncured thirty\n(30) days after the [Company] [Board] has provided Employee written notice of the obligation to cure such actions or omissions."} +{"idx": 60, "level": 3, "span": "(b)    Company’s Right to Terminate for Convenience\nThe Company shall have the right to\nterminate Employee’s employment for convenience at any time and for any reason, or no reason at all, upon written notice to Employee."} +{"idx": 60, "level": 3, "span": "(c)    Employee’s Right to Terminate for Good Reason\nEmployee shall have the right to terminate\nEmployee’s employment with the Company at any time for “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean:"} +{"idx": 60, "level": 4, "span": "(i)    a material diminution in Employee’s Base Salary (other than an\nacross-the-board reduction that affects similarly-situated employees in substantially the same proportion as Employee) or authority, duties and responsibilities with the\nCompany or its Subsidiaries; provided, however, that if Employee is serving as an officer or member of the board of directors (or similar governing body) of any member of the Company Group or any other entity in which a member of the Company\nGroup holds an equity interest, in no event shall the removal of Employee as an officer or board member, regardless of the reason for such removal, constitute Good Reason;"} +{"idx": 60, "level": 4, "span": "(ii)    a material breach by the Company of any of its\ncovenants or obligations under this Agreement; or"} +{"idx": 60, "level": 4, "span": "(iii)    the relocation of the geographic location\nof Employee’s principal place of employment by more than seventy-five (75) miles from the location of Employee’s principal place of employment as of the Effective Date."} +{"idx": 60, "level": 3, "span": "(d)    Death or\nDisability. Upon the death or Disability of Employee, Employee’s employment with Company shall terminate with no further obligation under this Agreement of either party hereunder except as provided in Section 3(b). For purposes of\nthis Agreement, a “Disability” shall exist if Employee is unable to perform the essential functions of Employee’s position (after accounting for reasonable accommodation, if applicable), due to an illness\nor physical or mental impairment or other incapacity that continues, or can reasonably be expected to continue, for a period in excess of one hundred-twenty (120) consecutive days or one hundred-eighty (180) days in any twelve (12)-month\nperiod, whether or not consecutive. The determination of whether Employee has incurred a Disability shall be made in good faith by the Board."} +{"idx": 60, "level": 3, "span": "(e)    Employee’s Right to Terminate for Convenience\nIn addition to Employee’s right to terminate\nEmployee’s employment for Good Reason, Employee shall have the right to terminate Employee’s employment with the Company for convenience at any time and for any other reason, or no reason at all, upon thirty (30) days’ advance\nwritten notice to the Company; provided, however, that if Employee has provided notice to the Company of Employee’s termination of employment, the Company may determine, in its sole discretion, that such termination shall be\neffective on any date prior to the effective date of termination provided in such notice (and, if such earlier date is so required, then it shall not change the basis for Employee’s termination of employment nor be construed or interpreted as a\ntermination of employment pursuant to Section 7(b))."} +{"idx": 60, "level": 3, "span": "(f)    Effect of Termination"} +{"idx": 60, "level": 4, "span": "(i)    If Employee’s employment hereunder is terminated by the Company without Cause pursuant to\nSection 7(b) (including upon the expiration of the then-existing Initial Term or Renewal Term, as applicable, as a result of a non-renewal of this Agreement by the Company pursuant to\nSection 4), or is terminated by Employee for Good Reason pursuant to Section 7(c), then so long as (and only if) Employee: (A)"} +{"idx": 60, "level": 4, "span": "(ii)    Notwithstanding anything herein to the contrary, the Severance Payment (and any portion thereof)\nshall not be payable if (A) Employee’s employment hereunder terminates upon the expiration of the then-existing Initial Term or Renewal Term, as applicable, as a result of a non-renewal of this\nAgreement by Employee pursuant to Section 4, or (B) if Employee fails to assume employment with the Company as of the Effective Date for any reason, including in the event that the transactions contemplated in the\nBusiness Combination Agreement are not consummated."} +{"idx": 60, "level": 4, "span": "(iii)    If the Release is not executed and\nreturned to the Company on or before the Release Expiration Date, or the required revocation period has not fully expired without revocation of the Release by Employee, then Employee shall not be entitled to any portion of the Severance Payment. As\nused herein, the “Release Expiration Date” is that date that is twenty-one (21) days following the date upon which the Company delivers the Release to Employee (which shall occur\nno later than seven (7) days after the Termination Date) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age\nDiscrimination in Employment Act of 1967, as amended), the date that is forty-five (45) days following such delivery date."} +{"idx": 60, "level": 3, "span": "(g)    After-Acquired Evidence\nNotwithstanding any provision of this Agreement to the contrary, in the event that\nthe Company determines that Employee is eligible to receive the Severance Payment pursuant to Section 7(f) but, after such determination, the Company subsequently acquires evidence or determines that: (i) Employee has failed to\nabide by the terms of Sections 9, 10 or 11; or (ii) a Cause condition existed prior to the Termination Date that, had the Company been fully aware of such condition, would have resulted in the termination of\nEmployee’s employment pursuant to Section 7(a), then the Company shall have the right to cease the payment of any portion of the Severance Payment that has not been paid and Employee shall promptly return to the Company any\nportion of the Severance Payment received by Employee prior to the date that the Company determines that the conditions of this Section 7(g) have been satisfied."} +{"idx": 60, "level": 2, "span": "8.    Disclosures\nPromptly (and in any event, within three\nbusiness days) upon becoming aware of (a) any actual or potential Conflict of Interest or (b) any lawsuit, claim or arbitration filed against or involving Employee or any trust or vehicle owned or controlled by Employee, in each case,\nEmployee shall disclose such actual or potential Conflict of Interest or such lawsuit, claim or arbitration to the Board. A “Conflict of Interest” shall exist when Employee engages in, or plans to engage in, any activities,\nassociations, or interests that conflict with Employee’s duties, responsibilities, authorities, or obligations for and to the Company Group."} +{"idx": 60, "level": 2, "span": "9.    Confidentiality\nIn the course of Employee’s employment with the Company and the performance of\nEmployee’s duties on behalf of the Company Group hereunder, Employee will be provided with, and will have access to, Confidential Information (as defined below). In consideration of Employee’s receipt and access to such Confidential\nInformation and in exchange for other valuable consideration provided hereunder, and as a condition of Employee’s employment, Employee shall comply with this Section 9."} +{"idx": 60, "level": 3, "span": "(a)    Both during the Employment Period and thereafter, except as expressly permitted by this Agreement or by directive\nof the Board, Employee shall not disclose any Confidential Information to any person or entity and shall not use any Confidential Information except for the benefit of the Company Group. Employee acknowledges and agrees that Employee would\ninevitably use and disclose Confidential Information in violation of this Section 9 if Employee were to violate any of the covenants set forth in Section 10. Employee shall follow all Company\npolicies and protocols regarding the physical security of all documents and other material containing Confidential Information (regardless of the medium on which Confidential Information is stored). The covenants of this Section 9(a)\nshall apply to all Confidential Information, whether now known or later to become known to Employee during the period that Employee is employed by or affiliated with the Company or any other member of the Company Group."} +{"idx": 60, "level": 3, "span": "(b)    Notwithstanding any provision of Section 9(a) to the contrary, Employee may make the following\ndisclosures and uses of Confidential Information:"} +{"idx": 60, "level": 4, "span": "(i)    disclosures to other employees of the Company\nGroup who have a need to know the information in connection with the businesses of the Company Group;"} +{"idx": 60, "level": 4, "span": "(ii)    disclosures to customers and suppliers when, in the reasonable and good faith belief of Employee,\nsuch disclosure is in connection with Employee’s performance of Employee’s duties under this Agreement and is in the best interests of the Company Group;"} +{"idx": 60, "level": 4, "span": "(iii)    disclosures and uses that are approved in writing by the Board; or"} +{"idx": 60, "level": 4, "span": "(iv)    disclosures to a person or entity that has (x) been retained by a member of the Company Group\nto provide services to one or more members of the Company Group and (y) agreed in writing to abide by the terms of a confidentiality agreement."} +{"idx": 60, "level": 3, "span": "(c)    Upon the expiration of the Employment Period and at any other time upon request of the Company, Employee shall\npromptly surrender and deliver to the Company all"} +{"idx": 60, "level": 3, "span": "(d)    All trade secrets, non-public information, designs, ideas, concepts,\nimprovements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by or disclosed to Employee, individually or in conjunction with others, during the period that Employee is\nemployed by the Company or any other member of the Company Group (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to any member of the Company Group’s businesses or properties,\nproducts or services (including all such information relating to business opportunities, operations, future plans, methods of doing business, business plans, strategies for developing business and market share, research, financial and sales data,\npricing terms, evaluations, opinions, interpretations, analyses, compilations, forecasts, studies, geophysical data, engineering analyses or reports, geological maps and data, well logs, cartographic data, reserve engineering data, samples,\nacquisition prospects, lists of mineral interests and lease holders, project costs and related details, the identity of customers, producers, gatherers or service providers or their requirements, the identity of key contacts within the organizations\nof customers, producers, gatherers, service providers or acquisition prospects, or marketing and merchandising techniques, prospective names and marks) is defined as “Confidential Information.” Moreover, all documents,\nvideotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic databases, maps,\ndrawings, architectural renditions, models and all other writings or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression are and shall be\nthe sole and exclusive property of the Company Group and be subject to the same restrictions on disclosure applicable to all Confidential Information pursuant to this Agreement. For purposes of this Agreement, Confidential Information shall not\ninclude any information that (i) is or becomes generally available to the public other than as a result of a disclosure or wrongful act of Employee or any of Employee’s agents; (ii) was available to Employee on a non-confidential basis before its disclosure by a member of the Company Group; or (iii) becomes available to Employee on a non-confidential basis from a source other than\na member of the Company Group; provided, however, such source is not bound by a confidentiality agreement with, or other obligation with respect to confidentiality to, a member of the Company Group."} +{"idx": 60, "level": 3, "span": "(e)    Notwithstanding the rest of this Section 9:"} +{"idx": 60, "level": 4, "span": "(i)    Employee shall not be prevented from, nor shall Employee be criminally or civilly liable under any\nfederal or state trade secret law for, making a"} +{"idx": 60, "level": 4, "span": "(ii)    in the event\nEmployee files a lawsuit for retaliation by the Company for Employee’s reporting of a suspected violation of law, Employee may (A) disclose a trade secret to Employee’s attorney and (B) use the trade secret information in the\ncourt proceeding related to such lawsuit, in each case, if Employee (x) files any document containing such trade secret under seal; and (y) does not otherwise disclose such trade secret, except pursuant to court order."} +{"idx": 60, "level": 2, "span": "10.    Non-Competition;\nNon-Solicitation."} +{"idx": 60, "level": 3, "span": "(a)    The Company shall provide Employee access to\nConfidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company\nGroup, and in consideration thereof and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee, Employee has voluntarily\nagreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive\nactivities, are reasonable in all respects, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential\nInformation, goodwill and substantial and legitimate business interests."} +{"idx": 60, "level": 3, "span": "(b)    During the Prohibited Period,\nEmployee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:"} +{"idx": 60, "level": 4, "span": "(i)    engage in or participate within the Market Area in competition with any member of the Company Group\nin any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly owning, managing, operating, joining, becoming an officer, director, employee or consultant of, or loaning money to, or selling or leasing equipment\nor real estate to or otherwise being affiliated with any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group;"} +{"idx": 60, "level": 4, "span": "(ii)    appropriate any Business Opportunity of, or relating to, the Company Group located in the Market\nArea;"} +{"idx": 60, "level": 4, "span": "(iii)    solicit, canvass, approach, encourage, entice or induce any customer or supplier of any\nmember of the Company Group to cease or lessen such customer’s or supplier’s business with the Company Group; or"} +{"idx": 60, "level": 4, "span": "(iv)    solicit, canvass, approach, encourage, entice or\ninduce any employee or contractor of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group."} +{"idx": 60, "level": 3, "span": "(c)    Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened\nbreach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they\nwould have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of\ncompetent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be\nthe Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity."} +{"idx": 60, "level": 3, "span": "(d)    The covenants in this Section 10, and each provision and portion hereof, are\nseverable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall\ndetermine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this\nAgreement shall thereby be reformed."} +{"idx": 60, "level": 3, "span": "(e)    The following terms shall have the following meanings:"} +{"idx": 60, "level": 4, "span": "(i)    “Business” shall mean the business and operations that are the\nsame or similar to those performed by the Company and any other member of the Company Group for which Employee provides services or about which Employee obtains Confidential Information during the Employment Period, which business and operations\ninclude the exploration or production of oil or natural gas."} +{"idx": 60, "level": 4, "span": "(ii)    “Business\nOpportunity” shall mean any commercial, investment or other business opportunity relating to the Business."} +{"idx": 60, "level": 4, "span": "(iii)    “Market Area” shall mean: (a) Texas, Loving, Reeves, Culberson,\nPecos, Ward, Winkler counties in the State of Texas; (b) Lea and Eddy counties in the State of New Mexico; (c) Wise County, Texas (for so long as a member of the Company Group owns or leases any assets within such county); and (d) any\nother county in which any member of the Company Group conducts Business during the Employment Period."} +{"idx": 60, "level": 4, "span": "(iv)    “Prohibited Period” shall mean the period during which Employee is employed\nby the Company or any other member of the Company Group and continuing for a period of twelve (12) months following the date that Employee is no longer employed by the Company or any other member of the Company Group."} +{"idx": 60, "level": 2, "span": "11.    Ownership of Intellectual Property\nEmployee agrees that the Company shall own, and Employee shall (and hereby does) assign, all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and\nindustrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information authored,\ncreated, contributed to, made or conceived or reduced to practice, in whole or in part, by Employee during the period in which Employee is or has been employed by or affiliated with the Company or any other member of the Company Group that either\n(a) relate, at the time of conception, reduction to practice, creation, derivation or development, to any member of the Company Group’s businesses or actual or anticipated research or development, or (b) were developed on any amount\nof the Company’s or any other member of the Company Group’s time or with the use of any member of the Company Group’s equipment, supplies, facilities or trade secret information (all of the foregoing collectively referred to herein as\n“Company Intellectual Property”), and Employee shall promptly disclose all Company Intellectual Property to the Company. All of Employee’s works of authorship and associated copyrights created during the period in which\nEmployee is employed by or affiliated with the Company or any member of the Company Group and in the scope of Employee’s employment shall be deemed to be “works made for hire” within the meaning of the Copyright Act. Employee shall\nperform, during and after the period in which Employee is or has been employed by or affiliated with the Company or any other member of the Company Group, all reasonable acts deemed necessary by the Company to assist the Company Group, at the\nCompany’s expense, in obtaining and enforcing its rights throughout the world in the Company Intellectual Property. Such acts may include execution of documents and assistance or cooperation (i) in the filing, prosecution, registration,\nand memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and\n(iii) in other legal proceedings related to the Company Intellectual Property."} +{"idx": 60, "level": 2, "span": "12.    Defense of\nClaims. During the Employment Period and thereafter, upon request from the Company, Employee shall cooperate with the Company Group in the defense of any claims or actions that may be made by or against any member of the Company Group\nthat relate to Employee’s actual or prior areas of responsibility. The Company shall pay or reimburse Employee for all of Employee’s reasonable travel and other direct expenses reasonably incurred, to comply with Employee’s\nobligations under this Section 12, so long as Employee provides reasonable documentation of such expenses and obtains the Company’s prior approval before incurring such expenses."} +{"idx": 60, "level": 2, "span": "13.    Withholdings; Deductions\nThe Company may withhold and deduct from any benefits and payments\nmade or to be made pursuant to this Agreement (a) all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling and (b) any deductions consented to in writing by Employee."} +{"idx": 60, "level": 2, "span": "14.    Title and Headings; Construction\nTitles and headings to Sections hereof are for the purpose\nof reference only and shall in no way limit, define or otherwise affect the provisions hereof. Any and all Exhibits or Attachments referred to in this Agreement are, by such reference, incorporated herein and made a part hereof for all purposes.\nUnless the context requires otherwise, all references herein to an agreement, instrument or other document shall be deemed to refer to such agreement, instrument or other document as amended, supplemented, modified and restated"} +{"idx": 60, "level": 2, "span": "15.    Applicable Law; Submission to Jurisdiction\nThis Agreement shall in all respects be construed\naccording to the laws of the State of Texas without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction. With respect to any claim or dispute related to or arising under this Agreement,\nthe parties hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts (as applicable) located in the Houston, Texas."} +{"idx": 60, "level": 2, "span": "16.    Entire Agreement and Amendment\nThis Agreement contains the entire agreement of the parties\nwith respect to the matters covered herein and supersedes all prior and contemporaneous agreements and understandings, oral or written, between the parties hereto concerning the subject matter hereof. This Agreement may be amended only by a written\ninstrument executed by both parties hereto. In entering into this Agreement, Employee expressly acknowledges and agrees that Employee has received all sums and compensation that Employee has been owed or ever could be owed (with the exception of any\nbase salary first earned in the pay period including the Effective Date) by any current or former employer for all periods prior to the date hereof."} +{"idx": 60, "level": 2, "span": "17.    Waiver of Breach\nAny waiver of this Agreement must be executed by the party to be bound by\nsuch waiver. No waiver by either party hereto of a breach of any provision of this Agreement by the other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be\nconstrued as a waiver of any subsequent breach by such other party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure of either party hereto to take any action by reason of any breach will not deprive\nsuch party of the right to take action at any time."} +{"idx": 60, "level": 2, "span": "18.    Assignment\nThis Agreement is\npersonal to Employee, and neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise transferred by Employee. The Company may assign this Agreement without Employee’s consent, including to any member of the\nCompany Group and to any successor (whether by merger, purchase or otherwise) to all or substantially all of the equity, assets or businesses of the Company."} +{"idx": 60, "level": 2, "span": "19.    Notices\nNotices provided for in this Agreement shall be in writing and shall be deemed to\nhave been duly received (a) when delivered in person, (b) when sent by facsimile transmission (with confirmation of transmission) on a Business Day to the number set forth below, if applicable; provided, however, that if a\nnotice is sent by facsimile transmission after normal"} +{"idx": 60, "level": 1, "span": "IN WITNESS WHEREOF,"} +{"idx": 60, "level": 1, "span": "SIGNATURE\nPAGE TO"} +{"idx": 60, "level": 1, "span": "EMPLOYMENT AGREEMENT"} diff --git a/data/auto_parse/level_freeze/frozen/idx_61.jsonl b/data/auto_parse/level_freeze/frozen/idx_61.jsonl new file mode 100644 index 0000000..c33a79d --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_61.jsonl @@ -0,0 +1,128 @@ +{"idx": 61, "level": 1, "span": "RODIN GLOBAL PROPERTY TRUST, INC."} +{"idx": 61, "level": 1, "span": "LONG-TERM INCENTIVE PLAN"} +{"idx": 61, "level": 1, "span": "RODIN GLOBAL PROPERTY TRUST, INC."} +{"idx": 61, "level": 1, "span": "LONG TERM INCENTIVE PLAN"} +{"idx": 61, "level": 1, "span": "RODIN GLOBAL PROPERTY TRUST, INC."} +{"idx": 61, "level": 1, "span": "LONG TERM INCENTIVE PLAN"} +{"idx": 61, "level": 2, "span": "ARTICLE 1"} +{"idx": 61, "level": 2, "span": "PURPOSE\n1.1. GENERAL. The purpose of the Rodin Global Property Trust, Inc. Long Term Incentive Plan (the “Plan”) is\nto enable Rodin Global Property Trust, Inc. (the “Company”) and its Affiliates (as defined below) to (1) provide an incentive to employees, officers, directors and consultants to increase the value of the Company’s common\nstock, (2) give such persons a stake in the Company’s future that corresponds to the stake of each of the Company’s stockholders, and (3) obtain or retain the services of these persons who are considered essential to the\nCompany’s long-term success, by offering such persons an opportunity to participate in the Company’s growth through ownership of the Company’s common stock or through other equity-related awards. Accordingly, the Plan permits the\ngrant of incentive awards from time to time to selected employees, officers, directors and consultants of the Company and its Affiliates."} +{"idx": 61, "level": 2, "span": "ARTICLE 2"} +{"idx": 61, "level": 2, "span": "DEFINITIONS\n2.1. DEFINITIONS. When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does\nnot commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different meaning is required by the context. The following words and phrases shall have the\nfollowing meanings:\n(a) “Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that\ndirectly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee.\n(b) “Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Deferred\nStock Unit, Performance Award, Dividend Equivalent, Other Award, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan.\n(c) “Award Notification” means a written document, in such form as the Committee prescribes from time to time,\nsetting forth the terms and conditions of an Award. Award Notifications may be in the form of individual award agreements or certificates or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The\nCommittee may provide for the use of electronic or internet Award Notifications, and the use of electronic or internet means for the acceptance thereof and actions thereunder by a Participant.\n(d) “Beneficial Owner” shall have the meaning given such term in Rule\n13d-3 of the General Rules and Regulations under the 1934 Act.\n(e)\n“Board” means the Board of Directors of the Company.\n(f) “Cause” as a reason for a\nParticipant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between such Participant and the Company or an Affiliate; provided, however, that if\nthere is no such employment, severance or similar agreement in which such term is defined, and unless otherwise defined in the applicable Award Notification, “Cause” shall mean any of the following acts by the\nParticipant, as determined by the Committee: gross neglect of duty, prolonged absence from duty without the consent of the Company, material breach by the Participant of any published Company\ncode of conduct or code of ethics; or willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Company. With respect to a Participant’s termination of directorship, “Cause” means\nan act or failure to act that constitutes cause for removal of a director under applicable Maryland law. The determination of the Committee as to the existence of “Cause” shall be conclusive on the Participant and the Company.\n(g) “Change in Control” means and includes the occurrence of any one of the following events but shall\nspecifically exclude a Public Offering:\n(i) individuals who, on the Plan Effective Date, constitute the Board (the\n“Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the Plan Effective Date and whose election or nomination for election was approved by a\nvote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or\nthreatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board\n(“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or\n(ii) any Person becomes a Beneficial Owner, directly or indirectly, of either (A) 35% or more of the then-outstanding shares of\ncommon stock of the Company (“Company Common Stock”) or (B) securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of\ndirectors (the “Company Voting Securities”); provided, however, that for purposes of this subsection (ii), the following acquisitions of Company Common Stock or Company Voting Securities shall not constitute a Change\nin Control: (w) an acquisition directly from the Company, (x) an acquisition by the Company or a Subsidiary, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary,\nor (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or\n(iii) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate\ntransaction involving the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) or the acquisition of assets or stock of\nanother corporation or other entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners,\nrespectively, of the outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 35% of, respectively, the then\noutstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or\nAcquisition (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries, the\n“Surviving Entity”) in\nsubstantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting\nSecurities, as the case may be, and (B) no Person (other than (x) the Company or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained\nby any of the foregoing) is the Beneficial Owner, directly or indirectly, of 35% or more of the total common stock or 35% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and\n(C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization, Sale or\nAcquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or\n(iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.\n(h) “Charter” means the articles of incorporation of the Company, as such articles of incorporation may be\namended from time to time.\n(i) “Code” means the Internal Revenue Code of 1986, as amended from time to\ntime. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.\n(j) “Committee” means the committee of the Board described in Article 4.\n(k) “Company” means Rodin Global Property Trust, Inc., a Maryland corporation, or any successor corporation.\n(l) “Continuous Status as a Participant” means the absence of any interruption or termination of service\nas an employee, officer, director, consultant or advisors of the Company or any Affiliate, as applicable; provided, however, that for purposes of an Incentive Stock Option “Continuous Status as a Participant” means the\nabsence of any interruption or termination of service as an employee of the Company or any Parent or Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous Status as a Participant shall not be considered interrupted in the\nfollowing cases: (i) a Participant transfers employment between the Company and an Affiliate or between Affiliates, or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or any Affiliate, or (iii) any leave of absence authorized in writing by the Company prior to its commencement; provided,\nhowever, that for purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by\nthe Company is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Whether\nmilitary, government or other service or other leave of absence shall constitute a termination of Continuous Status as a Participant shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be\nfinal and conclusive.\n(m) “Deferred Stock Unit” means a right granted to a Participant under Article 9 to\nreceive Shares (or the equivalent value in cash or other property if the Committee so provides) at a future time as determined by the Committee, or as determined by the Participant within\nguidelines established by the Committee in the case of voluntary deferral elections.\n(n) “Disability” of\na Participant means that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a\ncontinuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12\nmonths, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer. If the determination of Disability relates to an Incentive Stock\nOption, Disability means Permanent and Total Disability as defined in Section 22(e)(3) of the Code. In the event of a dispute, the determination of whether a Participant is Disabled will be made by the Committee and may be supported by the advice of\na physician competent in the area to which such Disability relates.\n(o) “Dividend Equivalent” means a\nright granted to a Participant under Article 11.\n(p) “Eligible Participant” means an employee, officer,\nconsultant or director of the Company or any Affiliate.\n(q) “Exchange” means any national securities\nexchange on which the Stock may from time to time be listed or traded.\n(r) “Fair Market Value,” on any\ndate, means (i) if the Stock is listed on a securities exchange, the closing sales price on such exchange or over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding\ndate on which sales were reported, or (ii) if the Stock is not listed on a securities exchange, the mean between the bid and offered prices as quoted by the applicable interdealer quotation system for such date, provided that if the Stock is\nnot quoted on such interdealer quotation system or it is determined that the fair market value is not properly reflected by such quotations, Fair Market Value will be determined by such other method as the Committee determines in good faith to be\nreasonable and in compliance with Code Section 409A.\n(s) “Grant Date” of an Award means the first date on\nwhich all necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be provided to the\ngrantee within a reasonable time after the Grant Date.\n(t) “Incentive Stock Option” means an Option that\nis intended to be an incentive stock option and meets the requirements of Section 422 of the Code or any successor provision thereto.\n(u) “Independent Director” means a director of the Company who is not a common law employee of the Company and\nwho meets the additional requirements set forth for an “independent director” in the Charter.\n(v)\n“Nonstatutory Stock Option” means an Option that is not an Incentive Stock\nOption.\n(w) “Rodin Global OP” means Rodin Global\nProperty Trust Operating Partnership, LP, a Delaware limited partnership of which the Company is the sole general partner.\n(x) “Rodin Global OP Interests” means limited partnership interests in Rodin Global OP that may be exchanged\nor redeemed for Shares on a one-for-one basis, or any profits interest in Rodin Global OP that may be exchanged or converted into such limited partnership interests.\n(y) “Option” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a\nspecified price during specified time periods. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.\n(z) “Other Award” means a right granted to a Participant under Article 12.\n(aa) “Parent” means a corporation, limited liability company, partnership or other entity which owns or\nbeneficially owns a majority of the outstanding voting stock or voting power of the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of the Code.\n(bb) “Participant” means a person who, as an employee, officer, director or consultant of the Company or any\nAffiliate, has been granted an Award under the Plan; provided that in the case of the death of a Participant, the term “Participant” refers to a beneficiary designated pursuant to Section 13.4 or the legal guardian or other legal\nrepresentative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.\n(cc) “Performance Award” means any award granted under the Plan pursuant to Article 10.\n(dd) “Person” means any individual, entity or group, within the meaning of Section 3(a)(9) of the 1934 Act and\nas used in Section 13(d)(3) or 14(d)(2) of the 1934 Act.\n(ee) “Plan” means the Rodin Global Property\nTrust, Inc. Long Term Incentive Plan, as amended from time to time.\n(ff) “Plan Effective Date” has the\nmeaning assigned such term in Section 3.1.\n(gg) “Public Offering” shall occur on the closing date of\na public offering of any class or series of the Company’s equity securities pursuant to a registration statement filed by the Company under the 1933 Act.\n(hh) “Restricted Stock” means Stock granted to a Participant under Article 9 that is subject to certain\nrestrictions and to risk of forfeiture.\n(ii) “Restricted Stock Unit” means a right granted to a\nParticipant under Article 9 to receive shares of Stock (or the equivalent value in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk of forfeiture.\n(jj) “Shares” means shares of the Company’s Stock. If there has been an adjustment\nor substitution pursuant to Section 14.1, the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are\nadjusted pursuant to Section 14.1.\n(kk) “Stock” means the $0.01 par value common stock of the\nCompany and such other securities of the Company as may be substituted for Stock pursuant to Section 14.1.\n(ll)\n“Stock Appreciation Right” or “SAR” means a right granted to a Participant under Article 8 to receive a payment equal to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over\nthe grant price of the SAR, all as determined pursuant to Article 8.\n(mm) “Subsidiary” means any\ncorporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above, with respect to an\nIncentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code.\n(nn) “1933\nAct” means the Securities Act of 1933, as amended from time to time.\n(oo) “1934 Act” means the\nSecurities Exchange Act of 1934, as amended from time to time."} +{"idx": 61, "level": 3, "span": "(a) “Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that\ndirectly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee."} +{"idx": 61, "level": 3, "span": "(b) “Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Deferred\nStock Unit, Performance Award, Dividend Equivalent, Other Award, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan."} +{"idx": 61, "level": 3, "span": "(c) “Award Notification” means a written document, in such form as the Committee prescribes from time to time,\nsetting forth the terms and conditions of an Award. Award Notifications may be in the form of individual award agreements or certificates or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The\nCommittee may provide for the use of electronic or internet Award Notifications, and the use of electronic or internet means for the acceptance thereof and actions thereunder by a Participant."} +{"idx": 61, "level": 3, "span": "(d) “Beneficial Owner” shall have the meaning given such term in Rule\n13d-3 of the General Rules and Regulations under the 1934 Act."} +{"idx": 61, "level": 3, "span": "(e)\n“Board” means the Board of Directors of the Company."} +{"idx": 61, "level": 3, "span": "(f) “Cause” as a reason for a\nParticipant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between such Participant and the Company or an Affiliate; provided, however, that if\nthere is no such employment, severance or similar agreement in which such term is defined, and unless otherwise defined in the applicable Award Notification, “Cause” shall mean any of the following acts by the"} +{"idx": 61, "level": 3, "span": "(g) “Change in Control” means and includes the occurrence of any one of the following events but shall\nspecifically exclude a Public Offering:"} +{"idx": 61, "level": 4, "span": "(i) individuals who, on the Plan Effective Date, constitute the Board (the\n“Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the Plan Effective Date and whose election or nomination for election was approved by a\nvote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or\nthreatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board\n(“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or"} +{"idx": 61, "level": 4, "span": "(ii) any Person becomes a Beneficial Owner, directly or indirectly, of either (A) 35% or more of the then-outstanding shares of\ncommon stock of the Company (“Company Common Stock”) or (B) securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of\ndirectors (the “Company Voting Securities”); provided, however, that for purposes of this subsection (ii), the following acquisitions of Company Common Stock or Company Voting Securities shall not constitute a Change\nin Control: (w) an acquisition directly from the Company, (x) an acquisition by the Company or a Subsidiary, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary,\nor (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or"} +{"idx": 61, "level": 4, "span": "(iii) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate\ntransaction involving the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) or the acquisition of assets or stock of\nanother corporation or other entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners,\nrespectively, of the outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 35% of, respectively, the then\noutstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or\nAcquisition (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries, the\n“Surviving Entity”) in"} +{"idx": 61, "level": 4, "span": "(iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company."} +{"idx": 61, "level": 3, "span": "(h) “Charter” means the articles of incorporation of the Company, as such articles of incorporation may be\namended from time to time."} +{"idx": 61, "level": 4, "span": "(i) “Code” means the Internal Revenue Code of 1986, as amended from time to\ntime. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision."} +{"idx": 61, "level": 3, "span": "(j) “Committee” means the committee of the Board described in Article 4."} +{"idx": 61, "level": 3, "span": "(k) “Company” means Rodin Global Property Trust, Inc., a Maryland corporation, or any successor corporation."} +{"idx": 61, "level": 3, "span": "(l) “Continuous Status as a Participant” means the absence of any interruption or termination of service\nas an employee, officer, director, consultant or advisors of the Company or any Affiliate, as applicable; provided, however, that for purposes of an Incentive Stock Option “Continuous Status as a Participant” means the\nabsence of any interruption or termination of service as an employee of the Company or any Parent or Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous Status as a Participant shall not be considered interrupted in the\nfollowing cases: (i) a Participant transfers employment between the Company and an Affiliate or between Affiliates, or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or any Affiliate, or (iii) any leave of absence authorized in writing by the Company prior to its commencement; provided,\nhowever, that for purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by\nthe Company is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Whether\nmilitary, government or other service or other leave of absence shall constitute a termination of Continuous Status as a Participant shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be\nfinal and conclusive."} +{"idx": 61, "level": 3, "span": "(m) “Deferred Stock Unit” means a right granted to a Participant under Article 9 to"} +{"idx": 61, "level": 3, "span": "(n) “Disability” of\na Participant means that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a\ncontinuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12\nmonths, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer. If the determination of Disability relates to an Incentive Stock\nOption, Disability means Permanent and Total Disability as defined in Section 22(e)(3) of the Code. In the event of a dispute, the determination of whether a Participant is Disabled will be made by the Committee and may be supported by the advice of\na physician competent in the area to which such Disability relates."} +{"idx": 61, "level": 3, "span": "(o) “Dividend Equivalent” means a\nright granted to a Participant under Article 11."} +{"idx": 61, "level": 3, "span": "(p) “Eligible Participant” means an employee, officer,\nconsultant or director of the Company or any Affiliate."} +{"idx": 61, "level": 3, "span": "(q) “Exchange” means any national securities\nexchange on which the Stock may from time to time be listed or traded."} +{"idx": 61, "level": 3, "span": "(r) “Fair Market Value,” on any\ndate, means (i) if the Stock is listed on a securities exchange, the closing sales price on such exchange or over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding\ndate on which sales were reported, or (ii) if the Stock is not listed on a securities exchange, the mean between the bid and offered prices as quoted by the applicable interdealer quotation system for such date, provided that if the Stock is\nnot quoted on such interdealer quotation system or it is determined that the fair market value is not properly reflected by such quotations, Fair Market Value will be determined by such other method as the Committee determines in good faith to be\nreasonable and in compliance with Code Section 409A."} +{"idx": 61, "level": 3, "span": "(s) “Grant Date” of an Award means the first date on\nwhich all necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be provided to the\ngrantee within a reasonable time after the Grant Date."} +{"idx": 61, "level": 3, "span": "(t) “Incentive Stock Option” means an Option that\nis intended to be an incentive stock option and meets the requirements of Section 422 of the Code or any successor provision thereto."} +{"idx": 61, "level": 3, "span": "(u) “Independent Director” means a director of the Company who is not a common law employee of the Company and\nwho meets the additional requirements set forth for an “independent director” in the Charter."} +{"idx": 61, "level": 4, "span": "(v)\n“Nonstatutory Stock Option” means an Option that is not an Incentive Stock"} +{"idx": 61, "level": 3, "span": "(w) “Rodin Global OP” means Rodin Global\nProperty Trust Operating Partnership, LP, a Delaware limited partnership of which the Company is the sole general partner."} +{"idx": 61, "level": 4, "span": "(x) “Rodin Global OP Interests” means limited partnership interests in Rodin Global OP that may be exchanged\nor redeemed for Shares on a one-for-one basis, or any profits interest in Rodin Global OP that may be exchanged or converted into such limited partnership interests."} +{"idx": 61, "level": 3, "span": "(y) “Option” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a\nspecified price during specified time periods. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option."} +{"idx": 61, "level": 3, "span": "(z) “Other Award” means a right granted to a Participant under Article 12."} +{"idx": 61, "level": 4, "span": "(ii) “Restricted Stock Unit” means a right granted to a\nParticipant under Article 9 to receive shares of Stock (or the equivalent value in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk of forfeiture."} +{"idx": 61, "level": 2, "span": "ARTICLE 3"} +{"idx": 61, "level": 0, "span": "PLAN EFFECTIVE DATE; TERMINATION OF PLAN\n3.1. PLAN EFFECTIVE DATE. The Plan shall be effective as of the date it is approved by both the Board and the stockholders of the\nCompany (the “Plan Effective Date”)."} +{"idx": 61, "level": 2, "span": "ARTICLE 4"} +{"idx": 61, "level": 2, "span": "ADMINISTRATION\n4.1.\nCOMMITTEE. The Plan shall be administered by a Committee appointed by the Board (which Committee shall consist of at least two directors) or, at the discretion of the Board from time to time, the Plan may be administered by the Board. The\nmembers of the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board. It is intended that at least two of the directors appointed to serve on the Committee shall be “non-employee directors” (within the meaning of Rule 16b-3 promulgated under the 1934 Act) and that any such members of the Committee who do not so qualify shall\nabstain from participating in any decision to make or administer Awards that are made to Eligible Participants who at the time of consideration for such Award are persons subject to the short-swing profit rules of Section 16 of the 1934 Act.\nHowever, the mere fact that a Committee member shall fail to qualify as a “non-employee director” or shall fail to abstain from such action shall not invalidate any Award made by the Committee which\nAward is otherwise validly made under the Plan. The members of the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board. The Board may reserve to itself any or all of the\nauthority and responsibility of the Committee under the Plan or may act as administrator of the Plan for any and all purposes. To the extent the Board has reserved any authority and\nresponsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1) shall include the\nBoard. To the extent any action of the Board under the Plan conflicts with actions taken by the Committee, the actions of the Board shall control.\n4.2. ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of administering the Plan, the Committee may from time to time adopt\nrules, regulations, guidelines and procedures for carrying out the provisions and purposes of the Plan and make such other determinations, not inconsistent with the Plan, as the Committee may deem appropriate. The Committee’s interpretation of\nthe Plan, any Awards granted under the Plan, any Award Notification and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. Each member of the Committee is entitled to, in\ngood faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company’s or an Affiliate’s independent certified public accountants, Company\ncounsel or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.\n4.3. AUTHORITY OF COMMITTEE. The Committee has the exclusive power, authority and discretion to:\n(a) grant Awards;\n(b) designate Participants;\n(c) determine the type or types of Awards to be granted to each Participant;\n(d) determine the number of Awards to be granted and the number and type of Shares, Rodin Global OP Interests or dollar amount\nto which an Award will relate;\n(e) determine the terms and conditions of any Award granted under the Plan;\n(f) prescribe the form of each Award Notification, which need not be identical for each Participant;\n(g) decide all other matters that must be determined in connection with an Award;\n(h) establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to\nadminister the Plan;\n(i) make all other decisions and determinations that may be required under the Plan or as the\nCommittee deems necessary or advisable to administer the Plan;\n(j) amend the Plan or any Award Notification as provided\nherein; and\n(k) adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with\nprovisions of the laws of non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure the viability of the benefits of Awards granted to participants located in such other\njurisdictions and to meet the objectives of the Plan.\n4.4. AWARD NOTIFICATIONS. Each Award shall be evidenced by an Award Notification. Each\nAward Notification shall include such provisions, not inconsistent with the Plan, as may be specified by the Committee."} +{"idx": 61, "level": 3, "span": "(a) grant Awards;"} +{"idx": 61, "level": 3, "span": "(b) designate Participants;"} +{"idx": 61, "level": 3, "span": "(c) determine the type or types of Awards to be granted to each Participant;"} +{"idx": 61, "level": 3, "span": "(d) determine the number of Awards to be granted and the number and type of Shares, Rodin Global OP Interests or dollar amount\nto which an Award will relate;"} +{"idx": 61, "level": 3, "span": "(e) determine the terms and conditions of any Award granted under the Plan;"} +{"idx": 61, "level": 3, "span": "(f) prescribe the form of each Award Notification, which need not be identical for each Participant;"} +{"idx": 61, "level": 3, "span": "(g) decide all other matters that must be determined in connection with an Award;"} +{"idx": 61, "level": 3, "span": "(h) establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to\nadminister the Plan;"} +{"idx": 61, "level": 4, "span": "(i) make all other decisions and determinations that may be required under the Plan or as the\nCommittee deems necessary or advisable to administer the Plan;"} +{"idx": 61, "level": 3, "span": "(j) amend the Plan or any Award Notification as provided\nherein; and"} +{"idx": 61, "level": 3, "span": "(k) adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with\nprovisions of the laws of non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure the viability of the benefits of Awards granted to participants located in such other\njurisdictions and to meet the objectives of the Plan."} +{"idx": 61, "level": 2, "span": "ARTICLE 5"} +{"idx": 61, "level": 1, "span": "SHARES SUBJECT TO THE PLAN\n5.1. NUMBER OF SHARES. Subject to adjustment as provided in Sections 5.2 and Section 14.1, the aggregate number of Shares reserved\nand available for issuance pursuant to Awards granted under the Plan shall be 2,000,000. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 2,000,000. The maximum number of Shares\nthat may be issued upon the exercise or grant of an Award granted under the Plan shall not exceed, in the aggregate, an amount equal to 10% of the outstanding Shares on the Grant Date.\n5.2. SHARE COUNTING. Shares covered by an Award shall be subtracted from the Plan share reserve as of the date of grant, but shall be\nadded back to the Plan share reserve in accordance with this Section 5.2.\n(a) To the extent that an Award is\ncanceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited Shares subject to the Award will again be available for issuance pursuant to Awards granted under the Plan.\n(b) Shares subject to Awards settled in cash will again be available for issuance pursuant to Awards granted under the Plan.\n(c) Shares withheld from an Award or delivered by a Participant to satisfy minimum tax withholding requirements will again\nbe available for issuance pursuant to Awards granted under the Plan.\n(d) If the exercise price of an Option is satisfied by delivering Shares to the Company (by either actual delivery or\nattestation), only the number of Shares issued to the Participant in excess of the Shares tendered (by delivery or attestation) shall be considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards\ngranted under the Plan.\n(e) To the extent that the full number of Shares subject to an Option or SAR is not issued upon\nexercise of the Option or SAR for any reason, including by reason of net-settlement of the Award, only the number of Shares issued and delivered upon exercise of the Option or SAR shall be considered for\npurposes of determining the number of Shares remaining available for issuance pursuant to Awards granted under the Plan.\n(f) To the extent that the full number of Shares subject to an Award other than an Option or SAR is not issued for any reason,\nincluding by reason of failure to achieve maximum performance goals, only the number of Shares issued and delivered shall be considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards granted\nunder the Plan.\n(g) Substitute Awards granted pursuant to Section 13.10 of the Plan shall not count against the\nShares otherwise available for issuance under the Plan under Section 5.1.\n5.3. STOCK DISTRIBUTED. Any Stock distributed\npursuant to an Award may consist, in\nwhole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market."} +{"idx": 61, "level": 4, "span": "(a) To the extent that an Award is\ncanceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited Shares subject to the Award will again be available for issuance pursuant to Awards granted under the Plan."} +{"idx": 61, "level": 4, "span": "(b) Shares subject to Awards settled in cash will again be available for issuance pursuant to Awards granted under the Plan."} +{"idx": 61, "level": 4, "span": "(c) Shares withheld from an Award or delivered by a Participant to satisfy minimum tax withholding requirements will again\nbe available for issuance pursuant to Awards granted under the Plan."} +{"idx": 61, "level": 4, "span": "(d) If the exercise price of an Option is satisfied by delivering Shares to the Company (by either actual delivery or\nattestation), only the number of Shares issued to the Participant in excess of the Shares tendered (by delivery or attestation) shall be considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards\ngranted under the Plan."} +{"idx": 61, "level": 4, "span": "(e) To the extent that the full number of Shares subject to an Option or SAR is not issued upon\nexercise of the Option or SAR for any reason, including by reason of net-settlement of the Award, only the number of Shares issued and delivered upon exercise of the Option or SAR shall be considered for\npurposes of determining the number of Shares remaining available for issuance pursuant to Awards granted under the Plan."} +{"idx": 61, "level": 4, "span": "(f) To the extent that the full number of Shares subject to an Award other than an Option or SAR is not issued for any reason,\nincluding by reason of failure to achieve maximum performance goals, only the number of Shares issued and delivered shall be considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards granted\nunder the Plan."} +{"idx": 61, "level": 4, "span": "(g) Substitute Awards granted pursuant to Section 13.10 of the Plan shall not count against the\nShares otherwise available for issuance under the Plan under Section 5.1."} +{"idx": 61, "level": 2, "span": "ARTICLE 6"} +{"idx": 61, "level": 2, "span": "ELIGIBILITY\n6.1. GENERAL. Awards may be granted only to Eligible Participants. Incentive Stock Options may be granted only to Eligible\nParticipants who are employees of the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code. Eligible Participants who are service providers to an Affiliate may be granted Options or SARs under this Plan only if the\nAffiliate qualifies as an “eligible issuer of service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the final regulations under Code Section 409A."} +{"idx": 61, "level": 2, "span": "ARTICLE 7"} +{"idx": 61, "level": 2, "span": "STOCK OPTIONS\n7.1. GENERAL. The Committee is authorized to grant Options to Participants on the following terms and conditions:\n(a) EXERCISE PRICE. The exercise price per Share under an Option shall be determined by the Committee, provided that the\nexercise price for any Option (other than an Option issued as a substitute Award pursuant to Section 13.10) shall not be less than the Fair Market Value as of the Grant Date.\n(b) PROHIBITION ON REPRICING. Except as otherwise provided in Section 14.1, the exercise price of an Option may not\nbe reduced, directly or indirectly by cancellation and regrant or otherwise, without the prior approval of the stockholders of the Company.\n(c) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time or times at which an Option may be exercised\nin whole or in part, subject to Section 7.1(e). The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised or vested.\n(d) PAYMENT. The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of\npayment, including, without limitation, cash, Shares, or other property (including “cashless exercise” arrangements), and the methods by which Shares shall be delivered or deemed to be delivered to Participants.\n(e) EXERCISE TERM. Except for Nonstatutory Options granted to Participants outside the United States, no Option granted\nunder the Plan shall be exercisable for more than ten years from the Grant Date.\n(f) NO DEFERRAL FEATURE. No Option\nshall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option.\n(g) NO DIVIDEND EQUIVALENTS. No Option shall provide for Dividend Equivalents.\n7.2. INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options granted under the Plan must comply with the requirements of\nSection 422 of the Code. If all of the requirements of Section 422 of the Code are not met, the Option shall automatically become a Nonstatutory Stock\nOption."} +{"idx": 61, "level": 3, "span": "(a) EXERCISE PRICE\nThe exercise price per Share under an Option shall be determined by the Committee, provided that the\nexercise price for any Option (other than an Option issued as a substitute Award pursuant to Section 13.10) shall not be less than the Fair Market Value as of the Grant Date."} +{"idx": 61, "level": 3, "span": "(b) PROHIBITION ON REPRICING\nExcept as otherwise provided in Section 14.1, the exercise price of an Option may not\nbe reduced, directly or indirectly by cancellation and regrant or otherwise, without the prior approval of the stockholders of the Company."} +{"idx": 61, "level": 3, "span": "(c) TIME AND CONDITIONS OF EXERCISE\nThe Committee shall determine the time or times at which an Option may be exercised\nin whole or in part, subject to Section 7.1(e). The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised or vested."} +{"idx": 61, "level": 3, "span": "(d) PAYMENT\nThe Committee shall determine the methods by which the exercise price of an Option may be paid, the form of\npayment, including, without limitation, cash, Shares, or other property (including “cashless exercise” arrangements), and the methods by which Shares shall be delivered or deemed to be delivered to Participants."} +{"idx": 61, "level": 3, "span": "(e) EXERCISE TERM\nExcept for Nonstatutory Options granted to Participants outside the United States, no Option granted\nunder the Plan shall be exercisable for more than ten years from the Grant Date."} +{"idx": 61, "level": 3, "span": "(f) NO DEFERRAL FEATURE\nNo Option\nshall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option."} +{"idx": 61, "level": 3, "span": "(g) NO DIVIDEND EQUIVALENTS\nNo Option shall provide for Dividend Equivalents."} +{"idx": 61, "level": 2, "span": "ARTICLE 8"} +{"idx": 61, "level": 2, "span": "STOCK APPRECIATION RIGHTS\n8.1. GRANT OF STOCK APPRECIATION RIGHTS. The Committee is authorized to grant Stock Appreciation Rights to Participants on the\nfollowing terms and conditions:\n(a) RIGHT TO PAYMENT. Upon the exercise of a SAR, the Participant to whom it is\ngranted has the right to receive, for each Share with respect to which the SAR is being exercised, the excess, if any, of:\n(1) The Fair Market Value of one Share on the date of exercise; over\n(2) The base price of the SAR as determined by the Committee, which shall not be less than the Fair Market Value of one Share\non the Grant Date.\n(b) PROHIBITION ON REPRICING. Except as otherwise provided in Section 14.1, the base price\nof a SAR may not be reduced, directly or indirectly by cancellation and regrant or otherwise, without the prior approval of the stockholders of the Company.\n(c) EXERCISE TERM. Except for SARs granted to Participants outside the United States, no SAR shall be exercisable for\nmore than ten years from the Grant Date.\n(d) NO DEFERRAL FEATURE. No SAR shall provide for any feature for the\ndeferral of compensation other than the deferral of recognition of income until the exercise or disposition of the SAR.\n(e) NO DIVIDEND EQUIVALENTS. No SAR shall provide for Dividend Equivalents.\n(f) OTHER TERMS.\n(1) All SARs shall be evidenced by an Award Notification. Subject to the limitations of this Article 8, the terms, methods of\nexercise, methods of settlement, form of consideration payable in settlement, and any other terms and conditions of any SAR shall be determined by the Committee at the time of the grant of the Award and shall be reflected in the Award Notification.\n(2) Stock Appreciation Rights shall not be granted unless and until Shares are listed on a national securities exchange:"} +{"idx": 61, "level": 3, "span": "(a) RIGHT TO PAYMENT\nUpon the exercise of a SAR, the Participant to whom it is\ngranted has the right to receive, for each Share with respect to which the SAR is being exercised, the excess, if any, of:"} +{"idx": 61, "level": 4, "span": "(1) The Fair Market Value of one Share on the date of exercise; over"} +{"idx": 61, "level": 4, "span": "(2) The base price of the SAR as determined by the Committee, which shall not be less than the Fair Market Value of one Share\non the Grant Date."} +{"idx": 61, "level": 3, "span": "(b) PROHIBITION ON REPRICING\nExcept as otherwise provided in Section 14.1, the base price\nof a SAR may not be reduced, directly or indirectly by cancellation and regrant or otherwise, without the prior approval of the stockholders of the Company."} +{"idx": 61, "level": 3, "span": "(c) EXERCISE TERM\nExcept for SARs granted to Participants outside the United States, no SAR shall be exercisable for\nmore than ten years from the Grant Date."} +{"idx": 61, "level": 3, "span": "(d) NO DEFERRAL FEATURE\nNo SAR shall provide for any feature for the\ndeferral of compensation other than the deferral of recognition of income until the exercise or disposition of the SAR."} +{"idx": 61, "level": 3, "span": "(e) NO DIVIDEND EQUIVALENTS\nNo SAR shall provide for Dividend Equivalents."} +{"idx": 61, "level": 3, "span": "(f) OTHER TERMS."} +{"idx": 61, "level": 4, "span": "(1) All SARs shall be evidenced by an Award Notification\nSubject to the limitations of this Article 8, the terms, methods of\nexercise, methods of settlement, form of consideration payable in settlement, and any other terms and conditions of any SAR shall be determined by the Committee at the time of the grant of the Award and shall be reflected in the Award Notification."} +{"idx": 61, "level": 4, "span": "(2) Stock Appreciation Rights shall not be granted unless and until Shares are listed on a national securities exchange:"} +{"idx": 61, "level": 2, "span": "ARTICLE 9"} +{"idx": 61, "level": 2, "span": "RESTRICTED STOCK, RESTRICTED STOCK UNITS"} +{"idx": 61, "level": 2, "span": "AND DEFERRED STOCK UNITS\n9.1. GRANT OF RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS. The Committee is authorized to make Awards of\nRestricted Stock, Restricted Stock Units or Deferred Stock Units to Participants in such amounts and subject to such terms and conditions as may be selected by the Committee. An Award of Restricted Stock, Restricted Stock Units or Deferred\nStock Units shall be evidenced by an Award Notification setting forth the terms, conditions, and restrictions applicable to the Award.\n9.2. ISSUANCE AND RESTRICTIONS. Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be subject to such restrictions\non transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse\nseparately or in combination at such times, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. Except as otherwise\nprovided in an Award Notification or any special Plan document governing an Award, the Participant shall have all of the rights of a stockholder with respect to the Restricted Stock, and the Participant shall have none of the rights of a stockholder\nwith respect to Restricted Stock Units or Deferred Stock Units until such time as Shares of Stock are paid in settlement of the Restricted Stock Units or Deferred Stock Units. Unless otherwise provided in the applicable Award Notification, awards of\nRestricted Stock will be entitled to full dividend rights and any dividends paid thereon will be paid or distributed to the holder when the dividends are paid to the Company’s stockholders.\n9.3. FORFEITURE. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination\nof Continuous Status as a Participant during the applicable restriction period or upon failure to satisfy a performance goal during the applicable restriction period, Restricted Stock or Restricted Stock Units that are at that time subject to\nrestrictions shall be forfeited.\n9.4. DELIVERY OF RESTRICTED STOCK. Shares of Restricted Stock shall be delivered to the\nParticipant at the time of grant either by book-entry registration or by delivering to the Participant, or a custodian or escrow agent (including, without limitation, the Company or one or more of its employees) designated by the Committee, a stock\ncertificate or certificates registered in the name of the Participant. If physical certificates representing shares of Restricted Stock are registered in the name of the Participant, such certificates must bear an appropriate legend referring to the\nterms, conditions, and restrictions applicable to such Restricted Stock."} +{"idx": 61, "level": 2, "span": "ARTICLE 10"} +{"idx": 61, "level": 2, "span": "PERFORMANCE AWARDS\n10.1.\nGRANT OF PERFORMANCE AWARDS. The Committee is authorized to grant any Award under this Plan, including cash-based Awards, with performance-based vesting criteria, on such terms and conditions as may be selected by the Committee. The Committee\nshall have the complete discretion to determine the number of Performance Awards granted to each Participant and to designate the provisions of such Performance Awards as provided in Section 4.3. All Performance Awards shall be evidenced by an\nAward Notification or a written program established by the Committee, pursuant to which Performance Awards are awarded under the Plan under uniform terms, conditions and restrictions set forth in such written program.\n10.2. PERFORMANCE GOALS. The Committee may establish performance goals for Performance Awards which may be based on any criteria\nselected by the Committee. Such performance goals may be described in terms of Company-wide objectives or in terms of objectives that relate to the performance of the Participant, an Affiliate or a division, region, department or function within the\nCompany or an Affiliate. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or an Affiliate conducts its business, or other events or\ncircumstances render performance goals to be unsuitable, the\nCommittee may modify such performance goals in whole or in part, as the Committee deems appropriate. If a Participant is promoted, demoted or transferred to a different business unit or function\nduring a performance period, the Committee may determine that the performance goals or performance period are no longer appropriate and may (i) adjust, change or eliminate the performance goals or the applicable performance period as it deems\nappropriate to make such goals and period comparable to the initial goals and period, or (ii) make a cash payment to the participant in an amount determined by the Committee."} +{"idx": 61, "level": 2, "span": "ARTICLE 11"} +{"idx": 61, "level": 2, "span": "DIVIDEND\nEQUIVALENTS\n11.1. GRANT OF DIVIDEND EQUIVALENTS. Except as provided in Sections 7.1(g) and 8.1(e), the Committee is authorized\nto grant Dividend Equivalents with respect to Awards granted hereunder, subject to such terms and conditions as may be selected by the Committee; provided that Dividend Equivalents shall not be granted unless and until Shares are listed on a\nnational securities exchange. Dividend Equivalents shall entitle the Participant to receive payments equal to dividends with respect to all or a portion of the number of Shares subject to an Award, as determined by the Committee. The Committee may\nprovide that Dividend Equivalents be paid or distributed when accrued or be deemed to have been reinvested in additional Shares, or otherwise reinvested. Unless otherwise provided in the applicable Award Notification, Dividend Equivalents will be\npaid or distributed no later than the 15th day of the 3rd month following the later of (i) the calendar year in which the corresponding\ndividends were paid to stockholders, or (ii) the first calendar year in which the Participant’s right to such Dividends Equivalents is no longer subject to a substantial risk of forfeiture."} +{"idx": 61, "level": 2, "span": "ARTICLE 12"} +{"idx": 61, "level": 2, "span": "OTHER AWARDS\n12.1. GRANT OF OTHER AWARDS. The Committee is authorized, subject to limitations under applicable law, to grant to\nParticipants such other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including without limitation,\nRodin Global OP Interests, membership interests in a Subsidiary or operating partnership, Shares awarded purely as a “bonus” and not subject to any restrictions or conditions, convertible or exchangeable debt securities, other rights\nconvertible or exchangeable into Shares, and Awards valued by reference to book value of Shares or the value of securities of or the performance of specified Parents or Subsidiaries. The Committee shall determine the terms and conditions of such\nAwards. For purposes of calculating the number of Shares underlying an Other Award relative to the total number of Shares of Stock reserved and available for issuance under Section 5.1 hereof, the Committee shall establish in good faith the\nmaximum number of Shares to which a grantee of such Other Award may be entitled upon fulfillment of all applicable conditions set forth in the relevant Award Notification, including vesting, accretion factors, conversion ratios, exchange ratios and\nthe like. If and when any such conditions are no longer capable of being met, in whole or in part, the number of Shares underlying such Other Award shall be reduced accordingly by the Committee and the related Shares shall be added back to the\nShares of Stock available for issuance under the Plan. The Committee may require that Other Awards be held through a limited partnership, or similar “look-through” entity, and the Committee may require such limited partnership or similar\nentity to impose restrictions on its partners or other beneficial owners that are not inconsistent with the provisions of this Section 12.1. The provisions of the grant of Other Awards need not be the same with respect to each Participant."} +{"idx": 61, "level": 2, "span": "ARTICLE 13"} +{"idx": 61, "level": 2, "span": "PROVISIONS APPLICABLE TO AWARDS\n13.1. TERM OF AWARD. The term of each Award shall be for the period as determined by the Committee, provided that in no event shall the\nterm of any Option or a Stock Appreciation Right exceed a period of ten years from its Grant Date.\n13.2. FORM OF PAYMENT FOR\nAWARDS. At the discretion of the Committee, payment of Awards may be made in cash, Stock, a combination of cash and Stock, or any other form of property as the Committee shall determine. In addition, payment of Awards may include such terms,\nconditions, restrictions and/or limitations, if any, as the Committee deems appropriate, including, in the case of Awards paid in the form of Stock, restrictions on transfer and forfeiture provisions. Further, payment of Awards may be made in the\nform of a lump sum, or in installments, as determined by the Committee.\n13.3. LIMITS ON TRANSFER. No right or interest of a\nParticipant in any unexercised or restricted Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of such Participant to any\nother party other than the Company or an Affiliate. No unexercised or restricted Award shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution; provided, however, that the\nCommittee may (but need not) permit other transfers (other than transfers for value) where the Committee concludes that such transferability (i) does not result in accelerated taxation, (ii) does not cause any Option intended to be an\nIncentive Stock Option to fail to be described in Code Section 422(b), and (iii) is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, state or federal tax or securities laws\napplicable to transferable Awards.\n13.4. BENEFICIARIES. Notwithstanding Section 13.3, a Participant may, in the manner\ndetermined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other\nperson claiming any rights under the Plan is subject to all terms and conditions of the Plan and any Award Notification applicable to the Participant, except to the extent the Plan and Award Notification otherwise provide, and to any additional\nrestrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives the Participant, payment shall be made to the Participant’s estate. Subject to the foregoing, a beneficiary designation may be\nchanged or revoked by a Participant at any time provided the change or revocation is filed with the Committee.\n13.5. STOCK TRADING\nRESTRICTIONS. All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of\nany national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate or issue instructions to the transfer agent to reference restrictions applicable\nto the Stock.\n13.6. ACCELERATION UPON DEATH OR DISABILITY. Except as otherwise provided in the Award Notification or any special\nPlan document governing an Award, upon the termination of a person’s Continuous Status as a Participant by reason of death or Disability:\n(i) all of that Participant’s outstanding Options and SARs shall become fully exercisable;\n(ii) all time-based vesting restrictions on that Participant’s outstanding\nAwards shall lapse as of the date of termination; and\n(iii) the payout opportunities attainable under all of that\nParticipant’s outstanding performance-based Awards shall be deemed to have been fully earned as of the date of termination as follows:\n(A) if the date of termination occurs during the first half of the applicable performance period, all relevant performance\ngoals will be deemed to have been achieved at the “target” level, and\n(B) if the date of termination occurs\nduring the second half of the applicable performance period, the actual level of achievement of all relevant performance goals against target will be measured as of the end of the calendar quarter immediately preceding the date of termination, and\n(C) in either such case, there shall be a pro rata payout to the Participant or his or her estate within sixty\n(60) days following the date of termination (unless a later date is required by Section 16.3 hereof), based upon the length of time within the performance period that has elapsed prior to the date of termination.\nTo the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess\nOptions shall be deemed to be Nonstatutory Stock Options.\n13.7. ACCELERATION UPON A CHANGE IN CONTROL. Except as otherwise\nprovided in the Award Notification or any special Plan document governing an Award, upon the occurrence of a Change in Control, (i) all outstanding Options, SARs, and other Awards in the nature of rights that may be exercised shall become fully\nexercisable, and (ii) all time-based vesting restrictions on outstanding Awards shall lapse. Except as otherwise provided in the Award Notification or any special Plan document governing an Award, upon the occurrence of a Change in Control, the\ntarget payout opportunities attainable under all outstanding performance-based Awards shall be deemed to have been fully earned as of the effective date of the Change in Control based upon an assumed achievement of all relevant performance goals at\nthe “target” level and there shall be a pro rata payout to Participants within thirty (30) days following the effective date of the Change in Control based upon the length of time within the performance period that has elapsed prior\nto the Change in Control.\n13.8. ACCELERATION FOR ANY REASON. The Committee may in its sole discretion at any time determine that\nall or a portion of a Participant’s Options, SARs, and other Awards in the nature of rights that may be exercised shall become fully or partially exercisable, that all or a part of the time-based vesting restrictions on all or a portion of the\noutstanding Awards shall lapse, and/or that any performance-based criteria with respect to any Awards shall be deemed to be wholly or partially satisfied, in each case, as of such date as the Committee may, in its sole discretion, declare. The\nCommittee may discriminate among Participants and among Awards granted to a Participant in exercising its discretion pursuant to this Section 13.8. Notwithstanding anything in the Plan, including this Section 13.8, the Committee may not\naccelerate the payment of any Award if such acceleration would violate Section 409A(a)(3) of the Code.\n13.9. FORFEITURE EVENTS.\nThe Committee may specify in an Award Notification that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified\nevents, in addition to any\notherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not be limited to, termination of employment for Cause, violation of material Company or\nAffiliate policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company or any Affiliate.\n13.10. SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by\nemployees of another entity who become employees of the Company or an Affiliate as a result of a merger or consolidation of the former employing entity with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or\nstock of the former employing corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances."} +{"idx": 61, "level": 4, "span": "(i) all of that Participant’s outstanding Options and SARs shall become fully exercisable;"} +{"idx": 61, "level": 4, "span": "(ii) all time-based vesting restrictions on that Participant’s outstanding\nAwards shall lapse as of the date of termination; and"} +{"idx": 61, "level": 4, "span": "(iii) the payout opportunities attainable under all of that\nParticipant’s outstanding performance-based Awards shall be deemed to have been fully earned as of the date of termination as follows:"} +{"idx": 61, "level": 4, "span": "(A) if the date of termination occurs during the first half of the applicable performance period, all relevant performance\ngoals will be deemed to have been achieved at the “target” level, and"} +{"idx": 61, "level": 4, "span": "(B) if the date of termination occurs\nduring the second half of the applicable performance period, the actual level of achievement of all relevant performance goals against target will be measured as of the end of the calendar quarter immediately preceding the date of termination, and"} +{"idx": 61, "level": 4, "span": "(C) in either such case, there shall be a pro rata payout to the Participant or his or her estate within sixty\n(60) days following the date of termination (unless a later date is required by Section 16.3 hereof), based upon the length of time within the performance period that has elapsed prior to the date of termination."} +{"idx": 61, "level": 2, "span": "ARTICLE 14"} +{"idx": 61, "level": 2, "span": "CHANGES IN\nCAPITAL STRUCTURE\n14.1. MANDATORY ADJUSTMENTS. In the event of a nonreciprocal transaction between the Company and its\nstockholders that causes the per-share value of the Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large\nnonrecurring cash dividend), the authorization limits under Section 5.1 shall be adjusted proportionately, and the Committee shall make such adjustments to the Plan and Awards as it deems necessary, in its sole discretion, to prevent dilution\nor enlargement of rights immediately resulting from such transaction. Action by the Committee may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of\nshares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards or the measure to be used to determine the amount of the benefit payable on an Award; and (iv) any other adjustments that the Committee\ndetermines to be equitable. Notwithstanding the foregoing, the Committee shall not make any adjustments to outstanding Options or SARs that would constitute a modification or substitution of the stock right under Treas. Reg. Sections 1.409A-1(b)(5)(v) that would be treated as the grant of a new stock right or change in the form of payment for purposes of Code Section 409A. Without limiting the foregoing, in the event of a subdivision of\nthe outstanding Stock (stock-split), a declaration of a dividend payable in Shares, or a combination or consolidation of the outstanding Stock into a lesser number of Shares, the authorization limits under Section 5.1 shall automatically be\nadjusted proportionately, and the Shares then subject to each Award shall automatically, without the necessity for any additional action by the Committee, be adjusted proportionately without any change in the aggregate purchase price therefor.\n14.2. DISCRETIONARY ADJUSTMENTS. Upon the occurrence or in anticipation of any corporate event or transaction involving the Company\n(including, without limitation, any merger, reorganization, recapitalization, combination or exchange of shares, or any transaction described in Section 14.1), the Committee may, in its sole discretion, provide (i) that Awards will be\nsettled in cash rather than Stock, (ii) that Awards will become immediately vested and exercisable and will expire after a designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a\ntransaction or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding Awards may be settled by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the\nunderlying Stock, as of a specified date associated with the transaction, over the exercise price of the Award, (v) that performance targets and performance periods for Performance Awards will be modified, or (vi) any combination of the\nforegoing. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated.\n14.3. GENERAL. Any discretionary adjustments made pursuant to this Article 14 shall be\nsubject to the provisions of Section 15.2. To the extent that any adjustments made pursuant to this Article 14 cause Incentive Stock Options to cease to qualify as Incentive Stock Options, such Options shall be deemed to be Nonstatutory Stock\nOptions."} +{"idx": 61, "level": 2, "span": "ARTICLE 15"} +{"idx": 61, "level": 2, "span": "AMENDMENT, MODIFICATION AND TERMINATION\n15.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee may, at any time and from time to time, amend, modify or\nterminate the Plan without stockholder approval; provided, however, that if an amendment to the Plan would, in the reasonable opinion of the Board or the Committee, either (i) materially increase the number of Shares available\nunder the Plan, (ii) expand the types of awards under the Plan, (iii) materially expand the class of participants eligible to participate in the Plan, (iv) materially extend the term of the Plan, or (v) otherwise constitute a\nmaterial change requiring stockholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of an Exchange, then such amendment shall be subject to stockholder approval; and provided,\nfurther, that the Board or Committee may condition any other amendment or modification on the approval of stockholders of the Company for any reason, including by reason of such approval being necessary or deemed advisable (i) to comply\nwith the listing or other requirements of an Exchange, or (ii) to satisfy any other tax, securities or other applicable laws, policies or regulations.\n15.2. AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the Committee may amend, modify or terminate any outstanding Award\nwithout approval of the Participant; provided, however:\n(a) Subject to the terms of the applicable Award\nNotification, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date\nof such amendment or termination (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment or termination\nover the exercise or base price of such Award);\n(b) The original term of an Option or SAR may not be extended without the\nprior approval of the stockholders of the Company;\n(c) Except as otherwise provided in Section 14.1, the exercise\nprice of an Option or SAR may not be reduced, directly or indirectly, without the prior approval of the stockholders of the Company; and\n(d) No termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan,\nwithout the written consent of the Participant affected thereby. An outstanding Award shall not be deemed to be “adversely affected” by a Plan amendment if such amendment would not reduce or diminish the value of such Award determined as\nif the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of\nthe Fair Market Value as of the date of such amendment over the exercise or base price of such Award).\n15.3. COMPLIANCE\nAMENDMENTS. Notwithstanding anything in the Plan or in any Award Notification to the contrary, the Board may amend the Plan or an Award Notification, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of\nconforming the Plan\nor Award Notification to any present or future law relating to plans of this or similar nature (including, but not limited to, Section 409A of the Code), and to the administrative\nregulations and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 15.3 to any Award granted under the Plan without further consideration or action."} +{"idx": 61, "level": 3, "span": "(a) Subject to the terms of the applicable Award\nNotification, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date\nof such amendment or termination (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment or termination\nover the exercise or base price of such Award);"} +{"idx": 61, "level": 3, "span": "(b) The original term of an Option or SAR may not be extended without the\nprior approval of the stockholders of the Company;"} +{"idx": 61, "level": 3, "span": "(c) Except as otherwise provided in Section 14.1, the exercise\nprice of an Option or SAR may not be reduced, directly or indirectly, without the prior approval of the stockholders of the Company; and"} +{"idx": 61, "level": 3, "span": "(d) No termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan,\nwithout the written consent of the Participant affected thereby. An outstanding Award shall not be deemed to be “adversely affected” by a Plan amendment if such amendment would not reduce or diminish the value of such Award determined as\nif the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of\nthe Fair Market Value as of the date of such amendment over the exercise or base price of such Award)."} +{"idx": 61, "level": 2, "span": "ARTICLE 16"} +{"idx": 61, "level": 2, "span": "GENERAL\nPROVISIONS\n16.1. RIGHTS OF PARTICIPANTS.\n(a) No Participant or any Eligible Participant shall have any claim to be granted any Award under the Plan. Neither the\nCompany, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may be made by the Committee selectively among Eligible Participants who receive, or are eligible\nto receive, Awards (whether or not such Eligible Participants are similarly situated).\n(b) Nothing in the Plan, any Award\nNotification or any other document or statement made with respect to the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment or status as an officer, or any\nParticipant’s service as a director, at any time, nor confer upon any Participant any right to continue as an employee, officer, or director of the Company or any Affiliate, whether for the duration of a Participant’s Award or otherwise.\n(c) Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or\nany Affiliate and, accordingly, subject to Article 15, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company or any of\nits Affiliates.\n(d) No Award gives a Participant any of the rights of a stockholder of the Company unless and until Shares\nare in fact issued to such person in connection with such Award.\n16.2. WITHHOLDING. The Company or any Affiliate shall have the\nauthority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with\nrespect to any exercise, lapse of restriction or other taxable event arising as a result of the Plan. With respect to withholding required upon any taxable event under the Plan, the Committee may, at the time the Award is granted or thereafter,\nrequire or permit that any such withholding requirement be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required\nto be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. All such elections shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.\n16.3. SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE.\n(a) General. It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the\napplication of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Notifications shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or\nany Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or\nadvisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.\n(b) Definitional Restrictions. Notwithstanding anything in the Plan or in any Award Notification to the contrary, to the extent that\nany amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable, or a different form of payment\n(e.g., lump sum or installment) would be effected, under the Plan or any Award Notification by reason of the occurrence of a Change in Control, or the Participant’s Disability or separation from service, such amount or benefit will not be\npayable or distributable to the Participant, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change in Control, Disability or separation from service meet any\ndescription or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective\nprovisions that may be available under such definition). This provision does not prohibit the vesting of any Award upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or\ndistribution of any amount or benefit, such payment or distribution shall be made on the next earliest payment or distribution date or event specified in the Award Notification that is permissible under Section 409A of the Code. If this provision\nprevents the application of a different form of payment of any amount or benefit, such payment shall be made in the same form as would have applied absent such designated event or circumstance.\n(c) Allocation among Possible Exemptions. If any one or more Awards granted under the Plan to a Participant could qualify for any\nseparation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company (acting through the\nCommittee) shall determine which Awards or portions thereof will be subject to such exemptions.\n(d)\nSix-Month Delay in Certain Circumstances. Notwithstanding anything in the Plan or in any Award Notification to the contrary, if any amount or benefit that would constitute\nnon-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan or any Award Notification by reason of a Participant’s\nseparation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section\n1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):\n(i) the amount of such non-exempt deferred compensation that would otherwise be payable\nduring the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the\nParticipant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”), and\n(ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the\nRequired Delay Period.\nFor purposes of this Plan, the term “Specified Employee” has the meaning given such term\nin Section 409A of the Code and the final regulations thereunder, provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of the\nsix-month delay rule of 409A(a)(2)(B)(i) of the Code shall be determined in accordance with rules adopted by the Board or any committee of the Board, which shall be applied consistently\nwith respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.\n16.4. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With\nrespect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Notification shall give the Participant any rights that are greater than those of a general creditor of the Company or any\nAffiliate. This Plan is not intended to be subject to ERISA.\n16.5. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall\nbe taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Company or any Affiliate unless provided otherwise in such other plan.\n16.6. EXPENSES. The expenses of administering the Plan shall be borne by the Company and its Affiliates.\n16.7. TITLES AND HEADINGS. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event\nof any conflict, the text of the Plan, rather than such titles or headings, shall control.\n16.8. GENDER AND NUMBER. Except where\notherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.\n16.9. FRACTIONAL SHARES. No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall\nbe given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down.\n16.10. GOVERNMENT\nAND OTHER REGULATIONS.\n(a) Notwithstanding any other provision of the Plan, no Participant who acquires Shares\npursuant to the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such\noffer and sale is made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of the 1933\nAct, such as that set forth in Rule 144 promulgated under the 1933 Act.\n(b) Notwithstanding any other provision of the\nPlan, if at any time the Committee shall determine that the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any foreign, federal, state or local law or practice, or the consent or approval of any\ngovernmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered or received pursuant to such Award\nunless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall\nmake such representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver any\ncertificate or certificates for Shares under the Plan prior to the Committee’s determination that all\nrelated requirements have been fulfilled. The Company shall in no event be obligated to register\nany securities pursuant to the 1933 Act or applicable state or foreign law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation or requirement.\n16.11. GOVERNING LAW. To the extent not governed by federal law, the Plan and all Award Notifications shall be construed in accordance\nwith and governed by the laws of the State of Maryland.\n16.12. ADDITIONAL PROVISIONS. Each Award Notification may contain such\nother terms and conditions as the Committee may determine; provided that such other terms and conditions are not inconsistent with the provisions of the Plan.\n16.13. NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall not in any way affect the right or power of the Company to\nmake adjustments, reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company,\nfor proper corporate purposes, to draft or assume awards, other than under the Plan, to or with respect to any person. If the Committee so directs, the Company may issue or transfer Shares to an Affiliate, for such lawful consideration as the\nCommittee may specify, upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms of an Award granted to such Participant and specified by the Committee pursuant to the provisions\nof the Plan.\n16.14. INDEMNIFICATION. Each person who is or shall have been a member of the Committee or of the Board shall be\nindemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he\nor she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid\nby him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to\nhandle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive\nof any other rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.\n********************\nThe foregoing Long Term Incentive Plan was adopted by the Board on February 16, 2017 and by\nthe stockholders on May 10, 2017."} +{"idx": 61, "level": 3, "span": "(a) No Participant or any Eligible Participant shall have any claim to be granted any Award under the Plan\nNeither the\nCompany, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may be made by the Committee selectively among Eligible Participants who receive, or are eligible\nto receive, Awards (whether or not such Eligible Participants are similarly situated)."} +{"idx": 61, "level": 3, "span": "(b) Nothing in the Plan, any Award\nNotification or any other document or statement made with respect to the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment or status as an officer, or any\nParticipant’s service as a director, at any time, nor confer upon any Participant any right to continue as an employee, officer, or director of the Company or any Affiliate, whether for the duration of a Participant’s Award or otherwise."} +{"idx": 61, "level": 3, "span": "(c) Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or\nany Affiliate and, accordingly, subject to Article 15, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company or any of\nits Affiliates."} +{"idx": 61, "level": 3, "span": "(d) No Award gives a Participant any of the rights of a stockholder of the Company unless and until Shares\nare in fact issued to such person in connection with such Award."} +{"idx": 61, "level": 3, "span": "(a) General\nIt is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the\napplication of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Notifications shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or\nany Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or"} +{"idx": 61, "level": 3, "span": "(b) Definitional Restrictions\nNotwithstanding anything in the Plan or in any Award Notification to the contrary, to the extent that\nany amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable, or a different form of payment\n(e.g., lump sum or installment) would be effected, under the Plan or any Award Notification by reason of the occurrence of a Change in Control, or the Participant’s Disability or separation from service, such amount or benefit will not be\npayable or distributable to the Participant, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change in Control, Disability or separation from service meet any\ndescription or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective\nprovisions that may be available under such definition). This provision does not prohibit the vesting of any Award upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or\ndistribution of any amount or benefit, such payment or distribution shall be made on the next earliest payment or distribution date or event specified in the Award Notification that is permissible under Section 409A of the Code. If this provision\nprevents the application of a different form of payment of any amount or benefit, such payment shall be made in the same form as would have applied absent such designated event or circumstance."} +{"idx": 61, "level": 3, "span": "(c) Allocation among Possible Exemptions\nIf any one or more Awards granted under the Plan to a Participant could qualify for any\nseparation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company (acting through the\nCommittee) shall determine which Awards or portions thereof will be subject to such exemptions."} +{"idx": 61, "level": 3, "span": "(d)\nSix-Month Delay in Certain Circumstances. Notwithstanding anything in the Plan or in any Award Notification to the contrary, if any amount or benefit that would constitute\nnon-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan or any Award Notification by reason of a Participant’s\nseparation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section\n1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):"} +{"idx": 61, "level": 4, "span": "(i) the amount of such non-exempt deferred compensation that would otherwise be payable\nduring the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the\nParticipant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”), and"} +{"idx": 61, "level": 4, "span": "(ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the\nRequired Delay Period."} +{"idx": 61, "level": 3, "span": "(a) Notwithstanding any other provision of the Plan, no Participant who acquires Shares\npursuant to the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such\noffer and sale is made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of the 1933\nAct, such as that set forth in Rule 144 promulgated under the 1933 Act."} +{"idx": 61, "level": 3, "span": "(b) Notwithstanding any other provision of the\nPlan, if at any time the Committee shall determine that the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any foreign, federal, state or local law or practice, or the consent or approval of any\ngovernmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered or received pursuant to such Award\nunless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall\nmake such representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver any\ncertificate or certificates for Shares under the Plan prior to the Committee’s determination that all"} +{"idx": 61, "level": 2, "span": "3.2\nTERMINATION OF PLAN. The Plan shall terminate on the tenth anniversary\nof the Plan Effective Date unless earlier terminated as provided herein. The termination of the Plan on such date shall not affect the validity of any Award outstanding on the date of termination, which shall continue to be governed by the\napplicable terms and conditions of this Plan. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten (10) years after the earlier of (a) adoption of this Plan by the Board, or (b) the Plan Effective\nDate."} diff --git a/data/auto_parse/level_freeze/frozen/idx_62.jsonl b/data/auto_parse/level_freeze/frozen/idx_62.jsonl new file mode 100644 index 0000000..1b15cc0 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_62.jsonl @@ -0,0 +1,59 @@ +{"idx": 62, "level": 1, "span": "2017 AFI PSU CASH | CASH FLOW"} +{"idx": 62, "level": 1, "span": "(Non-US China)"} +{"idx": 62, "level": 1, "span": "ARMSTRONG FLOORING, INC.\n2500 Columbia Ave., P.O. Box 3025\nLancaster, PA 17604\n717.672.9611"} +{"idx": 62, "level": 1, "span": "EXHIBIT B"} +{"idx": 62, "level": 2, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 62, "level": 2, "span": "2016 LONG-TERM INCENTIVE PLAN"} +{"idx": 62, "level": 2, "span": "PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT"} +{"idx": 62, "level": 0, "span": "TERMS AND CONDITIONS\n1.Grant.\n(a)    Subject to the terms set forth below, Armstrong Flooring, Inc. (the “Company”) has granted to the designated employee (the “Grantee”) two target awards (the “Target Award”) of performance-based restricted stock units (the “Performance Units”) as specified in the 2017 Long-Term Performance Restricted Stock Unit Grant Letters to which these Grant Conditions relate (the “Grant Letters”). The “Date of Grant” is March 7, 2017. The Performance Units are Stock Units that relate to common stock of the Company (“Company Stock”) and entitle the Grantee to receive a cash bonus payment from the Grantee’s employer subject to the terms set forth below.\n(b)    The Performance Units shall be earned, vested and payable if and to the extent that the Cumulative Free Cash Flow and Cumulative EBITDA performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met. The “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019.\n(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters. This grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan.\n2.    Performance Goals; Vesting.\n(a)    The Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through December 31, 2019 (the “Vesting Date”). The Performance Goals shall be earned based on attainment of the Performance Goals and shall vest based on the Grantee’s continued employment through the Vesting Date, or as otherwise provided below.\n(b)    After the end of the Performance Period, the Management Development and Compensation Committee (the “Committee”) will determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units. The Grantee can earn up to 200% of the Target Award based on\nattainment of the Performance Goals, as set forth in the Grant Letters. Earned and vested Performance Units shall be payable as described in Section 5.\n(c)    If a Change in Control occurs, the amount earned with respect to the Performance Units shall be determined as of the date of the Change in Control as described in the Grant Letters. The earned Performance Units shall continue to vest based on the Grantee’s continued employment through the Vesting Date, except as otherwise provided herein. Earned and vested Performance Units shall be payable as described in Section 5. Notwithstanding the foregoing, if the Performance Units are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Units shall vest as of the date of the Change in Control, and such earned and vested Performance Units shall be paid as of the date of the Change in Control if the Change in Control is a 409A CIC (as defined below) and if permitted by the plan termination provisions of the regulations under section 409A of the Code. If payment at the date of the Change in Control is not permitted under section 409A, the earned and vested Performance Units shall be payable as described in Section 5.\n(d)    Except as described below, no Performance Units shall be earned prior to the Committee’s determination of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Units shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination.\n3.    Termination of Employment.\n(a)    General Rule. Except as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Units shall be forfeited as of the termination date and shall cease to be outstanding.\n(b)    “55 / 5” Rule Termination. If, after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of a “55 / 5” Rule Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period; provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(c)    Involuntary Termination before a Change in Control. If, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date,\nthe Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period, provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(d)    Death or Long-Term Disability Before a Change in Control. If, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(e)    Involuntary Termination, Death and Disability on or after a Change in Control. If the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Units earned as of the Change in Control date as described in the Grant Letters.\n(f)    Coordination of Provisions. If the Grantee terminates employment in a termination that is both a “‘55 / 5’ Rule Termination” and an Involuntary Termination, the termination shall be treated as an Involuntary Termination for purposes of the Grant Condition and Grant Letters.\n4.    Definitions. For purposes of these Grant Conditions and the Grant Letters:\n(a)    “‘55 / 5’ Rule Termination” shall mean the Grantee’s termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer.\n(b)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer.\n(c)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause.\n(d)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan.\n5.    Payment.\n(a)    Except as provided below, after the end of the Performance Period, if the Committee certifies that the Performance Goals and other conditions to payment of the Performance Units have been met, the Company shall cause the Grantee’s employer to make a cash payment to the Grantee, payable in local currency, equal to the Fair Market Value of the shares of Company Stock underlying the earned and vested Performance Units, subject to applicable withholding for Taxes (as defined below) and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan. The Fair Market Value of the shares shall be determined as of the date immediately before the payment date. The cash payment for earned and vested Performance Units shall be made between April 1, 2020 and April 30, 2020, except as provided below. All unpaid Performance Units shall be forfeited in the event of termination for Cause.\n(b)    If the Grantee’s employment terminates for any reason other than Cause upon or within two years after a Change in Control that meets the requirements of a 409A CIC, the Company shall cause the Grantee’s employer to make a cash payment to the Grantee, payable in local currency, equal to the Fair Market Value of the shares of Company Stock underlying the earned and vested Performance Units within 60 days after the termination date, subject to applicable withholding for Taxes and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan. The Fair Market Value of the shares shall be determined as of the date immediately before the payment date. If a Change in Control does not meet the requirements of a 409A CIC, the Grantee’s earned and vested Performance Units shall be paid at the date described in subsection (a).\n6.    Dividend Equivalents. Dividend Equivalents shall accrue with respect to Performance Units and shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Units to which they relate. Dividend Equivalents shall be credited on the Performance Units when dividends are declared on shares of Company Stock from the Date of Grant until the payment date for the vested\nPerformance Units. The Company will keep records of Dividend Equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Vested Dividend Equivalents shall be paid in cash at the same time and subject to the same terms as the underlying vested Performance Units. If and to the extent that the underlying Performance Units are forfeited, all related Dividend Equivalents shall also be forfeited.\n7.    No Stockholder Rights. No shares of Company Stock shall be issued to the Grantee with respect to the Performance Units, and the Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Performance Units.\n8.    No Right to Continued Employment. The grant of Performance Units shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time.\n9.    Incorporation of Plan by Reference. The Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Units constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Units shall be final and binding on the Grantee and any other person claiming an interest in the Performance Units.\n10.    Withholding Taxes.\n(a)    The Employer shall have the right, and the Grantee hereby authorizes the Employer, to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes, social insurance, payroll tax, contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the Performance Units (the “Taxes”).\n(b)    Regardless of any action the Employer takes with respect to any such Taxes, the Grantee acknowledges that the ultimate liability for all such Taxes legally due by the Grantee is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Employer. The Grantee further acknowledges that the Employer (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Performance Units, including the grant, vesting or settlement of the Performance Units and the receipt of any Dividend Equivalents; and (ii) does not commit to structure the terms of the grant or any aspect of the Performance Units to reduce or eliminate the Grantee’s liability for Taxes. Further, if the Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Grantee acknowledges that the Employer (or the Grantee’s\nformer employer, as applicable) may be required to collect, withhold or account for Taxes in more than one jurisdiction.\n11.    Company Policies. All amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time.\n12.    Assignment. The Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Units, except to a successor grantee in the event of the Grantee’s death.\n13.    Section 409A. The Grant Letters and these Grant Conditions are intended to comply with section 409A of the Code or an exemption, consistent with Section 20(h) of the Plan, including the six-month delay for specified employees in accordance with the requirements of section 409A of the Code, if applicable. In furtherance of the foregoing, if the Performance Units or related Dividend Equivalents constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Units and related Dividend Equivalents shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder.\n14.    Successors. The provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event.\n15.    Governing Law. The validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle.\n16.    No Entitlement or Claims for Compensation. In connection with the acceptance of the grant of the Performance Units under the Grant Letters and these Grant Conditions, the Grantee acknowledges the following:\n(a)    the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time;\n(b)    the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past;\n(c)    all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee;\n(d)    the Grantee is voluntarily participating in the Plan;\n(e)    the Performance Units and any payments thereunder are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee’s employer) and which are outside the scope of the Grantee’s employment contract, if any;\n(f)    the Performance Units and any payments thereunder are not to be considered part of the Grantee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;\n(g)    the Performance Units and any payments thereunder are not intended to replace any pension rights or compensation;\n(h)    the grant of Performance Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer;\n(i)    the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the Performance Units; and\n(j)    the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee’s cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee’s employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee’s ceasing to have rights under or be entitled to receive payment under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee shall be deemed to have irrevocably waived the Grantee’s entitlement to pursue such rights or claim.\n17.    Data Privacy.\n(a)    The Grantee hereby explicitly, willingly and unambiguously consents to the collection, systematization, accumulation, storage, blocking, destruction, use, disclosure and transfer, in electronic or other form, of the Grantee’s personal data as described in these Grant Conditions by and among, as applicable, the Grantee’s employer, the Company or its subsidiaries or affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.\n(b)    The Grantee understands that the Grantee’s employer, the Company or its subsidiaries or affiliates, as applicable, hold certain personal information and sensitive personal information about the Grantee regarding the Grantee’s employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its subsidiaries or affiliates and details of all awards in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”).\n(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative. "} +{"idx": 62, "level": 4, "span": "* * *"} +{"idx": 62, "level": 4, "span": "(a)    Subject to the terms set forth below, Armstrong Flooring, Inc\n(the “Company”) has granted to the designated employee (the “Grantee”) two target awards (the “Target Award”) of performance-based restricted stock units (the “Performance Units”) as specified in the 2017 Long-Term Performance Restricted Stock Unit Grant Letters to which these Grant Conditions relate (the “Grant Letters”). The “Date of Grant” is March 7, 2017. The Performance Units are Stock Units that relate to common stock of the Company (“Company Stock”) and entitle the Grantee to receive a cash bonus payment from the Grantee’s employer subject to the terms set forth below."} +{"idx": 62, "level": 4, "span": "(b)    The Performance Units shall be earned, vested and payable if and to the extent that the Cumulative Free Cash Flow and Cumulative EBITDA performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met\nThe “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019."} +{"idx": 62, "level": 4, "span": "(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters\nThis grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan."} +{"idx": 62, "level": 3, "span": "2.    Performance Goals; Vesting."} +{"idx": 62, "level": 4, "span": "(a)    The Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through December 31, 2019 (the “Vesting Date”)\nThe Performance Goals shall be earned based on attainment of the Performance Goals and shall vest based on the Grantee’s continued employment through the Vesting Date, or as otherwise provided below."} +{"idx": 62, "level": 4, "span": "(b)    After the end of the Performance Period, the Management Development and Compensation Committee (the “Committee”) will determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units\nThe Grantee can earn up to 200% of the Target Award based on"} +{"idx": 62, "level": 4, "span": "(c)    If a Change in Control occurs, the amount earned with respect to the Performance Units shall be determined as of the date of the Change in Control as described in the Grant Letters\nThe earned Performance Units shall continue to vest based on the Grantee’s continued employment through the Vesting Date, except as otherwise provided herein. Earned and vested Performance Units shall be payable as described in Section 5. Notwithstanding the foregoing, if the Performance Units are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Units shall vest as of the date of the Change in Control, and such earned and vested Performance Units shall be paid as of the date of the Change in Control if the Change in Control is a 409A CIC (as defined below) and if permitted by the plan termination provisions of the regulations under section 409A of the Code. If payment at the date of the Change in Control is not permitted under section 409A, the earned and vested Performance Units shall be payable as described in Section 5."} +{"idx": 62, "level": 4, "span": "(d)    Except as described below, no Performance Units shall be earned prior to the Committee’s determination of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Units shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination."} +{"idx": 62, "level": 3, "span": "3.    Termination of Employment."} +{"idx": 62, "level": 4, "span": "(a)    General Rule\nExcept as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Units shall be forfeited as of the termination date and shall cease to be outstanding."} +{"idx": 62, "level": 4, "span": "(b)    “55 / 5” Rule Termination\nIf, after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of a “55 / 5” Rule Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period; provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5."} +{"idx": 62, "level": 4, "span": "(c)    Involuntary Termination before a Change in Control\nIf, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date,"} +{"idx": 62, "level": 4, "span": "(d)    Death or Long-Term Disability Before a Change in Control\nIf, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5."} +{"idx": 62, "level": 4, "span": "(e)    Involuntary Termination, Death and Disability on or after a Change in Control\nIf the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Units earned as of the Change in Control date as described in the Grant Letters."} +{"idx": 62, "level": 4, "span": "(f)    Coordination of Provisions\nIf the Grantee terminates employment in a termination that is both a “‘55 / 5’ Rule Termination” and an Involuntary Termination, the termination shall be treated as an Involuntary Termination for purposes of the Grant Condition and Grant Letters."} +{"idx": 62, "level": 3, "span": "4.    Definitions\nFor purposes of these Grant Conditions and the Grant Letters:"} +{"idx": 62, "level": 4, "span": "(a)    “‘55 / 5’ Rule Termination” shall mean the Grantee’s termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer."} +{"idx": 62, "level": 4, "span": "(b)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer."} +{"idx": 62, "level": 4, "span": "(c)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause."} +{"idx": 62, "level": 4, "span": "(d)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan."} +{"idx": 62, "level": 3, "span": "5.    Payment."} +{"idx": 62, "level": 4, "span": "(a)    Except as provided below, after the end of the Performance Period, if the Committee certifies that the Performance Goals and other conditions to payment of the Performance Units have been met, the Company shall cause the Grantee’s employer to make a cash payment to the Grantee, payable in local currency, equal to the Fair Market Value of the shares of Company Stock underlying the earned and vested Performance Units, subject to applicable withholding for Taxes (as defined below) and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan\nThe Fair Market Value of the shares shall be determined as of the date immediately before the payment date. The cash payment for earned and vested Performance Units shall be made between April 1, 2020 and April 30, 2020, except as provided below. All unpaid Performance Units shall be forfeited in the event of termination for Cause."} +{"idx": 62, "level": 4, "span": "(b)    If the Grantee’s employment terminates for any reason other than Cause upon or within two years after a Change in Control that meets the requirements of a 409A CIC, the Company shall cause the Grantee’s employer to make a cash payment to the Grantee, payable in local currency, equal to the Fair Market Value of the shares of Company Stock underlying the earned and vested Performance Units within 60 days after the termination date, subject to applicable withholding for Taxes and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan\nThe Fair Market Value of the shares shall be determined as of the date immediately before the payment date. If a Change in Control does not meet the requirements of a 409A CIC, the Grantee’s earned and vested Performance Units shall be paid at the date described in subsection (a)."} +{"idx": 62, "level": 3, "span": "6.    Dividend Equivalents\nDividend Equivalents shall accrue with respect to Performance Units and shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Units to which they relate. Dividend Equivalents shall be credited on the Performance Units when dividends are declared on shares of Company Stock from the Date of Grant until the payment date for the vested"} +{"idx": 62, "level": 3, "span": "7.    No Stockholder Rights\nNo shares of Company Stock shall be issued to the Grantee with respect to the Performance Units, and the Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Performance Units."} +{"idx": 62, "level": 3, "span": "8.    No Right to Continued Employment\nThe grant of Performance Units shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time."} +{"idx": 62, "level": 3, "span": "9.    Incorporation of Plan by Reference\nThe Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Units constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Units shall be final and binding on the Grantee and any other person claiming an interest in the Performance Units."} +{"idx": 62, "level": 3, "span": "10.    Withholding Taxes."} +{"idx": 62, "level": 4, "span": "(a)    The Employer shall have the right, and the Grantee hereby authorizes the Employer, to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes, social insurance, payroll tax, contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the Performance Units (the “Taxes”)."} +{"idx": 62, "level": 4, "span": "(b)    Regardless of any action the Employer takes with respect to any such Taxes, the Grantee acknowledges that the ultimate liability for all such Taxes legally due by the Grantee is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Employer\nThe Grantee further acknowledges that the Employer (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Performance Units, including the grant, vesting or settlement of the Performance Units and the receipt of any Dividend Equivalents; and (ii) does not commit to structure the terms of the grant or any aspect of the Performance Units to reduce or eliminate the Grantee’s liability for Taxes. Further, if the Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Grantee acknowledges that the Employer (or the Grantee’s"} +{"idx": 62, "level": 3, "span": "11.    Company Policies\nAll amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time."} +{"idx": 62, "level": 3, "span": "12.    Assignment\nThe Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Units, except to a successor grantee in the event of the Grantee’s death."} +{"idx": 62, "level": 3, "span": "13.    Section 409A\nThe Grant Letters and these Grant Conditions are intended to comply with section 409A of the Code or an exemption, consistent with Section 20(h) of the Plan, including the six-month delay for specified employees in accordance with the requirements of section 409A of the Code, if applicable. In furtherance of the foregoing, if the Performance Units or related Dividend Equivalents constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Units and related Dividend Equivalents shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder."} +{"idx": 62, "level": 3, "span": "14.    Successors\nThe provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event."} +{"idx": 62, "level": 3, "span": "15.    Governing Law\nThe validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle."} +{"idx": 62, "level": 3, "span": "16.    No Entitlement or Claims for Compensation\nIn connection with the acceptance of the grant of the Performance Units under the Grant Letters and these Grant Conditions, the Grantee acknowledges the following:"} +{"idx": 62, "level": 4, "span": "(a)    the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time;"} +{"idx": 62, "level": 4, "span": "(b)    the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past;"} +{"idx": 62, "level": 4, "span": "(c)    all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee;"} +{"idx": 62, "level": 4, "span": "(d)    the Grantee is voluntarily participating in the Plan;"} +{"idx": 62, "level": 4, "span": "(e)    the Performance Units and any payments thereunder are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee’s employer) and which are outside the scope of the Grantee’s employment contract, if any;"} +{"idx": 62, "level": 4, "span": "(f)    the Performance Units and any payments thereunder are not to be considered part of the Grantee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;"} +{"idx": 62, "level": 4, "span": "(g)    the Performance Units and any payments thereunder are not intended to replace any pension rights or compensation;"} +{"idx": 62, "level": 4, "span": "(h)    the grant of Performance Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer;"} +{"idx": 62, "level": 5, "span": "(i)    the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty\nThe Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the Performance Units; and"} +{"idx": 62, "level": 4, "span": "(j)    the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee’s cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee’s employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee’s ceasing to have rights under or be entitled to receive payment under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise\nIf, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee shall be deemed to have irrevocably waived the Grantee’s entitlement to pursue such rights or claim."} +{"idx": 62, "level": 3, "span": "17.    Data Privacy."} +{"idx": 62, "level": 4, "span": "(a)    The Grantee hereby explicitly, willingly and unambiguously consents to the collection, systematization, accumulation, storage, blocking, destruction, use, disclosure and transfer, in electronic or other form, of the Grantee’s personal data as described in these Grant Conditions by and among, as applicable, the Grantee’s employer, the Company or its subsidiaries or affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan."} +{"idx": 62, "level": 4, "span": "(b)    The Grantee understands that the Grantee’s employer, the Company or its subsidiaries or affiliates, as applicable, hold certain personal information and sensitive personal information about the Grantee regarding the Grantee’s employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its subsidiaries or affiliates and details of all awards in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”)."} +{"idx": 62, "level": 4, "span": "(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country\nThe Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative."} diff --git a/data/auto_parse/level_freeze/frozen/idx_63.jsonl b/data/auto_parse/level_freeze/frozen/idx_63.jsonl new file mode 100644 index 0000000..bbbcaf0 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_63.jsonl @@ -0,0 +1,193 @@ +{"idx": 63, "level": 1, "span": "CRUDE OIL GATHERING AGREEMENT"} +{"idx": 63, "level": 1, "span": "BY AND BETWEEN"} +{"idx": 63, "level": 1, "span": "ROSEHILL OPERATING COMPANY, LLC, AS PRODUCER"} +{"idx": 63, "level": 1, "span": "AND"} +{"idx": 63, "level": 1, "span": "GATEWAY GATHERING\nAND MARKETING COMPANY, AS GATHERER"} +{"idx": 63, "level": 1, "span": "TABLE OF CONTENTS"} +{"idx": 63, "level": 1, "span": "TABLE OF CONTENTS"} +{"idx": 63, "level": 1, "span": "TABLE OF CONTENTS"} +{"idx": 63, "level": 0, "span": "CRUDE OIL GATHERING AGREEMENT\nThis Crude Oil Gathering Agreement is made and entered into on April 27, 2017 (together with each Agreement Addendum and the Exhibits hereto, this\n“Agreement”), but is effective as of April 27, 2017 (the “Effective Date”) by and between Rosehill Operating Company, LLC, a Delaware limited liability company (“Producer”), and Gateway Gathering and Marketing\nCompany, a Maryland corporation (“Gatherer”). Producer and Gatherer may be referred to individually as “Party” or collectively as “Parties.”"} +{"idx": 63, "level": 1, "span": "Recitals:\nA.    Producer owns rights, title and interests in certain oil and gas leases and other interests located within the Dedication Area\n(defined below) that require services related to the gathering of hydrocarbons.\nB.    Producer wishes to obtain such gathering\nservices from Gatherer pursuant to this Agreement.\nC.    Producer desires to dedicate all crude oil it owns or Controls that is\nattributable to its right, title, and interest in certain oil and gas leases and other interests located within the Dedication Area to the System (defined below).\nD.    Gatherer owns and operates an Individual System that gathers Product from certain oil and gas leases and other interests."} +{"idx": 63, "level": 1, "span": "Agreements:\nNOW, THEREFORE, in\nconsideration of the mutual agreements in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Gatherer and Producer hereby agree as follows:"} +{"idx": 63, "level": 2, "span": "ARTICLE 1"} +{"idx": 63, "level": 2, "span": "DEFINITIONS\nSection 1.1 Definitions. As used in this Agreement, the following capitalized terms shall have the meanings ascribed to\nthem below:\n“Abandonment Date” has the meaning given to it in Section 3.2(d).\n“Additional/Accelerated Well” has the meaning given to it in Section 3.2(c).\n“Adequate Assurance of Performance” has the meaning given to it in Section 10.3.\n“Adjustment Year” has the meaning given to it in Section 6.2(a)(ii).\n“Administrator” has the meaning given to it in Section 7.1(f).\n“Affiliate” means, with respect to any Person, any other Person that directly,\nor indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person. Producer and Gatherer and Raven Gathering System, LLC shall not be considered Affiliates of each other for purposes of\nthis Agreement, except for Section 2.2(b).\n“Affiliate Entity” means any Affiliate to whom Gatherer assigns its rights\nand obligations under this Agreement.\n“Affiliate Entity Dedicated Properties” has the meaning given to it in Section\n16.1(a)(ii).\n“Agreement” has the meaning set forth in the preamble hereof.\n“Agreement Addendum” means an Agreement Addendum by and between Producer and Gatherer that expressly states that it is\ngoverned by this Agreement.\n“Agreement Addenda” shall be the collective reference to each Agreement Addendum then in\neffect.\n“Associated Water” means water that is produced with Producer’s owned or Controlled Product and delivered\nwith such Product to the System at the Receipt Point, which Gatherer will separate (if and to the degree required) from such Product prior to the redelivery of such Product to Producer at the Delivery Point; provided that from and after the point\nthat such water has been separated from such Product (such term, in this context, used excluding Associated Water) and delivered into the Water System, such water shall cease to be Associated Water hereunder and shall be deemed to be Produced Water.\n“Barrel” means a quantity consisting of forty-two Gallons.\n“Beneficiary” has the meaning given to it in Section 4.1(g).\n“BS&W” means basic sediment and water (which for the avoidance of doubt, includes both Associated Water and Produced\nWater).\n“Business Day” means a Day (other than a Saturday or Sunday) on which commercial banks in the State of Texas are\ngenerally open for business.\n“Cancellation Date” has the meaning given to it in Section 3.1(c).\n“Claiming Party” has the meaning given to it in the definition of “Force Majeure”.\n“Communications” has the meaning given to it in Section 17.2.\n“Conditional Amount” has the meaning set forth in Section 10.1(a).\n“Conflicting Dedication” means any gathering agreement, commitment, or arrangement (including any volume commitment) that\nrequires Producer’s owned Product or Product that Producer Controls to be trucked from or sold to a Third Party at the lease or to be gathered on any gathering system or similar system other than the System, including any such agreement,\ncommitment, or\narrangement burdening properties hereinafter acquired by Producer in the Dedication Area. No dedication of acreage shall constitute a Conflicting Dedication if Producer’s requirement under\nsuch dedication is to deliver Product from the tailgate of the System or any other point that is a Delivery Point hereunder.\n“Control” (including the term “Controlled”) means (a) with respect to any Person, the possession,\ndirect or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise and (b) with respect to any Product, such Product produced\nfrom the Dedication Area and owned by a Third Party or an Affiliate and with respect to which Producer has the contractual right or obligation (pursuant to a marketing, agency, operating, unit, or similar agreement) to market such Product and\nProducer elects or is obligated to market such Product on behalf of the applicable Third Party or Affiliate.\n“Credit-Worthy\nPerson” means a Person with a senior unsecured and credit-unenhanced long term debt rating equivalent to A- or better as determined by at least two rating agencies, one of which must be either\nStandard & Poor’s or Moody’s (or if either one or both are not available, equivalent ratings from alternate rating sources reasonably acceptable to Gatherer).\n“Day” means a period of time beginning at 12:00 a.m. (midnight) Central Time on a calendar day and ending at 12:00 a.m.\n(midnight) Central Time on the succeeding calendar day. The term “Daily” shall have the correlative meaning.\n“Dedicated\nProduction” means (a) Product owned by Producer or an Affiliate of Producer and produced from a Well within the Dedication Area that is operated by Producer or an Affiliate of Producer, (b) Product produced within the Dedication\nArea that is owned by a Third Party and under the Control of Producer, and (c) Purchased Dedicated Production.\n“Dedicated\nProperties” means the interests held by Producer or its Affiliates in the oil and/or gas leases, mineral interests, and other similar interests as of the Effective Date or acquired by Producer or its Affiliates after the Effective Date that\nrelate to land within the Dedication Area. Notwithstanding the foregoing, any interest that is permanently released pursuant to Section 2.4(a) or otherwise shall cease to be included in this definition of “Dedicated Properties” immediately\nupon the effectiveness of such permanent release.\n“Dedications” means the Product Dedication and the Real Property\nDedication together, and “Dedication” means the Product Dedication or the Real Property Dedication, as applicable.\n“Dedication Area” means the area described on Exhibit A, including any additions or supplements to such Exhibit after the\nEffective Date and when the context requires.\n“Delivery Point” means the point at which custody transfers from Gatherer\nto or for the account of Producer. The custody transfer point may include (a) the facilities of a Downstream Facility, (b) trucks, (c) the facilities of an oil processing facility or (d) any other point as may be mutually agreed\nbetween the Parties. The Delivery Points for each Individual System in existence on the Effective Date shall be set forth in writing between Producer and Gatherer, and additional points may become Delivery Points hereunder upon mutual agreement of\nthe Parties as construction is completed on additional facilities in satisfaction of the needs identified by Producer and the Parties shall continuously update the list of Delivery Points by mutual agreement.\n“Development Report” has the meaning given to it in Section 3.1(a).\n“Downstream Facility” means any pipeline downstream of any Delivery Point on the System.\n“Drilling Unit” means the area fixed for the drilling of one Well by order or rule of any applicable Governmental Authority,\nor (if no such order or rule is applicable) the area fixed for the drilling of a Well or Planned Well reasonably established by the pattern of drilling in the applicable area or otherwise established by Producer in its reasonable discretion.\n“Drip Condensate” means that portion of Gas owned or Controlled by Producer received into the Gas System (without manual\nseparation or injection) that condenses in the Gas System, and is recovered from the Gas System by Gatherer. If at any time Gatherer is not providing gathering services to Producer in the Dedication Area with respect to Gas, there will be no Drip\nCondensate delivered into the Individual System.\n“Effective Date” has the meaning given to it in the preamble of this\nAgreement.\n“Escalation Percentage” means 3.0%.\n“Excluded Amounts” means Gatherer’s general and administrative costs and any costs for design or construction of\nfacilities that can be used to connect other Planned Wells or Planned Separator Facilities in the Development Report that Producer at such time intends to develop.\n“Facility Segment” means each segment of an Individual System comprised of facilities beginning at a Receipt Point and ending\nat a Delivery Point. If an Individual System does not contain any such distinct segment, then the term Facility Segment shall be synonymous with Individual System.\n“First Development Report” means the first Development Report delivered by Producer to Gatherer that satisfies the\nrequirements for a Development Report in Section 3.1(a) and Section 3.1(b).\n“Flash Gas” means any gas that has been\nvaporized from Product resulting from the gathering and treating of Product in the Individual System pursuant to this Agreement and has been collected by Gatherer.\n“Force Majeure” means an event that is not within the reasonable control of the Party claiming suspension (the “Claiming\nParty”), and that by the exercise of reasonable due diligence the Claiming Party is unable to avoid or overcome in a reasonable manner. To the extent meeting the foregoing requirements, Force Majeure includes: (a) acts of God;\n(b) wars (declared or undeclared); (c) insurrections, hostilities, riots; (d) floods, droughts, fires, storms, storm warnings, landslides, lightning, earthquakes, washouts; (e) industrial disturbances, acts of a public enemy, acts of\nterror, sabotage, blockades, epidemics; (f) arrests and restraints of rulers and peoples; (g) civil disturbances; (h) explosions, breakage or accidents to machinery or lines of pipe; (i) hydrate obstruction or blockages of any\nkind in lines of pipe; (j) freezing of wells or delivery facilities, partial or entire failure of wells, and\nother events beyond the reasonable control of the Claiming Party that affect the timing of production or production levels; (k) action or restraint by court order or any Governmental\nAuthority (so long as the Claiming Party has not applied for or assisted in the application for, and has opposed where and to the extent commercially reasonable, such action or restraint), (l) delays or failures by a Governmental Authority to grant\nPermits applicable to the System (or any Individual System) so long as the Claiming Party has used its commercially reasonable efforts to promptly make any and all required filings with such Governmental Authority relating to such Permits, and\n(m) delays or failures by the Claiming Party to obtain easements and rights of way, surface leases and other real property interests related to the System (or any Individual System) from Third Parties, so long as the Claiming Party has used its\ncommercially reasonable efforts to obtain such easements and rights of way, surface leases and other real property interests. The failure of a Claiming Party to settle or prevent a strike or other labor dispute with employees shall not be considered\nto be a matter within such Claiming Party’s control.\n“Gallon” means one U.S. Standard gallon measured at 60 degrees\nFahrenheit.\n“Gas” means any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons,\nincluding Flash Gas and, unless otherwise expressly provided herein, liquefiable hydrocarbons, and including inert and noncombustible gases, produced in the Dedication Area.\n“Gas System” means the Gas gathering system providing Gas gathering services to Producer.\n“Gatherer” has the meaning set forth in the preamble of this Agreement.\n“Gatherer Group” means Gatherer, its Affiliates, and the directors, officers, employees, and agents, of Gatherer and its\nAffiliates; including Raven Pipeline even though Raven holds no equity in Gatherer.\n“Governmental Authority” means any\nfederal, state, local, municipal, tribal or other government; any governmental, regulatory (including self-regulatory) or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive,\njudicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.\n“Group” means (a) with respect to Gatherer, the Gatherer Group, and (b) with respect to Producer, the Producer\nGroup.\n“Increase in Fee” has the meaning given to it in Section 6.2(b).\n“Individual Fee” means the rate for each Individual System set forth on Exhibit C.\n“Individual System” means the portion of the System beginning at the Receipt Points described on the applicable Agreement\nAddendum and ending at the Delivery Points described on the applicable Agreement Addendum. The Individual Systems in existence on the Effective Date are more particularly described in the applicable Agreement Addendum. Additional Individual Systems\nmay be added to the System from time to time in satisfaction of the needs identified by Producer and evidenced in writing between Producer and Gatherer.\n“Initial Term” has the meaning given to it in Section 8.1.\n“Interest Rate” means, on the applicable date of determination, the prime rate (as published in the “Money Rates”\ntable of The Wall Street Journal, eastern edition, or if such rate is no longer published in such publication or such publication ceases to be published, then as published in a similar national business publication as mutually agreed by the\nParties) plus an additional two percentage points (or, if such rate is contrary to any applicable Law, the maximum rate permitted by such applicable Law).\n“Inventory Account” has the meaning given to it in Section 5.4(f).\n“Invoice Month” has the meaning given to it in Section 10.1(a).\n“Law” means any applicable statute, law, rule, regulation, ordinance, order, code, ruling, writ, injunction, decree or other\nofficial act of or by any Governmental Authority.\n“Loss” or “Losses” means any actions, claims, causes\nof action (including actions in rem or in personam), settlements, judgments, demands, liens, encumbrances, losses, damages, fines, penalties, interest, costs, liabilities, expenses (including expenses attributable to the defense of any actions or\nclaims and attorneys’ fees) of any kind or character, including Losses for bodily injury, death, or property damage, whether under judicial proceedings, administrative proceedings or otherwise, and under any theory of tort, contract, breach of\ncontract, breach of representation or warranty (express or implied) or by reason of the conditions of the premises of or attributable to any Person or Person or any Party or Parties.\n“Measurement Device” means the lease automatic custody transfer, coriolis, or other metering device or equipment which, along\nwith application of test results (e.g. shrinkage factors, BS&W factors, meter proves, etc), as required for the Individual System, measure the amount of oil, water, and BS&W, all of which shall conform to industry standards and government\nregulations, as further described in Article 4.\n“Measurement Point” means the Measurement Device that the Parties have\nagreed in writing will measure the volume of Product moving through the Individual System.\n“Meetings of Senior\nManagement” means meetings between senior members of management of Gatherer and Producer, or, if applicable, senior members of management of an Affiliate of Gatherer or Producer, respectively, that Controls such entity.\n“Modifications” has the meaning given to it in Section 3.1(c).\n“Month” means a period of time from 7:00 a.m. Central Time on the first Day of a calendar month until 7:00 a.m. Central Time\non the first Day of the next succeeding calendar month. The term “Monthly” shall have the correlative meaning.\n“Monthly\nLoss/ Gain Report” means, with respect to any Invoice Month, the report delivered pursuant to Section 10.1(c), which shall include statements of the following with respect to such Invoice Month: (a) the System Gains/Losses,\n(b) the Other System Fuel used by Gatherer in the\noperation of the Individual System, (c) the Associated Water returned to Producer, and (d) to the extent required by a writing signed by Producer and Gatherer, the Drip Condensate, the\nRecovered Oil and Flash Gas recovered by Gatherer and returned to Producer. With respect to any allocated volumes (specifically, those described in clauses (c) and, if applicable, (d)), the information included shall be of sufficient detail\nsuch that Producer may verify that the allocation procedures then in effect for the applicable Invoice Month were applied.\n“Moody’s” means Moody’s Investors Service, Inc., or any successor to its statistical rating business.\n“Net Standard Volume” means, with respect to Product, the gross standard volume, excluding BS&W. For purposes of this\ndefinition, the following terms have the definitions set forth below:\n1.    “Indicated Volume” means\nthe change in meter reading which occurs during a receipt or delivery (Indicated Volume = closed meter reading - open meter reading).\n2.    “Gross Volume” means the Indicated Volume multiplied by the meter factor for the particular liquid\nand flow rate under which the meter was proved.\n3.    “Gross Standard Volume” means the Gross\nVolume, corrected for base gravity, at standard temperature corrected to standard pressure.\n“Oil Quality” means the\ninherent characteristics of Product as determined by measurement or tests including BS&W, API gravity, sulfur content, viscosity, pour point, wax crystallization temperature, metals content, and similar characteristics.\n“On-Line Deadline” has the meaning given to it in Section 3.2(b).\n“Other System Fuel” means any (a) Gas delivered by Producer to Gatherer pursuant to a Transaction Document between\nProducer and Gatherer related to gas gathering services, or (b) Flash Gas, in each case, measured and used as fuel by Gatherer.\n“Owner” has the meaning given to it in Section 4.1(g).\n“Party” or “Parties” has the meaning set forth in the preamble of this Agreement.\n“Period of Five Years” means, with respect to any report delivered hereunder, the period from the first Day of the fiscal\nquarter during which such report is required to be delivered until the fifth anniversary thereof.\n“Period of Three\nYears” means, with respect to any report delivered hereunder, the period beginning on the first Day of the fiscal quarter during which such report is required to be delivered and ending 36 Months after such date.\n“Permits” means any permit, license, approval, or consent from a Governmental Authority.\n“Person” means any individual, corporation, company, partnership, limited partnership, limited liability company, trust,\nestate, Governmental Authority, or any other entity.\n“Planned Separator Facility” has the meaning given to it in Section 3.1(b)(i).\n“Planned Well” has the meaning given to it in Section 3.1(b)(i).\n“Produced Water” means water that is produced as a byproduct of Producer’s operation of the Wells that are located in\nthe Dedication Area; provided that any water that is Associated Water shall not constitute Produced Water hereunder until such time as it has been separated from Product and ceases being Associated Water. The term “Produced Water” shall\nrefer to all water that is in the Water System, whether such water is in the form of saltwater or water that has completed the recycling and treating processes.\n“Producer” has the meaning set forth in the first paragraph hereof.\n“Producer Group” means Producer, its Affiliates, and the directors, officers, employees, and agents of Producer and its\nAffiliates.\n“Producer Line Fill” has the meaning given to it in Section 5.4(f)(i).\n“Producer Meters” means any Measurement Device owned and operated by Producer (or caused to be installed or operated by\nProducer).\n“Product” means the crude oil produced from oil or gas wells, in its natural form, which may include\nAssociated Water and Flash Gas naturally produced therewith.\n“Product Dedication” means the dedication and commitment\nmade by Producer pursuant to Section 2.1(a). “Psig” means pounds per square inch gauge.\n“Purchased Dedicated\nProduction” means Product produced by a Third Party that (a) either (i) has been purchased by Producer or (ii) the Parties have mutually agreed should be considered “Dedicated Production,” and (b) for which the\nParties have agreed upon a Receipt Point for delivery into the Individual System.\n“Real Property Dedication” means the\ndedication and commitment made by Producer pursuant to the first sentence in Section 2.1(b).\n“Receipt Point” means the\npoint at which custody transfers from Producer to Gatherer. The custody transfer point may include: (a) with respect to any Well serviced by a Separator Facility, each of the connecting flanges on the System located at or near such Separator\nFacility, which flanges connect such Separator Facility to the System, (b) with respect to any Well that is not serviced by a Separator Facility, each of the connecting flanges on the System that connect the Producer’s line to the System,\n(c) with respect to any Product delivered to an Individual System by truck, the applicable truck unload facility or (d) any other point as may be mutually agreed between the Parties. The Receipt Points in existence on the Effective Date\nshall be set forth in writing between Producer and Gatherer, and additional points may become Receipt Points hereunder upon mutual agreement of the Parties as construction is completed on additional facilities in satisfaction of the needs identified\nby Producer and the Parties shall continuously update the list of Receipt Points by mutual agreement.\n“Recovered Oil” means that portion of Product Controlled by Producer received\ninto the Water System that is recovered by Gatherer. If at any time Gatherer is not providing gathering services to Producer in the Dedication Area with respect to Produced Water, there will be no Recovered Oil delivered into the Individual System.\n“Redetermination Deadline” has the meaning given to it in Section 6.2(a)(ii).\n“Redetermination Proposal” has the meaning given to it in Section 6.2(a)(i).\n“Redetermined Individual Fee” has the meaning given to it in Section 6.2(a)(i).\n“Reimbursed Amount” has the meaning given to it in Section 10.1(a).\n“Rules” has the meaning given to it in Section 17.6.\n“Separator Facility” means the surface facility where the Product produced from one or more Wells in the Dedication Area is\ncollected and gas and Associated Water are separated from the Product. A Separator Facility may be known by Gatherer as an econode but may also refer to a well pad or other facility from which Product is delivered into the System.\n“Services” means: (a) the receipt of Producer’s owned or Controlled Product (including Associated Water and Flash\nGas, as applicable in the approved System Plan) at the Receipt Points; (b) the receipt of Producer’s owned or Controlled Recovered Oil, (c) the gathering of such Product; (d) the storage of such Product; (e) the gathering of\nsuch Associated Water from the applicable Well to the point in the Individual System where Associated Water is delivered into the Water System, (f) the heating, separation, and chemical and other treatment of Product to remove Associated Water\nand Flash Gas from the Product prior to the applicable Delivery Point to the extent agreed between Producer and Gatherer and to the extent required to meet Oil Quality specification of Downstream Facilities or markets designated by the Producer;\n(g) the redelivery of Product to Producer at the applicable Delivery Point for Producer’s account (inclusive of actual System gains or losses for the respective Individual System), (h) the delivery of Flash Gas into the Gas System at an\nappropriate Delivery Point; and (i) the other services to be performed by Gatherer in respect of such Product as set forth in this Agreement and the System Plan for an Individual System, all in accordance with the terms of this Agreement\n(including any services with respect to metering services).\n“Services Fee” means, collectively, the fees described in\nSection 6.1.\n“Standard & Poor’s” means Standard & Poor’s Rating Group, a\ndivision of McGraw Hill, Inc., or any successor to its statistical rating business.\n“System” means, collectively, the\nIndividual Systems described in the Agreement Addenda, collectively, including: (a) pipelines; (b) central facilities inclusive of pumping, heating, separating, treating, stabilizing, vapor recovery, and other equipment, (c) controls; (d)\nDelivery Points, meters and measurement facilities; (e) storage for Product; (f) easements, licenses, rights of way, fee parcels, surface rights and Permits; (g) pumping facilities, if any, and (h) all appurtenant facilities, in\neach case, that are owned, leased or operated by Gatherer to provide Services to Producer or Third Parties, as such gathering system and facilities are modified or extended from time to time to provide Services to Producer pursuant to the terms\nhereof or to Third Parties, including the Facility Segments operated under this Agreement by Gatherer.\n“System Gains/Losses” means any Product, in terms of Barrels, received into the\nSystem that is lost, gained, or otherwise not accounted for incident to, or occasioned by, the gathering, and redelivery, of Product, including Product lost or gained in connection with the operation of a pipeline, excluding line pack for new\nfacilities. System Gains/Losses will be determined and allocated on an Individual System basis.\n“System Plan” has the\nmeaning given to it in Section 3.1(c).\n“Target On-Line Date” means, as may be\nadjusted pursuant to Section 3.2(c), (a) with respect to a Planned Separator Facility or, with respect to a Planned Well that is not intended to be serviced by a Separator Facility, such Planned Well, in either case, that is described for the first\ntime in the First Development Report, the date specified in the First Development Report for the applicable Planned Separator Facility or Planned Well, as applicable, and (b) with respect to any Planned Separator Facility or, with respect to\nany Planned Well that is not intended to be serviced by a Separator Facility, such Planned Well, in either case, that is not described in the First Development Report, 24 Months after the date of the Development Report that initially reflected the\nPlanned Separator Facility or Planned Well, as applicable, unless Gatherer consents to a shorter time period.\n“Target\nPressure” means 90 Psig, as measured at the inlet to the applicable central facility, unless otherwise set forth in writing between Producer and Gatherer.\n“Tender” means the act of Producer’s making Product available or causing Product to be made available to the System at a\nReceipt Point, and “Tendered” shall have the correlative meaning.\n“Term” has the meaning given to it in\nSection 8.1.\n“Third Party” means any Person other than a Party to this Agreement or any Affiliate of a Party to\nthis Agreement.\n“Threshold Amount” means the “Threshold Amount” set forth on Exhibit C.\n“Transaction Document” means each agreement entered into pursuant to the agreement terms and conditions related to gas\ngathering services, agreement terms and conditions related to oil gathering services, agreement terms and conditions related to produced water services, agreement terms and conditions related to gas processing services, agreement terms and\nconditions related to crude oil treating services, and agreement terms and conditions related to fresh water services, now or in the future existing between Producer, on the one hand, and Gatherer\nor one or more subsidiaries of Gatherer, on the other hand, together with (i) each additional or replacement agreement entered into between such Persons and (ii) all amendments or\nmodifications to each of the foregoing. .\n“Water System” means any Produced Water system used to provide Produced Water\nservices to Producer.\n“Well” means a well (i) for the production of hydrocarbons, (ii) that\nis located in the Dedication Area, (iii) in which Producer owns an interest, and (iv) for which Producer has a right or obligation to market Product produced thereby through ownership or pursuant to a marketing, agency, operating, unit, or\nsimilar agreement.\n“Year” means a period of time from January 1 of a calendar year through December 31 of the\nsame calendar year; provided that the first Year shall commence on the Effective Date and run through December 31 of that calendar year, and the last Year shall commence on January 1 of the calendar year and end on the Day on which\nthis Agreement terminates.\nSection 1.2 Other Terms. Other capitalized terms used in this Agreement and not defined in\nSection 1.1 have the meanings ascribed to them throughout this Agreement.\nSection 1.3 References and Rules of\nConstruction. All references in this Agreement to Exhibits, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Articles, Sections, subsections and other subdivisions of or to this Agreement unless\nexpressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in\nconstruing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import refer to this Agreement as a whole, including the applicable\nAgreement Addendum and all Exhibits and other attachments hereto and the applicable Agreement Addendum, all of which are incorporated herein, and not to any particular Exhibit, Article, Section, subsection or other subdivision unless expressly so\nlimited. The word “including” (in its various forms) means “including without limitation.” The word “or” shall mean “and/or” unless a clear contrary intention exists. The word “from” means from and\nincluding, the word “through” means through and including, and the word “until” means until but excluding. All references to “$” or “dollars” shall be deemed references to United States dollars. The words\n“will” and “shall” have the same meaning, force, and effect. Each accounting term not defined herein will have the meaning given to it under generally accepted accounting principles. Pronouns in masculine, feminine or neuter\ngenders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.\nReferences to any Law, contract or other agreement mean such Law, contract or agreement as it may be amended, supplemented, released, revised, replaced, or otherwise modified from time to time."} +{"idx": 63, "level": 2, "span": "1.    “Indicated Volume” means\nthe change in meter reading which occurs during a receipt or delivery (Indicated Volume = closed meter reading - open meter reading)."} +{"idx": 63, "level": 2, "span": "2.    “Gross Volume” means the Indicated Volume multiplied by the meter factor for the particular liquid\nand flow rate under which the meter was proved."} +{"idx": 63, "level": 2, "span": "3.    “Gross Standard Volume” means the Gross\nVolume, corrected for base gravity, at standard temperature corrected to standard pressure."} +{"idx": 63, "level": 2, "span": "ARTICLE 2"} +{"idx": 63, "level": 2, "span": "PRODUCT\nDEDICATION AND REAL PROPERTY DEDICATION\nSection 2.1 Producer’s Dedications.\n(a)    Product Dedication. Subject to Section 2.2 through Section 2.4, during the Term, Producer exclusively\ndedicates and commits to deliver to Gatherer under this Agreement, as and when produced, all of the Dedicated Production and agrees not to deliver any Dedicated Production to any other gatherer, purchaser, marketer, or other Person prior to delivery\nto Gatherer at the Receipt Points.\n(b)    Real Property Dedication. Subject to Section 2.2 through\nSection 2.4, during the Term, Producer grants, dedicates, and commits the Dedicated Properties to Gatherer for performance of the Services pursuant to this Agreement. Except for the Parties’ performance of their obligations under this\nAgreement, no further performance is required by either Party to effectuate the Real Property Dedication.\nSection 2.2\nConflicting Dedications.\n(a)    Notwithstanding anything in this Agreement to the contrary, Producer\nshall have the right to comply with each of the Conflicting Dedications existing on the date hereof and any other Conflicting Dedication applicable immediately before the acquisition of any oil and/or gas leases, mineral interests, and other similar\ninterests within the Dedication Area (i) that are acquired by Producer after the Effective Date and (ii) which otherwise would have become subject to the Dedications (but not any Conflicting Dedications entered into in connection with such\nacquisition). Producer shall have the right to comply with a Conflicting Dedication only until the first Day of the Month following the termination of such Conflicting Dedication, at which time the Product subject to such Conflicting Dedication\nshall automatically be dedicated to this Agreement. Producer shall not extend or renew any Conflicting Dedication and shall terminate each Conflicting Dedication as soon as permitted under the underlying contract without causing Producer to incur\nany costs or expenses deemed unreasonable or inappropriate in the opinion of Producer and shall not enter into any new Conflicting Dedication.\n(b)    Certain Conflicting Dedications may contain rights of first refusal or other provisions that (i) entitle\nProducer to a release of acreage from such Conflicting Dedication if Producer dedicates the released acreage to a Third Party or (ii) expressly prohibit Producer from dedicating such released acreage to an Affiliate of Producer. As used herein,\nthe term “Conflicting Dedication” shall include both the original right of first refusal (or similar right) and the dedication resulting from an exercise of such right of first refusal (or similar right) so long as the resulting dedication\ncovers the same acreage as the original Conflicting Dedication.\n(c)    To the extent Producer claims that a\nConflicting Dedication exists with respect to certain Services on specified Dedicated Properties, Gatherer shall have the right to review the documentation creating such Conflicting Dedication, subject to confidentiality requirements applicable to\nsuch Conflicting Dedication.\nSection 2.3 Producer’s Reservation. Producer reserves the following\nrights respecting Dedicated Production for itself:\n(a)    to operate (or cause to be operated) Wells producing\nDedicated Production in its sole discretion, including the right to drill new Wells, repair and rework old Wells, temporarily shut in Wells, renew or extend, in whole or in part, any oil and gas lease or term mineral interest, or cease production\nfrom or abandon any Well or surrender any applicable oil and gas lease, in whole or in part, when no longer deemed by Producer to be capable of producing in paying quantities under normal methods of operation;\n(b)    to deliver such Dedicated Production or furnish such Dedicated Production to Producer’s lessors and holders of\nother burdens on production with respect to such Dedicated Production as is required to satisfy the terms of the applicable oil and gas leases or other applicable instruments; and\n(c)    to pool, communitize or unitize Producer’s interests with respect\nto Dedicated Production; provided that Producer’s share of Dedicated Production produced from such pooled, communitized, or unitized interests shall be committed and dedicated pursuant to this Agreement.\nSection 2.4 Releases from Dedication.\n(a)    Permanent Releases. Dedicated Production from a Well or Wells affected by one or more of the conditions below, and\nthe acreage in each Drilling Unit with respect to such Wells (or, with respect to Purchased Dedicated Production, the Product delivered by Producer to the Individual System if the applicable Receipt Point is affected by one or more of the conditions\nbelow), shall be permanently released from dedication under this Agreement, and Producer may deliver and commit such Dedicated Production to such other gatherer or gatherers as it shall determine (including an Affiliate Entity):\n(i)    Gatherer’s election pursuant to Section 3.3(b) not to provide Services for (A) any Well or Separator\nFacility for which Producer failed to deliver a Development Report on or before the applicable deadline set forth in Section 3.1(a), (B) any Well or Separator Facility not described in the applicable Development Report or (C) any excess volume\nof Product produced from any Well during any Day that exceeds the volume included in Producer’s estimate set forth in the most recent Development Report delivered to Gatherer;\n(ii)    expiration of the Term, as further described in Section 8.2;\n(iii)    written agreement of Producer and Gatherer;\n(iv)    upon written notice from Producer, the occurrence of a Force Majeure of the type described in clauses (k), (l) or\n(m) of the definition of “Force Majeure” affecting Gatherer that continues for a period of 12 consecutive Months or more or a temporary interruption or curtailment described in Section 5.4(d) that continues for 12 consecutive Months,\nexcept to the extent such interruption or curtailment is caused by the acts or omissions of Producer;\n(v)    upon an\nassignment by Gatherer to an Affiliate Entity in accordance with Section 16.1(a)(ii), provided that simultaneously with such release, the Affiliate Entity Dedicated Properties are made subject to a gathering agreement entered into with the Affiliate\nEntity;\n(vi)    upon written notice from Producer, if a termination of Services pursuant to Section 13.2(a) has\ncontinued for more than six consecutive Months or, without a waiting period, if Producer has received notice from Gatherer of its decision not to provide Services to any planned facilities pursuant to Section 13.2(b); or\n(vii)    in accordance with and subject to the terms of Section 3.2(b).\n(b)    Temporary Release. Dedicated Production and any acreage covering such Dedicated Production may also be temporarily\nreleased from dedication under this Agreement (i) in\naccordance with and subject to the terms of Section 3.2(b) or Section 5.4(d), except to the extent such interruption or curtailment is caused by the acts or omissions of Producer, and\n(ii) in the event of a termination of Services pursuant to Section 13.2 that continues for a period of greater than 60 Days but less than the period specified in Section 2.4(a)(v). To the extent that an interruption or curtailment can be\nlimited to a Facility Segment, Gatherer shall so limit such interruption or curtailment, and to the extent that Gatherer does so limit such curtailment or interruption, the temporary release permitted by this Section 2.4(b) shall only apply to the\naffected Facility Segment. Such temporary release shall terminate on the date specified herein or on the date notified in writing by Gatherer to Producer (which date shall, in all cases, be the first Day of a Month); provided that, if Producer\nobtained temporary services from a Third Party (pursuant to a contract that does not give rise to a default under this Agreement) during the pendency of the applicable interruption, curtailment or other temporary cessation described in this Section\n2.4(b), such reservation shall continue until the earlier of (x) the first Day of the Month that is three Months after the event or condition that gave rise to the interruption, curtailment or other temporary cessation has been corrected and\n(y) the first Day of the Month after the termination of the applicable contract with such Third Party.\n(c)    Evidence of Permanent Release. At the request of Producer, the Parties shall execute a release agreement reasonably\nacceptable to all Parties (which, in the case of a permanent release, shall be in recordable form) reflecting any release of Dedicated Production or Dedicated Properties pursuant to this Section 2.4.\nSection 2.5 Covenants Running with the Land. Each of the Dedications (a) is a covenant running with the Dedicated\nProperties, (b) touches and concerns Producer’s interests in the Dedicated Properties, and (c) shall be binding on and enforceable by Gatherer and its successors and assigns. Except as set forth in Article 16, (i) in the event\nProducer sells, transfers, conveys, assigns, grants or otherwise disposes of any or all of its interest in the Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant or other disposition shall be made subject to this\nAgreement and (ii) in the event Gatherer sells, transfers, conveys, assigns, grants or otherwise disposes of any or all of its interest in the Individual System, then any such sale, transfer, conveyance, assignment, grant or other disposition\nshall be made subject to this Agreement. This Agreement is not an executory contract under Section 365 of Title 11 of the United States Code (11 U.S.C. § 365).\nSection 2.6 Memorandum. Producer hereby authorizes Gatherer to record a memorandum of the Agreement in the real property records\nof the counties in which the Dedication Area is located. All payment terms and pricing information shall remain confidential and be redacted from any filings in the real property records.\nSection 2.7 Construction Costs.\n(a)    To compensate Gatherer for the construction costs of each Individual System, during each quarter of each of the\nfirst four years of commercial operation of such Individual System, Producer must deliver a certain minimum quantity of Product to Gatherer. Such minimum quantity during each quarter shall be equal to the quantity (in Barrels) that, when multiplied\nby the Individual Fee as of the Effective Date, equals 1/16th of the aggregate of Gatherer’s direct documented third party construction costs for such Individual System (the “Minimum\nCommitment”). If Producer does not deliver the Minimum Commitment to Gatherer during any quarter during the first four years of\ncommercial operation of an Individual System, then Producer shall pay Gatherer an amount equal to the Individual Fee as of the Effective Date multiplied by the difference between the Minimum\nCommitment and the number of Barrels of Product actually delivered by Producer to Gatherer during such quarter.\n(b)    Gatherer shall provide monthly updates to Producer of the construction costs incurred by Gatherer during the\nconstruction of each Individual System, and within 60 days after the completion of such Individual System, Gatherer shall provide Producer with an itemized statement of the aggregate of the construction costs incurred by Gatherer with respect to\nsuch Individual System. Producer shall have the right to audit, and Gatherer shall provide access to, Gatherer’s books and records for purposes of verifying such construction costs. Such audit shall be at Producer’s sole cost and expense."} +{"idx": 63, "level": 3, "span": "(a)    Product Dedication\nSubject to Section 2.2 through Section 2.4, during the Term, Producer exclusively\ndedicates and commits to deliver to Gatherer under this Agreement, as and when produced, all of the Dedicated Production and agrees not to deliver any Dedicated Production to any other gatherer, purchaser, marketer, or other Person prior to delivery\nto Gatherer at the Receipt Points."} +{"idx": 63, "level": 3, "span": "(b)    Real Property Dedication\nSubject to Section 2.2 through\nSection 2.4, during the Term, Producer grants, dedicates, and commits the Dedicated Properties to Gatherer for performance of the Services pursuant to this Agreement. Except for the Parties’ performance of their obligations under this\nAgreement, no further performance is required by either Party to effectuate the Real Property Dedication."} +{"idx": 63, "level": 3, "span": "(a)    Notwithstanding anything in this Agreement to the contrary, Producer\nshall have the right to comply with each of the Conflicting Dedications existing on the date hereof and any other Conflicting Dedication applicable immediately before the acquisition of any oil and/or gas leases, mineral interests, and other similar\ninterests within the Dedication Area (i) that are acquired by Producer after the Effective Date and (ii) which otherwise would have become subject to the Dedications (but not any Conflicting Dedications entered into in connection with such\nacquisition). Producer shall have the right to comply with a Conflicting Dedication only until the first Day of the Month following the termination of such Conflicting Dedication, at which time the Product subject to such Conflicting Dedication\nshall automatically be dedicated to this Agreement. Producer shall not extend or renew any Conflicting Dedication and shall terminate each Conflicting Dedication as soon as permitted under the underlying contract without causing Producer to incur\nany costs or expenses deemed unreasonable or inappropriate in the opinion of Producer and shall not enter into any new Conflicting Dedication."} +{"idx": 63, "level": 3, "span": "(b)    Certain Conflicting Dedications may contain rights of first refusal or other provisions that (i) entitle\nProducer to a release of acreage from such Conflicting Dedication if Producer dedicates the released acreage to a Third Party or (ii) expressly prohibit Producer from dedicating such released acreage to an Affiliate of Producer. As used herein,\nthe term “Conflicting Dedication” shall include both the original right of first refusal (or similar right) and the dedication resulting from an exercise of such right of first refusal (or similar right) so long as the resulting dedication\ncovers the same acreage as the original Conflicting Dedication."} +{"idx": 63, "level": 3, "span": "(c)    To the extent Producer claims that a\nConflicting Dedication exists with respect to certain Services on specified Dedicated Properties, Gatherer shall have the right to review the documentation creating such Conflicting Dedication, subject to confidentiality requirements applicable to\nsuch Conflicting Dedication."} +{"idx": 63, "level": 3, "span": "(a)    to operate (or cause to be operated) Wells producing\nDedicated Production in its sole discretion, including the right to drill new Wells, repair and rework old Wells, temporarily shut in Wells, renew or extend, in whole or in part, any oil and gas lease or term mineral interest, or cease production\nfrom or abandon any Well or surrender any applicable oil and gas lease, in whole or in part, when no longer deemed by Producer to be capable of producing in paying quantities under normal methods of operation;"} +{"idx": 63, "level": 3, "span": "(b)    to deliver such Dedicated Production or furnish such Dedicated Production to Producer’s lessors and holders of\nother burdens on production with respect to such Dedicated Production as is required to satisfy the terms of the applicable oil and gas leases or other applicable instruments; and"} +{"idx": 63, "level": 3, "span": "(c)    to pool, communitize or unitize Producer’s interests with respect\nto Dedicated Production; provided that Producer’s share of Dedicated Production produced from such pooled, communitized, or unitized interests shall be committed and dedicated pursuant to this Agreement."} +{"idx": 63, "level": 3, "span": "(a)    Permanent Releases\nDedicated Production from a Well or Wells affected by one or more of the conditions below, and\nthe acreage in each Drilling Unit with respect to such Wells (or, with respect to Purchased Dedicated Production, the Product delivered by Producer to the Individual System if the applicable Receipt Point is affected by one or more of the conditions\nbelow), shall be permanently released from dedication under this Agreement, and Producer may deliver and commit such Dedicated Production to such other gatherer or gatherers as it shall determine (including an Affiliate Entity):"} +{"idx": 63, "level": 4, "span": "(i)    Gatherer’s election pursuant to Section 3.3(b) not to provide Services for (A) any Well or Separator\nFacility for which Producer failed to deliver a Development Report on or before the applicable deadline set forth in Section 3.1(a), (B) any Well or Separator Facility not described in the applicable Development Report or (C) any excess volume\nof Product produced from any Well during any Day that exceeds the volume included in Producer’s estimate set forth in the most recent Development Report delivered to Gatherer;"} +{"idx": 63, "level": 4, "span": "(ii)    expiration of the Term, as further described in Section 8.2;"} +{"idx": 63, "level": 4, "span": "(iii)    written agreement of Producer and Gatherer;"} +{"idx": 63, "level": 4, "span": "(iv)    upon written notice from Producer, the occurrence of a Force Majeure of the type described in clauses (k), (l) or\n(m) of the definition of “Force Majeure” affecting Gatherer that continues for a period of 12 consecutive Months or more or a temporary interruption or curtailment described in Section 5.4(d) that continues for 12 consecutive Months,\nexcept to the extent such interruption or curtailment is caused by the acts or omissions of Producer;"} +{"idx": 63, "level": 4, "span": "(v)    upon an\nassignment by Gatherer to an Affiliate Entity in accordance with Section 16.1(a)(ii), provided that simultaneously with such release, the Affiliate Entity Dedicated Properties are made subject to a gathering agreement entered into with the Affiliate\nEntity;"} +{"idx": 63, "level": 4, "span": "(vi)    upon written notice from Producer, if a termination of Services pursuant to Section 13.2(a) has\ncontinued for more than six consecutive Months or, without a waiting period, if Producer has received notice from Gatherer of its decision not to provide Services to any planned facilities pursuant to Section 13.2(b); or"} +{"idx": 63, "level": 4, "span": "(vii)    in accordance with and subject to the terms of Section 3.2(b)."} +{"idx": 63, "level": 3, "span": "(b)    Temporary Release\nDedicated Production and any acreage covering such Dedicated Production may also be temporarily\nreleased from dedication under this Agreement (i) in"} +{"idx": 63, "level": 3, "span": "(c)    Evidence of Permanent Release\nAt the request of Producer, the Parties shall execute a release agreement reasonably\nacceptable to all Parties (which, in the case of a permanent release, shall be in recordable form) reflecting any release of Dedicated Production or Dedicated Properties pursuant to this Section 2.4."} +{"idx": 63, "level": 3, "span": "(a)    To compensate Gatherer for the construction costs of each Individual System, during each quarter of each of the\nfirst four years of commercial operation of such Individual System, Producer must deliver a certain minimum quantity of Product to Gatherer. Such minimum quantity during each quarter shall be equal to the quantity (in Barrels) that, when multiplied\nby the Individual Fee as of the Effective Date, equals 1/16th of the aggregate of Gatherer’s direct documented third party construction costs for such Individual System (the “Minimum\nCommitment”). If Producer does not deliver the Minimum Commitment to Gatherer during any quarter during the first four years of"} +{"idx": 63, "level": 3, "span": "(b)    Gatherer shall provide monthly updates to Producer of the construction costs incurred by Gatherer during the\nconstruction of each Individual System, and within 60 days after the completion of such Individual System, Gatherer shall provide Producer with an itemized statement of the aggregate of the construction costs incurred by Gatherer with respect to\nsuch Individual System. Producer shall have the right to audit, and Gatherer shall provide access to, Gatherer’s books and records for purposes of verifying such construction costs. Such audit shall be at Producer’s sole cost and expense."} +{"idx": 63, "level": 2, "span": "ARTICLE 3"} +{"idx": 63, "level": 2, "span": "SYSTEM\nEXPANSION AND CONNECTION OF WELLS\nSection 3.1 Development Report; System Plan; Meetings.\n(a)    Development Report. On or before May 29, 2017, Producer will provide Gatherer with its First Development\nReport, which shall describe (x) in detail the planned development, drilling, and production activities relating to the Dedicated Production through the end of the applicable Period of Three Years, and (y) generally the long-term drilling\nand production expectations for those project areas in which drilling activity is expected to occur during the applicable Period of Five Years, including the information described in Section 3.1(b). On or before each January 1, each\nApril 1, each July 1, and each October 1 of each Year following the date on which the First Development Report is to be delivered, Producer shall provide to Gatherer an update of the then-current report describing (i) in detail\nthe planned development, drilling, and production activities relating to the Dedicated Production for the applicable Period of Three Years and (ii) generally the long-term drilling and production expectations for those project areas in the\nDedication Area in which drilling activity is expected to occur during the applicable Period of Five Years (the First Development Report, as updated in accordance with the foregoing and as the then current report may be updated from time to time,\nthe “Development Report”).\n(b)    Development Report Content. With respect to the Dedication Area, the\nDevelopment Reports shall include information as to:\n(i)    the Wells (each, a “Planned Well”) and Separator\nFacilities (each, a “Planned Separator Facility”) that Producer expects will be drilled or installed during the applicable Period of Three Years, including the expected locations, completion dates thereof (which completion dates shall not\nbe earlier than the applicable Target On-Line Dates), the expected spud dates of such Planned Wells, the dates flow is anticipated to initiate from such Wells, and forward looking production estimates for the\napplicable Period of Three Years;\n(ii)    the anticipated Oil Quality of the production from any Well and Separator\nFacility that Producer expects to produce during the applicable Period of Three Years;\n(iii)    the earliest date on which one or more Wells are expected to be\nfractured, if applicable;\n(iv)    the Receipt Point(s) and Delivery Point(s) (including proposed receipt points and\ndelivery points not yet included in the applicable Agreement Addendum) at which Gas produced from such Wells is to be delivered or redelivered to Producer;\n(v)    the earliest date on which one or more Wells or Separator Facilities, as applicable, are expected to be completed\nand ready to be placed on-line, which date shall not be earlier than the Target On-line Date;\n(vi)    the number of Planned Wells and Planned Separator Facilities anticipated to be producing after the Period of Three\nYears and before the end of the Period of Five Years, broken out by an appropriate geographic area, such as a development plan area;\n(vii)    the number of rigs that Producer intends to operate in the Dedication Area each year during the Period of Five\nYears (including sufficient detail regarding the anticipated location of such rigs to allow Gatherer to determine which Individual System would be impacted by such rig activity);\n(viii)    with respect to the Period of Three Years, the anticipated date on which Gatherer may initiate construction or\nother development activities at the Well or Separator Facility in order to complete the interconnection into the Individual System; and\n(ix)    such other information as may be reasonably requested by Gatherer with respect to Wells and Separator Facilities\nthat Producer intends to drill or from which Producer intends to deliver Product during the Period of Three Years and Period of Five Years.\nTo the extent\npossible, any information Producer is required to provide under this Section 3.1(b) with respect to Wells or Separator Facilities shall also include such information related to Planned Wells and Planned Separator Facilities. In addition, if\nappropriate to provide a complete and accurate Development Report, any information requested with respect to Planned Wells and Planned Separator Facilities shall also be provided with respect to existing Wells or Separator Facilities.\n(c)    System Plan. Based on the Development Report and such other information about the expected development of the\nDedicated Properties as shall be provided to Gatherer by or on behalf of Producer, including as a result of meetings between representatives of Gatherer and Producer, Gatherer shall develop and periodically update a plan (the “System\nPlan”) describing and/or depicting the modifications, extensions, enhancements, major maintenance and/or other actions necessary in order for the Individual System to be able to provide timely Services for the Product produced by the Wells and\nSeparator Facilities described in the most recent Development Report (including Planned Wells, Planned Separator Facilities and changes in anticipated production from existing Wells and Separator Facilities) (the “Modifications”). If\n(i) Gatherer elects to make such Modifications, (ii) Producer thereafter modifies the Development Report or provides other information (the date on which the modified Development Report or such other information is provided to Gatherer,\nthe “Cancellation Date”) indicating that such Modifications are no longer necessary, and (iii) as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or committed by Gatherer to make\nsuch cancelled Modifications exceeds the Threshold Amount, then Producer shall\nreimburse Gatherer for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or committed by Gatherer through the Cancellation Date to make such\nModifications. The System Plan (or, with respect to the allocation procedures described in clause (vi), the applicable writing signed by Gatherer and Producer) shall include information as to:\n(i)    each Facility Segment then existing and operational, under construction, or planned and the Individual System of\nwhich such Facility Segment is a part;\n(ii)    all Receipt Points and Delivery Points served or to be served by each\nsuch Facility Segment;\n(iii)    estimated gathering pressures for the 12 Month period beginning on the Target On-Line Date for the applicable Facility Segment and the Target Pressures for each Individual System included in the Development Report;\n(iv)    all pumps, heaters, stabilizers, treatment, Associated Water and Flash Gas separation, and other major physical\nfacilities located or to be located on or within each such Facility Segment, together with their sizes, operating parameters, capacities, and other relevant specifications (including the maximum operating pressures of the low pressure gathering\nlines and the high pressure gathering lines), which sizes, parameters, capacities and other relevant specifications shall be sufficient to (x) connect the Individual System to the Receipt Points and Delivery Points for all Planned Separator\nFacilities and (with respect to any Planned Wells not intended to be serviced by a Separator Facility) Planned Wells set forth in the most recent Development Report and (y) perform the Services for all Dedicated Production projected to be\nproduced from the Dedicated Properties as contemplated by the most recent Development Report;\n(v)    the anticipated\nschedule for completing the construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Points, in each case, for all Planned Separator Facilities or Planned Wells, as applicable, included in the most\nrecent Development Report;\n(vi)    the allocation methodologies to be used by Gatherer with respect to System Gains/\nLosses, Other System Fuel and other allocations hereunder (including, to the extent required by a writing signed by Producer and Gatherer, allocations with respect to Drip Condensate, Recovered Oil and Flash Gas) and, with respect to any System Plan\nafter the initial System Plan, any proposed changes to the allocation methodologies then in effect, which allocation methodologies shall (A) permit allocations to be made by Gatherer in a commercially reasonable manner; and (B) be based\nupon the measurements taken and quantities determined for the applicable Month. To the extent required by a writing signed by Producer and Gatherer, Gatherer shall allocate, in a manner that is commercially reasonable and determined by Gatherer in\ngood faith, to a particular Receipt Point, the Flash Gas, Recovered Oil and Drip Condensate from a Facility Segment.\n(vii)    other information reasonably requested by Producer that is relevant to the design, construction, and operation of\nthe System, the relevant Individual System, the relevant Facility Segment, and the relevant Receipt Points and Delivery Points; provided that in no event shall\nGatherer be obligated to supply to Producer (A) pricing, budget or similar financial information or (B) information that is covered by a confidentiality agreement or confidentiality\nobligations; Gatherer shall deliver the applicable System Plan (including any updated System Plan) to Producer for Producer’s review and comment not later than 30 Days after Producer’s delivery to Gatherer of the applicable Development\nReport or amendment thereto.\n(d)    Meetings. Gatherer shall make representatives of Gatherer available to discuss\nthe most recent System Plan from time to time with Producer and its representatives at Producer’s request. Producer shall make representatives of Producer available to discuss the most recent Development Report from time to time with Gatherer\nand its representatives at Gatherer’s request. Gatherer and its representatives shall have the right to meet not less frequently than Monthly with one or more representatives of Producer. At all such meetings, the Parties shall exchange updated\ninformation about their respective plans for the development and expansion of the Dedicated Properties (including amendments to the Development Report) and the System (including amendments to the System Plan for Producer’s review and comment)\nand shall have the opportunity to discuss and provide comments on the other Party’s plans.\n(e)    Scope and\nPurpose of Planning Tools. The Development Report and the System Plan are intended to assist Gatherer and Producer with long-term planning and goals. None of the Development Reports nor the System Plans shall amend or modify this Agreement in any\nway. Gatherer may, in its sole discretion, work with any third party providers of Gatherer’s services hereunder, to the extent under contract with Gatherer, to prepare and deliver a System Plan jointly with such other entity or entities. To the\nextent that a Development Report or System Plan that satisfies the requirements above is delivered or deemed delivered under any other Transaction Document, such Development Report or System Plan shall be deemed delivered hereunder.\nSection 3.2 Expansion of System and Connection of Separator Facilities. \n(a)    Service Standards. Gatherer shall, at its sole cost and expense, design and construct the Individual System in a\ngood and workmanlike manner and in accordance with the System Plan and this Section 3.2. Until such time as Producer has delivered a Development Report, Gatherer shall have no obligation under this Section 3.2(a). In the event that Producer\nelects to deliver Purchased Dedicated Production into the Individual System, Gatherer and Producer shall mutually agree on the Receipt Point at which Producer shall deliver such Purchased Dedicated Production.\n(b)    On-Line Deadline. Subject to Section 3.4, Gatherer shall by the later\nof (x) the date that the first Planned Well on a particular Planned Separator Facility (or, with respect to a Planned Well that is not intended to be serviced by a Separator Facility, the date that such Planned Well) is ready for connection to\nthe System and (y) the applicable Target On-Line Date (such later date, as may be extended pursuant to this Section 3.2(b), the “On-Line\nDeadline”): (i) have completed (or caused the completion of) the construction of the necessary facilities, in accordance with the then current System Plan, (A) to connect such Planned Separator Facility or such Planned Well to the System\nand (B) to connect the System to each planned Delivery Point for such Planned Separator Facility or such Planned Well, as applicable, and (ii) be ready and able to commence Services with respect to Dedicated Production from such Planned\nSeparator Facility or Planned Well, as applicable. If and to the extent that Gatherer is delayed in completing any such facilities or providing such services by a\nForce Majeure event or reasons attributable to the acts or omissions of Producer, then the On-Line Deadline applicable thereto shall be extended by a\nperiod of time equal to that during which Gatherer was delayed by such event. If Gatherer anticipates that Gatherer will be unable to meet an On-Line Deadline for causes that are not attributable to Force\nMajeure or the acts or omissions of Producer, then Gatherer shall deliver a written notice to Producer no later than 30 days before the On-Line Deadline with respect a Planned Well or a Planned Separator\nFacility stating that Gatherer will be unable to meet the On-Line Deadline for such Planned Well or Planned Separator Facility, and that Gatherer elects to have such Planned Well and related Dedicated\nProduction and any acreage covering such Dedicated Production (and the following shall apply) (x) permanently released from this Agreement or (y) temporarily released from this Agreement, in which case Gatherer shall reimburse Producer for\nits actual, verifiable increase in costs (if any) in utilizing a different gatherer provide gathering services with respect to Product from such Planned Well during the period of such temporary release, and such temporary release shall terminate\nupon Gatherer’s connection of such Planned Well to the System; provided, however, that if such temporary release lasts for a period of greater than 90 days after the On-Line Deadline, then such Planned\nWell shall be permanently released. The permanent release, temporary release, and reimbursement described in this Section 3.2(b) shall be Producer’s sole and exclusive remedies for Gatherer’s failure to meet any On-Line Deadline.\n(c)    Additional/Accelerated Wells and Elimination of Wells.\nFrom time to time, Producer may provide written notice to Gatherer that Producer (i) has accelerated the Target On-Line Date for a Planned Well or Planned Separator Facility, (ii) anticipates the\nTarget On-Line Date for a Planned Well or Planned Separator Facility to be earlier than 24 Months following the delivery of the Development Report in which such Planned Well or Planned Separator Facility was\ninitially included or (iii) anticipates drilling a Well or putting into service a Separator Facility that has not been included in a Development Report and that has a Target On-Line Date earlier than 24\nMonths following the next delivery of a Development Report (any such Well or Separator Facility, an “Additional/Accelerated Well”); provided that any Well that is to be serviced by a Separator Facility or a Planned Separator\nFacility that is not described in the foregoing clauses (i) through (iii) shall not constitute an Additional/ Accelerated Well. Gatherer will use its commercially reasonable efforts to modify the System Plan and to cause the necessary\ngathering facilities to be constructed prior to the On-Line Deadline for such Additional/Accelerated Well; provided that, with respect to Additional/ Accelerated Wells of the type described in clauses\n(i) and (ii) of the first sentence of this paragraph, there shall be no penalty to Gatherer hereunder unless Gatherer fails to connect such Additional/ Accelerated Well on or prior to the Target\nOn-Line Date set forth in the applicable Development Report (prior to the acceleration of such timeline) and, with respect to Additional/ Accelerated Wells of the type described in clause (iii) of the\nfirst sentence of this paragraph, there shall be no penalty to Gatherer hereunder unless Gatherer fails to connect such Additional/ Accelerated Well on or prior to 24 Months following receipt of written notice regarding such Additional/ Accelerated\nWell. From time to time, Producer may provide written notice to Gatherer that Producer (i) has delayed the Target On-Line Date for a Planned Well or Planned Separator Facility, (ii) anticipates\neliminating a Planned Well or Planned Separator Facility from its development plans and the Development Report or (iii) anticipates shutting in a Well or Separator Facility that has been producing. Producer shall endeavor to ensure that the\nDevelopment Report does not include any planned or existing Wells or Separator Facilities that Producer has determined should not be drilled, operated, maintained or put into service. To the extent that Producer has included any such Well or\nSeparator Facility in a Development Report, Producer shall provide Gatherer with information regarding its revised assessment of such Well or Separator Facility. Gatherer may adjust the System Plan as it determines to be appropriate and commercially\nreasonable to accommodate such elimination of Wells and Separator Facilities.\n(d)    Cancellation of Planned Wells and Planned Separator Facilities. If\n(i) Gatherer reasonably determines that Producer has permanently abandoned the drilling or installation of any Planned Well or Planned Separator Facility or Producer notifies Gatherer that Producer intends to permanently abandon the drilling or\ninstallation of any Planned Well or Planned Separator Facility (whether through the delivery of an updated Development Report or otherwise, the date on which such determination is made, the “Abandonment Date”), (ii) Gatherer had begun to\ndesign or construct the Facility Segment to connect such Planned Well or Planned Separator Facility to the System prior to such Abandonment Date, and (iii) the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or\ncommitted by Gatherer prior to the Abandonment Date exceeds the Threshold Amount, then Producer shall reimburse Gatherer for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or committed by Gatherer prior\nto such Abandonment Date to design and construct such Facility Segment.\n(e)    Substation and Interconnection\nFacilities. The obligations of Gatherer hereunder to design and construct the Individual System and to perform the Services do not include the design or construction of any substation or other interconnecting facilities required to procure\nelectricity for the Individual System. If a substation or any other interconnecting facility is required in order for Gatherer to perform its obligations hereunder, Gatherer and Producer shall enter into a separate agreement setting forth each\nParty’s responsibilities in connection therewith, including an allocation of responsibility for all associated costs and expenses.\nSection 3.3 Temporary Services.\n(a)    If Gatherer fails to complete any facilities described Section 3.2(b) by the\nOn-Line Deadline for such facilities and Gatherer elects to temporarily release such the applicable Dedicated Production under Section 3.2(b), then Producer may enter into a contract with a Third Party to\nprovide services with respect to the Dedicated Production that is anticipated to be serviced by the new facilities if the term of such contract does not exceed three Months (and may be renewed in three-Month increments until such time as Gatherer\nhas completed the applicable facilities). If any such contract is in effect with respect to any Well, Producer will not be obligated to connect such Well to the System until the first Day of the Month following expiration of such contract.\n(b)    If at any time, (i) Producer fails to deliver a Development Report on or before the applicable deadline set\nforth in Section 3.1(a), (ii) a Development Report delivered by Producer failed to describe any Well, or (iii) the average rate of production at any Receipt Point described in the then-applicable Development Report exceeds Producer’s\nforecast for such Receipt Point set forth in such Development Report, and as a result, Gatherer has not completed any new, modified, or enhanced facilities necessary to allow Gatherer to accept all of the Product Tendered by Producer at a Receipt\nPoint, then (x) within a reasonable time after Gatherer becomes aware of the need for such new, modified, or enhanced facilities, Gatherer shall elect, in its sole discretion, whether to proceed with the development and completion of such\nfacilities by providing notice to Producer, and (y) if Gatherer elects to proceed with the development and completion of such facilities, (1) Gatherer shall cause such facilities to be completed within a reasonable time after such\nelection, and (2) pending the completion\nof such facilities, Gatherer may elect (in its reasonable discretion and in exchange for reasonable compensation) to permit Producer to enter into a contract with a Third Party as provided in\nSection 3.3(a) to provide services with respect to the Dedicated Production that Gatherer is unable to accept.\n(c)    Any time Producer makes alternative arrangements with a Third Party for the provision of services or to accept\nProduct as provided for in this Agreement, Producer shall (i) if Gatherer anticipates being able to provide Services hereunder or to accept Product within a period of time that is shorter than three Months, use commercially reasonable efforts\nto enter into a contract with a term that expires on or around the date on which Gatherer anticipates being able to provide Services hereunder or to accept Product, and (ii) notify Gatherer of the term of such contract promptly after execution\nthereof. Prior to requiring Producer to begin using, or resume using, as applicable, Services hereunder, Gatherer shall provide notice to Producer of the date on which Gatherer expects to be ready, willing and able to begin providing Services to\nProducer no later than 45 Days prior to the expiration of the Third Party contract. In no event shall Producer be required to begin using, or resume using, as applicable, Services on a Day other than the first Day of a Month.\nSection 3.4 Cooperation. The Parties shall work (at their own cost and expense) together in good faith to obtain such Permits as\nare necessary to drill and complete each Planned Well and construct the required extensions of the System to each Planned Separator Facility (and each Planned Well, as applicable) as expeditiously as reasonably practicable, all as provided in this\nAgreement. The Parties shall cooperate with each other and to communicate regularly regarding their efforts to obtain such Permits. Upon request by Producer, Gatherer shall promptly provide to Producer copies of all Permits obtained by Gatherer in\norder to construct any Facility Segment (or portion of a Facility Segment) of the System.\nSection 3.5 Grant of Access;\nReal Property Rights.\n(a)    Producer’s Grant of Easement. Producer hereby grants to Gatherer, without\nwarranty of title, either express or implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, an easement and right of way upon all lands constituting Dedicated Properties for\nthe purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting and removing all or any portion of the applicable Individual System, including all pipelines, meters and other equipment necessary\nfor the performance by Gatherer of this Agreement. If necessary, Producer agrees to use commercially reasonable efforts to assign to Gatherer rights under any Lease to the extent such assignment is necessary to grant such easement and right of way.\nAny property of Gatherer placed in or upon such lands shall remain the property of Gatherer and may be disconnected or removed by Gatherer at any time for any reason. Gatherer shall release, protect, defend, indemnify and hold harmless Producer\nGroup from and against all Losses arising out of or in connection with Gatherer’s use of or operations on the easement and right-of-way granted under this Section\n3.5(a), except to the extent that such Losses are caused by the gross negligence or willful misconduct of any member of Gatherer Group.\n(b)    Producer Does Not Have Obligation to Maintain. Producer shall not have a duty to maintain in force and effect any\nunderlying agreements (such as any lease, easement, or surface use agreement) that the grants of easements or rights of way by Producer to Gatherer under Section 3.5(a) are based upon, and such grants of easements or rights of way will terminate if\nProducer loses its rights to the applicable property, regardless of the reason for such loss of rights.\n(c)    Gatherer Does Not Have Obligation to Maintain. Gatherer shall not have\na duty to maintain in force and effect any underlying agreements that the grants of easements or rights of way by Gatherer to Producer pursuant to Section 3.5(a) are based upon, and such grants of easements or rights of way will terminate if\nGatherer loses its rights to the applicable property, regardless of the reason for such loss of rights.\n(d)    No\nInterference. Gatherer’s exercise of the rights granted to Gatherer by Producer pursuant to this Section 3.5 shall not unreasonably interfere with Producer’s operations or with the rights of owners in fee with respect to the\napplicable lands, and such rights will be exercised in material compliance with all applicable Laws and the safety and other reasonable access requirements of Producer."} +{"idx": 63, "level": 3, "span": "(a)    Development Report\nOn or before May 29, 2017, Producer will provide Gatherer with its First Development\nReport, which shall describe (x) in detail the planned development, drilling, and production activities relating to the Dedicated Production through the end of the applicable Period of Three Years, and (y) generally the long-term drilling\nand production expectations for those project areas in which drilling activity is expected to occur during the applicable Period of Five Years, including the information described in Section 3.1(b). On or before each January 1, each\nApril 1, each July 1, and each October 1 of each Year following the date on which the First Development Report is to be delivered, Producer shall provide to Gatherer an update of the then-current report describing (i) in detail\nthe planned development, drilling, and production activities relating to the Dedicated Production for the applicable Period of Three Years and (ii) generally the long-term drilling and production expectations for those project areas in the\nDedication Area in which drilling activity is expected to occur during the applicable Period of Five Years (the First Development Report, as updated in accordance with the foregoing and as the then current report may be updated from time to time,\nthe “Development Report”)."} +{"idx": 63, "level": 3, "span": "(b)    Development Report Content\nWith respect to the Dedication Area, the\nDevelopment Reports shall include information as to:"} +{"idx": 63, "level": 4, "span": "(i)    the Wells (each, a “Planned Well”) and Separator\nFacilities (each, a “Planned Separator Facility”) that Producer expects will be drilled or installed during the applicable Period of Three Years, including the expected locations, completion dates thereof (which completion dates shall not\nbe earlier than the applicable Target On-Line Dates), the expected spud dates of such Planned Wells, the dates flow is anticipated to initiate from such Wells, and forward looking production estimates for the\napplicable Period of Three Years;"} +{"idx": 63, "level": 4, "span": "(ii)    the anticipated Oil Quality of the production from any Well and Separator\nFacility that Producer expects to produce during the applicable Period of Three Years;"} +{"idx": 63, "level": 4, "span": "(iii)    the earliest date on which one or more Wells are expected to be\nfractured, if applicable;"} +{"idx": 63, "level": 4, "span": "(iv)    the Receipt Point(s) and Delivery Point(s) (including proposed receipt points and\ndelivery points not yet included in the applicable Agreement Addendum) at which Gas produced from such Wells is to be delivered or redelivered to Producer;"} +{"idx": 63, "level": 4, "span": "(v)    the earliest date on which one or more Wells or Separator Facilities, as applicable, are expected to be completed\nand ready to be placed on-line, which date shall not be earlier than the Target On-line Date;"} +{"idx": 63, "level": 4, "span": "(vi)    the number of Planned Wells and Planned Separator Facilities anticipated to be producing after the Period of Three\nYears and before the end of the Period of Five Years, broken out by an appropriate geographic area, such as a development plan area;"} +{"idx": 63, "level": 4, "span": "(vii)    the number of rigs that Producer intends to operate in the Dedication Area each year during the Period of Five\nYears (including sufficient detail regarding the anticipated location of such rigs to allow Gatherer to determine which Individual System would be impacted by such rig activity);"} +{"idx": 63, "level": 4, "span": "(viii)    with respect to the Period of Three Years, the anticipated date on which Gatherer may initiate construction or\nother development activities at the Well or Separator Facility in order to complete the interconnection into the Individual System; and"} +{"idx": 63, "level": 4, "span": "(ix)    such other information as may be reasonably requested by Gatherer with respect to Wells and Separator Facilities\nthat Producer intends to drill or from which Producer intends to deliver Product during the Period of Three Years and Period of Five Years."} +{"idx": 63, "level": 3, "span": "(c)    System Plan\nBased on the Development Report and such other information about the expected development of the\nDedicated Properties as shall be provided to Gatherer by or on behalf of Producer, including as a result of meetings between representatives of Gatherer and Producer, Gatherer shall develop and periodically update a plan (the “System\nPlan”) describing and/or depicting the modifications, extensions, enhancements, major maintenance and/or other actions necessary in order for the Individual System to be able to provide timely Services for the Product produced by the Wells and\nSeparator Facilities described in the most recent Development Report (including Planned Wells, Planned Separator Facilities and changes in anticipated production from existing Wells and Separator Facilities) (the “Modifications”). If\n(i) Gatherer elects to make such Modifications, (ii) Producer thereafter modifies the Development Report or provides other information (the date on which the modified Development Report or such other information is provided to Gatherer,\nthe “Cancellation Date”) indicating that such Modifications are no longer necessary, and (iii) as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or committed by Gatherer to make\nsuch cancelled Modifications exceeds the Threshold Amount, then Producer shall"} +{"idx": 63, "level": 4, "span": "(i)    each Facility Segment then existing and operational, under construction, or planned and the Individual System of\nwhich such Facility Segment is a part;"} +{"idx": 63, "level": 4, "span": "(ii)    all Receipt Points and Delivery Points served or to be served by each\nsuch Facility Segment;"} +{"idx": 63, "level": 4, "span": "(iii)    estimated gathering pressures for the 12 Month period beginning on the Target On-Line Date for the applicable Facility Segment and the Target Pressures for each Individual System included in the Development Report;"} +{"idx": 63, "level": 4, "span": "(iv)    all pumps, heaters, stabilizers, treatment, Associated Water and Flash Gas separation, and other major physical\nfacilities located or to be located on or within each such Facility Segment, together with their sizes, operating parameters, capacities, and other relevant specifications (including the maximum operating pressures of the low pressure gathering\nlines and the high pressure gathering lines), which sizes, parameters, capacities and other relevant specifications shall be sufficient to (x) connect the Individual System to the Receipt Points and Delivery Points for all Planned Separator\nFacilities and (with respect to any Planned Wells not intended to be serviced by a Separator Facility) Planned Wells set forth in the most recent Development Report and (y) perform the Services for all Dedicated Production projected to be\nproduced from the Dedicated Properties as contemplated by the most recent Development Report;"} +{"idx": 63, "level": 4, "span": "(v)    the anticipated\nschedule for completing the construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Points, in each case, for all Planned Separator Facilities or Planned Wells, as applicable, included in the most\nrecent Development Report;"} +{"idx": 63, "level": 4, "span": "(vi)    the allocation methodologies to be used by Gatherer with respect to System Gains/\nLosses, Other System Fuel and other allocations hereunder (including, to the extent required by a writing signed by Producer and Gatherer, allocations with respect to Drip Condensate, Recovered Oil and Flash Gas) and, with respect to any System Plan\nafter the initial System Plan, any proposed changes to the allocation methodologies then in effect, which allocation methodologies shall (A) permit allocations to be made by Gatherer in a commercially reasonable manner; and (B) be based\nupon the measurements taken and quantities determined for the applicable Month. To the extent required by a writing signed by Producer and Gatherer, Gatherer shall allocate, in a manner that is commercially reasonable and determined by Gatherer in\ngood faith, to a particular Receipt Point, the Flash Gas, Recovered Oil and Drip Condensate from a Facility Segment."} +{"idx": 63, "level": 4, "span": "(vii)    other information reasonably requested by Producer that is relevant to the design, construction, and operation of\nthe System, the relevant Individual System, the relevant Facility Segment, and the relevant Receipt Points and Delivery Points; provided that in no event shall"} +{"idx": 63, "level": 3, "span": "(d)    Meetings\nGatherer shall make representatives of Gatherer available to discuss\nthe most recent System Plan from time to time with Producer and its representatives at Producer’s request. Producer shall make representatives of Producer available to discuss the most recent Development Report from time to time with Gatherer\nand its representatives at Gatherer’s request. Gatherer and its representatives shall have the right to meet not less frequently than Monthly with one or more representatives of Producer. At all such meetings, the Parties shall exchange updated\ninformation about their respective plans for the development and expansion of the Dedicated Properties (including amendments to the Development Report) and the System (including amendments to the System Plan for Producer’s review and comment)\nand shall have the opportunity to discuss and provide comments on the other Party’s plans."} +{"idx": 63, "level": 3, "span": "(e)    Scope and\nPurpose of Planning Tools. The Development Report and the System Plan are intended to assist Gatherer and Producer with long-term planning and goals. None of the Development Reports nor the System Plans shall amend or modify this Agreement in any\nway. Gatherer may, in its sole discretion, work with any third party providers of Gatherer’s services hereunder, to the extent under contract with Gatherer, to prepare and deliver a System Plan jointly with such other entity or entities. To the\nextent that a Development Report or System Plan that satisfies the requirements above is delivered or deemed delivered under any other Transaction Document, such Development Report or System Plan shall be deemed delivered hereunder."} +{"idx": 63, "level": 3, "span": "(a)    Service Standards\nGatherer shall, at its sole cost and expense, design and construct the Individual System in a\ngood and workmanlike manner and in accordance with the System Plan and this Section 3.2. Until such time as Producer has delivered a Development Report, Gatherer shall have no obligation under this Section 3.2(a). In the event that Producer\nelects to deliver Purchased Dedicated Production into the Individual System, Gatherer and Producer shall mutually agree on the Receipt Point at which Producer shall deliver such Purchased Dedicated Production."} +{"idx": 63, "level": 3, "span": "(b)    On-Line Deadline\nSubject to Section 3.4, Gatherer shall by the later\nof (x) the date that the first Planned Well on a particular Planned Separator Facility (or, with respect to a Planned Well that is not intended to be serviced by a Separator Facility, the date that such Planned Well) is ready for connection to\nthe System and (y) the applicable Target On-Line Date (such later date, as may be extended pursuant to this Section 3.2(b), the “On-Line\nDeadline”): (i) have completed (or caused the completion of) the construction of the necessary facilities, in accordance with the then current System Plan, (A) to connect such Planned Separator Facility or such Planned Well to the System\nand (B) to connect the System to each planned Delivery Point for such Planned Separator Facility or such Planned Well, as applicable, and (ii) be ready and able to commence Services with respect to Dedicated Production from such Planned\nSeparator Facility or Planned Well, as applicable. If and to the extent that Gatherer is delayed in completing any such facilities or providing such services by a"} +{"idx": 63, "level": 3, "span": "(c)    Additional/Accelerated Wells and Elimination of Wells\nFrom time to time, Producer may provide written notice to Gatherer that Producer (i) has accelerated the Target On-Line Date for a Planned Well or Planned Separator Facility, (ii) anticipates the\nTarget On-Line Date for a Planned Well or Planned Separator Facility to be earlier than 24 Months following the delivery of the Development Report in which such Planned Well or Planned Separator Facility was\ninitially included or (iii) anticipates drilling a Well or putting into service a Separator Facility that has not been included in a Development Report and that has a Target On-Line Date earlier than 24\nMonths following the next delivery of a Development Report (any such Well or Separator Facility, an “Additional/Accelerated Well”); provided that any Well that is to be serviced by a Separator Facility or a Planned Separator\nFacility that is not described in the foregoing clauses (i) through (iii) shall not constitute an Additional/ Accelerated Well. Gatherer will use its commercially reasonable efforts to modify the System Plan and to cause the necessary\ngathering facilities to be constructed prior to the On-Line Deadline for such Additional/Accelerated Well; provided that, with respect to Additional/ Accelerated Wells of the type described in clauses\n(i) and (ii) of the first sentence of this paragraph, there shall be no penalty to Gatherer hereunder unless Gatherer fails to connect such Additional/ Accelerated Well on or prior to the Target\nOn-Line Date set forth in the applicable Development Report (prior to the acceleration of such timeline) and, with respect to Additional/ Accelerated Wells of the type described in clause (iii) of the\nfirst sentence of this paragraph, there shall be no penalty to Gatherer hereunder unless Gatherer fails to connect such Additional/ Accelerated Well on or prior to 24 Months following receipt of written notice regarding such Additional/ Accelerated\nWell. From time to time, Producer may provide written notice to Gatherer that Producer (i) has delayed the Target On-Line Date for a Planned Well or Planned Separator Facility, (ii) anticipates\neliminating a Planned Well or Planned Separator Facility from its development plans and the Development Report or (iii) anticipates shutting in a Well or Separator Facility that has been producing. Producer shall endeavor to ensure that the\nDevelopment Report does not include any planned or existing Wells or Separator Facilities that Producer has determined should not be drilled, operated, maintained or put into service. To the extent that Producer has included any such Well or\nSeparator Facility in a Development Report, Producer shall provide Gatherer with information regarding its revised assessment of such Well or Separator Facility. Gatherer may adjust the System Plan as it determines to be appropriate and commercially\nreasonable to accommodate such elimination of Wells and Separator Facilities."} +{"idx": 63, "level": 3, "span": "(d)    Cancellation of Planned Wells and Planned Separator Facilities\nIf\n(i) Gatherer reasonably determines that Producer has permanently abandoned the drilling or installation of any Planned Well or Planned Separator Facility or Producer notifies Gatherer that Producer intends to permanently abandon the drilling or\ninstallation of any Planned Well or Planned Separator Facility (whether through the delivery of an updated Development Report or otherwise, the date on which such determination is made, the “Abandonment Date”), (ii) Gatherer had begun to\ndesign or construct the Facility Segment to connect such Planned Well or Planned Separator Facility to the System prior to such Abandonment Date, and (iii) the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or\ncommitted by Gatherer prior to the Abandonment Date exceeds the Threshold Amount, then Producer shall reimburse Gatherer for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or committed by Gatherer prior\nto such Abandonment Date to design and construct such Facility Segment."} +{"idx": 63, "level": 3, "span": "(e)    Substation and Interconnection\nFacilities. The obligations of Gatherer hereunder to design and construct the Individual System and to perform the Services do not include the design or construction of any substation or other interconnecting facilities required to procure\nelectricity for the Individual System. If a substation or any other interconnecting facility is required in order for Gatherer to perform its obligations hereunder, Gatherer and Producer shall enter into a separate agreement setting forth each\nParty’s responsibilities in connection therewith, including an allocation of responsibility for all associated costs and expenses."} +{"idx": 63, "level": 3, "span": "(a)    If Gatherer fails to complete any facilities described Section 3.2(b) by the\nOn-Line Deadline for such facilities and Gatherer elects to temporarily release such the applicable Dedicated Production under Section 3.2(b), then Producer may enter into a contract with a Third Party to\nprovide services with respect to the Dedicated Production that is anticipated to be serviced by the new facilities if the term of such contract does not exceed three Months (and may be renewed in three-Month increments until such time as Gatherer\nhas completed the applicable facilities). If any such contract is in effect with respect to any Well, Producer will not be obligated to connect such Well to the System until the first Day of the Month following expiration of such contract."} +{"idx": 63, "level": 3, "span": "(b)    If at any time, (i) Producer fails to deliver a Development Report on or before the applicable deadline set\nforth in Section 3.1(a), (ii) a Development Report delivered by Producer failed to describe any Well, or (iii) the average rate of production at any Receipt Point described in the then-applicable Development Report exceeds Producer’s\nforecast for such Receipt Point set forth in such Development Report, and as a result, Gatherer has not completed any new, modified, or enhanced facilities necessary to allow Gatherer to accept all of the Product Tendered by Producer at a Receipt\nPoint, then (x) within a reasonable time after Gatherer becomes aware of the need for such new, modified, or enhanced facilities, Gatherer shall elect, in its sole discretion, whether to proceed with the development and completion of such\nfacilities by providing notice to Producer, and (y) if Gatherer elects to proceed with the development and completion of such facilities, (1) Gatherer shall cause such facilities to be completed within a reasonable time after such\nelection, and (2) pending the completion"} +{"idx": 63, "level": 3, "span": "(c)    Any time Producer makes alternative arrangements with a Third Party for the provision of services or to accept\nProduct as provided for in this Agreement, Producer shall (i) if Gatherer anticipates being able to provide Services hereunder or to accept Product within a period of time that is shorter than three Months, use commercially reasonable efforts\nto enter into a contract with a term that expires on or around the date on which Gatherer anticipates being able to provide Services hereunder or to accept Product, and (ii) notify Gatherer of the term of such contract promptly after execution\nthereof. Prior to requiring Producer to begin using, or resume using, as applicable, Services hereunder, Gatherer shall provide notice to Producer of the date on which Gatherer expects to be ready, willing and able to begin providing Services to\nProducer no later than 45 Days prior to the expiration of the Third Party contract. In no event shall Producer be required to begin using, or resume using, as applicable, Services on a Day other than the first Day of a Month."} +{"idx": 63, "level": 3, "span": "(a)    Producer’s Grant of Easement\nProducer hereby grants to Gatherer, without\nwarranty of title, either express or implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, an easement and right of way upon all lands constituting Dedicated Properties for\nthe purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting and removing all or any portion of the applicable Individual System, including all pipelines, meters and other equipment necessary\nfor the performance by Gatherer of this Agreement. If necessary, Producer agrees to use commercially reasonable efforts to assign to Gatherer rights under any Lease to the extent such assignment is necessary to grant such easement and right of way.\nAny property of Gatherer placed in or upon such lands shall remain the property of Gatherer and may be disconnected or removed by Gatherer at any time for any reason. Gatherer shall release, protect, defend, indemnify and hold harmless Producer\nGroup from and against all Losses arising out of or in connection with Gatherer’s use of or operations on the easement and right-of-way granted under this Section\n3.5(a), except to the extent that such Losses are caused by the gross negligence or willful misconduct of any member of Gatherer Group."} +{"idx": 63, "level": 3, "span": "(b)    Producer Does Not Have Obligation to Maintain\nProducer shall not have a duty to maintain in force and effect any\nunderlying agreements (such as any lease, easement, or surface use agreement) that the grants of easements or rights of way by Producer to Gatherer under Section 3.5(a) are based upon, and such grants of easements or rights of way will terminate if\nProducer loses its rights to the applicable property, regardless of the reason for such loss of rights."} +{"idx": 63, "level": 3, "span": "(c)    Gatherer Does Not Have Obligation to Maintain\nGatherer shall not have\na duty to maintain in force and effect any underlying agreements that the grants of easements or rights of way by Gatherer to Producer pursuant to Section 3.5(a) are based upon, and such grants of easements or rights of way will terminate if\nGatherer loses its rights to the applicable property, regardless of the reason for such loss of rights."} +{"idx": 63, "level": 3, "span": "(d)    No\nInterference. Gatherer’s exercise of the rights granted to Gatherer by Producer pursuant to this Section 3.5 shall not unreasonably interfere with Producer’s operations or with the rights of owners in fee with respect to the\napplicable lands, and such rights will be exercised in material compliance with all applicable Laws and the safety and other reasonable access requirements of Producer."} +{"idx": 63, "level": 2, "span": "ARTICLE 4"} +{"idx": 63, "level": 2, "span": "MEASUREMENT\nDEVICES\nSection 4.1 Measurement Devices.\n(a)    Gatherer shall construct, install, own, and operate (or cause to be constructed, installed, and operated) the\nMeasurement Devices located at the Measurement Points. Gatherer may, in its discretion, construct, install, own, and operate (or cause to be constructed, installed, and operated) Measurement Devices located at or upstream of the Delivery Points or\nat or downstream of the Receipt Points.\n(b)    Gatherer shall cause all Measurement Devices that are owned by\nGatherer to be constructed, installed, and operated in accordance with applicable industry standards and applicable Laws, and as set forth in the current System Plan.\n(c)    Producer shall have the right, at its sole expense, to install, own and operate Measurement Devices located at the\nMeasurement Points, Receipt Points and Delivery Points. Producer shall cause Producer Meters to be installed, subsequent to providing a minimum of 72 hours’ notice to Gatherer, so as not to interfere with Gatherer’s Measurement Devices and\nshall take steps that are reasonable and customary in the industry to mitigate or prevent any problems that may interfere with Gatherer’s Measurement Devices at the Measurement Points.\n(d)    Gatherer may elect to use a Producer Meter as the Measurement Device for a Measurement Point in lieu of\nconstructing, installing, owning, and operating a Measurement Device located at such Measurement Point by providing notice to Producer (including by detailing such election in the applicable System Plan). If Gatherer elects to use such Producer\nMeter as the Measurement Device for a Measurement Point, Producer shall provide Gatherer reasonable access to such Producer Meter, including prior advance notice of, and the ability to witness, the calibration of such Producer Meter.\n(e)    Producer and Gatherer shall cause Measurement Devices owned by such\nParty to be constructed, installed and operated in accordance with the following depending on the type of meter used:\n(i)    API Manual of Petroleum Measurement Standard, Chapter 6.1, Metering Assemblies, Lease Automatic Custody Transfer\n(LACT)\n(ii)    API, MPMS, Spec 11N, Specification for Lease Automatic Custody Transfer (LACT)\n(f)    Gatherer may (but shall not be obligated to) replace or make any alterations to the Measurement Devices necessary\nto comply with any subsequent amendments, revisions or modifications of applicable Law or the American Gas Association Reports cited above. With respect to Producer Meters that Gatherer has elected to use, Producer may (but shall not be obligated\nto) replace or make any alterations to the Measurement Devices necessary to comply with any subsequent amendments, revisions or modifications of applicable Law or the American Gas Association Reports cited above.\n(g)    The accuracy of all Measurement Devices at the Measurement Points and Delivery Points and of all Measurement\nDevices that serve as “check meters” for any such Measurement Point or Delivery Point Measurement Devices will be verified by the owner of such Measurement Device (the “Owner”) at Monthly intervals and, if requested, in the\npresence of a representative of the other Party (the “Beneficiary”). The Owner shall verify the accuracy of any owned Measurement Device before the next Monthly verification required by the preceding sentence if the Beneficiary makes a\nwritten request for a special test as described below. Notwithstanding the foregoing, when Daily deliveries of Product at any Measurement Point or Delivery Point average 100 Barrels per Day or less during any Month, the Owner may request from the\nBeneficiary that the accuracy of the Measurement Devices at such Measurement Point or Delivery Point be verified quarterly. If, upon any test, any (i) Measurement Device at the Measurement Point is found to be inaccurate by 2.0% or less or\n(ii) Measurement Device at the Delivery Point is found to be inaccurate by 0.25% or less, previous readings of such Measurement Device will be considered correct in computing the deliveries of Product under this Agreement. If, upon any test,\nany (1) Measurement Device at the Measurement Point is found to be inaccurate by more than 2.0% or (2) Measurement Device at the Delivery Point is found to be inaccurate by more than 0.25% (excessive meter factor deviation), such\nMeasurement Device will immediately be removed from service, adjusted, repaired or replaced to record accurately (within the manufacturer’s allowance for error) and reproved prior to returning to service. If the excessive meter factor deviation\ncan be explained by changing conditions (gravity, temperature or flow-rate) no corrective action may be taken if mutually agreed upon by both the Owner and the Beneficiary. Any previous recordings of such Measurement Device with an excessive meter\nfactor deviation will be corrected by using the arithmetic average of the malfunction factor and the previous factor shall be applied to the production measured through the meter between the date of the previous factor and the date of the\nmalfunction factor. The proving report must clearly indicate the meter’s malfunction factor and all remarks associated with the repairs or adjustments. If the Beneficiary desires a special test of any Measurement Device, at least 72 hours’\nadvance written notice will be given to the Owner, and the Parties will cooperate to secure a prompt test of the accuracy of such Measurement Device. If the Measurement Device so tested is found to be inaccurate by 2.0% or less or 0.25% or less, as\napplicable, the Owner will have the right to bill the Beneficiary for the costs incurred due to such special test, including any labor and transportation costs, and the Beneficiary will pay such costs promptly upon invoice therefor.\n(h)    If requested by the Beneficiary, the Measurement Devices owned by\nOwner shall include a sufficient number of data ports, and Owner shall permit Beneficiary to connect to such data ports, as shall be required to provide to Beneficiary on a real-time basis all measurement data generated by such measurement\nequipment. Beneficiary shall be responsible at its own cost for obtaining equipment and services to connect to such data ports and receive and process such data.\n(i)    Each Party shall make the charts and records by which measurements are determined available for the use of the\nother Party in fulfilling the terms and conditions thereof. Each Party shall, upon written request of the other Party, mail, email or deliver for checking and calculation all volume, BS&W, and gravity, average flowing temperature, average\nflowing pressure and other meter or test records in its possession and used in the measurement or allocation of Product delivered under this Agreement within 30 Days after the last chart for each billing period is removed from the meter. Such data\nshall be returned within 90 Days after the receipt thereof.\n(j)    Each Party shall preserve or cause to be preserved\nfor mutual use all test data or other similar records in accordance with the applicable rules and regulations of regulatory bodies having jurisdiction, if any, with respect to the retention of such records, and, in any event, for at least 24 Months.\n(k)    So long as the Parties to this Agreement are also parties to a Transaction Document that covers Gas, the\nrequirements for Measurement Devices in respect of Flash Gas shall be covered by such Transaction Document. If at any time the Parties to this Agreement are not also party to another Transaction Document that covers Gas, the Parties shall set forth\nin the Agreement Addendum or an appropriate amendment to this Agreement the requirements for Measurement Devices pertaining to Flash Gas; absent such agreement, Gatherer shall install and maintain measuring equipment at the Delivery Points that is\nin accordance with applicable API standards.\nSection 4.2 Measurement Procedures. Gatherer shall use the Measurement\nDevices owned by Gatherer (or if Gatherer’s rights under Section 4.1(d) are exercised, then the Measurement Devices owned by Producer) at the Measurement Points to determine the volumes of Product passing through the Individual System\nfor purposes of Article 6 and Article 10. Gatherer shall cause (or if Gatherer’s rights under Section 4.1(d) are exercised, then Producer shall cause) the measurements of the quantity and quality of all Product measured at\nthe Measurement Points (and at each Receipt Point or Delivery Point at which measurements are taken) to be conducted in accordance with industry standards (referenced below) and governmental regulations.\nAPI Manual of Petroleum Measurement Standards:\nChapter 4,\nProving Systems\nChapter 5.1. General Considerations for Measurement by Meters\nChapter 5.6, Measurement of Liquid by Coriolis Meters\nChapter\n7, Temperature Determination Chapter 8, Sampling\nChapter 8.2, Automatic Sampling of Petroleum and Petroleum Products\nChapter 9, Density Determination\nChapter 10, Sediment and\nWater\nChapter 12.2, Calculation of Petroleum Quantities Measured by Turbine or Displacement Meters\nSection 4.3 Product Meter Adjustments. If a Measurement Device is out of service or registering inaccurately, the Parties\nshall determine the quantities of Product received or delivered during such period as follows:\n(a)    By using the\nregistration of any check meter or meters, if installed and accurately registering; or in the absence of such check meters,\n(b)    By using a meter operating in parallel with the estimated volume corrected for any differences found when the\nmeters are operating properly,\n(c)    By correcting the error if the percentage of error is ascertainable by\ncalibration, tests or mathematical calculation, such as step change, uncertainty calculation or balance adjustment; or in the absence of check meters and the ability to make corrections under this Section 4.3(c), then,\n(d)    By estimating the quantity received or delivered by receipts or deliveries during periods under similar conditions\nwhen the meter was registering accurately."} +{"idx": 63, "level": 3, "span": "(a)    Gatherer shall construct, install, own, and operate (or cause to be constructed, installed, and operated) the\nMeasurement Devices located at the Measurement Points. Gatherer may, in its discretion, construct, install, own, and operate (or cause to be constructed, installed, and operated) Measurement Devices located at or upstream of the Delivery Points or\nat or downstream of the Receipt Points."} +{"idx": 63, "level": 3, "span": "(b)    Gatherer shall cause all Measurement Devices that are owned by\nGatherer to be constructed, installed, and operated in accordance with applicable industry standards and applicable Laws, and as set forth in the current System Plan."} +{"idx": 63, "level": 3, "span": "(c)    Producer shall have the right, at its sole expense, to install, own and operate Measurement Devices located at the\nMeasurement Points, Receipt Points and Delivery Points. Producer shall cause Producer Meters to be installed, subsequent to providing a minimum of 72 hours’ notice to Gatherer, so as not to interfere with Gatherer’s Measurement Devices and\nshall take steps that are reasonable and customary in the industry to mitigate or prevent any problems that may interfere with Gatherer’s Measurement Devices at the Measurement Points."} +{"idx": 63, "level": 3, "span": "(d)    Gatherer may elect to use a Producer Meter as the Measurement Device for a Measurement Point in lieu of\nconstructing, installing, owning, and operating a Measurement Device located at such Measurement Point by providing notice to Producer (including by detailing such election in the applicable System Plan). If Gatherer elects to use such Producer\nMeter as the Measurement Device for a Measurement Point, Producer shall provide Gatherer reasonable access to such Producer Meter, including prior advance notice of, and the ability to witness, the calibration of such Producer Meter."} +{"idx": 63, "level": 3, "span": "(e)    Producer and Gatherer shall cause Measurement Devices owned by such\nParty to be constructed, installed and operated in accordance with the following depending on the type of meter used:"} +{"idx": 63, "level": 4, "span": "(i)    API Manual of Petroleum Measurement Standard, Chapter 6.1, Metering Assemblies, Lease Automatic Custody Transfer\n(LACT)"} +{"idx": 63, "level": 4, "span": "(ii)    API, MPMS, Spec 11N, Specification for Lease Automatic Custody Transfer (LACT)"} +{"idx": 63, "level": 3, "span": "(f)    Gatherer may (but shall not be obligated to) replace or make any alterations to the Measurement Devices necessary\nto comply with any subsequent amendments, revisions or modifications of applicable Law or the American Gas Association Reports cited above. With respect to Producer Meters that Gatherer has elected to use, Producer may (but shall not be obligated\nto) replace or make any alterations to the Measurement Devices necessary to comply with any subsequent amendments, revisions or modifications of applicable Law or the American Gas Association Reports cited above."} +{"idx": 63, "level": 3, "span": "(g)    The accuracy of all Measurement Devices at the Measurement Points and Delivery Points and of all Measurement\nDevices that serve as “check meters” for any such Measurement Point or Delivery Point Measurement Devices will be verified by the owner of such Measurement Device (the “Owner”) at Monthly intervals and, if requested, in the\npresence of a representative of the other Party (the “Beneficiary”). The Owner shall verify the accuracy of any owned Measurement Device before the next Monthly verification required by the preceding sentence if the Beneficiary makes a\nwritten request for a special test as described below. Notwithstanding the foregoing, when Daily deliveries of Product at any Measurement Point or Delivery Point average 100 Barrels per Day or less during any Month, the Owner may request from the\nBeneficiary that the accuracy of the Measurement Devices at such Measurement Point or Delivery Point be verified quarterly. If, upon any test, any (i) Measurement Device at the Measurement Point is found to be inaccurate by 2.0% or less or\n(ii) Measurement Device at the Delivery Point is found to be inaccurate by 0.25% or less, previous readings of such Measurement Device will be considered correct in computing the deliveries of Product under this Agreement. If, upon any test,\nany (1) Measurement Device at the Measurement Point is found to be inaccurate by more than 2.0% or (2) Measurement Device at the Delivery Point is found to be inaccurate by more than 0.25% (excessive meter factor deviation), such\nMeasurement Device will immediately be removed from service, adjusted, repaired or replaced to record accurately (within the manufacturer’s allowance for error) and reproved prior to returning to service. If the excessive meter factor deviation\ncan be explained by changing conditions (gravity, temperature or flow-rate) no corrective action may be taken if mutually agreed upon by both the Owner and the Beneficiary. Any previous recordings of such Measurement Device with an excessive meter\nfactor deviation will be corrected by using the arithmetic average of the malfunction factor and the previous factor shall be applied to the production measured through the meter between the date of the previous factor and the date of the\nmalfunction factor. The proving report must clearly indicate the meter’s malfunction factor and all remarks associated with the repairs or adjustments. If the Beneficiary desires a special test of any Measurement Device, at least 72 hours’\nadvance written notice will be given to the Owner, and the Parties will cooperate to secure a prompt test of the accuracy of such Measurement Device. If the Measurement Device so tested is found to be inaccurate by 2.0% or less or 0.25% or less, as\napplicable, the Owner will have the right to bill the Beneficiary for the costs incurred due to such special test, including any labor and transportation costs, and the Beneficiary will pay such costs promptly upon invoice therefor."} +{"idx": 63, "level": 3, "span": "(h)    If requested by the Beneficiary, the Measurement Devices owned by\nOwner shall include a sufficient number of data ports, and Owner shall permit Beneficiary to connect to such data ports, as shall be required to provide to Beneficiary on a real-time basis all measurement data generated by such measurement\nequipment. Beneficiary shall be responsible at its own cost for obtaining equipment and services to connect to such data ports and receive and process such data."} +{"idx": 63, "level": 4, "span": "(i)    Each Party shall make the charts and records by which measurements are determined available for the use of the\nother Party in fulfilling the terms and conditions thereof. Each Party shall, upon written request of the other Party, mail, email or deliver for checking and calculation all volume, BS&W, and gravity, average flowing temperature, average\nflowing pressure and other meter or test records in its possession and used in the measurement or allocation of Product delivered under this Agreement within 30 Days after the last chart for each billing period is removed from the meter. Such data\nshall be returned within 90 Days after the receipt thereof."} +{"idx": 63, "level": 3, "span": "(j)    Each Party shall preserve or cause to be preserved\nfor mutual use all test data or other similar records in accordance with the applicable rules and regulations of regulatory bodies having jurisdiction, if any, with respect to the retention of such records, and, in any event, for at least 24 Months."} +{"idx": 63, "level": 3, "span": "(k)    So long as the Parties to this Agreement are also parties to a Transaction Document that covers Gas, the\nrequirements for Measurement Devices in respect of Flash Gas shall be covered by such Transaction Document. If at any time the Parties to this Agreement are not also party to another Transaction Document that covers Gas, the Parties shall set forth\nin the Agreement Addendum or an appropriate amendment to this Agreement the requirements for Measurement Devices pertaining to Flash Gas; absent such agreement, Gatherer shall install and maintain measuring equipment at the Delivery Points that is\nin accordance with applicable API standards."} +{"idx": 63, "level": 3, "span": "(a)    By using the\nregistration of any check meter or meters, if installed and accurately registering; or in the absence of such check meters,"} +{"idx": 63, "level": 3, "span": "(b)    By using a meter operating in parallel with the estimated volume corrected for any differences found when the\nmeters are operating properly,"} +{"idx": 63, "level": 3, "span": "(c)    By correcting the error if the percentage of error is ascertainable by\ncalibration, tests or mathematical calculation, such as step change, uncertainty calculation or balance adjustment; or in the absence of check meters and the ability to make corrections under this Section 4.3(c), then,"} +{"idx": 63, "level": 3, "span": "(d)    By estimating the quantity received or delivered by receipts or deliveries during periods under similar conditions\nwhen the meter was registering accurately."} +{"idx": 63, "level": 2, "span": "ARTICLE 5"} +{"idx": 63, "level": 2, "span": "TENDER, NOMINATION, AND GATHERING OF PRODUCTION\nSection 5.1 Tender of Dedicated Production. Subject to Section 5.3(b), each Day during the Term, Producer shall Tender to\nthe Individual System at each applicable Receipt Point all of the Dedicated Production available to Producer at such Receipt Point.\nSection 5.2 Services; Service Standard.\n(a)    Services. Subject to the provisions of this Agreement, Gatherer shall (i) provide Services for all Product that\nis Tendered by Producer to Gatherer at the applicable Receipt Point, (ii) redeliver to Producer or for the benefit of Producer at the relevant Delivery Point (as designated by Producer) equivalent quantities of such Product, less any Associated\nWater and Flash Gas removed therefrom attributable to Producer’s owned or Controlled Product, taking into account any System Gains/ Losses, and (iii) cause the System to be able to flow such Product at volumes produced into each Individual\nSystem, in each case, so long as total crude volumes for the respective Individual System are not greater than the current capacity of the System.\n(b)    Services Standard. Gatherer shall own and operate the System and perform the Services in a good and workmanlike\nmanner in accordance with standards customary in the industry.\n(c)    Priority of Service. Gatherer shall cause\nProduct delivered by Producer to have priority service on the System over Product of any Third Party. Gatherer’s performance of its\nobligations under Section 5.3(a) with respect to any Product produced from any Well but not included on a Development Report or for which new, modified, or enhanced facilities are contemplated in\na System Plan, shall at all times be subject to the available capacity on the System at the time that Product is available to be Tendered by Producer at a Receipt Point; provided, however, that Producer may make alternative arrangements for the\nProduct not received by Gatherer pursuant to Section 3.3.\nSection 5.3 Nominations, Scheduling, and Curtailment.\nNominations and scheduling of Product available for, and interruptions and curtailment of, Services under this Agreement shall be performed in accordance with the following provisions:\n(a)    Nominations. Product shall be received only under a nomination submitted by Producer. For purposes of this\nAgreement, a nomination is the volume, in Barrels per day, forecasted by Producer to be delivered to Receipt Points and redelivered by Gatherer to Delivery Points for a particular month of Deliver. Nominations shall be submitted on or before the\n25th day of the Month preceding the Month of delivery.\n(b)    Consistent Quantities. Producer and Gatherer shall use\ncommercially reasonable efforts to cause Product to be received and redelivered under this Agreement at similar quantities for a delivery Month. System storage shall be used only for the operational purposes of Gatherer, as determined solely by\nGatherer.\n(c)    Target Pressures. Gatherer shall use its commercially reasonable efforts to maintain the operating\npressure of each Facility Segment, as measured at the inlet flange of the central facility of the applicable Facility Segment, at a level that is equal to or less than the Target Pressure.\n(d)    Adjustments. Nothing contained in this Agreement shall preclude Gatherer from taking reasonable actions necessary\nto adjust receipts or deliveries under this Agreement in order to maintain the operational integrity and safety of the System.\n(e)    Line Fill. \n(i)    Producer shall deliver to Gatherer a pro rata portion of the Product that Gatherer determines is necessary for\nefficient operation of the System (such pro rata portion, the “Producer Line Fill”), and Gatherer shall not be obligated to receive any Product Tendered by Producer until Producer’s delivery of Product to Gatherer has met the Producer\nLine Fill.\n(ii)    Gatherer shall maintain an inventory account (the “Inventory Account”) for Producer and\neach other shipper or producer on the System which reflects for each Month with respect to each producer and shipper on the System (including Producer) (i) the total volumes received and delivered; (ii) the starting and ending minimum line\nfill required; (iii) the starting and ending amount of crude oil inventory in Gatherer’s facilities above the minimum line fill required; and (iv) any other information deemed necessary and appropriate by Gatherer, all on an\nIndividual System basis. Gatherer shall provide a statement of Producer’s Inventory Account as part of the supplemental and supporting information for each invoice.\n(iii)    At the end of the Term, Producer’s Product in inventory (both Producer Line Fill and any amounts above\nProducer Line Fill quantities) within Gatherer’s System, or within the respective Individual System within Gatherer’s System, will be delivered by Gatherer to the Delivery Point specified by Producer within sixty (60) days after the\nend of the Term.\nSection 5.4 Suspension/Shutdown of Service.\n(a)    Shutdown. During any period when all or any portion of the Individual System is shut down (i) because of\nmaintenance, repairs, or Force Majeure, (ii) because such shutdown is necessary to avoid injury or harm to Persons or property, to the environment or to the integrity of all or any portion of the Individual System or (iii) because\nproviding Services hereunder has become uneconomic as further described in Section 13.2, Gatherer may interrupt or curtail receipts of Producer’s Product and the Product of other producers as set forth herein. In such cases, Gatherer shall\nhave no liability to Producer (subject to Section 5.4(d) and Section 11.1(b)) for its failure to receive Product, except to the extent such shutdown is caused by the gross negligence or willful misconduct of Gatherer. If Gatherer is required to so\ninterrupt or curtail receipts of Product, Gatherer will advise (by telephone, following up by writing, which writing may be in the form of electronic mail) Producer of such interruption or curtailment as soon as practicable or in any event within\ntwenty-four hours after the occurrence of such event.\n(b)    Planned Curtailments and Interruptions.\n(i)    Gatherer shall have the right to curtail or interrupt receipts and deliveries of Product for brief periods to\nperform necessary maintenance of and repairs or modifications (including modifications required to perform its obligations under this Agreement) to the Individual System; provided, however, that to the extent reasonably practicable, Gatherer shall\ncoordinate its maintenance, repair and modification operations with the operations of Producer and, in any case, will use its reasonable efforts to schedule maintenance, repair and modification operations so as to avoid or minimize to the greatest\nextent possible service curtailments or interruptions.\n(ii)    Gatherer shall provide Producer (x) with 10 Days\nprior notice of any upcoming normal and routine maintenance, repair and modification projects that Gatherer has planned that would result in a curtailment or interruption of Producer’s deliveries and the estimated time period for such\ncurtailment or interruption and (y) with six Months prior notice of any maintenance (A) of which Gatherer has knowledge at least six Months in advance and (B) that is anticipated to result in a curtailment or interruption of\nProducer’s deliveries for five or more consecutive Days.\n(c)    Other Operations. It is specifically understood\nby Producer that operations and activities on facilities upstream or downstream of the Individual System beyond Gatherer’s control may impact operations on the Individual System, and the Parties agree that Gatherer shall have no liability for\nany operations or activities upstream or downstream of the Individual System.\n(d)    Temporary Release. If at any\ntime Gatherer interrupts or curtails receipts and deliveries of Product pursuant to this Section 5.4 for a period of 30 consecutive Days, then at Producer’s written request, the affected volumes of Product shall be temporarily released\nfrom dedication to this Agreement commencing as of the date of such request and ending on the date described in Section 2.4(b).\nSection 5.5 Marketing and Transportation. As between the Parties, Producer shall be\nsolely responsible, and shall make all necessary arrangements at and downstream of the Delivery Points, for the receipt, further transportation, and marketing of Producer’s owned and Controlled Product delivered hereunder.\nSection 5.6 No Prior Flow of Product in Interstate Commerce. Producer represents and warrants that at the time of Tender,\nnone of the Product delivered at a Receipt Point hereunder has flowed in interstate commerce."} +{"idx": 63, "level": 3, "span": "(a)    Services\nSubject to the provisions of this Agreement, Gatherer shall (i) provide Services for all Product that\nis Tendered by Producer to Gatherer at the applicable Receipt Point, (ii) redeliver to Producer or for the benefit of Producer at the relevant Delivery Point (as designated by Producer) equivalent quantities of such Product, less any Associated\nWater and Flash Gas removed therefrom attributable to Producer’s owned or Controlled Product, taking into account any System Gains/ Losses, and (iii) cause the System to be able to flow such Product at volumes produced into each Individual\nSystem, in each case, so long as total crude volumes for the respective Individual System are not greater than the current capacity of the System."} +{"idx": 63, "level": 3, "span": "(b)    Services Standard\nGatherer shall own and operate the System and perform the Services in a good and workmanlike\nmanner in accordance with standards customary in the industry."} +{"idx": 63, "level": 3, "span": "(c)    Priority of Service\nGatherer shall cause\nProduct delivered by Producer to have priority service on the System over Product of any Third Party. Gatherer’s performance of its"} +{"idx": 63, "level": 3, "span": "(a)    Nominations\nProduct shall be received only under a nomination submitted by Producer. For purposes of this\nAgreement, a nomination is the volume, in Barrels per day, forecasted by Producer to be delivered to Receipt Points and redelivered by Gatherer to Delivery Points for a particular month of Deliver. Nominations shall be submitted on or before the\n25th day of the Month preceding the Month of delivery."} +{"idx": 63, "level": 3, "span": "(b)    Consistent Quantities\nProducer and Gatherer shall use\ncommercially reasonable efforts to cause Product to be received and redelivered under this Agreement at similar quantities for a delivery Month. System storage shall be used only for the operational purposes of Gatherer, as determined solely by\nGatherer."} +{"idx": 63, "level": 3, "span": "(c)    Target Pressures\nGatherer shall use its commercially reasonable efforts to maintain the operating\npressure of each Facility Segment, as measured at the inlet flange of the central facility of the applicable Facility Segment, at a level that is equal to or less than the Target Pressure."} +{"idx": 63, "level": 3, "span": "(d)    Adjustments\nNothing contained in this Agreement shall preclude Gatherer from taking reasonable actions necessary\nto adjust receipts or deliveries under this Agreement in order to maintain the operational integrity and safety of the System."} +{"idx": 63, "level": 3, "span": "(e)    Line Fill"} +{"idx": 63, "level": 4, "span": "(i)    Producer shall deliver to Gatherer a pro rata portion of the Product that Gatherer determines is necessary for\nefficient operation of the System (such pro rata portion, the “Producer Line Fill”), and Gatherer shall not be obligated to receive any Product Tendered by Producer until Producer’s delivery of Product to Gatherer has met the Producer\nLine Fill."} +{"idx": 63, "level": 4, "span": "(ii)    Gatherer shall maintain an inventory account (the “Inventory Account”) for Producer and\neach other shipper or producer on the System which reflects for each Month with respect to each producer and shipper on the System (including Producer) (i) the total volumes received and delivered; (ii) the starting and ending minimum line\nfill required; (iii) the starting and ending amount of crude oil inventory in Gatherer’s facilities above the minimum line fill required; and (iv) any other information deemed necessary and appropriate by Gatherer, all on an\nIndividual System basis. Gatherer shall provide a statement of Producer’s Inventory Account as part of the supplemental and supporting information for each invoice."} +{"idx": 63, "level": 4, "span": "(iii)    At the end of the Term, Producer’s Product in inventory (both Producer Line Fill and any amounts above\nProducer Line Fill quantities) within Gatherer’s System, or within the respective Individual System within Gatherer’s System, will be delivered by Gatherer to the Delivery Point specified by Producer within sixty (60) days after the\nend of the Term."} +{"idx": 63, "level": 3, "span": "(a)    Shutdown\nDuring any period when all or any portion of the Individual System is shut down (i) because of\nmaintenance, repairs, or Force Majeure, (ii) because such shutdown is necessary to avoid injury or harm to Persons or property, to the environment or to the integrity of all or any portion of the Individual System or (iii) because\nproviding Services hereunder has become uneconomic as further described in Section 13.2, Gatherer may interrupt or curtail receipts of Producer’s Product and the Product of other producers as set forth herein. In such cases, Gatherer shall\nhave no liability to Producer (subject to Section 5.4(d) and Section 11.1(b)) for its failure to receive Product, except to the extent such shutdown is caused by the gross negligence or willful misconduct of Gatherer. If Gatherer is required to so\ninterrupt or curtail receipts of Product, Gatherer will advise (by telephone, following up by writing, which writing may be in the form of electronic mail) Producer of such interruption or curtailment as soon as practicable or in any event within\ntwenty-four hours after the occurrence of such event."} +{"idx": 63, "level": 3, "span": "(b)    Planned Curtailments and Interruptions."} +{"idx": 63, "level": 4, "span": "(i)    Gatherer shall have the right to curtail or interrupt receipts and deliveries of Product for brief periods to\nperform necessary maintenance of and repairs or modifications (including modifications required to perform its obligations under this Agreement) to the Individual System; provided, however, that to the extent reasonably practicable, Gatherer shall\ncoordinate its maintenance, repair and modification operations with the operations of Producer and, in any case, will use its reasonable efforts to schedule maintenance, repair and modification operations so as to avoid or minimize to the greatest\nextent possible service curtailments or interruptions."} +{"idx": 63, "level": 4, "span": "(ii)    Gatherer shall provide Producer (x) with 10 Days\nprior notice of any upcoming normal and routine maintenance, repair and modification projects that Gatherer has planned that would result in a curtailment or interruption of Producer’s deliveries and the estimated time period for such\ncurtailment or interruption and (y) with six Months prior notice of any maintenance (A) of which Gatherer has knowledge at least six Months in advance and (B) that is anticipated to result in a curtailment or interruption of\nProducer’s deliveries for five or more consecutive Days."} +{"idx": 63, "level": 3, "span": "(c)    Other Operations\nIt is specifically understood\nby Producer that operations and activities on facilities upstream or downstream of the Individual System beyond Gatherer’s control may impact operations on the Individual System, and the Parties agree that Gatherer shall have no liability for\nany operations or activities upstream or downstream of the Individual System."} +{"idx": 63, "level": 3, "span": "(d)    Temporary Release\nIf at any\ntime Gatherer interrupts or curtails receipts and deliveries of Product pursuant to this Section 5.4 for a period of 30 consecutive Days, then at Producer’s written request, the affected volumes of Product shall be temporarily released\nfrom dedication to this Agreement commencing as of the date of such request and ending on the date described in Section 2.4(b)."} +{"idx": 63, "level": 2, "span": "ARTICLE 6"} +{"idx": 63, "level": 2, "span": "FEES\nSection 6.1\nFees. Producer shall pay Gatherer each Month in accordance with the terms of this Agreement for all Services provided by Gatherer with respect to Dedicated Production received by Gatherer from Producer or for Producer’s account during\nsuch Month, an amount, for each Individual System, equal to the sum of (i) the product of (x) the Net Standard Volume of Product, stated in Barrels, received by Gatherer from Producer or for Producer’s account at the applicable\nReceipt Points for such Product within the applicable Individual System during such Month, multiplied by (y) the applicable Individual Fee, plus (ii) an amount equal to Producer’s allocated portion of the actual costs incurred by\nGatherer for electricity required to provide Services, such allocation to be based upon the aggregate quantities of Product received by Gatherer.\nSection 6.2 Fee Adjustments. \n(a)    Redetermination.\n(i)    Redetermination Proposal. Between November 1 and December 31 of any Year, Gatherer may prepare and\ndeliver to Producer for its review and comment a written proposal (each, a “Redetermination Proposal”) to redetermine each Individual Fee in accordance with this Section 6.2(a). Each Redetermination Proposal shall include relevant\nsupporting documentation based upon the latest updated Development Report and System Plan and shall take into account future items including projected production volumes, operating revenue projections, and budgeted amounts for capital expenditures\nand all estimated operating expenses that Gatherer believes will be necessary to provide the applicable Services as contemplated by the latest updated Development Report and System Plan; provided that a redetermined Individual Fee as agreed to by\nthe Parties (a “Redetermined Individual Fee”) shall not recoup the difference between (A) estimated operating expenses or revenues and (B) actual operating expenses or revenues for periods prior to the effective date of such\nRedetermined Individual Fee. The Parties may agree to redetermine a particular Individual Fee without obligation to agree to redetermine any other Individual Fee.\n(ii)    Subsequent Redetermination Timing. Any Redetermined Individual Fee agreed to by the Parties on or prior to\nthe last Business Day of February of the applicable Adjustment Year (“Redetermination Deadline”) shall become effective as of the first Day of the Month following the Month in which agreement has been reached. If the Parties fail to agree\nupon a redetermination of any Individual Fee set forth in the applicable Redetermination Proposal on\nor prior to the Redetermination Deadline, such Individual Fee shall remain in effect without redetermination pursuant to this Section 6.2(a). For purposes of this Section 6.2(a)(ii), the Year\nduring which a Redetermination Proposal is delivered is herein the “Delivery Year” and the immediately subsequent Year is herein the “Adjustment Year”.\n(b)    Annual Escalation. Effective as of January 1 of each Year, the Individual Fee will be increased by multiplying\nthe then-applicable Individual Fee by the Escalation Percentage (herein, the “Increase in Fee”) and adding the then-applicable Individual Fee to the Increase in Fee. Such annual increase to the Individual Fee shall become effective on\nJanuary 1 of the applicable Year, even if such Individual Fee was redetermined pursuant to Section 6.2(a), with an effective date during the same Year.\nSection 6.3 Treatment of Byproducts, System Gains/Losses, Fuel and Related Matters. No separate fee shall be chargeable by\nGatherer and no refund or reduction in the Individual Fee shall be chargeable by or owed to Producer for the hydrocarbons or services described in this Section 6.3, except as provided in Section 6.3(d).\n(a)    Recovered Oil. Gatherer shall deliver to Producer, each Month, all Recovered Oil allocated to Producer or for\nProducer’s account to the extent Producer and Gatherer have agreed in writing to require such allocation.\n(b)    Flash Gas. Gatherer shall deliver to Producer, each Month, all Flash Gas allocated to Producer or for\nProducer’s account by delivering such Flash Gas into the Gas System to the extent Producer and Gatherer have agreed in writing to require such allocation. At all times during the Term, either (x) Gatherer and Producer shall be party to\nboth this Agreement and another Transaction Document that covers Gas (in which case Producer shall not owe any amount under this Agreement or any other Transaction Document to which Gatherer is a Party as a result of Flash Gas being transported\nthrough the Gas System) or (y) the Parties shall set forth in the Agreement Addendum or an appropriate amendment to this Agreement the methodology for Gatherer to deliver Flash Gas to Producer and any fee applicable thereto.\n(c)    System Gains/Losses.\n(i)    Gatherer will perform a Monthly material balance for each Individual System based on comparison of Product\ndelivered, Product inventory change within Gatherer’s facilities, and the theoretical Product (after removal of Associated Water and Flash Gas) received into the Individual System at Receipt Points (or measured if Associated Water and Flash Gas\nof Product at Receipt Points meets Oil Quality specifications of Downstream Facilities or markets without treatment by Gatherer). Actual System gains or losses from the material balance will be allocated back to Producer’s Receipt Points to\ndetermine allocated quantities of Product received at Receipt Points for each Month.\n(ii)    If, during any Month,\nSystem Gains/Losses on an Individual System allocated to Producer in accordance with this Agreement exceeds 0.5% of the total quantities of Producer’s owned or Controlled Product delivered to the Individual System in such Month, then Gatherer\nwill, for the respective Individual System, obtain updated test data (i.e. sample results, meter proves, etc.) from Receipt Points involved in calculating theoretical Product (after removal of\nAssociated Water and Flash Gas) received into the System at Receipt Points on the Individual System and conduct a field-wide (on an Individual System basis) meter inspection and proving, if\nnecessary, followed by an updated balance. If Gatherer determines that a repair to the Individual System is needed to reduce the System Gains/Losses below 0.5%, Gatherer shall undertake such repairs in a commercially reasonable manner and as soon\nafter making such determination as is commercially reasonable.\n(iii)    Gatherer shall provide Producer with prior\nnotice of, and reasonable access to observe, any such field-wide meter balance.\n(d)    Other System Fuel. Gatherer\nmay elect to use Other System Fuel as fuel to operate the Individual System, or to generate electricity for the operation of the Individual System and shall account for any Other System Fuel used by Gatherer. Producer, at its sole cost and expense,\nshall procure all fuel except diesel, in addition to Other System Fuel used by Gatherer, if any, required to operate the Individual System or to generate electricity for the operation of the Individual System and arrange for transportation of such\nfuel to the Individual System.\n(e)    Associated Water. Gatherer shall deliver to Producer, each Month, all\nAssociated Water allocated to Producer or for Producer’s account by delivering such Associated Water into the Water System. The Parties acknowledge that there is no separate fee chargeable by Gatherer hereunder for Services with respect to\nAssociated Water and that the fees chargeable by Gatherer hereunder for Product sufficiently compensate Gatherer for Services with respect to Associated Water. The Monthly Loss/ Gain Report shall include a statement of the Associated Water separated\nfrom the Product and delivered to Producer into the Water System."} +{"idx": 63, "level": 3, "span": "(a)    Redetermination."} +{"idx": 63, "level": 4, "span": "(i)    Redetermination Proposal\nBetween November 1 and December 31 of any Year, Gatherer may prepare and\ndeliver to Producer for its review and comment a written proposal (each, a “Redetermination Proposal”) to redetermine each Individual Fee in accordance with this Section 6.2(a). Each Redetermination Proposal shall include relevant\nsupporting documentation based upon the latest updated Development Report and System Plan and shall take into account future items including projected production volumes, operating revenue projections, and budgeted amounts for capital expenditures\nand all estimated operating expenses that Gatherer believes will be necessary to provide the applicable Services as contemplated by the latest updated Development Report and System Plan; provided that a redetermined Individual Fee as agreed to by\nthe Parties (a “Redetermined Individual Fee”) shall not recoup the difference between (A) estimated operating expenses or revenues and (B) actual operating expenses or revenues for periods prior to the effective date of such\nRedetermined Individual Fee. The Parties may agree to redetermine a particular Individual Fee without obligation to agree to redetermine any other Individual Fee."} +{"idx": 63, "level": 4, "span": "(ii)    Subsequent Redetermination Timing\nAny Redetermined Individual Fee agreed to by the Parties on or prior to\nthe last Business Day of February of the applicable Adjustment Year (“Redetermination Deadline”) shall become effective as of the first Day of the Month following the Month in which agreement has been reached. If the Parties fail to agree\nupon a redetermination of any Individual Fee set forth in the applicable Redetermination Proposal on"} +{"idx": 63, "level": 3, "span": "(b)    Annual Escalation\nEffective as of January 1 of each Year, the Individual Fee will be increased by multiplying\nthe then-applicable Individual Fee by the Escalation Percentage (herein, the “Increase in Fee”) and adding the then-applicable Individual Fee to the Increase in Fee. Such annual increase to the Individual Fee shall become effective on\nJanuary 1 of the applicable Year, even if such Individual Fee was redetermined pursuant to Section 6.2(a), with an effective date during the same Year."} +{"idx": 63, "level": 3, "span": "(a)    Recovered Oil\nGatherer shall deliver to Producer, each Month, all Recovered Oil allocated to Producer or for\nProducer’s account to the extent Producer and Gatherer have agreed in writing to require such allocation."} +{"idx": 63, "level": 3, "span": "(b)    Flash Gas\nGatherer shall deliver to Producer, each Month, all Flash Gas allocated to Producer or for\nProducer’s account by delivering such Flash Gas into the Gas System to the extent Producer and Gatherer have agreed in writing to require such allocation. At all times during the Term, either (x) Gatherer and Producer shall be party to\nboth this Agreement and another Transaction Document that covers Gas (in which case Producer shall not owe any amount under this Agreement or any other Transaction Document to which Gatherer is a Party as a result of Flash Gas being transported\nthrough the Gas System) or (y) the Parties shall set forth in the Agreement Addendum or an appropriate amendment to this Agreement the methodology for Gatherer to deliver Flash Gas to Producer and any fee applicable thereto."} +{"idx": 63, "level": 3, "span": "(c)    System Gains/Losses."} +{"idx": 63, "level": 4, "span": "(i)    Gatherer will perform a Monthly material balance for each Individual System based on comparison of Product\ndelivered, Product inventory change within Gatherer’s facilities, and the theoretical Product (after removal of Associated Water and Flash Gas) received into the Individual System at Receipt Points (or measured if Associated Water and Flash Gas\nof Product at Receipt Points meets Oil Quality specifications of Downstream Facilities or markets without treatment by Gatherer). Actual System gains or losses from the material balance will be allocated back to Producer’s Receipt Points to\ndetermine allocated quantities of Product received at Receipt Points for each Month."} +{"idx": 63, "level": 4, "span": "(ii)    If, during any Month,\nSystem Gains/Losses on an Individual System allocated to Producer in accordance with this Agreement exceeds 0.5% of the total quantities of Producer’s owned or Controlled Product delivered to the Individual System in such Month, then Gatherer\nwill, for the respective Individual System, obtain updated test data (i.e. sample results, meter proves, etc.) from Receipt Points involved in calculating theoretical Product (after removal of"} +{"idx": 63, "level": 4, "span": "(iii)    Gatherer shall provide Producer with prior\nnotice of, and reasonable access to observe, any such field-wide meter balance."} +{"idx": 63, "level": 3, "span": "(d)    Other System Fuel\nGatherer\nmay elect to use Other System Fuel as fuel to operate the Individual System, or to generate electricity for the operation of the Individual System and shall account for any Other System Fuel used by Gatherer. Producer, at its sole cost and expense,\nshall procure all fuel except diesel, in addition to Other System Fuel used by Gatherer, if any, required to operate the Individual System or to generate electricity for the operation of the Individual System and arrange for transportation of such\nfuel to the Individual System."} +{"idx": 63, "level": 3, "span": "(e)    Associated Water\nGatherer shall deliver to Producer, each Month, all\nAssociated Water allocated to Producer or for Producer’s account by delivering such Associated Water into the Water System. The Parties acknowledge that there is no separate fee chargeable by Gatherer hereunder for Services with respect to\nAssociated Water and that the fees chargeable by Gatherer hereunder for Product sufficiently compensate Gatherer for Services with respect to Associated Water. The Monthly Loss/ Gain Report shall include a statement of the Associated Water separated\nfrom the Product and delivered to Producer into the Water System."} +{"idx": 63, "level": 2, "span": "ARTICLE 7"} +{"idx": 63, "level": 2, "span": "QUALITY"} +{"idx": 63, "level": 2, "span": "ARTICLE 8"} +{"idx": 63, "level": 2, "span": "TERM\nSection 8.1\nTerm. This Agreement shall commence on the Effective Date, and this Agreement shall remain in effect until the 10th anniversary of the Effective Date (the “Initial Term”) and thereafter on a Year to Year basis until terminated by\nGatherer or Producer effective upon the expiration of the Initial Term or the expiration of any Year thereafter upon written notice no less than 90 Days prior to the expiration of the Initial Term or the expiration of any Year thereafter (such\nperiod of time, the “Term”).\nSection 8.2 Effect of Termination or Expiration of the Term. Upon the\ntermination of the Term, this Agreement shall forthwith become void and the Parties shall have no liability or obligation under this Agreement, except that (a) the termination of this Agreement shall not relieve any Party from any expense,\nliability or other obligation or remedy therefor that has accrued or attached prior to\nthe date of such termination, (b) the provisions of Section 7.3, this Section 8.2, Section 9.1, Article 15 and Section 17.1 through Section 17.10 shall survive such\ntermination and remain in full force and effect indefinitely, and (c) Section 10.4 and Section 17.11 shall survive such termination and remain in full force and effect for the period of time specified in such Sections."} +{"idx": 63, "level": 2, "span": "ARTICLE 9"} +{"idx": 63, "level": 2, "span": "TITLE AND\nCUSTODY\nSection 9.1 Title. A nomination of Product by Producer shall be deemed a warranty of title to such Product by\nProducer or a warranty that Producer Controls the Product and has the right to deliver such Product for gathering under this Agreement, as applicable. Title to Product shall not transfer to Gatherer by reason of Gatherer’s performance of the\nServices. By nominating Product, Producer also agrees to indemnify, defend, and hold Gatherer harmless from any and all Losses resulting from any claims by a Third Party of title or rights to such Product. If any claim is made challenging\nProducer’s right to deliver such Product to Gatherer, then Gatherer shall have the right to suspend receipt of deliveries of such Product hereunder until such claim is finally resolved to the reasonable satisfaction of Gatherer.\nSection 9.2 Custody. From and after Producer’s delivery of Product to Gatherer at the Receipt Points, and until\nGatherer’s redelivery of such Product to or for Producer’s account at the applicable Delivery Points, as between the Parties, Gatherer shall have custody and control of, and be responsible for, such Product. In all other circumstances, as\nbetween the Parties, Producer shall be deemed to have custody and control of, and be responsible for, such Product."} +{"idx": 63, "level": 2, "span": "ARTICLE 10"} +{"idx": 63, "level": 2, "span": "BILLING AND PAYMENT\nSection 10.1 Statements.\n(a)    Ordinary Course. Gatherer shall submit invoices to Producer on or before the 25th Day after the end of a Month (the\n“Invoice Month”). Each invoice shall be accompanied by supporting information for all amounts charged by such invoice. All amounts owed for Services provided during an Invoice Month shall be reflected on the applicable invoice for such\nInvoice Month; provided that to the extent any amount appearing on an invoice is in respect of an amount paid by Gatherer to a Third Party (collectively, the “Reimbursed Amount”) or the calculation of such amount is contingent on\ninformation provided by a Third Party (collectively, the “Conditional Amount”), such Reimbursed Amount and Conditional Amount, shall be reflected on an invoice within 90 Days after the end of the Month in which such Reimbursed Amount was\npaid by Gatherer.\n(b)    Other. If actual measurements of volumes of Dedicated Production are not available by\nthe date stated in Section 10.1(a), then the invoice submitted by the date stated in Section 10.1(a), may be prepared and submitted based on Gatherer’s good faith estimate of the volumes of Dedicated Production received in the\napplicable Invoice Month. If Gatherer submits an invoice based on estimated volumes, Gatherer shall prepare and submit to Producer an invoice based on actual measurements on or before the close of business of the 40th Day after the applicable\nInvoice Month, together with a reconciliation to the invoice submitted based on Gatherer’s estimate.\n(c)    Detail. Gatherer’s invoices and supporting information\nshall include information reasonably sufficient to explain and support any estimates and charges reflected therein, the reconciliation of any estimates made in a prior Month to the actual measurements for such Month, and any adjustments to prior\nperiod volumes and quantities.\n(d)    Monthly Loss/ Gain Report. Gatherer shall deliver to Producer, on or\nbefore the close of business of the 40th Day after the applicable Invoice Month a Monthly Loss/ Gain Report. If Gatherer elects, it may deliver such Monthly Loss/ Gain Report concurrently with the applicable invoice.\n(e)    One Invoice; Netting. To the extent that Gatherer and Producer are party to this Agreement and one or more\nother Transaction Documents, one invoice may be delivered in respect of all amounts owing under such Transaction Documents. The Parties shall net all undisputed amounts due and owing or past due and owing arising under the Transaction Documents to\nwhich Producer and Gatherer are parties such that the Party owing the greater amount shall make a single payment of the net amount to the other Party. To the extent possible, all fee adjustments set forth in Article 6 shall be accomplished by setoff\nor netting.\nSection 10.2 Payments.\n(a)    Unless otherwise agreed by the Parties, all invoices under this Agreement shall be due and payable in accordance\nwith each invoice’s instructions on or before the later of the 30th Day of each Month and the 10th Day after receipt of the invoice or, if such Day is not a Business Day, then on the next\nBusiness Day. All payments by Producer under this Agreement shall be made by electronic funds transfer to the account designated by Gatherer. Any amounts not paid by the due date will be deemed delinquent and, will accrue interest at the Interest\nRate, such interest to be calculated from and including the due date but excluding the date the delinquent amount is paid in full.\n(b)    If Producer, in good faith, disputes the amount of any invoice of Gatherer, Producer will pay Gatherer such amount,\nif any, that is not in dispute and shall provide Gatherer notice, no later than 30 Days after the date that payment of such invoice would be due under Section 10.2(a), of the disputed amount accompanied by reasonable documentation to support\nProducer’s dispute. If Producer fails to provide notice of dispute within such 30-Day period, then Producer shall be deemed to have waived its right to dispute the applicable invoice, except for a dispute\nfollowing an audit conducted in accordance with Section 10.4. Following Gatherer’s receipt of such dispute notice, Producer and Gatherer shall endeavor in good faith to resolve such dispute, and if the Parties are unable to resolve such\ndispute within a reasonable time, such dispute may be resolved in accordance with Section 17.6 of this Agreement. Upon resolution of the dispute, any required payment shall be made within 15 Days after such resolution, and such amount shall be\npaid along with interest accrued at the Interest Rate from and including the due date but excluding the date paid.\nSection 10.3\nAdequate Assurances. If (a) Producer fails to pay according to the provisions hereof and such failure continues for a period of 5 Business Days after written notice of such failure is provided to Producer, or (b) Gatherer has\nreasonable grounds for insecurity regarding the performance\nby Producer of any obligation under this Agreement, then Gatherer, by notice to Producer, may, singularly or in combination with any other rights it may have, demand Adequate Assurance of\nPerformance from Producer. “Adequate Assurance of Performance” means, at the option of Producer, any of the following, (x) advance payment in cash by Producer to Gatherer for Services to be provided under this Agreement in the\nfollowing Month or (y) delivery to Gatherer by Producer of an irrevocable standby letter of credit or a performance bond, in form and substance reasonably acceptable to Gatherer, issued by a Credit-Worthy Person, in an amount equal to not less\nthan the aggregate proceeds due from Producer under Section 10.1 for the prior 2-Month period. Promptly following the termination of the condition giving rise to Gatherer’s reasonable grounds for\ninsecurity or payment in full of amounts outstanding, as applicable, Gatherer shall release to Producer the cash, letter of credit, bond or other assurance provided by Producer (including any accumulated interest, if applicable, and less any amounts\nactually applied to cover Producer’s obligations hereunder).\nSection 10.4 Audit. Each Party has the right, at its sole\nexpense and during normal working hours, to examine the records of the other Party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made pursuant to the provisions of the Transaction Documents. The\nscope of such examination will be limited to the 24 Months preceding the date such notice of audit, statement, charge or computation was presented. No Party may conduct more than one audit (taking all Transaction Documents to which Producer is a\nparty together) of another Party during any Year (except that, if a Party is in default hereunder, additional audits may be conducted during the continuance of such default). If any such examination reveals any inaccuracy in any statement or charge,\nthe necessary adjustments in such statement or charge and the payments necessitated thereby shall be made within 60 Days of resolution of the inaccuracy. This provision of this Agreement will survive any termination of this Agreement for the later\nof (a) a period of 24 Months from the end of the Year in which the date of such termination occurred or (b) until a dispute initiated within the 24 Month period is finally resolved, in each case for the purpose of such statement and\npayment objections."} +{"idx": 63, "level": 3, "span": "(a)    Ordinary Course\nGatherer shall submit invoices to Producer on or before the 25th Day after the end of a Month (the\n“Invoice Month”). Each invoice shall be accompanied by supporting information for all amounts charged by such invoice. All amounts owed for Services provided during an Invoice Month shall be reflected on the applicable invoice for such\nInvoice Month; provided that to the extent any amount appearing on an invoice is in respect of an amount paid by Gatherer to a Third Party (collectively, the “Reimbursed Amount”) or the calculation of such amount is contingent on\ninformation provided by a Third Party (collectively, the “Conditional Amount”), such Reimbursed Amount and Conditional Amount, shall be reflected on an invoice within 90 Days after the end of the Month in which such Reimbursed Amount was\npaid by Gatherer."} +{"idx": 63, "level": 3, "span": "(b)    Other\nIf actual measurements of volumes of Dedicated Production are not available by\nthe date stated in Section 10.1(a), then the invoice submitted by the date stated in Section 10.1(a), may be prepared and submitted based on Gatherer’s good faith estimate of the volumes of Dedicated Production received in the\napplicable Invoice Month. If Gatherer submits an invoice based on estimated volumes, Gatherer shall prepare and submit to Producer an invoice based on actual measurements on or before the close of business of the 40th Day after the applicable\nInvoice Month, together with a reconciliation to the invoice submitted based on Gatherer’s estimate."} +{"idx": 63, "level": 3, "span": "(c)    Detail\nGatherer’s invoices and supporting information\nshall include information reasonably sufficient to explain and support any estimates and charges reflected therein, the reconciliation of any estimates made in a prior Month to the actual measurements for such Month, and any adjustments to prior\nperiod volumes and quantities."} +{"idx": 63, "level": 3, "span": "(d)    Monthly Loss/ Gain Report\nGatherer shall deliver to Producer, on or\nbefore the close of business of the 40th Day after the applicable Invoice Month a Monthly Loss/ Gain Report. If Gatherer elects, it may deliver such Monthly Loss/ Gain Report concurrently with the applicable invoice."} +{"idx": 63, "level": 3, "span": "(e)    One Invoice; Netting\nTo the extent that Gatherer and Producer are party to this Agreement and one or more\nother Transaction Documents, one invoice may be delivered in respect of all amounts owing under such Transaction Documents. The Parties shall net all undisputed amounts due and owing or past due and owing arising under the Transaction Documents to\nwhich Producer and Gatherer are parties such that the Party owing the greater amount shall make a single payment of the net amount to the other Party. To the extent possible, all fee adjustments set forth in Article 6 shall be accomplished by setoff\nor netting."} +{"idx": 63, "level": 3, "span": "(a)    Unless otherwise agreed by the Parties, all invoices under this Agreement shall be due and payable in accordance\nwith each invoice’s instructions on or before the later of the 30th Day of each Month and the 10th Day after receipt of the invoice or, if such Day is not a Business Day, then on the next\nBusiness Day. All payments by Producer under this Agreement shall be made by electronic funds transfer to the account designated by Gatherer. Any amounts not paid by the due date will be deemed delinquent and, will accrue interest at the Interest\nRate, such interest to be calculated from and including the due date but excluding the date the delinquent amount is paid in full."} +{"idx": 63, "level": 3, "span": "(b)    If Producer, in good faith, disputes the amount of any invoice of Gatherer, Producer will pay Gatherer such amount,\nif any, that is not in dispute and shall provide Gatherer notice, no later than 30 Days after the date that payment of such invoice would be due under Section 10.2(a), of the disputed amount accompanied by reasonable documentation to support\nProducer’s dispute. If Producer fails to provide notice of dispute within such 30-Day period, then Producer shall be deemed to have waived its right to dispute the applicable invoice, except for a dispute\nfollowing an audit conducted in accordance with Section 10.4. Following Gatherer’s receipt of such dispute notice, Producer and Gatherer shall endeavor in good faith to resolve such dispute, and if the Parties are unable to resolve such\ndispute within a reasonable time, such dispute may be resolved in accordance with Section 17.6 of this Agreement. Upon resolution of the dispute, any required payment shall be made within 15 Days after such resolution, and such amount shall be\npaid along with interest accrued at the Interest Rate from and including the due date but excluding the date paid."} +{"idx": 63, "level": 2, "span": "ARTICLE 11"} +{"idx": 63, "level": 2, "span": "REMEDIES\nSection 11.1 Suspension of Performance; Temporary Release from Dedication.\n(a)    Suspension by Gatherer as Remedy for Payment Default. If Producer fails to pay any invoice rendered under Article\n10, such failure is not due to a good faith dispute by Producer in accordance with Section 10.2(b), and such failure is not remedied within 15 Business Days after Producer’s receipt of written notice of such failure from Gatherer, Gatherer\nshall have the right, at its sole discretion, to suspend performance (including withholding any undisputed payments that are owed by Gatherer to Producer, and such withheld undisputed amounts shall not be subject to setoff under Section 10.1(d))\nunder this Agreement until such undisputed amount, including interest at the Interest Rate, is paid in full\n(b)    Additional Suspensions as Remedies. If Producer fails to perform or comply with any material warranty, covenant or\nobligation (other than as provided in Section 11.1(a) contained in this Agreement and such failure has not been remedied within 60 Days after Producer’s receipt of written notice from Gatherer of such failure, then Gatherer shall have the right\nto suspend performance under this Agreement.\n(c)    Specific Performance and Declaratory Judgments. Damages in the event\nof breach of this Agreement by a Party hereto may be difficult, if not impossible, to ascertain. Therefore, each Party, in addition to and without limiting any other remedy or right it may have, will have the right to seek a declaratory judgment and\nwill have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the Parties hereto hereby waives any and all\ndefenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any Party from pursuing any other rights and remedies at law\nor in equity that such Party may have.\nSection 11.2 No Election. In the event of a default by a Party under this\nAgreement, the other Party shall be entitled in its sole discretion to pursue one or more of the remedies set forth in this Agreement, or such other remedy as may be available to it under this Agreement, at Law or in equity, subject, however, to the\nlimitations set forth in Section 11.3 and Article 15. No election of remedies shall be required or implied as the result of a Party’s decision to avail itself of a remedy under this Agreement.\nSection 11.3 DIRECT DAMAGES. A PARTY’S DAMAGES RESULTING FROM A BREACH OR VIOLATION OF ANY REPRESENTATION, WARRANTY,\nCOVENANT, AGREEMENT OR CONDITION CONTAINED IN THIS AGREEMENT OR ANY ACT OR OMISSION ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL,\nCONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PRODUCTION, OR REVENUES, AND EACH PARTY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED, HOWEVER,\nTHAT THIS LIMITATION TO DIRECT DAMAGES SHALL NOT APPLY TO ANY DAMAGE, CLAIM, OR LOSS (A) RESULTING FROM THE DELIVERY BY PRODUCER OF PRODUCT NOT MEETING THE SPECIFICATIONS SET FORTH HEREIN, (B) ASSERTED BY OR AWARDED TO THIRD PARTIES\nAGAINST A PARTY AND FOR WHICH THE OTHER PARTY WOULD OTHERWISE BE RESPONSIBLE UNDER ARTICLE 15, OR (C) THAT PRODUCER WOULD OTHERWISE BE ENTITLED TO RECOVER UNDER SECTION 7.1(E)."} +{"idx": 63, "level": 3, "span": "(a)    Suspension by Gatherer as Remedy for Payment Default\nIf Producer fails to pay any invoice rendered under Article\n10, such failure is not due to a good faith dispute by Producer in accordance with Section 10.2(b), and such failure is not remedied within 15 Business Days after Producer’s receipt of written notice of such failure from Gatherer, Gatherer\nshall have the right, at its sole discretion, to suspend performance (including withholding any undisputed payments that are owed by Gatherer to Producer, and such withheld undisputed amounts shall not be subject to setoff under Section 10.1(d))\nunder this Agreement until such undisputed amount, including interest at the Interest Rate, is paid in full"} +{"idx": 63, "level": 3, "span": "(b)    Additional Suspensions as Remedies\nIf Producer fails to perform or comply with any material warranty, covenant or\nobligation (other than as provided in Section 11.1(a) contained in this Agreement and such failure has not been remedied within 60 Days after Producer’s receipt of written notice from Gatherer of such failure, then Gatherer shall have the right\nto suspend performance under this Agreement."} +{"idx": 63, "level": 3, "span": "(c)    Specific Performance and Declaratory Judgments\nDamages in the event\nof breach of this Agreement by a Party hereto may be difficult, if not impossible, to ascertain. Therefore, each Party, in addition to and without limiting any other remedy or right it may have, will have the right to seek a declaratory judgment and\nwill have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the Parties hereto hereby waives any and all\ndefenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any Party from pursuing any other rights and remedies at law\nor in equity that such Party may have."} +{"idx": 63, "level": 2, "span": "ARTICLE 12"} +{"idx": 63, "level": 2, "span": "FORCE\nMAJEURE\nSection 12.1 Force Majeure. If either Gatherer or Producer is rendered unable by an event of Force Majeure\nto carry out, in whole or part, its obligations under this Agreement and such Party gives notice (which notice may initially be delivered orally so long as written notice is delivered as soon as reasonably practicable thereafter) and reasonably full\ndetails of the event (including the nature, extent, effect, and likely duration of the event or circumstances constituting the Force Majeure event) to the other Party as soon as practicable after the occurrence of the event, then, during the\npendency of such\nForce Majeure, but only during that period, the obligations of the Party affected by the event shall be canceled or suspended, as applicable, to the extent required; provided,\nhowever, that notwithstanding anything in the foregoing to the contrary, no Party shall be relieved from any indemnification obligation or any obligation to make payments, as the result of Force Majeure, regardless of which Party is affected;\nprovided further that if the Force Majeure impacts only a particular Facility Segment or Individual System, then the suspension of obligations described in this sentence shall apply only to the applicable Facility Segment or Individual System\nand not to the obligations owing in connection with the rest of the System. The Party affected by Force Majeure shall use commercially reasonable efforts to remedy the Force Majeure condition with all reasonable dispatch, shall give notice to the\nother Party of the termination of the Force Majeure, and shall resume performance of any suspended obligation promptly after termination of such Force Majeure.\nSection 12.2 Extension Due to Force Majeure. If a Party is unable to meet any deadline set forth herein as a result of a\nForce Majeure, then provided that such Party complies with the provisions of Section 12.1, such deadline shall be extended for a period of time equal to the period of time during which such Party is delayed due to the Force Majeure."} +{"idx": 63, "level": 2, "span": "ARTICLE 13"} +{"idx": 63, "level": 2, "span": "CHANGE IN\nLAW; UNECONOMIC SERVICE\nSection 13.1 Changes in Applicable Law.\n(a)    If any new Laws are enacted or amended or any new interpretations in respect of previously existing Laws are issued\nafter the Effective Date that require Gatherer to make capital expenditures with respect to the System, then Gatherer may propose an increase to the applicable Individual Fee as may be necessary or appropriate to preserve and continue for the\nParties the rights and benefits originally contemplated for the Parties by this Agreement; provided, however, that no increase to the applicable Individual Fee pursuant to this Section 13.1 shall be applicable unless and until, Gatherer\nwould be required to make capital expenditures with respect to the System in order to comply with such new Law that materially and adversely affects the economics of the Services provided, fees received, or the other economic benefits of this\nAgreement for Gatherer.\n(b)    Producer shall accept or reject, in its sole discretion, Gatherer’s proposed\nincrease to the Individual Fee within 30 Days after receiving such proposal from Gatherer. If Producer fails to provide notice of such acceptance or rejection within such 30-Day period, then Producer shall be\ndeemed to have rejected such increase. If Producer rejects or is deemed to reject the amount of the proposed increase, then either Party may submit the determination of the proposed increase to binding arbitration in accordance with\nSection 17.6. The Parties will amend, update, or revise the applicable Agreement Addendum in accordance with this Agreement to reflect any changes in the applicable Individual Fees agreed to in accordance with this Section 13.1.\n(c)    Producer and Gatherer shall use their commercially reasonable efforts to comply with new and amended applicable\nLaws and new interpretations of existing Laws.\nSection 13.2 Unprofitable Operations and Rights of Termination.\n(a)    Existing Facilities. If (x) the gathering of Product from any Wells, Separator Facilities or Receipt Points,\n(y) the delivery of Product to any Delivery Points or (z) the provision of any other Service under this Agreement, is or becomes uneconomical due to its volume, quality, or for any other cause, then Gatherer shall not be obligated to\nprovide the applicable Services so long as such condition exists. If Gatherer validly suspends Services under this Section 13.2(a) as a result of Producer’s (A) negligence, willful misconduct, or breach of this Agreement, (B) delivery\nof Product that fails to meet the quality specifications required by Section 7.1, or (C) execution of a plan of development that deviates from the then-applicable Development Report, then Gatherer may resume providing such Services at any\ntime, upon two months’ advance written notice delivered to Producer, and the affected Wells, Separator Facilities, Receipt Points, Drilling Units. For purposes of this Section 13.2(a), the term “uneconomical” shall include,\nwith respect to the gathering of Product from any Well, Separator Facility, or Receipt Point, the delivery of Product to any Delivery Point, or the provision of any other Service under this Agreement, that the actual, direct operating and\nmaintenance expenses incurred by Gatherer with respect thereto during any rolling three month period, including expenses charged to Gatherer by third parties providing services for Gatherer, exceed the total revenues received by Gatherer for\nServices rendered with respect thereto during such period, as determined in accordance with generally accepted accounting principles.\n(b)    Election not to Expand System. If Gatherer determines, in its discretion, that an expansion of the Individual\nSystem to satisfy the needs of Producer, as described in Section 3.2, would be uneconomical, then Gatherer shall neither be obligated to undertake such expansion nor to provide the applicable Services. Producer shall be entitled to a release of\nthe applicable Planned Wells, Planned Separator Facilities and Dedicated Production pursuant to Section 2.4(a)(vi) immediately upon Gatherer’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would\nbe uneconomical pursuant Section 13.2(d).\n(c)    Start Date of Suspension of Services. Gatherer shall cause any\nsuspension of Services permitted by this Section 13.2 to commence on the first Day of a Month and not on any other Day.\n(d)    Supporting Documentation and Management Discussions. As soon as Gatherer determines that an expansion of the\nIndividual System will not be economic or that continuing to provide Services at existing facilities has been rendered uneconomic, Gatherer shall communicate the same in writing to Producer.\n(i)    With respect to existing facilities, such notice shall be delivered to Producer at least 180 Days in advance of any\nproposed curtailment under this Section 13.2 and such notice shall be accompanied by documentation supporting its claim that certain Services have become uneconomical. Commencing on the date on which such notice is delivered and continuing for\n180 Days, Gatherer shall participate in Meetings of Senior Management if so requested by Producer, so long as such Meetings of Senior Management are scheduled at mutually agreeable times and locations, in order to negotiate a transition of Services\nthat will not materially adversely affect Producer. Such discussions may include the following matters and such other matters aimed at ameliorating the detrimental effects of Gatherer ceasing to provide Services: (A) purchase by Producer from\nGatherer of the pipe, rights of way or other assets necessary for the types of services that otherwise would have been performed under this Agreement, (B) a\ncontinuation of the provision of Services hereunder by Gatherer for a period of time longer than the 180 Days required hereby in order to permit Producer sufficient time to take over operations\nor find an alternate midstream service provider and (C) adjustments to the Development Plan or rework certain Wells in order to address the concerns of Gatherer with respect to providing Services thereto. In no event shall Gatherer’s\nobligation to be available for Meetings of Senior Management create an obligation on Gatherer to continue providing services past the 180 Days required hereby, and Gatherer is under no obligation to agree to any amendments to this Agreement or\nmodifications to the Services provided in order to accommodate requests of Producer during such negotiations. However, both Parties have an obligation to negotiate in good faith during such discussions.\n(ii)    With respect to planned facilities, Gatherer shall indicate that providing Services to Planned Wells or Planned\nSeparator Facilities is uneconomical by failing to include the necessary expansion projects in the applicable System Plan and shall provide supporting documentation for its determination that such expansion would be uneconomical, if requested by\nProducer. If Gatherer delivers a System Plan (marked as “Final”) describing the necessary expansion projects, such delivery shall be deemed to be a commitment by Gatherer to complete such expansion without exercising its rights under\nSection 13.2(b), so long as conditions (including anticipated throughput, pricing, the ability to obtain rights-of-way, Producer’s continued execution of the\nDevelopment Report, and any other factors deemed material by Gatherer) do not materially change; provided, however that upon the initiation of Services through such expansion project or through a component part of such expansion project, such\nexpansion (or applicable portion thereof) shall be considered “existing facilities” for purposes of this Section 13.2 and Gatherer shall have all of the rights set forth herein with respect to existing facilities that become\nuneconomical. Nothing in this Section 13.2(d) shall give Producer a right to consent to a suspension under this Section 13.2.\n(e)    No Obligation to Drill or Operate. Without limiting the right of Producer to revise the Development Report to\neliminate any proposed Wells or Separator Facilities, nothing herein shall be construed to require Producer to drill or conduct any operations as to any Well, to continue to operate any Well, to place any new Separator Facility into service or to\nmaintain the operation of any Separator Facility that a prudent operator would not in like circumstances drill or continue to operate."} +{"idx": 63, "level": 3, "span": "(a)    If any new Laws are enacted or amended or any new interpretations in respect of previously existing Laws are issued\nafter the Effective Date that require Gatherer to make capital expenditures with respect to the System, then Gatherer may propose an increase to the applicable Individual Fee as may be necessary or appropriate to preserve and continue for the\nParties the rights and benefits originally contemplated for the Parties by this Agreement; provided, however, that no increase to the applicable Individual Fee pursuant to this Section 13.1 shall be applicable unless and until, Gatherer\nwould be required to make capital expenditures with respect to the System in order to comply with such new Law that materially and adversely affects the economics of the Services provided, fees received, or the other economic benefits of this\nAgreement for Gatherer."} +{"idx": 63, "level": 3, "span": "(b)    Producer shall accept or reject, in its sole discretion, Gatherer’s proposed\nincrease to the Individual Fee within 30 Days after receiving such proposal from Gatherer. If Producer fails to provide notice of such acceptance or rejection within such 30-Day period, then Producer shall be\ndeemed to have rejected such increase. If Producer rejects or is deemed to reject the amount of the proposed increase, then either Party may submit the determination of the proposed increase to binding arbitration in accordance with\nSection 17.6. The Parties will amend, update, or revise the applicable Agreement Addendum in accordance with this Agreement to reflect any changes in the applicable Individual Fees agreed to in accordance with this Section 13.1."} +{"idx": 63, "level": 3, "span": "(c)    Producer and Gatherer shall use their commercially reasonable efforts to comply with new and amended applicable\nLaws and new interpretations of existing Laws."} +{"idx": 63, "level": 3, "span": "(a)    Existing Facilities\nIf (x) the gathering of Product from any Wells, Separator Facilities or Receipt Points,\n(y) the delivery of Product to any Delivery Points or (z) the provision of any other Service under this Agreement, is or becomes uneconomical due to its volume, quality, or for any other cause, then Gatherer shall not be obligated to\nprovide the applicable Services so long as such condition exists. If Gatherer validly suspends Services under this Section 13.2(a) as a result of Producer’s (A) negligence, willful misconduct, or breach of this Agreement, (B) delivery\nof Product that fails to meet the quality specifications required by Section 7.1, or (C) execution of a plan of development that deviates from the then-applicable Development Report, then Gatherer may resume providing such Services at any\ntime, upon two months’ advance written notice delivered to Producer, and the affected Wells, Separator Facilities, Receipt Points, Drilling Units. For purposes of this Section 13.2(a), the term “uneconomical” shall include,\nwith respect to the gathering of Product from any Well, Separator Facility, or Receipt Point, the delivery of Product to any Delivery Point, or the provision of any other Service under this Agreement, that the actual, direct operating and\nmaintenance expenses incurred by Gatherer with respect thereto during any rolling three month period, including expenses charged to Gatherer by third parties providing services for Gatherer, exceed the total revenues received by Gatherer for\nServices rendered with respect thereto during such period, as determined in accordance with generally accepted accounting principles."} +{"idx": 63, "level": 3, "span": "(b)    Election not to Expand System\nIf Gatherer determines, in its discretion, that an expansion of the Individual\nSystem to satisfy the needs of Producer, as described in Section 3.2, would be uneconomical, then Gatherer shall neither be obligated to undertake such expansion nor to provide the applicable Services. Producer shall be entitled to a release of\nthe applicable Planned Wells, Planned Separator Facilities and Dedicated Production pursuant to Section 2.4(a)(vi) immediately upon Gatherer’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would\nbe uneconomical pursuant Section 13.2(d)."} +{"idx": 63, "level": 3, "span": "(c)    Start Date of Suspension of Services\nGatherer shall cause any\nsuspension of Services permitted by this Section 13.2 to commence on the first Day of a Month and not on any other Day."} +{"idx": 63, "level": 3, "span": "(d)    Supporting Documentation and Management Discussions\nAs soon as Gatherer determines that an expansion of the\nIndividual System will not be economic or that continuing to provide Services at existing facilities has been rendered uneconomic, Gatherer shall communicate the same in writing to Producer."} +{"idx": 63, "level": 4, "span": "(i)    With respect to existing facilities, such notice shall be delivered to Producer at least 180 Days in advance of any\nproposed curtailment under this Section 13.2 and such notice shall be accompanied by documentation supporting its claim that certain Services have become uneconomical. Commencing on the date on which such notice is delivered and continuing for\n180 Days, Gatherer shall participate in Meetings of Senior Management if so requested by Producer, so long as such Meetings of Senior Management are scheduled at mutually agreeable times and locations, in order to negotiate a transition of Services\nthat will not materially adversely affect Producer. Such discussions may include the following matters and such other matters aimed at ameliorating the detrimental effects of Gatherer ceasing to provide Services: (A) purchase by Producer from\nGatherer of the pipe, rights of way or other assets necessary for the types of services that otherwise would have been performed under this Agreement, (B) a"} +{"idx": 63, "level": 4, "span": "(ii)    With respect to planned facilities, Gatherer shall indicate that providing Services to Planned Wells or Planned\nSeparator Facilities is uneconomical by failing to include the necessary expansion projects in the applicable System Plan and shall provide supporting documentation for its determination that such expansion would be uneconomical, if requested by\nProducer. If Gatherer delivers a System Plan (marked as “Final”) describing the necessary expansion projects, such delivery shall be deemed to be a commitment by Gatherer to complete such expansion without exercising its rights under\nSection 13.2(b), so long as conditions (including anticipated throughput, pricing, the ability to obtain rights-of-way, Producer’s continued execution of the\nDevelopment Report, and any other factors deemed material by Gatherer) do not materially change; provided, however that upon the initiation of Services through such expansion project or through a component part of such expansion project, such\nexpansion (or applicable portion thereof) shall be considered “existing facilities” for purposes of this Section 13.2 and Gatherer shall have all of the rights set forth herein with respect to existing facilities that become\nuneconomical. Nothing in this Section 13.2(d) shall give Producer a right to consent to a suspension under this Section 13.2."} +{"idx": 63, "level": 3, "span": "(e)    No Obligation to Drill or Operate\nWithout limiting the right of Producer to revise the Development Report to\neliminate any proposed Wells or Separator Facilities, nothing herein shall be construed to require Producer to drill or conduct any operations as to any Well, to continue to operate any Well, to place any new Separator Facility into service or to\nmaintain the operation of any Separator Facility that a prudent operator would not in like circumstances drill or continue to operate."} +{"idx": 63, "level": 2, "span": "ARTICLE 14"} +{"idx": 63, "level": 2, "span": "REGULATORY\nSTATUS\nSection 14.1 Non-Jurisdictional System. This Agreement is subject to all valid present and future Laws of\nGovernmental Authorities now or hereafter having jurisdiction over the Parties, this Agreement, the Services performed, or the System. It is the intent of the Parties that no Governmental Authority shall alter any provisions in the Agreement in such\na way that would have the effect of altering the economic benefits of either Party, as originally contemplated under this Agreement. The Parties shall (a) vigorously defend and support in good faith the enforceability of this Agreement and the\ncontinuance, without alternation, of the Services in any and all proceedings before any Governmental Authority in which this Agreement is subject to review and (b) not initiate or support, either directly or indirectly, any challenge with any\nGovernmental Authorities to the rates provided\nherein or any other modification to this Agreement that would alter the economic benefits of a Party as originally contemplated under this Agreement; provided, however, nothing set\nforth herein shall restrict or prohibit Producer from contesting or challenging or disputing with the other Party as to the interpretation, breach, default or performance of this Agreement or any filings of tariffs or any amendments thereto with\nrespect to the System to the extent such tariffs are not substantively identical to the economic terms set forth herein. Notwithstanding the foregoing, Producer shall have the right to assert in the appropriate forum in response to any change or\nproposed change in any tariffs that such change is not in substantial accordance with the terms of this Agreement.\nSection 14.2\nGovernment Authority Modification. Notwithstanding the provisions of Section 14.1, if the rates are changed or required to be changed or any other modification to this Agreement that alters the economic benefits of a Party,\nas originally contemplated under this Agreement, in response to any order, regulation, or other mandate of a Governmental Authority, then no such change or modification shall constitute a breach or other default under the terms of this Agreement,\nand the Parties shall negotiate in good faith to enter into such amendments to this Agreement or a separate arrangement in order to give effect, to the greatest extent possible, the economic benefit as originally contemplated in this Agreement."} +{"idx": 63, "level": 2, "span": "ARTICLE 15"} +{"idx": 63, "level": 2, "span": "INDEMNIFICATION AND INSURANCE\nSection 15.1 Reciprocal Indemnity. To the fullest extent permitted by applicable Law and except as otherwise set forth in\nSection 7.3:\n(a)    Producer Indemnification. Producer shall release, protect, defend, indemnify and hold\nharmless Gatherer Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Producer or any member of Producer Group in any way arising out\nof or relating to this Agreement, directly or indirectly. THIS RELEASE, DEFENSE AND INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF FAULT OF GATHERER GROUP OR ANY OTHER PERSONS. (EXCEPT THAT IT SHALL NOT APPLY TO THE EXTENT THAT SUCH LOSSES ARE\nCAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GATHERER).\n(b)    Gatherer Indemnification. Gatherer shall\nrelease, protect, defend, indemnify and hold harmless Producer Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Gatherer or any\nmember of Gatherer Group in any way arising out of or relating to this Agreement, directly or indirectly. THIS RELEASE, DEFENSE AND INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF FAULT OF PRODUCER GROUP OR ANY OTHER PERSONS. (EXCEPT THAT IT SHALL\nNOT APPLY TO THE EXTENT THAT SUCH LOSSES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PRODUCER).\n(c)    Regardless of Fault. AS USED IN THE PRECEDING TWO SUBCLAUSES, THE PHRASE “REGARDLESS OF FAULT” SHALL\nMEAN, WITH RESPECT TO ANY LOSS THAT IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT,"} +{"idx": 63, "level": 2, "span": "CONCURRENT, COMPARATIVE, CONTRIBUTORY, ACTIVE, PASSIVE, OR OTHERWISE), STRICT LIABILITY, OR OTHER FAULT, OF ANY MEMBER OF GATHERER GROUP OR THE PRODUCER GROUP, WITHOUT REGARD TO THE CAUSE OR\nCAUSES THEREOF AND WITHOUT LIMITATION OF SUCH LOSS AND WHETHER OR NOT CAUSED BY A PRE-EXISTING CONDITION.\nSection 15.2 Indemnification Regarding Third Parties. Each Party shall release, protect, defend, indemnify and hold the\nother Party harmless against any Loss by a Third Party that is not a member of the Producer Group or Gatherer Group, to the extent such Loss (a) is caused by the negligence or willful misconduct of said indemnifying Party or such Party’s\nGroup, or (b) in the case of Producer as indemnifying Party, results from claims by a Third Party of title, rights, or encumbrances in or to Product delivered by Producer to a Receipt Point.\nSection 15.3 Penalties. Producer shall release, protect, defend, indemnify, and hold harmless Gatherer from any Losses resulting\nfrom penalties imposed by a Downstream Facility in any transportation contracts or service agreements associated with, or related to, Producer’s owned or Controlled Product, including any penalties imposed pursuant to the Downstream\nFacility’s tariff.\nSection 15.4 Insurance. Gatherer and Producer shall (a) carry and maintain no less than the\ninsurance coverage set forth in Exhibit B, and (b) cause such insurance to be (i) the primary coverage without any right of contribution from any other insurance held by the other Party to the extent of the insured Party’s\nindemnification obligations hereunder, and (ii) written and endorsed to include waivers of all subrogation rights of the insurers against Gatherer and its Group (in the case of Producer’s insurance) or Producer and its Group (in the case\nof Gatherer’s insurance). Producer shall also cause the insurance carried and maintained by it pursuant to this Section 15.4 to be endorsed to name Gatherer and its Group as additional insureds or provide blanket additional insured\nstatus that covers Gatherer and its Group as additional insureds, except in the case of worker’s compensation insurance."} +{"idx": 63, "level": 3, "span": "(a)    Producer Indemnification\nProducer shall release, protect, defend, indemnify and hold\nharmless Gatherer Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Producer or any member of Producer Group in any way arising out\nof or relating to this Agreement, directly or indirectly. THIS RELEASE, DEFENSE AND INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF FAULT OF GATHERER GROUP OR ANY OTHER PERSONS. (EXCEPT THAT IT SHALL NOT APPLY TO THE EXTENT THAT SUCH LOSSES ARE\nCAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GATHERER)."} +{"idx": 63, "level": 3, "span": "(b)    Gatherer Indemnification\nGatherer shall\nrelease, protect, defend, indemnify and hold harmless Producer Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Gatherer or any\nmember of Gatherer Group in any way arising out of or relating to this Agreement, directly or indirectly. THIS RELEASE, DEFENSE AND INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF FAULT OF PRODUCER GROUP OR ANY OTHER PERSONS. (EXCEPT THAT IT SHALL\nNOT APPLY TO THE EXTENT THAT SUCH LOSSES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PRODUCER)."} +{"idx": 63, "level": 3, "span": "(c)    Regardless of Fault\nAS USED IN THE PRECEDING TWO SUBCLAUSES, THE PHRASE “REGARDLESS OF FAULT” SHALL\nMEAN, WITH RESPECT TO ANY LOSS THAT IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT,"} +{"idx": 63, "level": 2, "span": "ARTICLE\n16"} +{"idx": 63, "level": 2, "span": "ASSIGNMENT\nSection 16.1 Assignment of Rights and Obligations under this Agreement.\n(a)    Assignment. Except as specifically otherwise provided in this Agreement, no Party shall have the right to assign\nits rights and obligations under this Agreement (in whole or in part) to another Person except with the prior consent of Gatherer (in the case of an assignment by Producer) or Producer (in the case of an assignment by Gatherer), which consent may be\nwithheld at such Party’s sole discretion. Notwithstanding the foregoing,\n(i)    Producer may assign its rights\nand obligations under this Agreement to any Person to whom Producer assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gatherer; provided\nthat (A) such Person assumes in writing the obligations of Producer under this Agreement insofar as it relates to the portion of the Dedicated Properties so assigned or transferred, such writing shall take the form of an Agreement Addendum,\nexecuted by Gatherer, Producer and the assignee (and others, if appropriate) and such writing shall be recorded in the real property\nrecords of the counties in which the Dedication Area is located, (B) such assignment is made subject to this Agreement, (C) if such assignment or transfer is made to an Affiliate of\nProducer, Producer shall not be released from any of its obligations under this Agreement, and (D) if such transfer or assignment is to a Person that is not an Affiliate of Producer, Producer shall be released from its obligations under this\nAgreement with respect to the Dedicated Properties so assigned or transferred; provided, further, that to the extent such Person is not an Affiliate of Producer, except for the Dedicated Properties assigned or transferred, this Agreement\nshall not bind any interests of such Person or its Affiliates in any oil and/or gas leases, mineral interests, and other similar interests owned by such Person as of or after the date of such assignment or transfer;\n(ii)    Gatherer may assign its rights and obligations under this Agreement to any Affiliate Entity insofar and only\ninsofar as this Agreement relates to the Dedicated Properties for which such Affiliate Entity will be providing Services (such Dedicated Properties, the “Affiliate Entity Dedicated Properties”); provided that in lieu of assigning a\nportion of this Agreement (in the manner set forth in this subclause (ii)), Producer and Affiliate Entity may enter into a separate gathering agreement applicable to the Affiliate Entity Dedicated Properties that is substantially similar to this\nAgreement and, with respect to the Dedicated Properties covered by such separate gathering agreement (and only with respect to such Dedicated Properties), this Agreement shall terminate and cease to control.\n(b)    Notice; Binding Effect. Within 30 Days prior to the date of execution of a permitted assignment by Producer,\nProducer shall give Gatherer notice of any assignment of this Agreement or Dedicated Properties. Gatherer shall give Producer written notice of any assignment of this Agreement within 30 Days after the date of execution of such permitted assignment.\nThis Agreement shall be binding upon and inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 16.1 shall be null\nand void ab initio.\n(c)    Releases not Assignments. Any release of any of the Dedicated Properties from the\nDedications pursuant to Section 2.4 shall not constitute an assignment or transfer of such Dedicated Properties for the purposes of this Article 16.\nSection 16.2 Pre-Approved Assignments. Each Party shall have the right without the prior consent of the other Party to\n(a) mortgage, pledge, encumber or otherwise impress a lien or security interest upon its rights and interest in and to this Agreement, and (b) make a transfer pursuant to any security interest arrangement described in (a) above,\nincluding any judicial or non-judicial foreclosure and any assignment from the holder of such security interest to another Person.\nSection 16.3 Change of Control. Except as provided in Section 16.1, nothing in this Article 16 shall prevent Producer’s\nmembers or owners from transferring their respective interests (whether equity or otherwise and whether in whole or in part) in Producer and nothing in this Article 16 shall prevent Gatherer’s members or owners from transferring their\nrespective interests (whether equity or otherwise and whether in whole or in part) in Gatherer. However, if a change of control of a Party gives rise to a reasonable basis for insecurity on the part of the other Party, such change of control may be\nthe basis for a request of Adequate Assurance of Performance. Each member or owner of Producer\nor Gatherer, as applicable, shall have the right to assign and transfer such member’s or owner’s interests (whether equity or otherwise and whether in whole or in part) in Producer or\nGatherer, as applicable, without restriction contained in this Agreement."} +{"idx": 63, "level": 3, "span": "(a)    Assignment\nExcept as specifically otherwise provided in this Agreement, no Party shall have the right to assign\nits rights and obligations under this Agreement (in whole or in part) to another Person except with the prior consent of Gatherer (in the case of an assignment by Producer) or Producer (in the case of an assignment by Gatherer), which consent may be\nwithheld at such Party’s sole discretion. Notwithstanding the foregoing,"} +{"idx": 63, "level": 4, "span": "(i)    Producer may assign its rights\nand obligations under this Agreement to any Person to whom Producer assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gatherer; provided\nthat (A) such Person assumes in writing the obligations of Producer under this Agreement insofar as it relates to the portion of the Dedicated Properties so assigned or transferred, such writing shall take the form of an Agreement Addendum,\nexecuted by Gatherer, Producer and the assignee (and others, if appropriate) and such writing shall be recorded in the real property"} +{"idx": 63, "level": 4, "span": "(ii)    Gatherer may assign its rights and obligations under this Agreement to any Affiliate Entity insofar and only\ninsofar as this Agreement relates to the Dedicated Properties for which such Affiliate Entity will be providing Services (such Dedicated Properties, the “Affiliate Entity Dedicated Properties”); provided that in lieu of assigning a\nportion of this Agreement (in the manner set forth in this subclause (ii)), Producer and Affiliate Entity may enter into a separate gathering agreement applicable to the Affiliate Entity Dedicated Properties that is substantially similar to this\nAgreement and, with respect to the Dedicated Properties covered by such separate gathering agreement (and only with respect to such Dedicated Properties), this Agreement shall terminate and cease to control."} +{"idx": 63, "level": 3, "span": "(b)    Notice; Binding Effect\nWithin 30 Days prior to the date of execution of a permitted assignment by Producer,\nProducer shall give Gatherer notice of any assignment of this Agreement or Dedicated Properties. Gatherer shall give Producer written notice of any assignment of this Agreement within 30 Days after the date of execution of such permitted assignment.\nThis Agreement shall be binding upon and inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 16.1 shall be null\nand void ab initio."} +{"idx": 63, "level": 3, "span": "(c)    Releases not Assignments\nAny release of any of the Dedicated Properties from the\nDedications pursuant to Section 2.4 shall not constitute an assignment or transfer of such Dedicated Properties for the purposes of this Article 16."} +{"idx": 63, "level": 2, "span": "ARTICLE 17"} +{"idx": 63, "level": 2, "span": "OTHER PROVISIONS\nSection 17.1 Relationship of the Parties. The execution and delivery of this Agreement and any Agreement Addendum shall\ncreate a binding agreement between the Parties signatory thereto consisting of the terms set forth in such Agreement and Addendum. This Agreement shall not be deemed or construed to create, a partnership, joint venture or association or a trust\nbetween Producer and Gatherer. This Agreement shall not be deemed or construed to authorize any Party to act as an agent, servant or employee for any other Party for any purpose whatsoever except as explicitly set forth in this Agreement. In their\nrelations with each other under this Agreement, the Parties shall not be considered fiduciaries.\nSection 17.2 Notices. Unless\notherwise specified in the applicable provision, all notices, consents, approvals, requests, and other communications required or permitted to be given under this Agreement shall be in writing and delivered personally, or sent by bonded overnight\ncourier, mailed by U.S. Express Mail or by certified or registered United States Mail with all postage fully prepaid, return receipt requested, or, except in the case of notices of breach or default, sent by electronic mail (including with a PDF of\nthe notice or other communication attached), in each case, addressed (i) if to Producer, at the address set forth on the applicable Agreement Addendum and (ii) if to Gatherer, at the address set forth on the signature page; provided\nthat in the case of any notice by electronic mail, such notice is confirmed by communication via another method permitted by this Section 17.2. Any notice, consent, approval, request, or other communication (“Communications”) given in\naccordance herewith shall be deemed to have been given when (a) actually received or rejected by the addressee in person or by courier, (b) (reserved), or (c) actually received or rejected by the addressee upon delivery by overnight\ncourier or United States Mail, as shown in the tracking report or return receipt, as applicable. Communications may not be transmitted by electronic mail, except for ordinary course business communications that shall be deemed to be received, if\ntransmitted during normal business hours on such Business Day, or if transmitted after normal business hours, on the next Business Day. Any Person may change their contact information for notice by giving notice to the other Party in the manner\nprovided in this Section 17.2.\nSection 17.3 Entire Agreement; Conflicts. This Agreement (including the applicable\nAgreement Addendum and Exhibits) constitutes the entire agreement of Producer and Gatherer pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of\nProducer and Gatherer pertaining to the subject matter hereof. There are no warranties, representations, or other valid and subsisting agreements between Producer and Gatherer relating to the subject matter hereof except as specifically set forth in\nthis Agreement, including the exhibits hereto, and no Party shall be bound by or liable for any alleged representation, promise, inducement, or statements of intention not so set forth.\nSection 17.4 Waivers; Rights Cumulative. Any of the terms, covenants, or conditions\nhereof may be waived only by a written instrument executed by or on behalf of the Person waiving compliance. No course of dealing on the part of any Party, or their respective officers, employees, agents, or representatives, nor any failure by a\nParty to exercise any of its rights under this Agreement shall operate as a waiver thereof or affect in any way the right of such Party at a later time to enforce the performance of such provision. No waiver by any Party of any condition, or any\nbreach of any term or covenant contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any\nother term or covenant. The rights of Producer and Gatherer under this Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not preclude the exercise of any other right.\nSection 17.5 Amendment. This Agreement may be amended only by an instrument in writing executed (except as otherwise set forth in\nthis Section 17.5) by Producer and Gatherer and expressly identified as an amendment or modification.\nSection 17.6\nGoverning Law; Venue. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, UNITED STATES OF AMERICA, EXCEPT THAT ANY PROVISION OF THE LAWS OF THE STATE OF TEXAS THAT WOULD REQUIRE THE\nAPPLICATION OF THE LAWS OF ANOTHER JURISDICTION SHALL NOT APPLY. HOUSTON, HARRIS COUNTY, TEXAS, SHALL BE THE SOLE AND EXCLUSIVE VENUE FOR RESOLUTION OF ANY DISPUTE ARISING UNDER THIS AGREEMENT. THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS\nATTORNEYS’ FEES AND EXPERT EXPENSES FROM THE NON-PREVAILING PARTY. EACH PARTY EXPRESSLY WAIVES ANY RIGHTS UNDER APPLICABLE LAW TO TRIAL BY JURY."} +{"idx": 63, "level": 1, "span": "EXHIBIT A"} +{"idx": 63, "level": 2, "span": "TO CRUDE OIL GATHERING"} +{"idx": 63, "level": 1, "span": "AGREEMENT\nDescription of\nDedication Area\n•Section 20, Block 54, Township 1 South, T&P RR, Loving County, Texas\n•East 240 acres of Section 24, Block 54, Township 1 South, T&P RR, Loving County, Texas\n•Section 26, Block 54, Township 1 South, T&P RR, Loving County, Texas\n•Section 32, Block 54, Township 1 South, T&P RR, Loving County, Texas\n•East  1⁄2 of Section 42, Block 54, Township 1 South, T&P RR, Loving County, Texas"} +{"idx": 63, "level": 2, "span": "A-1"} +{"idx": 63, "level": 1, "span": "EXHIBIT B"} +{"idx": 63, "level": 2, "span": "INSURANCE\nGatherer and Producer shall\npurchase and maintain in full force and effect at all times during the Term of this Agreement, at such Party’s sole cost and expense and from insurance companies that are rated (or whose reinsurers are rated)\n“A-VII” or better by AM Best or “BBB-” or better by Standard & Poor’s or an equivalent rating from another recognized rating agency,\npolicies providing the types and limits of insurance indicated below, which insurance shall be regarded as a minimum and, to the extent of the obligations undertaken by such Party in this Agreement, shall be primary (with the exception of the Excess\nLiability Insurance and Workers’ Compensation) as to any other existing, valid, and collectable insurance. Each Party’s deductibles shall be borne by that Party."} +{"idx": 63, "level": 4, "span": "A.\nWhere applicable, Workers’ Compensation and Employers’ Liability Insurance, in accordance with the statutory requirements of the State of Texas, and endorsed specifically to include the following:\n1.Employers’ Liability, subject to a limit of liability of not less than $1,000,000 per accident, $1,000,000 for each employee/disease, and a $1,000,000 policy limit.\nThe Workers’ Compensation and Employers’ Liability Insurance policy(ies) shall contain an alternate employer endorsement."} +{"idx": 63, "level": 4, "span": "B.\nCommercial General Liability Insurance, with limits of liability of not less than the following:\n$2,000,000 general aggregate\n$1,000,000 each occurrence, Bodily Injury or Property Damage Combined Single Limit\nSuch insurance shall include the following:\n1.Premises and Operations coverage.\n2.Contractual Liability covering the liabilities assumed under this Agreement.\n3.Broad Form Property Damage Liability endorsement, unless policy is written on November 1988 or later ISO form.\n4.Products and Completed Operations.\n5.Time Element Limited Pollution coverage."} +{"idx": 63, "level": 4, "span": "C.\nIf applicable, Automobile Liability Insurance, with limits of liability of not less than the following:\n$1,000,000 Bodily Injury or Property Damage Combined Single Limit, for each occurrence.\nSuch coverage shall include hired and non-owned vehicles and owned vehicles where applicable."} +{"idx": 63, "level": 4, "span": "B-1"} +{"idx": 63, "level": 4, "span": "D.\nExcess Liability Insurance, with limits of liability not less than the following:\nLimits of\nLiability - $10,000,000 Occurrence/Aggregate for Bodily Injury and Property Damage in excess of the coverage outlined in Paragraphs A, B, and C.\nThe\nlimits of coverage required in this Agreement may be met with any combination of policies as long as the minimum required limits are met.\nEach Party to\nthis Agreement shall have the right to acquire, at its own expense, such additional insurance coverage as it desires to further protect itself against any risk or liability with respect to this Agreement and operations and activities under this\nAgreement or related thereto. All insurance maintained by or on behalf of Producer or Gatherer shall contain a waiver by the insurance company of all rights of subrogation in favor of the other Party.\nNeither the minimum policy limits of insurance required of the Parties nor the actual amounts of insurance maintained by the Parties under their insurance\nprogram shall operate to modify the Parties’ liability or indemnity obligations in this Agreement.\nA Party may self-insure the requirements in this\nExhibit B, if such Party or its parent is considered investment grade (S&P BBB- or equivalent or higher)."} +{"idx": 63, "level": 5, "span": "(End of Exhibit B)"} +{"idx": 63, "level": 4, "span": "B-2"} +{"idx": 63, "level": 1, "span": "EXHIBIT C"} +{"idx": 63, "level": 2, "span": "INDIVIDUAL FEE; THRESHOLD"} +{"idx": 63, "level": 2, "span": "AMOUNT\n[Provided Separately]"} +{"idx": 63, "level": 4, "span": "C-1"} diff --git a/data/auto_parse/level_freeze/frozen/idx_64.jsonl b/data/auto_parse/level_freeze/frozen/idx_64.jsonl new file mode 100644 index 0000000..d052b93 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_64.jsonl @@ -0,0 +1,59 @@ +{"idx": 64, "level": 1, "span": "2017 AFI PSU CASH | EBITDA"} +{"idx": 64, "level": 1, "span": "(Non-US China)"} +{"idx": 64, "level": 1, "span": "ARMSTRONG FLOORING, INC.\n2500 Columbia Ave., P.O. Box 3025\nLancaster, PA 17604\n717.672.9611"} +{"idx": 64, "level": 1, "span": "EXHIBIT B"} +{"idx": 64, "level": 2, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 64, "level": 2, "span": "2016 LONG-TERM INCENTIVE PLAN"} +{"idx": 64, "level": 2, "span": "PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT"} +{"idx": 64, "level": 0, "span": "TERMS AND CONDITIONS\n1.Grant.\n(a)    Subject to the terms set forth below, Armstrong Flooring, Inc. (the “Company”) has granted to the designated employee (the “Grantee”) two target awards (the “Target Award”) of performance-based restricted stock units (the “Performance Units”) as specified in the 2017 Long-Term Performance Restricted Stock Unit Grant Letters to which these Grant Conditions relate (the “Grant Letters”). The “Date of Grant” is March 7, 2017. The Performance Units are Stock Units that relate to common stock of the Company (“Company Stock”) and entitle the Grantee to receive a cash bonus payment from the Grantee’s employer subject to the terms set forth below.\n(b)    The Performance Units shall be earned, vested and payable if and to the extent that the Cumulative Free Cash Flow and Cumulative EBITDA performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met. The “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019.\n(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters. This grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan.\n2.    Performance Goals; Vesting.\n(a)    The Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through December 31, 2019 (the “Vesting Date”). The Performance Goals shall be earned based on attainment of the Performance Goals and shall vest based on the Grantee’s continued employment through the Vesting Date, or as otherwise provided below.\n(b)    After the end of the Performance Period, the Management Development and Compensation Committee (the “Committee”) will determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units. The Grantee can earn up to 200% of the Target Award based on\nattainment of the Performance Goals, as set forth in the Grant Letters. Earned and vested Performance Units shall be payable as described in Section 5.\n(c)    If a Change in Control occurs, the amount earned with respect to the Performance Units shall be determined as of the date of the Change in Control as described in the Grant Letters. The earned Performance Units shall continue to vest based on the Grantee’s continued employment through the Vesting Date, except as otherwise provided herein. Earned and vested Performance Units shall be payable as described in Section 5. Notwithstanding the foregoing, if the Performance Units are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Units shall vest as of the date of the Change in Control, and such earned and vested Performance Units shall be paid as of the date of the Change in Control if the Change in Control is a 409A CIC (as defined below) and if permitted by the plan termination provisions of the regulations under section 409A of the Code. If payment at the date of the Change in Control is not permitted under section 409A, the earned and vested Performance Units shall be payable as described in Section 5.\n(d)    Except as described below, no Performance Units shall be earned prior to the Committee’s determination of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Units shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination.\n3.    Termination of Employment.\n(a)    General Rule. Except as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Units shall be forfeited as of the termination date and shall cease to be outstanding.\n(b)    “55 / 5” Rule Termination. If, after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of a “55 / 5” Rule Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period; provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(c)    Involuntary Termination before a Change in Control. If, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date,\nthe Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period, provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(d)    Death or Long-Term Disability Before a Change in Control. If, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(e)    Involuntary Termination, Death and Disability on or after a Change in Control. If the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Units earned as of the Change in Control date as described in the Grant Letters.\n(f)    Coordination of Provisions. If the Grantee terminates employment in a termination that is both a “‘55 / 5’ Rule Termination” and an Involuntary Termination, the termination shall be treated as an Involuntary Termination for purposes of the Grant Condition and Grant Letters.\n4.    Definitions. For purposes of these Grant Conditions and the Grant Letters:\n(a)    “‘55 / 5’ Rule Termination” shall mean the Grantee’s termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer.\n(b)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer.\n(c)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause.\n(d)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan.\n5.    Payment.\n(a)    Except as provided below, after the end of the Performance Period, if the Committee certifies that the Performance Goals and other conditions to payment of the Performance Units have been met, the Company shall cause the Grantee’s employer to make a cash payment to the Grantee, payable in local currency, equal to the Fair Market Value of the shares of Company Stock underlying the earned and vested Performance Units, subject to applicable withholding for Taxes (as defined below) and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan. The Fair Market Value of the shares shall be determined as of the date immediately before the payment date. The cash payment for earned and vested Performance Units shall be made between April 1, 2020 and April 30, 2020, except as provided below. All unpaid Performance Units shall be forfeited in the event of termination for Cause.\n(b)    If the Grantee’s employment terminates for any reason other than Cause upon or within two years after a Change in Control that meets the requirements of a 409A CIC, the Company shall cause the Grantee’s employer to make a cash payment to the Grantee, payable in local currency, equal to the Fair Market Value of the shares of Company Stock underlying the earned and vested Performance Units within 60 days after the termination date, subject to applicable withholding for Taxes and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan. The Fair Market Value of the shares shall be determined as of the date immediately before the payment date. If a Change in Control does not meet the requirements of a 409A CIC, the Grantee’s earned and vested Performance Units shall be paid at the date described in subsection (a).\n6.    Dividend Equivalents. Dividend Equivalents shall accrue with respect to Performance Units and shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Units to which they relate. Dividend Equivalents shall be credited on the Performance Units when dividends are declared on shares of Company Stock from the Date of Grant until the payment date for the vested\nPerformance Units. The Company will keep records of Dividend Equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Vested Dividend Equivalents shall be paid in cash at the same time and subject to the same terms as the underlying vested Performance Units. If and to the extent that the underlying Performance Units are forfeited, all related Dividend Equivalents shall also be forfeited.\n7.    No Stockholder Rights. No shares of Company Stock shall be issued to the Grantee with respect to the Performance Units, and the Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Performance Units.\n8.    No Right to Continued Employment. The grant of Performance Units shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time.\n9.    Incorporation of Plan by Reference. The Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Units constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Units shall be final and binding on the Grantee and any other person claiming an interest in the Performance Units.\n10.    Withholding Taxes.\n(a)    The Employer shall have the right, and the Grantee hereby authorizes the Employer, to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes, social insurance, payroll tax, contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the Performance Units (the “Taxes”).\n(b)    Regardless of any action the Employer takes with respect to any such Taxes, the Grantee acknowledges that the ultimate liability for all such Taxes legally due by the Grantee is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Employer. The Grantee further acknowledges that the Employer (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Performance Units, including the grant, vesting or settlement of the Performance Units and the receipt of any Dividend Equivalents; and (ii) does not commit to structure the terms of the grant or any aspect of the Performance Units to reduce or eliminate the Grantee’s liability for Taxes. Further, if the Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Grantee acknowledges that the Employer (or the Grantee’s\nformer employer, as applicable) may be required to collect, withhold or account for Taxes in more than one jurisdiction.\n11.    Company Policies. All amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time.\n12.    Assignment. The Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Units, except to a successor grantee in the event of the Grantee’s death.\n13.    Section 409A. The Grant Letters and these Grant Conditions are intended to comply with section 409A of the Code or an exemption, consistent with Section 20(h) of the Plan, including the six-month delay for specified employees in accordance with the requirements of section 409A of the Code, if applicable. In furtherance of the foregoing, if the Performance Units or related Dividend Equivalents constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Units and related Dividend Equivalents shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder.\n14.    Successors. The provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event.\n15.    Governing Law. The validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle.\n16.    No Entitlement or Claims for Compensation. In connection with the acceptance of the grant of the Performance Units under the Grant Letters and these Grant Conditions, the Grantee acknowledges the following:\n(a)    the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time;\n(b)    the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past;\n(c)    all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee;\n(d)    the Grantee is voluntarily participating in the Plan;\n(e)    the Performance Units and any payments thereunder are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee’s employer) and which are outside the scope of the Grantee’s employment contract, if any;\n(f)    the Performance Units and any payments thereunder are not to be considered part of the Grantee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;\n(g)    the Performance Units and any payments thereunder are not intended to replace any pension rights or compensation;\n(h)    the grant of Performance Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer;\n(i)    the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the Performance Units; and\n(j)    the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee’s cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee’s employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee’s ceasing to have rights under or be entitled to receive payment under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee shall be deemed to have irrevocably waived the Grantee’s entitlement to pursue such rights or claim.\n17.    Data Privacy.\n(a)    The Grantee hereby explicitly, willingly and unambiguously consents to the collection, systematization, accumulation, storage, blocking, destruction, use, disclosure and transfer, in electronic or other form, of the Grantee’s personal data as described in these Grant Conditions by and among, as applicable, the Grantee’s employer, the Company or its subsidiaries or affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.\n(b)    The Grantee understands that the Grantee’s employer, the Company or its subsidiaries or affiliates, as applicable, hold certain personal information and sensitive personal information about the Grantee regarding the Grantee’s employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its subsidiaries or affiliates and details of all awards in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”).\n(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative. "} +{"idx": 64, "level": 4, "span": "* * *"} +{"idx": 64, "level": 4, "span": "(a)    Subject to the terms set forth below, Armstrong Flooring, Inc\n(the “Company”) has granted to the designated employee (the “Grantee”) two target awards (the “Target Award”) of performance-based restricted stock units (the “Performance Units”) as specified in the 2017 Long-Term Performance Restricted Stock Unit Grant Letters to which these Grant Conditions relate (the “Grant Letters”). The “Date of Grant” is March 7, 2017. The Performance Units are Stock Units that relate to common stock of the Company (“Company Stock”) and entitle the Grantee to receive a cash bonus payment from the Grantee’s employer subject to the terms set forth below."} +{"idx": 64, "level": 4, "span": "(b)    The Performance Units shall be earned, vested and payable if and to the extent that the Cumulative Free Cash Flow and Cumulative EBITDA performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met\nThe “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019."} +{"idx": 64, "level": 4, "span": "(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters\nThis grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan."} +{"idx": 64, "level": 3, "span": "2.    Performance Goals; Vesting."} +{"idx": 64, "level": 4, "span": "(a)    The Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through December 31, 2019 (the “Vesting Date”)\nThe Performance Goals shall be earned based on attainment of the Performance Goals and shall vest based on the Grantee’s continued employment through the Vesting Date, or as otherwise provided below."} +{"idx": 64, "level": 4, "span": "(b)    After the end of the Performance Period, the Management Development and Compensation Committee (the “Committee”) will determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units\nThe Grantee can earn up to 200% of the Target Award based on"} +{"idx": 64, "level": 4, "span": "(c)    If a Change in Control occurs, the amount earned with respect to the Performance Units shall be determined as of the date of the Change in Control as described in the Grant Letters\nThe earned Performance Units shall continue to vest based on the Grantee’s continued employment through the Vesting Date, except as otherwise provided herein. Earned and vested Performance Units shall be payable as described in Section 5. Notwithstanding the foregoing, if the Performance Units are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Units shall vest as of the date of the Change in Control, and such earned and vested Performance Units shall be paid as of the date of the Change in Control if the Change in Control is a 409A CIC (as defined below) and if permitted by the plan termination provisions of the regulations under section 409A of the Code. If payment at the date of the Change in Control is not permitted under section 409A, the earned and vested Performance Units shall be payable as described in Section 5."} +{"idx": 64, "level": 4, "span": "(d)    Except as described below, no Performance Units shall be earned prior to the Committee’s determination of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Units shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination."} +{"idx": 64, "level": 3, "span": "3.    Termination of Employment."} +{"idx": 64, "level": 4, "span": "(a)    General Rule\nExcept as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Units shall be forfeited as of the termination date and shall cease to be outstanding."} +{"idx": 64, "level": 4, "span": "(b)    “55 / 5” Rule Termination\nIf, after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of a “55 / 5” Rule Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period; provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5."} +{"idx": 64, "level": 4, "span": "(c)    Involuntary Termination before a Change in Control\nIf, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date,"} +{"idx": 64, "level": 4, "span": "(d)    Death or Long-Term Disability Before a Change in Control\nIf, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5."} +{"idx": 64, "level": 4, "span": "(e)    Involuntary Termination, Death and Disability on or after a Change in Control\nIf the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Units earned as of the Change in Control date as described in the Grant Letters."} +{"idx": 64, "level": 4, "span": "(f)    Coordination of Provisions\nIf the Grantee terminates employment in a termination that is both a “‘55 / 5’ Rule Termination” and an Involuntary Termination, the termination shall be treated as an Involuntary Termination for purposes of the Grant Condition and Grant Letters."} +{"idx": 64, "level": 3, "span": "4.    Definitions\nFor purposes of these Grant Conditions and the Grant Letters:"} +{"idx": 64, "level": 4, "span": "(a)    “‘55 / 5’ Rule Termination” shall mean the Grantee’s termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer."} +{"idx": 64, "level": 4, "span": "(b)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer."} +{"idx": 64, "level": 4, "span": "(c)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause."} +{"idx": 64, "level": 4, "span": "(d)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan."} +{"idx": 64, "level": 3, "span": "5.    Payment."} +{"idx": 64, "level": 4, "span": "(a)    Except as provided below, after the end of the Performance Period, if the Committee certifies that the Performance Goals and other conditions to payment of the Performance Units have been met, the Company shall cause the Grantee’s employer to make a cash payment to the Grantee, payable in local currency, equal to the Fair Market Value of the shares of Company Stock underlying the earned and vested Performance Units, subject to applicable withholding for Taxes (as defined below) and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan\nThe Fair Market Value of the shares shall be determined as of the date immediately before the payment date. The cash payment for earned and vested Performance Units shall be made between April 1, 2020 and April 30, 2020, except as provided below. All unpaid Performance Units shall be forfeited in the event of termination for Cause."} +{"idx": 64, "level": 4, "span": "(b)    If the Grantee’s employment terminates for any reason other than Cause upon or within two years after a Change in Control that meets the requirements of a 409A CIC, the Company shall cause the Grantee’s employer to make a cash payment to the Grantee, payable in local currency, equal to the Fair Market Value of the shares of Company Stock underlying the earned and vested Performance Units within 60 days after the termination date, subject to applicable withholding for Taxes and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan\nThe Fair Market Value of the shares shall be determined as of the date immediately before the payment date. If a Change in Control does not meet the requirements of a 409A CIC, the Grantee’s earned and vested Performance Units shall be paid at the date described in subsection (a)."} +{"idx": 64, "level": 3, "span": "6.    Dividend Equivalents\nDividend Equivalents shall accrue with respect to Performance Units and shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Units to which they relate. Dividend Equivalents shall be credited on the Performance Units when dividends are declared on shares of Company Stock from the Date of Grant until the payment date for the vested"} +{"idx": 64, "level": 3, "span": "7.    No Stockholder Rights\nNo shares of Company Stock shall be issued to the Grantee with respect to the Performance Units, and the Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Performance Units."} +{"idx": 64, "level": 3, "span": "8.    No Right to Continued Employment\nThe grant of Performance Units shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time."} +{"idx": 64, "level": 3, "span": "9.    Incorporation of Plan by Reference\nThe Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Units constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Units shall be final and binding on the Grantee and any other person claiming an interest in the Performance Units."} +{"idx": 64, "level": 3, "span": "10.    Withholding Taxes."} +{"idx": 64, "level": 4, "span": "(a)    The Employer shall have the right, and the Grantee hereby authorizes the Employer, to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes, social insurance, payroll tax, contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the Performance Units (the “Taxes”)."} +{"idx": 64, "level": 4, "span": "(b)    Regardless of any action the Employer takes with respect to any such Taxes, the Grantee acknowledges that the ultimate liability for all such Taxes legally due by the Grantee is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Employer\nThe Grantee further acknowledges that the Employer (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Performance Units, including the grant, vesting or settlement of the Performance Units and the receipt of any Dividend Equivalents; and (ii) does not commit to structure the terms of the grant or any aspect of the Performance Units to reduce or eliminate the Grantee’s liability for Taxes. Further, if the Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Grantee acknowledges that the Employer (or the Grantee’s"} +{"idx": 64, "level": 3, "span": "11.    Company Policies\nAll amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time."} +{"idx": 64, "level": 3, "span": "12.    Assignment\nThe Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Units, except to a successor grantee in the event of the Grantee’s death."} +{"idx": 64, "level": 3, "span": "13.    Section 409A\nThe Grant Letters and these Grant Conditions are intended to comply with section 409A of the Code or an exemption, consistent with Section 20(h) of the Plan, including the six-month delay for specified employees in accordance with the requirements of section 409A of the Code, if applicable. In furtherance of the foregoing, if the Performance Units or related Dividend Equivalents constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Units and related Dividend Equivalents shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder."} +{"idx": 64, "level": 3, "span": "14.    Successors\nThe provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event."} +{"idx": 64, "level": 3, "span": "15.    Governing Law\nThe validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle."} +{"idx": 64, "level": 3, "span": "16.    No Entitlement or Claims for Compensation\nIn connection with the acceptance of the grant of the Performance Units under the Grant Letters and these Grant Conditions, the Grantee acknowledges the following:"} +{"idx": 64, "level": 4, "span": "(a)    the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time;"} +{"idx": 64, "level": 4, "span": "(b)    the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past;"} +{"idx": 64, "level": 4, "span": "(c)    all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee;"} +{"idx": 64, "level": 4, "span": "(d)    the Grantee is voluntarily participating in the Plan;"} +{"idx": 64, "level": 4, "span": "(e)    the Performance Units and any payments thereunder are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee’s employer) and which are outside the scope of the Grantee’s employment contract, if any;"} +{"idx": 64, "level": 4, "span": "(f)    the Performance Units and any payments thereunder are not to be considered part of the Grantee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;"} +{"idx": 64, "level": 4, "span": "(g)    the Performance Units and any payments thereunder are not intended to replace any pension rights or compensation;"} +{"idx": 64, "level": 4, "span": "(h)    the grant of Performance Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer;"} +{"idx": 64, "level": 5, "span": "(i)    the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty\nThe Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the Performance Units; and"} +{"idx": 64, "level": 4, "span": "(j)    the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee’s cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee’s employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee’s ceasing to have rights under or be entitled to receive payment under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise\nIf, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee shall be deemed to have irrevocably waived the Grantee’s entitlement to pursue such rights or claim."} +{"idx": 64, "level": 3, "span": "17.    Data Privacy."} +{"idx": 64, "level": 4, "span": "(a)    The Grantee hereby explicitly, willingly and unambiguously consents to the collection, systematization, accumulation, storage, blocking, destruction, use, disclosure and transfer, in electronic or other form, of the Grantee’s personal data as described in these Grant Conditions by and among, as applicable, the Grantee’s employer, the Company or its subsidiaries or affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan."} +{"idx": 64, "level": 4, "span": "(b)    The Grantee understands that the Grantee’s employer, the Company or its subsidiaries or affiliates, as applicable, hold certain personal information and sensitive personal information about the Grantee regarding the Grantee’s employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its subsidiaries or affiliates and details of all awards in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”)."} +{"idx": 64, "level": 4, "span": "(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country\nThe Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative."} diff --git a/data/auto_parse/level_freeze/frozen/idx_65.jsonl b/data/auto_parse/level_freeze/frozen/idx_65.jsonl new file mode 100644 index 0000000..f66ad31 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_65.jsonl @@ -0,0 +1,208 @@ +{"idx": 65, "level": 1, "span": "GAS GATHERING AGREEMENT"} +{"idx": 65, "level": 1, "span": "BY AND BETWEEN"} +{"idx": 65, "level": 1, "span": "ROSEHILL OPERATING COMPANY, LLC, AS PRODUCER"} +{"idx": 65, "level": 1, "span": "AND"} +{"idx": 65, "level": 1, "span": "GATEWAY GATHERING\nAND MARKETING COMPANY, AS GATHERER"} +{"idx": 65, "level": 1, "span": "TABLE OF CONTENTS"} +{"idx": 65, "level": 1, "span": "TABLE OF CONTENTS"} +{"idx": 65, "level": 1, "span": "TABLE OF CONTENTS"} +{"idx": 65, "level": 0, "span": "GAS GATHERING AGREEMENT\nThis Gas Gathering Agreement is made and entered into on April 27, 2017 (together with each Agreement Addendum and the Exhibits hereto,\nthis “Agreement”), but is effective as of April 27, 2017 (the “Effective Date”), by and between Rosehill Operating Company, LLC, a Delaware limited liability company (“Producer”), and Gateway\nGathering and Marketing Company, a Maryland corporation (“Gatherer”). Producer and Gatherer may be referred to individually as “Party” or collectively as “Parties.”"} +{"idx": 65, "level": 1, "span": "Recitals:\nA. Producer\nowns rights, title and interests in certain oil and gas leases and other interests located within the Dedication Area that require services related to the gathering of hydrocarbons.\nB. Producer wishes to obtain such gathering services from Gatherer pursuant to this Agreement.\nC. Producer desires to dedicate certain Gas attributable to its right, title, and interest in certain oil and gas leases and other interests\nlocated within the Dedication Area to the System (defined below).\nD. Gatherer owns and operates an Individual System that gathers Gas\nfrom certain oil and gas leases and other interests."} +{"idx": 65, "level": 1, "span": "Agreements:\nNOW, THEREFORE, in consideration of the mutual agreements in this Agreement, and other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, Gatherer and Producer hereby agree as follows:"} +{"idx": 65, "level": 2, "span": "ARTICLE 1"} +{"idx": 65, "level": 2, "span": "DEFINITIONS\nSection 1.1 Definitions. As used in this Agreement, the following capitalized terms shall have the meanings ascribed to them\nbelow:\n“Abandonment Date” has the meaning given to it in Section 3.2(d).\n“Additional/Accelerated Well” has the meaning given to it in Section 3.2(c).\n“Adequate Assurance of Performance” has the meaning given to it in Section 9.3.\n“Adjustment Year” has the meaning given to it in Section 5.2(a)(ii).\n“Administrator” has the meaning given to it in Section 6.1(b).\n“Affiliate” means, with respect to any Person, any other Person that directly,\nor indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person. Producer and Gatherer and Raven Gathering System, LLC shall not be considered Affiliates of each other for purposes of\nthis Agreement, except for Section 2.2(b).\n“Affiliate Entity” means any Affiliate to whom Gatherer assigns its\nrights and obligations under this Agreement.\n“Affiliate Entity Dedicated Properties” has the meaning given to it in\nSection 15.1(a)(ii).\n“Agreement” has the meaning set forth in the preamble hereof.\n“Agreement Addendum” means an Agreement Addendum by and between Producer and Gatherer that expressly states that it is\ngoverned by this Agreement.\n“Agreement Addenda” shall be the collective reference to each Agreement Addendum then in\neffect.\n“Btu” means the amount of heat required to raise the temperature of one pound of water one degree Fahrenheit at\na pressure of 14.73 Psia and determined on a gross, dry basis.\n“Business Day” means a Day (other than a Saturday or\nSunday) on which commercial banks in the State of Texas are generally open for business.\n“Cancellation Date” has the\nmeaning given to it in Section 3.1(c).\n“Claiming Party” has the meaning given to it in the definition of\n“Force Majeure”.\n“Communications” has the meaning given to it in\nSection 16.2.\n“Conditional Amount” has the meaning set forth in Section 9.1(a).\n“Conflicting Dedication” means any gathering agreement, commitment, or arrangement (including any volume commitment) that\nrequires Producer’s owned Gas or Gas that Producer controls to be gathered on any gathering system or similar system other than the System, including any such agreement, commitment, or arrangement burdening properties hereinafter acquired by\nProducer in the Dedication Area. No dedication of acreage shall constitute a Conflicting Dedication if Producer’s requirement under such dedication is to deliver Gas from the tailgate of the System or any other point that is a Delivery Point\nhereunder.\n“Control” (including the term “Controlled”) means (a) with respect to any Person, the\npossession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise and (b) with respect to any Gas, such Gas\nproduced from the Dedication Area and owned by a Third Party or an Affiliate and with respect to which Producer has the contractual right or obligation (pursuant to a marketing, agency, operating, unit, or similar agreement) to market such Gas and\nProducer elects or is obligated to market such Gas on behalf of the applicable Third Party or Affiliate.\n- 2 -\n“Credit-Worthy Person” means a Person with a senior unsecured and\ncredit-unenhanced long term debt rating equivalent to A- or better as determined by at least two rating agencies, one of which must be either Standard & Poor’s or Moody’s (or if either one\nor both are not available, equivalent ratings from alternate rating sources reasonably acceptable to Gatherer).\n“Crude\nOil” has the meaning assigned to such term in any Transaction Document relating to the provision of crude oil gathering services by Gatherer.\n“Crude Oil Gathering System” has the meaning assigned to the term “Individual System” in any Transaction\nDocument relating to the provision of crude oil gathering services by Gatherer.\n“Day” means a period of time beginning\nat 12:00 a.m. (midnight) Central Time on a calendar day and ending at 12:00 a.m. (midnight) Central Time on the succeeding calendar day. The term “Daily” shall have the correlative meaning.\n“Dedicated Production” means (a) Gas owned by Producer or an Affiliate of Producer and produced from a Well within the\nDedication Area that is operated by Producer or an Affiliate of Producer, (b) Gas produced within the Dedication Area that is owned by a Third Party and under the Control of Producer and (c) Purchased Dedicated Production.\n“Dedicated Properties” means the interests held by Producer or its Affiliate in the oil and/or gas leases, mineral interests,\nand other similar interests as of the Effective Date or acquired by Producer or its Affiliates after the Effective Date that relate to land within the Dedication Area. Notwithstanding the foregoing, any interest that is permanently released pursuant\nto Section 2.4(a) or otherwise, shall cease to be included in this definition of “Dedicated Properties” immediately upon the effectiveness of such permanent release.\n“Dedication Area” means the area described on Exhibit A, including any additions or supplements to such Exhibit after\nthe Effective Date, and, when the context requires.\n“Delivery Point” means the point at which custody transfers from\nGatherer to or for the account of Producer. The custody transfer point may include (a) the facilities of a Downstream Facility, (b) the facilities of a gas processing facility, or (c) any other point as may be mutually agreed between\nthe Parties. The Delivery Points for each Individual System in existence on the Effective Date shall be set forth in writing between Producer and Gatherer, and additional points may become Delivery Points hereunder upon mutual agreement of the\nParties as construction is completed on additional facilities in satisfaction of the needs identified by Producer and the Parties shall continuously update the list of Delivery Points by mutual agreement.\n“Development Report” has the meaning given to it in Section 3.1(a).\n“Downstream Facility” means any pipeline downstream of any Delivery Point on the System.\n“Drilling Unit” means the area fixed for the drilling of one Well by order or rule of any applicable Governmental Authority,\nor (if no such order or rule is applicable) the area fixed for the drilling of a Well or Planned Well reasonably established by the pattern of drilling in the applicable area or otherwise established by Producer in its reasonable discretion.\n- 3 -\n“Drip Condensate” means that portion of Gas owned or Controlled by Producer that\nis received into the System (without manual separation or injection) that condenses in the System, and is recovered from the System as a liquid by Gatherer.\n“Effective Date” has the meaning given to it in the preamble of this Agreement.\n“Escalation Percentage” means 3.0%.\n“Excluded Amounts” means Gatherer’s general and administrative costs and any costs for design or construction of\nfacilities that can be used to connect other Planned Wells or Planned Separator Facilities in the Development Report that Producer at such time intends to develop.\n“Facility Segment” means each segment of an Individual System comprised of facilities beginning at a Receipt Point and ending\nat a Delivery Point. If an Individual System does not contain any such distinct segment, then the term Facility Segment shall be synonymous with Individual System.\n“First Development Report” has the meaning given to it in Section 3.1(a).\n“Flash Gas” means any gas that has been vaporized from Crude Oil resulting from the gathering and treating of Crude Oil in\nthe Crude Oil Gathering System pursuant to any Transaction Document relating to the provision of crude oil gathering services by Gatherer and that has been collected by Gatherer.\n“Force Majeure” means an event that is not within the reasonable control of the Party claiming suspension (the\n“Claiming Party”), and that by the exercise of reasonable due diligence the Claiming Party is unable to avoid or overcome in a reasonable manner. To the extent meeting the foregoing requirements, Force Majeure includes:\n(a) acts of God; (b) wars (declared or undeclared); (c) insurrections, hostilities, riots; (d) floods, droughts, fires, storms, storm warnings, landslides, lightning, earthquakes, washouts; (e) industrial disturbances, acts\nof a public enemy, acts of terror, sabotage, blockades, epidemics; (f) arrests and restraints of rulers and peoples; (g) civil disturbances; (h) explosions, breakage or accidents to machinery or lines of pipe; (i) hydrate\nobstruction or blockages of any kind in lines of pipe; (j) freezing of wells or delivery facilities, partial or entire failure of wells, and other events beyond the reasonable control of the Claiming Party that affect the timing of production\nor production levels; (k) action or restraint by court order or any Governmental Authority (so long as the Claiming Party has not applied for or assisted in the application for, and has opposed where and to the extent commercially reasonable,\nsuch action or restraint), (l) delays or failures by a Governmental Authority to grant Permits applicable to the System (or any Individual System) so long as the Claiming Party has used its commercially reasonable efforts to promptly make any\nand all required filings with such Governmental Authority relating to such Permits, and (m) delays or failures by the Claiming Party to obtain easements and rights of way, surface leases and other real property interests related to the System\n(or any Individual System) from Third Parties, so long as the Claiming Party has used its commercially reasonable efforts to obtain such easements\n- 4 -\nand rights of way, surface leases and other real property interests. The failure of a Claiming Party to settle or prevent a strike or other labor dispute with employees shall not be considered to\nbe a matter within such Claiming Party’s control.\n“Gallon” means one U.S. Standard gallon measured at 60 degrees\nFahrenheit.\n“Gas” means any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons,\nincluding Flash Gas and, unless otherwise expressly provided herein, liquefiable hydrocarbons and including inert and noncombustible gases.\n“Gatherer” has the meaning set forth in the preamble of this Agreement.\n“Gatherer Group” means Gatherer, its Affiliates, and the directors, officers, employees, and agents of Gatherer and its\nAffiliates, including Raven Pipeline, even though Raven Pipeline holds no equity in Gatherer.\n“Governmental Authority”\nmeans any federal, state, local, municipal, tribal or other government; any governmental, regulatory (including self-regulatory) or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative,\nexecutive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.\n“Gross Heating Value” means the number of Btu produced by the combustion, on a dry basis and at a constant pressure, of the\namount of Gas which would occupy a volume of 1 cubic foot at a temperature of 60 degrees Fahrenheit and at a pressure of 14.73 Psia, with air of the same temperature and pressure as the Gas, when the products of combustion are cooled to the initial\ntemperature of the Gas and air and when the water formed by combustion is condensed to the liquid state. Hydrogen sulfide shall be deemed to have no heating value.\n“Group” means (a) with respect to Gatherer, the Gatherer Group, and (b) with respect to Producer, the Producer\nGroup.\n“Increase in Fee” has the meaning given to it in Section 5.2(b).\n“Index” has the meaning given to it in Schedule A.\n“Individual Fee” means the rate for each Individual System set forth on Exhibit C.\n“Individual System” means the portion of the System beginning at the Receipt Points described on the applicable Agreement\nAddendum and ending at the Delivery Points described on the applicable Agreement Addendum. The Individual Systems in existence on the Effective Date are more particularly described in the applicable Agreement Addendum. Additional Individual Systems\nmay be added to the System from time to time in satisfaction of the needs identified by Producer and evidenced in writing between Producer and Gatherer.\n“Initial Term” has the meaning given to it in Section 7.1.\n- 5 -\n“Interest Rate” means, on the applicable date of determination, the prime rate\n(as published in the “Money Rates” table of The Wall Street Journal, eastern edition, or if such rate is no longer published in such publication or such publication ceases to be published, then as published in a similar\nnational business publication as mutually agreed by the Parties) plus an additional two percentage points (or, if such rate is contrary to any applicable Law, the maximum rate permitted by such applicable Law).\n“Invoice Month” has the meaning given to it in Section 9.1(a).\n“Law” means any applicable statute, law, rule, regulation, ordinance, order, code, ruling, writ, injunction, decree or other\nofficial act of or by any Governmental Authority.\n“Loss” or “Losses” means any actions, claims, causes\nof action (including actions in rem or in personam), settlements, judgments, demands, liens, encumbrances, losses, damages, fines, penalties, interest, costs, liabilities, expenses (including expenses attributable to the defense of any actions or\nclaims and attorneys’ fees) of any kind or character (except punitive or exemplary damages), including Losses for bodily injury, death, or property damage, whether under judicial proceedings, administrative proceedings or otherwise, and under\nany theory of tort, contract, breach of contract, breach of representation or warranty (express or implied) or by reason of the conditions of the premises of or attributable to any Person or Person or any Party or Parties.\n“MAOP” means maximum allowable operating pressure for the applicable Individual System, or relevant Facility Segment, as\nspecified in the applicable Agreement Addendum.\n“Mcf” means one thousand Standard Cubic Feet.\n“Measurement Device” means the meter body (which may consist of an orifice meter or ultrasonic meter), Gas metering device,\ntube, orifice plate, connected pipe, tank strapping, and fittings used in the measurement of Gas flow and volume and/or Btu content.\n“Meetings of Senior Management” means meetings between senior members of management of Gatherer and Producer, or, if\napplicable, senior members of management of an Affiliate of Gatherer or Producer, respectively, that Controls such entity.\n“MMBtu” means one million Btu.\n“Modifications” has the meaning given to it in Section 3.1(c).\n“Month” means a period of time from 7:00 a.m. Central Time on the first Day of a calendar month until 7:00 a.m. Central Time\non the first Day of the next succeeding calendar month. The term “Monthly” shall have the correlative meaning.\n“Monthly Loss/ Gain Report” means the report delivered pursuant to Section 9.1(d), which shall include all of the\ninformation required to be included in such report as detailed in Section 5.3.\n“Moody’s”\nmeans Moody’s Investors Service, Inc., or any successor to its statistical rating business.\n- 6 -\n“On-Line Deadline” has the meaning given\nto it in Section 3.2(b).\n“Other System Fuel” means all actual Gas measured and used as fuel by Gatherer for Other\nServices. For the avoidance of doubt, to the extent any Gas is used as fuel and is not System Fuel but such fuel has not been measured, such Gas shall be System L&U.\n“Other Services” means services that (i) may be provided to Producer, any of its Affiliates or to any Third Party and\n(ii) pertain to the production of oil, other hydrocarbons, water and waste products from the production of hydrocarbons.\n“Party” or “Parties” has the meaning set forth in the preamble of this Agreement.\n“Period of Five Years” means, with respect to any report delivered hereunder, the period from the first Day of the fiscal\nquarter during which such report is required to be delivered until the fifth anniversary thereof.\n“Period of Three\nYears” means, with respect to any report delivered hereunder, the period beginning on the first Day of the fiscal quarter during which such report is required to be delivered and ending 36 Months after such date.\n“Permits” means any permit, license, approval, or consent from a Governmental Authority.\n“Person” means any individual, corporation, company, partnership, limited partnership, limited liability company, trust,\nestate, Governmental Authority, or any other entity.\n“Planned Separator Facility” has the meaning given to it in\nSection 3.1(b)(i).\n“Planned Well” has the meaning given to it in Section 3.1(b)(i).\n“Process Flare” means the Gas flared by Gatherer (a) in its discretion in light of safety, environmental or maintenance\nconsiderations or (b) at the direction of Producer.\n“Producer” has the meaning set forth in the first paragraph\nhereof.\n“Producer Group” means Producer, its Affiliates, and the directors, officers, employees, and agents of Producer\nand its Affiliates.\n“Producer Meters” means any Measurement Device owned and operated by Producer (or caused to be\ninstalled or operated by Producer).\n“Psia” means pounds per square inch absolute.\n“Purchased Dedicated Production” means Gas produced by a Third Party that (a) either (i) has been purchased by Producer\nor (ii) the Parties have mutually agreed should be considered “Dedicated Production,” and (b) for which the Parties have agreed upon a Receipt Point for delivery into the Individual System.\n- 7 -\n“Receipt Point” means the point at which custody transfers from Producer to\nGatherer. The custody transfer point may include: (a) the flange at which the applicable Separator Facility or Well connects to the System, (b) the upstream flange of the first Measurement Device owned by Gatherer on the System, or\n(c) any other point mutually agreed between Gatherer and Producer that is listed in the applicable Agreement Addendum. The Receipt Points in existence on the Effective Date shall be set forth in writing between Producer and Gatherer, and\nadditional points may become Receipt Points hereunder upon mutual agreement of the Parties as construction is completed on additional facilities in satisfaction of the needs identified by Producer and the Parties shall continuously update the list\nof Receipt Points by mutual agreement.\n“Redetermination Deadline” has the meaning given to it in Section\n5.2(a)(ii).\n“Redetermination Proposal” has the meaning given to it in Section 5.2(a)(i).\n“Redetermined Individual Fee” has the meaning given to it in Section 5.2(a)(i).\n“Rules” has the meaning given to it in Section 16.6.\n“Separator Facility” means the surface facility where the Gas produced from one or more Wells in the Dedication Area is\ncollected and gas and water are separated from the Crude Oil. A Separator Facility may be known by Gatherer as an econode but may also refer to a well pad or other facility from which Gas is delivered in the System.\n“Services” means: (a) the receipt of Producer’s owned or Controlled Gas at the Receipt Points; (b) the receipt of\nFlash Gas into the System, (c) the gathering and compressing of such Gas and the collection of any Drip Condensate; (d) the redelivery of Gas with a Thermal Content specified in Section 4.4; and (e) the other services\nto be performed by Gatherer in respect of such Gas as set forth in this Agreement, all in accordance with the terms of this Agreement (including any services with respect to the Thermal Content of the received or delivered Gas and received Drip\nCondensate, metering services, other services to account for Flash Gas, Drip Condensate, System L&U, System Fuel, and Other System Fuel that may result in a reduction of or an increase to the redelivered Gas pursuant to\nSection 4.2.)\n“Services Fee” means, collectively, the fees described in\nSection 5.1.\n“Standard & Poor’s” means Standard &\nPoor’s Rating Group, a division of McGraw Hill, Inc., or any successor to its statistical rating business.\n“Standard Cubic\nFoot” means that quantity of Gas that occupies one cubic foot of space when held at a base temperature of 60 degrees Fahrenheit and a pressure of 14.73 Psia.\n“System” means, collectively, the Individual Systems described in the Agreement Addenda, collectively, including:\n(a) pipelines; (b) compression facilities; (c) central processing facilities, (d) controls, (e) Delivery Points, meters and measurement facilities; (f) owned condensate collection and storage facilities; (g) easements,\nlicenses, rights of way, fee parcels, surface rights and Permits; and (h) all appurtenant facilities, in each case, that are owned, leased or operated by each Gatherer to provide Services to Producer or Third Parties, as such gathering\n- 8 -\nsystem and/or facilities are modified and/or extended from time to time to provide Services to Producer pursuant to the terms hereof or to Third Parties, including the Facility Segments operated\nunder this Agreement by Gatherer.\n“System Fuel” means all actual Gas measured and used as fuel for the System, including\nGas used as fuel for compressor stations, stated in MMBtu. For the avoidance of doubt, to the extent any Gas is used as fuel and is not Other System Fuel but such fuel has not been measured, such Gas shall be System L&U.\n“System L&U” means any Gas, in terms of MMBtu, received into the System that is lost or otherwise not accounted for\nincident to, or occasioned by, the gathering, compressing, and redelivery, of Gas, including Gas used as fuel to the extent not measured by Gatherer, Gas released through leaks, instrumentation, relief valves, flares and blow downs of pipelines,\nvessels and equipment, measurement losses or inaccuracies, or is vented, flared or lost in connection with the operation of a pipeline, including line pack for new facilities; provided that Process Flare shall not constitute System L&U.\n“System Plan” has the meaning given to it in Section 3.1(c).\n“Target On-Line Date” means, as may be adjusted pursuant to Section 3.2(c),\n(a) with respect to a Planned Separator Facility or, with respect to a Planned Well that is not intended to be serviced by a Separator Facility, such Planned Well, in either case, that is described for the first time in the First Development Report,\nthe date specified in the First Development Report for the applicable Planned Separator Facility or Planned Well, as applicable, and (b) with respect to any Planned Separator Facility or, with respect to any Planned Well that is not intended to\nbe serviced by a Separator Facility, such Planned Well, in either case, that is not described in the First Development Report, 24 Months after the date of the Development Report that initially reflected the Planned Separator Facility or Planned\nWell, as applicable, unless Gatherer consents to a shorter time period.\n“Target Pressure” means, with respect to any\nIndividual System, the pressure set forth on the applicable Agreement Addendum, which such stated “Target Pressure” shall be the pressure for the applicable Individual System in the System Plan.\n“Tender” means the act of Producer’s making Gas available or causing Gas to be made available to the System at a Receipt\nPoint, and “Tendered” shall have the correlative meaning.\n“Term” has the meaning given to it in\nSection 7.1.\n“Thermal Content” means, for Gas, the product of the measured volume in Mcfs\nmultiplied by the Gross Heating Value per Mcf, adjusted to the same pressure base of 14.73 Psia and expressed in MMBtu; and for a liquid, the product of the measured volume in gallons multiplied by the Gross Heating Value per Gallon determined in\naccordance with the GPA 2145-09 Table of Physical Properties for Hydrocarbons and GPA 8173 Method for Converting Mass of Natural Gas Liquids and Vapors to Equivalent Liquid Volumes, in each case as revised\nfrom time to time.\n- 9 -\n“Third Party” means any Person other than a Party to this Agreement or any\nAffiliate of a Party to this Agreement.\n“Threshold Amount” means the “Threshold Amount” set forth on\nExhibit C.\n“Transaction Document” means each agreement entered into pursuant to the agreement terms and\nconditions related to gas gathering services, agreement terms and conditions related to oil gathering services, agreement terms and conditions related to produced water services, agreement terms and conditions related to gas processing services,\nagreement terms and conditions related to crude oil treating services, and agreement terms and conditions related to fresh water services, now or in the future existing between Producer, on the one hand, and Gatherer or one or more subsidiaries of\nGatherer, on the other hand, together with (i) each additional or replacement agreement entered into between such Persons and (ii) all amendments or modifications to each of the foregoing.\n“Well” means a well (i) for the production of hydrocarbons, (ii) that is located in the Dedication Area,\n(iii) in which Producer owns an interest, and (iv) for which Producer has a right or obligation to market Gas produced thereby through ownership or pursuant to a marketing, agency, operating, unit, or similar agreement.\n“Year” means a period of time from January 1 of a calendar year through December 31 of the same calendar year;\nprovided that the first Year shall commence on the Effective Date and run through December 31 of that calendar year, and the last Year shall commence on January 1 of the calendar year and end on the Day on which this Agreement\nterminates.\nSection 1.2 Other Terms. Other capitalized terms used in this Agreement and not defined in\nSection 1.1 have the meanings ascribed to them throughout this Agreement.\nSection 1.3 References and\nRules of Construction. All references in this Agreement to Exhibits, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Articles, Sections, subsections and other subdivisions of or to this Agreement\nunless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded\nin construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole, including the applicable\nAgreement Addendum and all Exhibits and other attachments hereto, all of which are incorporated herein, and not to any particular Exhibit, Article, Section, subsection or other subdivision unless expressly so limited. The word “including”\n(in its various forms) means “including without limitation.” The word “or” shall mean “and/or” unless a clear contrary intention exists. The word “from” means from and including, the word “through”\nmeans through and including, and the word “until” means until but excluding. All references to “$” or “dollars” shall be deemed references to United States dollars. The words “will” and “shall” have\nthe same meaning, force, and effect. Each accounting term not defined herein will have the meaning given to it under generally accepted accounting principles. Pronouns in masculine, feminine or neuter genders shall be construed to state and include\nany other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to any Law, contract or other agreement\nmean such Law, contract or agreement as it may be amended from time to time.\n- 10 -"} +{"idx": 65, "level": 2, "span": "ARTICLE 2"} +{"idx": 65, "level": 2, "span": "DEDICATION OF PRODUCTION\nSection 2.1 Producer’s Dedication. Subject to Section 2.2 through\nSection 2.4, during the Term, Producer:\n(a) exclusively dedicates and commits to deliver to Gatherer under this\nAgreement, as and when produced, all of the Gas owned or hereafter acquired by Producer or an Affiliate of Producer and produced from the Dedicated Properties;\n(b) commits to deliver to Gatherer under this Agreement, as and when produced, all Gas under the control of Producer or an Affiliate of\nProducer that is produced from the Dedicated Properties;\n(c) agrees not to deliver any Dedicated Production to any other gatherer,\npurchaser, marketer or other Person prior to delivery to Gatherer at the Receipt Points, unless otherwise agreed in writing between the Parties; and\n(d) dedicates and commits the Dedicated Properties to Gatherer for performance of the Services pursuant to this Agreement.\nSection 2.2 Conflicting Dedications.\n(a) Notwithstanding anything in this Agreement to the contrary, Producer shall have the right to comply with each of the Conflicting\nDedications existing on the date hereof and any other Conflicting Dedication applicable immediately before the acquisition of any oil and/or gas leases, mineral interests, and other similar interests within the Dedication Area (i) that are\nacquired by Producer after the Effective Date and (ii) which otherwise would have become subject to dedication under this Agreement (but not any Conflicting Dedications entered into in connection with such acquisition). Producer shall have the\nright to comply with a Conflicting Dedication only until the first Day of the Month following the termination of such Conflicting Dedication, at which time the Gas subject to such Conflicting Dedication shall automatically be dedicated to this\nAgreement. Producer shall not extend or renew any Conflicting Dedication and shall terminate each Conflicting Dedication as soon as permitted under the underlying contract, without causing Producer to incur any costs or expenses deemed unreasonable\nor inappropriate in the opinion of Producer and shall not enter into any new Conflicting Dedication.\n(b) Certain Conflicting Dedications\nmay contain rights of first refusal or other provisions that (i) entitle Producer to a release of acreage from such Conflicting Dedication if Producer dedicates the released acreage to a Third Party or (ii) expressly prohibit Producer from\ndedicating such released acreage to an Affiliate of Producer. As used herein, the term “Conflicting Dedication” shall include both the original right of first refusal (or similar right) and the dedication resulting from an exercise\nof such right of first refusal (or similar right) so long as the resulting dedication covers the same acreage as the original Conflicting Dedication.\n- 11 -\n(c) To the extent Producer claims that a Conflicting Dedication exists with respect to certain\nServices on specified Dedicated Properties, Gatherer shall have the right to review the documentation creating such Conflicting Dedication, subject to confidentiality requirements applicable to such Conflicting Dedication.\nSection 2.3 Producer’s Reservation. Producer reserves the following rights respecting Dedicated Production for\nitself:\n(a) to operate (or cause to be operated) Wells producing Dedicated Production in its sole discretion, including the right to\ndrill new Wells, repair and rework old Wells, temporarily shut in Wells, renew or extend, in whole or in part, any oil and gas lease or term mineral interest, and to cease production from or abandon any Well or surrender any applicable oil and gas\nlease, in whole or in part, when no longer deemed by Producer to be capable of producing in paying quantities under normal methods of operation;\n(b) to use Dedicated Production for lease operations (including reservoir pressure maintenance) and water treatment facility operations\nrelating to the lands within the Dedication Area;\n(c) to deliver such Dedicated Production or furnish such Dedicated Production to\nProducer’s lessors and holders of other burdens on production with respect to such Dedicated Production as is required to satisfy the terms of the applicable oil and gas leases or other applicable instruments; and\n(d) to pool, communitize or unitize Producer’s interests with respect to Dedicated Production; provided that Producer’s share of\nDedicated Production produced from such pooled, communitized, or unitized interests shall be committed and dedicated pursuant to this Agreement.\nSection 2.4 Releases from Dedication.\n(a) Permanent Releases. Dedicated Production from a Well or Wells affected by one or more of the conditions below, and the acreage in\neach Drilling Unit with respect to such Wells (or, with respect to Purchased Dedicated Production, the Gas delivered by Producer to the Individual System if the applicable Receipt Point is affected by one or more of the conditions below), shall be\npermanently released from dedication under this Agreement, and Producer may deliver and commit such Dedicated Production to such other gatherer or gatherers as it shall determine (including an Affiliate Entity):\n(i) Gatherer’s election pursuant to Section 3.3(b) not to provide Services for (A) any Well or Separator\nFacility for which Producer failed to deliver a Development Report on or before the applicable deadline set forth in Section 3.1(a), (B) any Well or Separator Facility not described in the applicable Development Report or (C) any excess\nvolume of Gas produced from any Well during any Day that exceeds the volume included in Producer’s estimate set forth in the most recent Development Report delivered to Gatherer;\n- 12 -\n(ii) upon expiration of the Term, as further described in\nSection 7.2;\n(iii) upon written agreement of Producer and Gatherer;\n(iv) upon written notice from Producer, the occurrence of a Force Majeure of the type described in clauses (k), (l) or\n(m) of the definition of “Force Majeure” affecting Gatherer that continues for a period of 12 consecutive Months or more or a temporary interruption or curtailment described in Section 4.4(d) that continues for 12 consecutive Months,\nexcept to the extent such interruption or curtailment is caused by the acts or omissions of Producer;\n(v) upon an\nassignment by Gatherer to an Affiliate Entity in accordance with Section 15.1(a)(ii), provided that simultaneously with such release, the Affiliate Entity Dedicated Properties are made subject to a gathering agreement entered into with the\nAffiliate Entity;\n(vi) upon written notice from Producer, if a termination of Services pursuant to Section 12.2(a)\nhas continued for more than six consecutive Months or, without a waiting period, if Producer has received notice from Gatherer of its decision not to provide Services to any planned facilities pursuant to Section 12.2(b); or\n(vii) in accordance with and subject to the terms of Section 3.2(b).\n(b) Temporary Release. Dedicated Production and any acreage covering such Dedicated Production may also be temporarily released from\ndedication under this Agreement (i) in accordance with and subject to the terms of Section 3.2(b) or Section 4.4(d), except to the extent such interruption or curtailment is caused by the acts or omissions of Producer, and (ii) in\nthe event of a termination of Services pursuant to Section 12.2 that continues for a period of greater than 60 Days but less than the period specified in Section 2.4(a)(vi). To the extent that an interruption or\ncurtailment can be limited to a Facility Segment, Gatherer shall so limit such interruption or curtailment, and to the extent that Gatherer does so limit such curtailment or interruption, the temporary release permitted by this Section 2.4(b)\nshall only apply to the affected Facility Segment. Such temporary release shall terminate on the date specified herein or on the date notified in writing by Gatherer to Producer (which date shall, in all cases, be the first Day of a Month); provided\nthat, if Producer obtained temporary services from a Third Party (pursuant to a contract that does not give rise to a default under this Agreement) during the pendency of the applicable interruption, curtailment or other temporary cessation\ndescribed in this Section 2.4(b), such reservation shall continue until the earlier of (x) the first Day of the Month that is three Months after the event or condition that gave rise to the interruption, curtailment or other temporary\ncessation has been corrected and (y) the first Day of the Month after the termination of the applicable contract with such Third Party.\n(c) Evidence of Permanent Release. At the request of Producer, the Parties shall execute a release agreement reasonably acceptable to\nall Parties (which, in the case of a permanent release, shall be in recordable form) reflecting any release of Dedicated Production or Dedicated Properties pursuant to this Section 2.4.\n- 13 -\nSection 2.5 Covenant Running with the Land. Each of the dedications, commitments, and\ncovenants made by Producer under this Agreement (a) is a covenant running with the Dedicated Properties, (b) touches and concerns Producer’s interests in the Dedicated Properties, and (c) shall be binding on and enforceable by\nGatherer and its successors and assigns. Except as set forth in Article 15, (a) in the event Producer sells, transfers, conveys, assigns, grants or otherwise disposes of any or all of its interest in the Dedicated Properties, then any\nsuch sale, transfer, conveyance, assignment, grant or other disposition shall be made subject to this Agreement and (b) in the event Gatherer sells, transfers, conveys, assigns, grants or otherwise disposes of any or all of its interest in the\nIndividual System, then any such sale, transfer, conveyance, assignment, grant or other disposition shall be made subject to this Agreement. This Agreement is not an executory contract under Section 365 of Title 11 of the United States Code (11\nU.S.C. § 365).\nSection 2.6 Memorandum. Producer hereby authorizes Gatherer to record a memorandum of the Agreement in\nthe real property records of the counties in which the Dedication Area is located. All payment terms and pricing information shall remain confidential and be redacted from any filings in the real property records.\nSection 2.7 Construction Costs.\n(a) To compensate Gatherer for the construction costs of each Individual System, during each quarter of each of the first four years of\ncommercial operation of such Individual System, Producer must deliver a certain minimum quantity of Gas to Gatherer. Such minimum quantity during each quarter shall be equal to the quantity (in McF) that, when multiplied by the Individual Fee as of\nthe Effective Date, equals 1/16th of the aggregate of Gatherer’s direct documented third party construction costs for such Individual System (the “Minimum Commitment”). If\nProducer does not deliver the Minimum Commitment to Gatherer during any quarter during the first four years of commercial operation of an Individual System, then Producer shall pay Gatherer an amount equal to the Individual Fee as of the Effective\nDate multiplied by the difference between the Minimum Commitment and the quantity of McF of Gas actually delivered by Producer to Gatherer during such quarter.\n(b) Gatherer shall provide monthly updates to Producer of the construction costs incurred by Gatherer during the construction of each\nIndividual System, and within 60 days after the completion of such Individual System, Gatherer shall provide Producer with an itemized statement of the aggregate of the construction costs incurred by Gatherer with respect to such Individual System.\nProducer shall have the right to audit, and Gatherer shall provide access to, Gatherer’s books and records for purposes of verifying such construction costs. Such audit right shall be at Producer’s sole cost and expense.\n- 14 -"} +{"idx": 65, "level": 3, "span": "(a) exclusively dedicates and commits to deliver to Gatherer under this\nAgreement, as and when produced, all of the Gas owned or hereafter acquired by Producer or an Affiliate of Producer and produced from the Dedicated Properties;"} +{"idx": 65, "level": 3, "span": "(b) commits to deliver to Gatherer under this Agreement, as and when produced, all Gas under the control of Producer or an Affiliate of\nProducer that is produced from the Dedicated Properties;"} +{"idx": 65, "level": 3, "span": "(c) agrees not to deliver any Dedicated Production to any other gatherer,\npurchaser, marketer or other Person prior to delivery to Gatherer at the Receipt Points, unless otherwise agreed in writing between the Parties; and"} +{"idx": 65, "level": 3, "span": "(d) dedicates and commits the Dedicated Properties to Gatherer for performance of the Services pursuant to this Agreement."} +{"idx": 65, "level": 3, "span": "(a) Notwithstanding anything in this Agreement to the contrary, Producer shall have the right to comply with each of the Conflicting\nDedications existing on the date hereof and any other Conflicting Dedication applicable immediately before the acquisition of any oil and/or gas leases, mineral interests, and other similar interests within the Dedication Area (i) that are\nacquired by Producer after the Effective Date and (ii) which otherwise would have become subject to dedication under this Agreement (but not any Conflicting Dedications entered into in connection with such acquisition). Producer shall have the\nright to comply with a Conflicting Dedication only until the first Day of the Month following the termination of such Conflicting Dedication, at which time the Gas subject to such Conflicting Dedication shall automatically be dedicated to this\nAgreement. Producer shall not extend or renew any Conflicting Dedication and shall terminate each Conflicting Dedication as soon as permitted under the underlying contract, without causing Producer to incur any costs or expenses deemed unreasonable\nor inappropriate in the opinion of Producer and shall not enter into any new Conflicting Dedication."} +{"idx": 65, "level": 3, "span": "(b) Certain Conflicting Dedications\nmay contain rights of first refusal or other provisions that (i) entitle Producer to a release of acreage from such Conflicting Dedication if Producer dedicates the released acreage to a Third Party or (ii) expressly prohibit Producer from\ndedicating such released acreage to an Affiliate of Producer. As used herein, the term “Conflicting Dedication” shall include both the original right of first refusal (or similar right) and the dedication resulting from an exercise\nof such right of first refusal (or similar right) so long as the resulting dedication covers the same acreage as the original Conflicting Dedication."} +{"idx": 65, "level": 3, "span": "(c) To the extent Producer claims that a Conflicting Dedication exists with respect to certain\nServices on specified Dedicated Properties, Gatherer shall have the right to review the documentation creating such Conflicting Dedication, subject to confidentiality requirements applicable to such Conflicting Dedication."} +{"idx": 65, "level": 3, "span": "(a) to operate (or cause to be operated) Wells producing Dedicated Production in its sole discretion, including the right to\ndrill new Wells, repair and rework old Wells, temporarily shut in Wells, renew or extend, in whole or in part, any oil and gas lease or term mineral interest, and to cease production from or abandon any Well or surrender any applicable oil and gas\nlease, in whole or in part, when no longer deemed by Producer to be capable of producing in paying quantities under normal methods of operation;"} +{"idx": 65, "level": 3, "span": "(b) to use Dedicated Production for lease operations (including reservoir pressure maintenance) and water treatment facility operations\nrelating to the lands within the Dedication Area;"} +{"idx": 65, "level": 3, "span": "(c) to deliver such Dedicated Production or furnish such Dedicated Production to\nProducer’s lessors and holders of other burdens on production with respect to such Dedicated Production as is required to satisfy the terms of the applicable oil and gas leases or other applicable instruments; and"} +{"idx": 65, "level": 3, "span": "(d) to pool, communitize or unitize Producer’s interests with respect to Dedicated Production; provided that Producer’s share of\nDedicated Production produced from such pooled, communitized, or unitized interests shall be committed and dedicated pursuant to this Agreement."} +{"idx": 65, "level": 3, "span": "(a) Permanent Releases\nDedicated Production from a Well or Wells affected by one or more of the conditions below, and the acreage in\neach Drilling Unit with respect to such Wells (or, with respect to Purchased Dedicated Production, the Gas delivered by Producer to the Individual System if the applicable Receipt Point is affected by one or more of the conditions below), shall be\npermanently released from dedication under this Agreement, and Producer may deliver and commit such Dedicated Production to such other gatherer or gatherers as it shall determine (including an Affiliate Entity):"} +{"idx": 65, "level": 4, "span": "(i) Gatherer’s election pursuant to Section 3.3(b) not to provide Services for (A) any Well or Separator\nFacility for which Producer failed to deliver a Development Report on or before the applicable deadline set forth in Section 3.1(a), (B) any Well or Separator Facility not described in the applicable Development Report or (C) any excess\nvolume of Gas produced from any Well during any Day that exceeds the volume included in Producer’s estimate set forth in the most recent Development Report delivered to Gatherer;"} +{"idx": 65, "level": 4, "span": "(ii) upon expiration of the Term, as further described in\nSection 7.2;"} +{"idx": 65, "level": 4, "span": "(iii) upon written agreement of Producer and Gatherer;"} +{"idx": 65, "level": 4, "span": "(iv) upon written notice from Producer, the occurrence of a Force Majeure of the type described in clauses (k), (l) or\n(m) of the definition of “Force Majeure” affecting Gatherer that continues for a period of 12 consecutive Months or more or a temporary interruption or curtailment described in Section 4.4(d) that continues for 12 consecutive Months,\nexcept to the extent such interruption or curtailment is caused by the acts or omissions of Producer;"} +{"idx": 65, "level": 4, "span": "(v) upon an\nassignment by Gatherer to an Affiliate Entity in accordance with Section 15.1(a)(ii), provided that simultaneously with such release, the Affiliate Entity Dedicated Properties are made subject to a gathering agreement entered into with the\nAffiliate Entity;"} +{"idx": 65, "level": 4, "span": "(vi) upon written notice from Producer, if a termination of Services pursuant to Section 12.2(a)\nhas continued for more than six consecutive Months or, without a waiting period, if Producer has received notice from Gatherer of its decision not to provide Services to any planned facilities pursuant to Section 12.2(b); or"} +{"idx": 65, "level": 4, "span": "(vii) in accordance with and subject to the terms of Section 3.2(b)."} +{"idx": 65, "level": 3, "span": "(b) Temporary Release\nDedicated Production and any acreage covering such Dedicated Production may also be temporarily released from\ndedication under this Agreement (i) in accordance with and subject to the terms of Section 3.2(b) or Section 4.4(d), except to the extent such interruption or curtailment is caused by the acts or omissions of Producer, and (ii) in\nthe event of a termination of Services pursuant to Section 12.2 that continues for a period of greater than 60 Days but less than the period specified in Section 2.4(a)(vi). To the extent that an interruption or\ncurtailment can be limited to a Facility Segment, Gatherer shall so limit such interruption or curtailment, and to the extent that Gatherer does so limit such curtailment or interruption, the temporary release permitted by this Section 2.4(b)\nshall only apply to the affected Facility Segment. Such temporary release shall terminate on the date specified herein or on the date notified in writing by Gatherer to Producer (which date shall, in all cases, be the first Day of a Month); provided\nthat, if Producer obtained temporary services from a Third Party (pursuant to a contract that does not give rise to a default under this Agreement) during the pendency of the applicable interruption, curtailment or other temporary cessation\ndescribed in this Section 2.4(b), such reservation shall continue until the earlier of (x) the first Day of the Month that is three Months after the event or condition that gave rise to the interruption, curtailment or other temporary\ncessation has been corrected and (y) the first Day of the Month after the termination of the applicable contract with such Third Party."} +{"idx": 65, "level": 3, "span": "(c) Evidence of Permanent Release\nAt the request of Producer, the Parties shall execute a release agreement reasonably acceptable to\nall Parties (which, in the case of a permanent release, shall be in recordable form) reflecting any release of Dedicated Production or Dedicated Properties pursuant to this Section 2.4."} +{"idx": 65, "level": 3, "span": "(a) To compensate Gatherer for the construction costs of each Individual System, during each quarter of each of the first four years of\ncommercial operation of such Individual System, Producer must deliver a certain minimum quantity of Gas to Gatherer. Such minimum quantity during each quarter shall be equal to the quantity (in McF) that, when multiplied by the Individual Fee as of\nthe Effective Date, equals 1/16th of the aggregate of Gatherer’s direct documented third party construction costs for such Individual System (the “Minimum Commitment”). If\nProducer does not deliver the Minimum Commitment to Gatherer during any quarter during the first four years of commercial operation of an Individual System, then Producer shall pay Gatherer an amount equal to the Individual Fee as of the Effective\nDate multiplied by the difference between the Minimum Commitment and the quantity of McF of Gas actually delivered by Producer to Gatherer during such quarter."} +{"idx": 65, "level": 3, "span": "(b) Gatherer shall provide monthly updates to Producer of the construction costs incurred by Gatherer during the construction of each\nIndividual System, and within 60 days after the completion of such Individual System, Gatherer shall provide Producer with an itemized statement of the aggregate of the construction costs incurred by Gatherer with respect to such Individual System.\nProducer shall have the right to audit, and Gatherer shall provide access to, Gatherer’s books and records for purposes of verifying such construction costs. Such audit right shall be at Producer’s sole cost and expense."} +{"idx": 65, "level": 2, "span": "ARTICLE 3"} +{"idx": 65, "level": 2, "span": "SYSTEM EXPANSION AND CONNECTION OF WELLS\nSection 3.1 Development Report; System Plan; Meetings.\n(a) Development Report. On or before May 29, 2017, Producer will provide Gatherer with a report (“First Development\nReport”), which shall describe (x) in detail the planned development, drilling, and production activities relating to the Dedicated Production through the end of the applicable Period of Three Years, and (y) generally the\nlong-term drilling and production expectations for those project areas in which drilling activity is expected to occur during the applicable Period of Five Years, including the information described in Section 3.1(b). On or before each\nJanuary 1, each April 1, each July 1, and each October 1 of each Year following the date on which the First Development Report is to be delivered, Producer shall provide to Gatherer an update of the then-current report describing\n(i) in detail the planned development, drilling, and production activities relating to the Dedicated Production for the applicable Period of Three Years and (ii) generally the long-term drilling and production expectations for those\nproject areas in the Dedication Area in which drilling activity is expected to occur during the applicable Period of Five Years (the First Development Report, as updated in accordance with the foregoing and as the then current report may be updated\nfrom time to time, the “Development Report”).\n(b) Development Report Content. With respect to the Dedication\nArea, the Development Reports shall include information as to:\n(i) the Wells (each, a “Planned Well”) and\nSeparator Facilities (each, a “Planned Separator Facility”) that Producer expects will be drilled or installed during the applicable Period of Three Years, including the expected locations, completion dates thereof (which completion\ndates shall not be earlier than the applicable Target On-Line Dates), the expected spud dates of such Planned Wells, the dates flow is anticipated to initiate from such Wells, and forward looking production\nestimates for the applicable Period of Three Years;\n(ii) the anticipated characteristics of the production from such Wells\n(including liquids content and gas and liquids composition) and the projected Gas production volumes and production pressures;\n(iii) the earliest date on which one or more Wells are expected to be fractured, if applicable;\n(iv) the Receipt Point(s) and Delivery Point(s) (including proposed receipt points and delivery points not yet included in the\napplicable Agreement Addendum) at which Gas produced from such Wells is to be delivered or redelivered to Producer\n(v) the\nearliest date on which one or more Wells or Separator Facilities, as applicable, are expected to be completed and ready to be placed on-line, which date shall not be earlier than the Target On-line Date;\n- 15 -\n(vi) the number of Planned Wells and Planned Separator Facilities anticipated to\nbe producing after the Period of Three Years and before the end of the Period of Five Years, broken out by an appropriate geographic area, such as a development plan area;\n(vii) the number of rigs that Producer intends to operate in the Dedication Area each year during the Period of Five Years\n(including sufficient detail regarding the anticipated location of such rigs to allow Gatherer to determine which Individual System would be impacted by such rig activity);\n(viii) with respect to the Period of Three Years, the anticipated date on which Gatherer may initiate construction or other\ndevelopment activities at the Well or Separator Facility in order to complete the interconnection into the Individual System; and\n(ix) such other information as may be reasonably requested by Gatherer with respect to Wells and Separator Facilities that\nProducer intends to drill or from which Producer intends to deliver Gas during the Period of Three Years and Period of Five Years.\nTo the extent\npossible, any information Producer is required to provide under this Section 3.1(b) with respect to Wells or Separator Facilities shall also include such information related to Planned Wells and Planned Separator Facilities. In addition, if\nappropriate to provide a complete and accurate Development Report, any information requested with respect to Planned Wells and Planned Separator Facilities shall also be provided with respect to existing Wells or Separator Facilities.\n(c) System Plan. Based on the Development Report and such other information about the expected development of the Dedicated Properties\nas shall be provided to Gatherer by or on behalf of Producer, including as a result of meetings between representatives of Gatherer and Producer, Gatherer shall develop and periodically update a plan (the “System Plan”) describing and/or\ndepicting the modifications, extensions, enhancements, major maintenance and/or other actions necessary in order for the Individual System to be able to provide timely Services for the Gas produced by the Wells and Separator Facilities described in\nthe most recent Development Report (including Planned Wells, Planned Separator Facilities and changes in anticipated production from existing Wells and Separator Facilities) (the “Modifications”). If (i) Gatherer elects to make such\nModifications, (ii) Producer thereafter modifies the Development Report or provides other information (the date on which the modified Development Report or such other information is provided to Gatherer, the “Cancellation Date”)\nindicating that such Modifications are no longer necessary, and (iii) as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or committed by Gatherer to make such cancelled Modifications\nexceeds the Threshold Amount, then Producer shall reimburse Gatherer for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or committed by Gatherer through the Cancellation Date to make such Modifications.\nThe System Plan (or, with respect to the allocation procedures described in clause (vi), the applicable writing signed by Gatherer and Producer) shall include information as to:\n(i) each Facility Segment then existing and operational, under construction, or planned and the Individual System of which such\nFacility Segment is a part;\n- 16 -\n(ii) all Receipt Points and Delivery Points served or to be served by each such\nFacility Segment;\n(iii) estimated gathering pressures for the 12 Month period beginning on the Target On-Line Date for the applicable Facility Segment and the Target Pressures and the MAOP for each Individual System included in the Development Report;\n(iv) all compression and other major physical facilities located or to be located on or within each such Facility Segment,\ntogether with their sizes, operating parameters, capacities, and other relevant specifications, which sizes, parameters, capacities and other relevant specifications shall be sufficient to (A) connect the Individual System to the Receipt Points\nand Delivery Points for all Planned Separator Facilities and (with respect to any Planned Wells not intended to be serviced by a Separator Facility) Planned Wells set forth in the most recent Development Report and (B) perform the Services for\nall Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Report;\n(v) the anticipated schedule for completing the construction and installation of the planned Facility Segments and all planned\nReceipt Points and Delivery Points, in each case, for all Planned Separator Facilities or Planned Wells, as applicable, included in the most recent Development Report;\n(vi) the allocation methodologies to be used by Gatherer with respect to Flash Gas, Drip Condensate, System L&U, System\nFuel, Other System Fuel and other allocations hereunder and, with respect to any System Plan after the initial System Plan, any proposed changes to the allocation methodologies then in effect (all such allocation methodologies shall comply with\nSection 1.8 of Schedule A); and\n(vii) other information reasonably requested by Producer that is\nrelevant to the design, construction, and operation of the System, the relevant Individual System, the relevant Facility Segment, and the relevant Receipt Points and Delivery Points; provided that in no event shall Gatherer be obligated to supply to\nProducer (A) pricing, budget or similar financial information or (B) information that is covered by a confidentiality agreement or confidentiality obligations; Gatherer shall deliver the applicable System Plan (including any updated System\nPlan) to Producer for Producer’s review and comment not later than 30 Days after Producer’s delivery to Gatherer of the applicable Development Report or amendment thereto.\n(d) Meetings. Gatherer shall make representatives of Gatherer available to discuss the most recent System Plan from time to time with\nProducer and its representatives at Producer’s request. Producer shall make representatives of Producer available to discuss the most recent Development Report from time to time with Gatherer and its representatives at Gatherer’s request.\nGatherer and its representatives shall have the right to meet not less\n- 17 -\nfrequently than Monthly with one or more representatives of Producer. At all such meetings, the Parties shall exchange updated information about their respective plans for the development and\nexpansion of the Dedicated Properties (including amendments to the Development Report) and the System (including amendments to the System Plan for Producer’s review and comment) and shall have the opportunity to discuss and provide comments on\nthe other Party’s plans.\n(e) Scope and Purpose of Planning Tools. The Development Report and the System Plan are intended to\nassist Gatherer and Producer with long-term planning and goals. None of the Development Reports nor the System Plans shall amend or modify this Agreement in any way. Gatherer may, in its sole discretion, work with any third party providers of\nGatherer’s services hereunder, to the extent under contract with Gatherer, to prepare and deliver a System Plan jointly with such other entity or entities. To the extent that a Development Report or System Plan that satisfies the requirements\nabove is delivered or deemed delivered under any other Transaction Document, such Development Report or System Plan shall be deemed delivered hereunder.\nSection 3.2 Expansion of System and Connection of Separator Facilities.\n(a) Service Standards. Gatherer shall, at its sole cost and expense, design and construct the Individual System in a good and\nworkmanlike manner and in accordance with the System Plan and this Section 3.2. Until such time as Producer has delivered a Development Report, Gatherer shall have no obligation under this Section 3.2(a). In the event that Producer elects to\ndeliver Purchased Dedicated Production into the Individual System, Gatherer and Producer shall mutually agree on the Receipt Point at which Producer shall deliver such Purchased Dedicated Production.\n(b) On-Line Deadline. Subject to Section 3.4, Gatherer shall by the\nlater of (x) the date that the first Planned Well on a particular Planned Separator Facility (or, with respect to a Planned Well that is not intended to be serviced by a Separator Facility, the date that such Planned Well) is ready for\nconnection to the System and (y) the applicable Target On-Line Date (such later date, as may be extended pursuant to this Section 3.2(b), the\n“On-Line Deadline”), (i) have completed (or caused the completion of) the construction of the necessary facilities, in accordance with the then current System Plan, (A) to connect\nsuch Planned Separator Facility or such Planned Well to the System and (B) to connect the System to each planned Delivery Point for such Planned Separator Facility or such Planned Well, as applicable and (ii) be ready and able to commence\nServices with respect to Dedicated Production from such Planned Separator Facility or Planned Well, as applicable. If and to the extent that Gatherer is delayed in completing any such facilities or providing such services by a Force Majeure event or\nreasons attributable to the acts or omissions of Producer, then the On-Line Deadline applicable thereto shall be extended by a period of time equal to that during which Gatherer was delayed by such event. If\nGatherer anticipates that Gatherer will be unable to meet an On-Line Deadline for causes that are not attributable to Force Majeure or the acts or omissions of Producer, then Gatherer shall deliver a written\nnotice to Producer no later than 30 days before the On-Line Deadline with respect a Planned Well or a Planned Separator Facility stating that Gatherer will be unable to meet the\nOn-Line Deadline for such Planned Well or Planned Separator Facility, and that Gatherer elects to have such Planned Well and related Dedicated Production and any acreage covering such Dedicated Production (and\nthe following shall apply) (x) permanently\n- 18 -\nreleased from this Agreement or (y) temporarily released from this Agreement, in which case Gatherer shall reimburse Producer for its actual, verifiable increase in costs (if any) in\nutilizing a different gatherer provide gathering services with respect to Gas from such Planned Well during the period of such temporary release, and such temporary release shall terminate upon Gatherer’s connection of such Planned Well to the\nSystem; provided, however, that if such temporary release lasts for a period of greater than 90 days after the On-Line Deadline, then such Planned Well shall be permanently released. The permanent release,\ntemporary release, and reimbursement described in this Section 3.2(b) shall be Producer’s sole and exclusive remedies for Gatherer’s failure to meet any On-Line Deadline.\n(c) Additional/Accelerated Wells and Elimination of Wells. From time to time, Producer may provide written notice to Gatherer that\nProducer (i) has accelerated the Target On-Line Date for a Planned Well or Planned Separator Facility, (ii) anticipates the Target On-Line Date for a Planned\nWell or Planned Separator Facility to be earlier than 24 Months following the delivery of the Development Report in which such Planned Well or Planned Separator Facility was initially included or (iii) anticipates drilling a Well or putting\ninto service a Separator Facility that has not been included in a Development Report and that has a Target On-Line Date earlier than 24 Months following the next delivery of a Development Report (any such Well\nor Separator Facility, an “Additional/Accelerated Well”); provided that any Well that is to be serviced by a Separator Facility or a Planned Separator Facility that is not described in the foregoing clauses (i) through\n(iii) shall not constitute an Additional/ Accelerated Well. Gatherer will use its commercially reasonable efforts to modify the System Plan and to cause the necessary gathering facilities to be constructed prior to the On-Line Deadline for such Additional/Accelerated Well; provided that, with respect to Additional/ Accelerated Wells of the type described in clauses (i) and (ii) of the first sentence of this paragraph,\nthere shall be no penalty to Gatherer hereunder unless Gatherer fails to connect such Additional/ Accelerated Well on or prior to the Target On-Line Date set forth in the applicable Development Report (prior\nto the acceleration of such timeline) and, with respect to Additional/ Accelerated Wells of the type described in clause (iii) of the first sentence of this paragraph, there shall be no penalty to Gatherer hereunder unless Gatherer fails to\nconnect such Additional/ Accelerated Well on or prior to 24 Months following receipt of written notice regarding such Additional/ Accelerated Well. From time to time, Producer may provide written notice to Gatherer that Producer (i) has delayed\nthe Target On-Line Date for a Planned Well or Planned Separator Facility, (ii) anticipates eliminating a Planned Well or Planned Separator Facility from its development plans and the Development Report or\n(iii) anticipates shutting in a Well or Separator Facility that has been producing. Producer shall endeavor to ensure that the Development Report does not include any planned or existing Wells or Separator Facilities that Producer has\ndetermined should not be drilled, operated, maintained or put into service. To the extent that Producer has included any such Well or Separator Facility in a Development Report, Producer shall provide Gatherer with information regarding its revised\nassessment of such Well or Separator Facility. Gatherer may adjust the System Plan as it determines to be appropriate and commercially reasonable to accommodate such elimination of Wells and Separator Facilities.\n(d) Cancellation of Planned Wells and Planned Separator Facilities. If (i) Gatherer reasonably determines that Producer has\npermanently abandoned the drilling or installation of any Planned Well or Planned Separator Facility or Producer notifies Gatherer that Producer intends to permanently abandon the drilling or installation of any Planned Well or\n- 19 -\nPlanned Separator Facility (whether through the delivery of an updated Development Report or otherwise, the date on which such determination is made, the “Abandonment Date”), (ii)\nGatherer had begun to design or construct the Facility Segment to connect such Planned Well or Planned Separator Facility to the System prior to such Abandonment Date, and (iii) the actual aggregate costs and expenses (excluding Excluded\nAmounts) incurred or committed by Gatherer prior to the Abandonment Date exceeds the Threshold Amount, then Producer shall reimburse Gatherer for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or\ncommitted by Gatherer prior to such Abandonment Date to design and construct such Facility Segment.\n(e) Substation and Interconnection\nFacilities. The obligations of Gatherer hereunder to design and construct the Individual System and to perform the Services do not include the design or construction of any substation or other interconnecting facilities required to procure\nelectricity for the Individual System. If a substation or any other interconnecting facility is required in order for Gatherer to perform its obligations hereunder, Gatherer and Producer shall enter into a separate agreement setting forth each\nParty’s responsibilities in connection therewith, including an allocation of responsibility for all associated costs and expenses.\nSection 3.3 Temporary Services.\n(a) If Gatherer fails to complete any facilities described Section 3.2(b) by the On-Line\nDeadline for such facilities and Gatherer elects to temporarily release such the applicable Dedicated Production under Section 3.2(b), then Producer may enter into a contract with a Third Party to provide services with respect to the\nDedicated Production that is anticipated to be serviced by the new facilities if the term of such contract does not exceed three Months (and may be renewed in three-Month increments until such time as Gatherer has completed the applicable\nfacilities). If any such contract is in effect with respect to any Well, Producer will not be obligated to connect such Well to the System until the first Day of the Month following expiration of such contract.\n(b) If at any time, (i) Producer fails to deliver a Development Report on or before the applicable deadline set forth in\nSection 3.1(a), (ii) a Development Report delivered by Producer failed to describe any Well, or (iii) the average rate of production at any Receipt Point described in the then-applicable Development Report exceeds Producer’s\nforecast for such Receipt Point set forth in such Development Report, and as a result, Gatherer has not completed any new, modified, or enhanced facilities necessary to allow Gatherer to accept all of the Gas Tendered by Producer at a Receipt Point,\nthen (x) within a reasonable time after Gatherer becomes aware of the need for such new, modified, or enhanced facilities, Gatherer shall elect, in its sole discretion, whether to proceed with the development and completion of such facilities\nby providing notice to Producer, and (y) if Gatherer elects to proceed with the development and completion of such facilities, (1) Gatherer shall cause such facilities to be completed within a reasonable time after such election, and\n(2) pending the completion of such facilities, Gatherer may elect (in its reasonable discretion and in exchange for reasonable compensation) to permit Producer to enter into a contract with a Third Party as provided in Section 3.3(a) to\nprovide services with respect to the Dedicated Production that Gatherer is unable to accept.\n- 20 -\nSection 3.4 Cooperation. The Parties shall work (at their own cost and expense)\ntogether in good faith to obtain such Permits as are necessary to drill and complete each Planned Well and construct the required extensions of the System to each Planned Separator Facility (and each Planned Well, as applicable) as expeditiously as\nreasonably practicable, all as provided in this Agreement. The Parties shall cooperate with each other and to communicate regularly regarding their efforts to obtain such Permits. Upon request by Producer, Gatherer shall promptly provide to Producer\ncopies of all Permits obtained by Gatherer in order to construct any Facility Segment (or portion of a Facility Segment) of the System.\nSection 3.5 Compression. The System Plan will describe the compression facilities that will be constructed as part of the System\nas well as the maximum operating pressures of the low pressure gathering lines, which shall be subject to the approval of Producer, and the maximum operating pressures of the high pressure gathering lines, which shall be sufficient to permit Gas to\nenter the facilities of Downstream Facilities but no higher than the MAOP, and other maximum operating parameters. The MAOP and the Target Pressure for each Individual System shall be set forth in the applicable Agreement Addendum when the\napplicable subpart for such Individual System is delivered or updated.\nSection 3.6 Grant of Access; Real Property Rights.\n(a) Producer’s Grant of Easement. Producer hereby grants to Gatherer, without warranty of title, either express\nor implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, an easement and right of way upon all lands constituting Dedicated Properties for the purpose of installing, using,\nmaintaining, servicing, inspecting, repairing, operating, replacing, disconnecting and removing all or any portion of the applicable Individual System, including all pipelines, meters and other equipment necessary for the performance by Gatherer of\nthis Agreement. If necessary, Producer agrees to use commercially reasonable efforts to assign to Gatherer rights under any Lease to the extent such assignment is necessary to grant such easement and right of way. Any property of Gatherer placed in\nor upon such lands shall remain the property of Gatherer and may be disconnected or removed by Gatherer at any time for any reason. Gatherer shall release, protect, defend, indemnify and hold harmless Producer Group from and against all Losses\narising out of or in connection with Gatherer’s use of or operations on the easement and right-of-way granted under this Section 3.6(a), except to the extent that\nsuch Losses are caused by the gross negligence or willful misconduct of any member of Gatherer Group.\n(b) Producer Does Not Have\nObligation to Maintain. Producer shall not have a duty to maintain in force and effect any underlying agreements (such as any lease, easement, or surface use agreement) that the grants of easements or rights of way by Producer to Gatherer under\nSection 3.6(a) are based upon, and such grants of easements or rights of way will terminate if Producer loses its rights to the applicable property, regardless of the reason for such loss of rights.\n(c) Gatherer Does Not Have Obligation to Maintain. Gatherer shall not have a duty to maintain in force and effect any underlying\nagreements that the grants of easements or rights of way by Gatherer to Producer pursuant to Section 3.6(a) are based upon, and such grants of easements or rights of way will terminate if Gatherer loses its rights to the applicable property,\nregardless of the reason for such loss of rights.\n- 21 -\n(d) No Interference. Gatherer’s exercise of the rights granted to Gatherer by\nProducer pursuant to this Section 3.6 shall not unreasonably interfere with Producer’s operations or with the rights of owners in fee with respect to the applicable lands, and such rights will be exercised in material\ncompliance with all applicable Laws and the safety and other reasonable access requirements of Producer."} +{"idx": 65, "level": 3, "span": "(a) Development Report\nOn or before May 29, 2017, Producer will provide Gatherer with a report (“First Development\nReport”), which shall describe (x) in detail the planned development, drilling, and production activities relating to the Dedicated Production through the end of the applicable Period of Three Years, and (y) generally the\nlong-term drilling and production expectations for those project areas in which drilling activity is expected to occur during the applicable Period of Five Years, including the information described in Section 3.1(b). On or before each\nJanuary 1, each April 1, each July 1, and each October 1 of each Year following the date on which the First Development Report is to be delivered, Producer shall provide to Gatherer an update of the then-current report describing\n(i) in detail the planned development, drilling, and production activities relating to the Dedicated Production for the applicable Period of Three Years and (ii) generally the long-term drilling and production expectations for those\nproject areas in the Dedication Area in which drilling activity is expected to occur during the applicable Period of Five Years (the First Development Report, as updated in accordance with the foregoing and as the then current report may be updated\nfrom time to time, the “Development Report”)."} +{"idx": 65, "level": 3, "span": "(b) Development Report Content\nWith respect to the Dedication\nArea, the Development Reports shall include information as to:"} +{"idx": 65, "level": 4, "span": "(i) the Wells (each, a “Planned Well”) and\nSeparator Facilities (each, a “Planned Separator Facility”) that Producer expects will be drilled or installed during the applicable Period of Three Years, including the expected locations, completion dates thereof (which completion\ndates shall not be earlier than the applicable Target On-Line Dates), the expected spud dates of such Planned Wells, the dates flow is anticipated to initiate from such Wells, and forward looking production\nestimates for the applicable Period of Three Years;"} +{"idx": 65, "level": 4, "span": "(ii) the anticipated characteristics of the production from such Wells\n(including liquids content and gas and liquids composition) and the projected Gas production volumes and production pressures;"} +{"idx": 65, "level": 4, "span": "(iii) the earliest date on which one or more Wells are expected to be fractured, if applicable;"} +{"idx": 65, "level": 4, "span": "(iv) the Receipt Point(s) and Delivery Point(s) (including proposed receipt points and delivery points not yet included in the\napplicable Agreement Addendum) at which Gas produced from such Wells is to be delivered or redelivered to Producer"} +{"idx": 65, "level": 4, "span": "(v) the\nearliest date on which one or more Wells or Separator Facilities, as applicable, are expected to be completed and ready to be placed on-line, which date shall not be earlier than the Target On-line Date;"} +{"idx": 65, "level": 4, "span": "(vi) the number of Planned Wells and Planned Separator Facilities anticipated to\nbe producing after the Period of Three Years and before the end of the Period of Five Years, broken out by an appropriate geographic area, such as a development plan area;"} +{"idx": 65, "level": 4, "span": "(vii) the number of rigs that Producer intends to operate in the Dedication Area each year during the Period of Five Years\n(including sufficient detail regarding the anticipated location of such rigs to allow Gatherer to determine which Individual System would be impacted by such rig activity);"} +{"idx": 65, "level": 4, "span": "(viii) with respect to the Period of Three Years, the anticipated date on which Gatherer may initiate construction or other\ndevelopment activities at the Well or Separator Facility in order to complete the interconnection into the Individual System; and"} +{"idx": 65, "level": 4, "span": "(ix) such other information as may be reasonably requested by Gatherer with respect to Wells and Separator Facilities that\nProducer intends to drill or from which Producer intends to deliver Gas during the Period of Three Years and Period of Five Years."} +{"idx": 65, "level": 3, "span": "(c) System Plan\nBased on the Development Report and such other information about the expected development of the Dedicated Properties\nas shall be provided to Gatherer by or on behalf of Producer, including as a result of meetings between representatives of Gatherer and Producer, Gatherer shall develop and periodically update a plan (the “System Plan”) describing and/or\ndepicting the modifications, extensions, enhancements, major maintenance and/or other actions necessary in order for the Individual System to be able to provide timely Services for the Gas produced by the Wells and Separator Facilities described in\nthe most recent Development Report (including Planned Wells, Planned Separator Facilities and changes in anticipated production from existing Wells and Separator Facilities) (the “Modifications”). If (i) Gatherer elects to make such\nModifications, (ii) Producer thereafter modifies the Development Report or provides other information (the date on which the modified Development Report or such other information is provided to Gatherer, the “Cancellation Date”)\nindicating that such Modifications are no longer necessary, and (iii) as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or committed by Gatherer to make such cancelled Modifications\nexceeds the Threshold Amount, then Producer shall reimburse Gatherer for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or committed by Gatherer through the Cancellation Date to make such Modifications.\nThe System Plan (or, with respect to the allocation procedures described in clause (vi), the applicable writing signed by Gatherer and Producer) shall include information as to:"} +{"idx": 65, "level": 4, "span": "(i) each Facility Segment then existing and operational, under construction, or planned and the Individual System of which such\nFacility Segment is a part;"} +{"idx": 65, "level": 4, "span": "(ii) all Receipt Points and Delivery Points served or to be served by each such\nFacility Segment;"} +{"idx": 65, "level": 4, "span": "(iii) estimated gathering pressures for the 12 Month period beginning on the Target On-Line Date for the applicable Facility Segment and the Target Pressures and the MAOP for each Individual System included in the Development Report;"} +{"idx": 65, "level": 4, "span": "(iv) all compression and other major physical facilities located or to be located on or within each such Facility Segment,\ntogether with their sizes, operating parameters, capacities, and other relevant specifications, which sizes, parameters, capacities and other relevant specifications shall be sufficient to (A) connect the Individual System to the Receipt Points\nand Delivery Points for all Planned Separator Facilities and (with respect to any Planned Wells not intended to be serviced by a Separator Facility) Planned Wells set forth in the most recent Development Report and (B) perform the Services for\nall Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Report;"} +{"idx": 65, "level": 4, "span": "(v) the anticipated schedule for completing the construction and installation of the planned Facility Segments and all planned\nReceipt Points and Delivery Points, in each case, for all Planned Separator Facilities or Planned Wells, as applicable, included in the most recent Development Report;"} +{"idx": 65, "level": 4, "span": "(vi) the allocation methodologies to be used by Gatherer with respect to Flash Gas, Drip Condensate, System L&U, System\nFuel, Other System Fuel and other allocations hereunder and, with respect to any System Plan after the initial System Plan, any proposed changes to the allocation methodologies then in effect (all such allocation methodologies shall comply with\nSection 1.8 of Schedule A); and"} +{"idx": 65, "level": 4, "span": "(vii) other information reasonably requested by Producer that is\nrelevant to the design, construction, and operation of the System, the relevant Individual System, the relevant Facility Segment, and the relevant Receipt Points and Delivery Points; provided that in no event shall Gatherer be obligated to supply to\nProducer (A) pricing, budget or similar financial information or (B) information that is covered by a confidentiality agreement or confidentiality obligations; Gatherer shall deliver the applicable System Plan (including any updated System\nPlan) to Producer for Producer’s review and comment not later than 30 Days after Producer’s delivery to Gatherer of the applicable Development Report or amendment thereto."} +{"idx": 65, "level": 3, "span": "(d) Meetings\nGatherer shall make representatives of Gatherer available to discuss the most recent System Plan from time to time with\nProducer and its representatives at Producer’s request. Producer shall make representatives of Producer available to discuss the most recent Development Report from time to time with Gatherer and its representatives at Gatherer’s request.\nGatherer and its representatives shall have the right to meet not less"} +{"idx": 65, "level": 3, "span": "(e) Scope and Purpose of Planning Tools\nThe Development Report and the System Plan are intended to\nassist Gatherer and Producer with long-term planning and goals. None of the Development Reports nor the System Plans shall amend or modify this Agreement in any way. Gatherer may, in its sole discretion, work with any third party providers of\nGatherer’s services hereunder, to the extent under contract with Gatherer, to prepare and deliver a System Plan jointly with such other entity or entities. To the extent that a Development Report or System Plan that satisfies the requirements\nabove is delivered or deemed delivered under any other Transaction Document, such Development Report or System Plan shall be deemed delivered hereunder."} +{"idx": 65, "level": 3, "span": "(a) Service Standards\nGatherer shall, at its sole cost and expense, design and construct the Individual System in a good and\nworkmanlike manner and in accordance with the System Plan and this Section 3.2. Until such time as Producer has delivered a Development Report, Gatherer shall have no obligation under this Section 3.2(a). In the event that Producer elects to\ndeliver Purchased Dedicated Production into the Individual System, Gatherer and Producer shall mutually agree on the Receipt Point at which Producer shall deliver such Purchased Dedicated Production."} +{"idx": 65, "level": 3, "span": "(b) On-Line Deadline\nSubject to Section 3.4, Gatherer shall by the\nlater of (x) the date that the first Planned Well on a particular Planned Separator Facility (or, with respect to a Planned Well that is not intended to be serviced by a Separator Facility, the date that such Planned Well) is ready for\nconnection to the System and (y) the applicable Target On-Line Date (such later date, as may be extended pursuant to this Section 3.2(b), the\n“On-Line Deadline”), (i) have completed (or caused the completion of) the construction of the necessary facilities, in accordance with the then current System Plan, (A) to connect\nsuch Planned Separator Facility or such Planned Well to the System and (B) to connect the System to each planned Delivery Point for such Planned Separator Facility or such Planned Well, as applicable and (ii) be ready and able to commence\nServices with respect to Dedicated Production from such Planned Separator Facility or Planned Well, as applicable. If and to the extent that Gatherer is delayed in completing any such facilities or providing such services by a Force Majeure event or\nreasons attributable to the acts or omissions of Producer, then the On-Line Deadline applicable thereto shall be extended by a period of time equal to that during which Gatherer was delayed by such event. If\nGatherer anticipates that Gatherer will be unable to meet an On-Line Deadline for causes that are not attributable to Force Majeure or the acts or omissions of Producer, then Gatherer shall deliver a written\nnotice to Producer no later than 30 days before the On-Line Deadline with respect a Planned Well or a Planned Separator Facility stating that Gatherer will be unable to meet the\nOn-Line Deadline for such Planned Well or Planned Separator Facility, and that Gatherer elects to have such Planned Well and related Dedicated Production and any acreage covering such Dedicated Production (and\nthe following shall apply) (x) permanently"} +{"idx": 65, "level": 3, "span": "(c) Additional/Accelerated Wells and Elimination of Wells\nFrom time to time, Producer may provide written notice to Gatherer that\nProducer (i) has accelerated the Target On-Line Date for a Planned Well or Planned Separator Facility, (ii) anticipates the Target On-Line Date for a Planned\nWell or Planned Separator Facility to be earlier than 24 Months following the delivery of the Development Report in which such Planned Well or Planned Separator Facility was initially included or (iii) anticipates drilling a Well or putting\ninto service a Separator Facility that has not been included in a Development Report and that has a Target On-Line Date earlier than 24 Months following the next delivery of a Development Report (any such Well\nor Separator Facility, an “Additional/Accelerated Well”); provided that any Well that is to be serviced by a Separator Facility or a Planned Separator Facility that is not described in the foregoing clauses (i) through\n(iii) shall not constitute an Additional/ Accelerated Well. Gatherer will use its commercially reasonable efforts to modify the System Plan and to cause the necessary gathering facilities to be constructed prior to the On-Line Deadline for such Additional/Accelerated Well; provided that, with respect to Additional/ Accelerated Wells of the type described in clauses (i) and (ii) of the first sentence of this paragraph,\nthere shall be no penalty to Gatherer hereunder unless Gatherer fails to connect such Additional/ Accelerated Well on or prior to the Target On-Line Date set forth in the applicable Development Report (prior\nto the acceleration of such timeline) and, with respect to Additional/ Accelerated Wells of the type described in clause (iii) of the first sentence of this paragraph, there shall be no penalty to Gatherer hereunder unless Gatherer fails to\nconnect such Additional/ Accelerated Well on or prior to 24 Months following receipt of written notice regarding such Additional/ Accelerated Well. From time to time, Producer may provide written notice to Gatherer that Producer (i) has delayed\nthe Target On-Line Date for a Planned Well or Planned Separator Facility, (ii) anticipates eliminating a Planned Well or Planned Separator Facility from its development plans and the Development Report or\n(iii) anticipates shutting in a Well or Separator Facility that has been producing. Producer shall endeavor to ensure that the Development Report does not include any planned or existing Wells or Separator Facilities that Producer has\ndetermined should not be drilled, operated, maintained or put into service. To the extent that Producer has included any such Well or Separator Facility in a Development Report, Producer shall provide Gatherer with information regarding its revised\nassessment of such Well or Separator Facility. Gatherer may adjust the System Plan as it determines to be appropriate and commercially reasonable to accommodate such elimination of Wells and Separator Facilities."} +{"idx": 65, "level": 3, "span": "(d) Cancellation of Planned Wells and Planned Separator Facilities\nIf (i) Gatherer reasonably determines that Producer has\npermanently abandoned the drilling or installation of any Planned Well or Planned Separator Facility or Producer notifies Gatherer that Producer intends to permanently abandon the drilling or installation of any Planned Well or"} +{"idx": 65, "level": 3, "span": "(e) Substation and Interconnection\nFacilities. The obligations of Gatherer hereunder to design and construct the Individual System and to perform the Services do not include the design or construction of any substation or other interconnecting facilities required to procure\nelectricity for the Individual System. If a substation or any other interconnecting facility is required in order for Gatherer to perform its obligations hereunder, Gatherer and Producer shall enter into a separate agreement setting forth each\nParty’s responsibilities in connection therewith, including an allocation of responsibility for all associated costs and expenses."} +{"idx": 65, "level": 3, "span": "(a) If Gatherer fails to complete any facilities described Section 3.2(b) by the On-Line\nDeadline for such facilities and Gatherer elects to temporarily release such the applicable Dedicated Production under Section 3.2(b), then Producer may enter into a contract with a Third Party to provide services with respect to the\nDedicated Production that is anticipated to be serviced by the new facilities if the term of such contract does not exceed three Months (and may be renewed in three-Month increments until such time as Gatherer has completed the applicable\nfacilities). If any such contract is in effect with respect to any Well, Producer will not be obligated to connect such Well to the System until the first Day of the Month following expiration of such contract."} +{"idx": 65, "level": 3, "span": "(b) If at any time, (i) Producer fails to deliver a Development Report on or before the applicable deadline set forth in\nSection 3.1(a), (ii) a Development Report delivered by Producer failed to describe any Well, or (iii) the average rate of production at any Receipt Point described in the then-applicable Development Report exceeds Producer’s\nforecast for such Receipt Point set forth in such Development Report, and as a result, Gatherer has not completed any new, modified, or enhanced facilities necessary to allow Gatherer to accept all of the Gas Tendered by Producer at a Receipt Point,\nthen (x) within a reasonable time after Gatherer becomes aware of the need for such new, modified, or enhanced facilities, Gatherer shall elect, in its sole discretion, whether to proceed with the development and completion of such facilities\nby providing notice to Producer, and (y) if Gatherer elects to proceed with the development and completion of such facilities, (1) Gatherer shall cause such facilities to be completed within a reasonable time after such election, and\n(2) pending the completion of such facilities, Gatherer may elect (in its reasonable discretion and in exchange for reasonable compensation) to permit Producer to enter into a contract with a Third Party as provided in Section 3.3(a) to\nprovide services with respect to the Dedicated Production that Gatherer is unable to accept."} +{"idx": 65, "level": 3, "span": "(a) Producer’s Grant of Easement\nProducer hereby grants to Gatherer, without warranty of title, either express\nor implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, an easement and right of way upon all lands constituting Dedicated Properties for the purpose of installing, using,\nmaintaining, servicing, inspecting, repairing, operating, replacing, disconnecting and removing all or any portion of the applicable Individual System, including all pipelines, meters and other equipment necessary for the performance by Gatherer of\nthis Agreement. If necessary, Producer agrees to use commercially reasonable efforts to assign to Gatherer rights under any Lease to the extent such assignment is necessary to grant such easement and right of way. Any property of Gatherer placed in\nor upon such lands shall remain the property of Gatherer and may be disconnected or removed by Gatherer at any time for any reason. Gatherer shall release, protect, defend, indemnify and hold harmless Producer Group from and against all Losses\narising out of or in connection with Gatherer’s use of or operations on the easement and right-of-way granted under this Section 3.6(a), except to the extent that\nsuch Losses are caused by the gross negligence or willful misconduct of any member of Gatherer Group."} +{"idx": 65, "level": 3, "span": "(b) Producer Does Not Have\nObligation to Maintain. Producer shall not have a duty to maintain in force and effect any underlying agreements (such as any lease, easement, or surface use agreement) that the grants of easements or rights of way by Producer to Gatherer under\nSection 3.6(a) are based upon, and such grants of easements or rights of way will terminate if Producer loses its rights to the applicable property, regardless of the reason for such loss of rights."} +{"idx": 65, "level": 3, "span": "(c) Gatherer Does Not Have Obligation to Maintain\nGatherer shall not have a duty to maintain in force and effect any underlying\nagreements that the grants of easements or rights of way by Gatherer to Producer pursuant to Section 3.6(a) are based upon, and such grants of easements or rights of way will terminate if Gatherer loses its rights to the applicable property,\nregardless of the reason for such loss of rights."} +{"idx": 65, "level": 3, "span": "(d) No Interference\nGatherer’s exercise of the rights granted to Gatherer by\nProducer pursuant to this Section 3.6 shall not unreasonably interfere with Producer’s operations or with the rights of owners in fee with respect to the applicable lands, and such rights will be exercised in material\ncompliance with all applicable Laws and the safety and other reasonable access requirements of Producer."} +{"idx": 65, "level": 2, "span": "ARTICLE 4"} +{"idx": 65, "level": 2, "span": "TENDER, NOMINATION, AND GATHERING OF PRODUCTION\nSection 4.1 Tender of Dedicated Production.\nEach Day during the Term, Producer shall Tender to the Individual System at each applicable Receipt Point all of the Dedicated Production\navailable to Producer at such Receipt Point.\nSection 4.2 Services; Service Standard.\n(a) Services. Subject to the provisions of this Agreement, Gatherer shall (i) provide Services for all Gas that is Tendered by\nProducer to Gatherer at the applicable Receipt Point, (ii) redeliver to Producer or for the benefit of Producer at the relevant Delivery Point (as designated by Producer) such Gas with an equivalent Thermal Content and hydrocarbon constituent\ncomposition as the Gas received at the Receipt Point (as may be increased by any Flash Gas delivered into the System), less the Thermal Content of Drip Condensate, less System L&U allocated to Producer in accordance with this Agreement, less\nsuch Gas consumed as Other System Fuel or System Fuel allocated to Producer in accordance with this Agreement, less such Gas consumed as Process Flare, and (iii) cause the System to be able to flow such Gas at volumes produced into each\nIndividual System, in each case, so long as total crude volumes for the respective Individual System are not greater than the current capacity of the System.\n(b) Services Standard. Gatherer shall own and operate the System and perform the Services in a good and workmanlike manner in\naccordance with standards customary in the industry.\n(c) System for Other Gathering. Producer acknowledges that Gatherer has\nconstructed facilities and may construct additional facilities to accommodate Other Services on the same property as the Individual System (including but not limited to the Crude Oil Gathering System). To the extent required for the efficient\noperation of such facilities together with the Individual System, Gatherer may use Gas to the extent and as further described, including compensation, if any, in Article 5.\nSection 4.3 Nominations, Scheduling, Balancing and Curtailment. Nominations, scheduling, and balancing of Gas available for, and\ninterruptions and curtailment of, Services under this Agreement shall be performed in accordance with the applicable Operating Terms and Conditions set forth in Schedule A.\n- 22 -\nSection 4.4 Suspension/Shutdown of Service.\n(a) Shutdown. During any period when all or any portion of the Individual System is shut down (i) because of maintenance, repairs,\nor Force Majeure, (ii) because such shutdown is necessary to avoid injury or harm to Persons or property, to the environment or to the integrity of all or any portion of the Individual System, or (iii) because providing Services hereunder\nhas become uneconomic as further described in Section 12.2, Gatherer may interrupt or curtail receipts of Producer’s Gas and/or Drip Condensate and the Gas and/or Drip Condensate of other producers as set forth herein.\nIn such cases Gatherer shall have no liability to Producer (subject to Section 4.4(d) and Section 12.2), except to the extent such shutdown is caused by the gross negligence or willful misconduct of Gatherer;\nprovided that Gatherer shall have no liability for any special, indirect, or consequential damages. If Gatherer is required to so interrupt or curtail receipts of Gas and/or Drip Condensate, Gatherer will advise (by telephone, following up by\nwriting, which writing may be in the form of electronic mail) Producer of such interruption or curtailment as soon as practicable or in any event within twenty-four hours after the occurrence of such event.\n(b) Planned Curtailments and Interruptions.\n(i) Gatherer shall have the right to curtail or interrupt receipts and deliveries of Gas and Drip Condensate for brief periods\nto perform necessary maintenance of and repairs or modifications (including modifications required to perform its obligations under this Agreement) to the Individual System; provided, however, that to the extent reasonably practicable, Gatherer\nshall coordinate its maintenance, repair and modification operations with the operations of Producer and, in any case, will use its reasonable efforts to schedule maintenance, repair and modification operations so as to avoid or minimize to the\ngreatest extent possible service curtailments or interruptions.\n(ii) Gatherer shall provide Producer (x) with 10 Days\nprior notice of any upcoming normal and routine maintenance, repair and modification projects that Gatherer has planned that would result in a curtailment or interruption of Producer’s deliveries and the estimated time period for such\ncurtailment or interruption and (y) with six Months prior notice of any maintenance (A) of which Gatherer has knowledge at least six Months in advance and (B) that is anticipated to result in a curtailment or interruption of\nProducer’s deliveries for five or more consecutive Days.\n(c) Other Operations. It is specifically understood by Producer that\noperations and activities on facilities upstream or downstream of the Individual System beyond Gatherer’s control may impact operations on the Individual System, and the Parties agree that Gatherer shall have no liability for any operations or\nactivities upstream or downstream of the Individual System.\n(d) Temporary Release. If at any time Gatherer interrupts or curtails\nreceipts and deliveries of Gas pursuant to this Section 4.4 for a period of 30 consecutive Days, then at\n- 23 -\nProducer’s written request, the affected volumes of Gas shall be temporarily released from dedication to this Agreement commencing as of the date of such request and ending on the date\ndescribed in Section 2.4(b).\nSection 4.5 Marketing and Transportation. As between the Parties, Producer shall be\nsolely responsible, and shall make all necessary arrangements at and downstream of the Delivery Points, for the receipt, further transportation, and marketing of Producer’s owned and Controlled Gas delivered hereunder.\nSection 4.6 No Prior Flow of Gas in Interstate Commerce. Producer represents and warrants that at the time of Tender, none of the\nGas delivered at a Receipt Point hereunder has flowed in interstate commerce."} +{"idx": 65, "level": 3, "span": "(a) Services\nSubject to the provisions of this Agreement, Gatherer shall (i) provide Services for all Gas that is Tendered by\nProducer to Gatherer at the applicable Receipt Point, (ii) redeliver to Producer or for the benefit of Producer at the relevant Delivery Point (as designated by Producer) such Gas with an equivalent Thermal Content and hydrocarbon constituent\ncomposition as the Gas received at the Receipt Point (as may be increased by any Flash Gas delivered into the System), less the Thermal Content of Drip Condensate, less System L&U allocated to Producer in accordance with this Agreement, less\nsuch Gas consumed as Other System Fuel or System Fuel allocated to Producer in accordance with this Agreement, less such Gas consumed as Process Flare, and (iii) cause the System to be able to flow such Gas at volumes produced into each\nIndividual System, in each case, so long as total crude volumes for the respective Individual System are not greater than the current capacity of the System."} +{"idx": 65, "level": 3, "span": "(b) Services Standard\nGatherer shall own and operate the System and perform the Services in a good and workmanlike manner in\naccordance with standards customary in the industry."} +{"idx": 65, "level": 3, "span": "(c) System for Other Gathering\nProducer acknowledges that Gatherer has\nconstructed facilities and may construct additional facilities to accommodate Other Services on the same property as the Individual System (including but not limited to the Crude Oil Gathering System). To the extent required for the efficient\noperation of such facilities together with the Individual System, Gatherer may use Gas to the extent and as further described, including compensation, if any, in Article 5."} +{"idx": 65, "level": 3, "span": "(a) Shutdown\nDuring any period when all or any portion of the Individual System is shut down (i) because of maintenance, repairs,\nor Force Majeure, (ii) because such shutdown is necessary to avoid injury or harm to Persons or property, to the environment or to the integrity of all or any portion of the Individual System, or (iii) because providing Services hereunder\nhas become uneconomic as further described in Section 12.2, Gatherer may interrupt or curtail receipts of Producer’s Gas and/or Drip Condensate and the Gas and/or Drip Condensate of other producers as set forth herein.\nIn such cases Gatherer shall have no liability to Producer (subject to Section 4.4(d) and Section 12.2), except to the extent such shutdown is caused by the gross negligence or willful misconduct of Gatherer;\nprovided that Gatherer shall have no liability for any special, indirect, or consequential damages. If Gatherer is required to so interrupt or curtail receipts of Gas and/or Drip Condensate, Gatherer will advise (by telephone, following up by\nwriting, which writing may be in the form of electronic mail) Producer of such interruption or curtailment as soon as practicable or in any event within twenty-four hours after the occurrence of such event."} +{"idx": 65, "level": 3, "span": "(b) Planned Curtailments and Interruptions."} +{"idx": 65, "level": 4, "span": "(i) Gatherer shall have the right to curtail or interrupt receipts and deliveries of Gas and Drip Condensate for brief periods\nto perform necessary maintenance of and repairs or modifications (including modifications required to perform its obligations under this Agreement) to the Individual System; provided, however, that to the extent reasonably practicable, Gatherer\nshall coordinate its maintenance, repair and modification operations with the operations of Producer and, in any case, will use its reasonable efforts to schedule maintenance, repair and modification operations so as to avoid or minimize to the\ngreatest extent possible service curtailments or interruptions."} +{"idx": 65, "level": 4, "span": "(ii) Gatherer shall provide Producer (x) with 10 Days\nprior notice of any upcoming normal and routine maintenance, repair and modification projects that Gatherer has planned that would result in a curtailment or interruption of Producer’s deliveries and the estimated time period for such\ncurtailment or interruption and (y) with six Months prior notice of any maintenance (A) of which Gatherer has knowledge at least six Months in advance and (B) that is anticipated to result in a curtailment or interruption of\nProducer’s deliveries for five or more consecutive Days."} +{"idx": 65, "level": 3, "span": "(c) Other Operations\nIt is specifically understood by Producer that\noperations and activities on facilities upstream or downstream of the Individual System beyond Gatherer’s control may impact operations on the Individual System, and the Parties agree that Gatherer shall have no liability for any operations or\nactivities upstream or downstream of the Individual System."} +{"idx": 65, "level": 3, "span": "(d) Temporary Release\nIf at any time Gatherer interrupts or curtails\nreceipts and deliveries of Gas pursuant to this Section 4.4 for a period of 30 consecutive Days, then at"} +{"idx": 65, "level": 2, "span": "ARTICLE 5"} +{"idx": 65, "level": 2, "span": "FEES\nSection 5.1\nFees. Producer shall pay Gatherer each Month in accordance with the terms of this Agreement, for all Services provided by Gatherer with respect to Dedicated Production received by Gatherer from Producer or for Producer’s account during\nsuch Month, an amount, for each Individual System, equal to the sum of (i) the product of (x) the aggregate quantity of such Gas, stated in MMBtu, received by Gatherer from Producer or for Producer’s account at the applicable Receipt\nPoints for such Gas within the applicable Individual System during such Month multiplied by (y) the applicable Individual Fee, plus (ii) an amount equal to Producer’s allocated portion of the actual costs incurred by Gatherer for\nelectricity required to provide Services, such allocation to be based upon the aggregate quantities of Gas received by Gatherer.\nSection 5.2 Fee Adjustments \n(a) Redetermination.\n(i) Redetermination Proposal. Between November 1 and December 31 of any Year, Gatherer may prepare and deliver\nto Producer for its review and comment a written proposal (each, a “Redetermination Proposal”) to redetermine each Individual Fee in accordance with this Section 5.2(a). Each Redetermination Proposal shall include relevant\nsupporting documentation based upon the latest updated Development Report and System Plan and shall take into account future items including projected production volumes, operating revenue projections, and budgeted amounts for capital expenditures\nand all estimated operating expenses that Gatherer believes will be necessary to provide the applicable Services as contemplated by the latest updated Development Report and System Plan; provided that a redetermined Individual Fee as agreed to by\nthe Parties (a “Redetermined Individual Fee”) shall not recoup the difference between (A) estimated operating expenses or revenues and (B) actual operating expenses or revenues for periods prior to the effective date of\nsuch Redetermined Individual Fee. The Parties may agree to redetermine a particular Individual Fee without obligation to agree to redetermine any other Individual Fee.\n- 24 -\n(ii) Subsequent Redetermination Timing. Any Redetermined Individual Fee\nagreed to by the Parties on or prior to the last Business Day of February of the applicable Adjustment Year (“Redetermination Deadline”) shall become effective as of the first Day of the Month following the Month in which agreement\nhas been reached. If the Parties fail to agree upon a redetermination of any Individual Fee set forth in the applicable Redetermination Proposal on or prior to the Redetermination Deadline, such Individual Fee shall remain in effect without\nredetermination pursuant to this Section 5.2(a). For purposes of this Section 5.2(a)(ii), the Year during which a Redetermination Proposal is delivered is herein the “Delivery Year” and the immediately subsequent Year\nis herein the “Adjustment Year”.\n(b) Annual Escalation. Effective as of January 1 of each Year, the\nIndividual Fee will be increased by multiplying the then-applicable Individual Fee by the Escalation Percentage (herein, the “Increase in Fee”) and adding the then-applicable Individual Fee to the Increase in Fee. Such annual\nincrease to the Individual Fee shall become effective on January 1 of the applicable Year, even if such Individual Fee was redetermined pursuant to Section 5.2(a), with an effective date during the same Year.\n(c) Target Pressures. Gatherer shall use its commercially reasonable efforts to maintain the Daily arithmetic average operating\npressure of the system pressures at the Target Pressure.\n(d) Other Fee Adjustments. The amount invoiced by Gatherer hereunder may\nbe adjusted to reflect other adjustments expressly set forth in this Agreement, including pursuant to Section 6.2 and Section 12.1.\n(e) Reinjection Volumes and Buy-Back. Pursuant to Producer’s reservations under Section\n2.3(b), Gatherer shall ensure that the volumes measured at the applicable Receipt Point shall not include the volumes used by or returned to Producer for use in connection with Producer’s lease operations (including, but not limited to,\nProducer’s reservoir pressure maintenance operations) and water treatment facility operations. Gas volumes used for lease operations and water treatment facility operations shall be deducted from the measured Receipt Point volumes. It is the\nexpress intent of the Parties that Producer shall not pay the Individual Fee on gas used for lease and water treatment facility operations more than once, even if some portion of the gas reserved for such operations passes through the applicable\nIndividual System more than once, whether as a result of reinjection, recycling, buy back or other similar operation.\nSection 5.3\nTreatment of Byproducts, L&U, Fuel and Related Matters. The Producer and Gatherer acknowledge that the fees chargeable by Gatherer pursuant to Section 5.1, as adjusted pursuant to\nSection 5.2, appropriately compensate Gatherer for Services and no separate fee shall be chargeable by Gatherer and no refund or reduction in the fee shall be chargeable by Producer for the hydrocarbons or services\ndescribed in this Section 5.3. The Producer and Gatherer acknowledge that the Transaction Documents among Producer and Gatherer are intended to be treated as a suite of documents. As such, pursuant to Article 9, the\nProducer may receive one invoice from Gatherer that details the amounts owed under this Agreement and each other Transaction Document to which Gatherer is a Party. In addition, Gatherer shall have no responsibility to allocate back Drip Condensate,\nFlash Gas, System L&U, System Fuel or Other\n- 25 -\nSystem Fuel to any particular Receipt Point, except as otherwise expressly stated in Section 1.8 of Schedule A. However, Gatherer shall prepare a Monthly Loss/ Gain Report that\ndetails the quantities of each of the following on a Monthly basis and shall deliver such Monthly Loss/ Gain Report as specified in Section 9.1(d).\n(a) Drip Condensate. Gatherer shall own, retain, and have the sole right to the proceeds from any sale of Drip Condensate collected in\nthe System, and Gatherer shall not pay Producer the proceeds from any such sale.. The Monthly Loss/ Gain Report shall include a statement of the Drip Condensate recovered by Gatherer.\n(b) Flash Gas. Gatherer shall deliver to Producer, each Month, all Flash Gas allocated to Producer or for Producer’s account by\ndelivering such Flash Gas into the System. The Parties acknowledge that there is no separate fee chargeable by Gatherer hereunder for Services with respect to Flash Gas and that the fees chargeable by Gatherer hereunder for Gas sufficiently\ncompensate Gatherer for Services with respect to Flash Gas. The Parties further acknowledge that (i) the Flash Gas is a byproduct of the Crude Oil gathered by Gatherer (which is among the services described hereunder as Other Services), (ii) at\nall times during the Term, Producer and Gatherer shall be party to both this Agreement and another Transaction Document that covers Crude Oil and (iii) the Producer shall not owe any amount under any other Transaction Document to which Gatherer\nis a Party as a result of the Flash Gas being delivered into the System. The Monthly Loss/ Gain Report shall include a statement of the Flash Gas recovered by Gatherer and returned to Producer, as measured in the Measuring Device at the point where\nFlash Gas is received into the System.\n(c) System L&U. No adjustment to the Services Fee will be made for System L&U.\n(i) Gatherer will perform a Monthly material balance for each Individual System based on comparison of Gas delivered to the Gas\nreceived into the applicable Individual System at Receipt Points (or, with respect to Flash Gas, such other receipt points).\n(ii) If, during any Month, System L&U on an Individual System exceeds 2.00% of either energy or volumes of Producer’s\nowned or Controlled Gas delivered to the Individual System in such Month, then Gatherer will, for the respective Individual System, obtain updated test data from the Receipt Points in the applicable Individual System and conduct a field-wide (on an\nIndividual System basis) meter inspection and calibration followed by an updated balance. If Gatherer determines that a repair to the Individual System is needed to reduce the System L&U below 2.00%, Gatherer shall undertake such repairs in a\ncommercially reasonable manner and as soon after making such determination as is commercially reasonable.\n(iii) Gatherer\nshall provide Producer with prior notice of, and reasonable access to observe, any such field-wide meter balance.\n(iv) The\nMonthly Loss/ Gain Report shall include a statement of the System L&U.\n- 26 -\n(d) System Fuel and Other System Fuel. Gatherer shall account for the actual fuel used by\nGatherer in the operation of the Individual System, and such accounting shall detail whether such fuel is System Fuel or Other System Fuel (and, if Other System Fuel, whether for the account of Crude Oil, water or other product). The Parties\nacknowledge that the Producer shall not be reimbursed for System Fuel or Other System Fuel; provided that if during any Month, the Producer does not deliver to Gatherer Crude Oil under any Transaction Document to which Gatherer is a Party, then\nGatherer shall calculate the value of the Other System Fuel used during the applicable Month based on the price of Gas received by Producer during such Month and such amount shall appear as a reduction in the Fees within 90 days of the end of the\napplicable Month. The Monthly Loss/ Gain Report shall include a statement of the System Fuel and the Other System Fuel."} +{"idx": 65, "level": 3, "span": "(a) Redetermination."} +{"idx": 65, "level": 4, "span": "(i) Redetermination Proposal\nBetween November 1 and December 31 of any Year, Gatherer may prepare and deliver\nto Producer for its review and comment a written proposal (each, a “Redetermination Proposal”) to redetermine each Individual Fee in accordance with this Section 5.2(a). Each Redetermination Proposal shall include relevant\nsupporting documentation based upon the latest updated Development Report and System Plan and shall take into account future items including projected production volumes, operating revenue projections, and budgeted amounts for capital expenditures\nand all estimated operating expenses that Gatherer believes will be necessary to provide the applicable Services as contemplated by the latest updated Development Report and System Plan; provided that a redetermined Individual Fee as agreed to by\nthe Parties (a “Redetermined Individual Fee”) shall not recoup the difference between (A) estimated operating expenses or revenues and (B) actual operating expenses or revenues for periods prior to the effective date of\nsuch Redetermined Individual Fee. The Parties may agree to redetermine a particular Individual Fee without obligation to agree to redetermine any other Individual Fee."} +{"idx": 65, "level": 4, "span": "(ii) Subsequent Redetermination Timing\nAny Redetermined Individual Fee\nagreed to by the Parties on or prior to the last Business Day of February of the applicable Adjustment Year (“Redetermination Deadline”) shall become effective as of the first Day of the Month following the Month in which agreement\nhas been reached. If the Parties fail to agree upon a redetermination of any Individual Fee set forth in the applicable Redetermination Proposal on or prior to the Redetermination Deadline, such Individual Fee shall remain in effect without\nredetermination pursuant to this Section 5.2(a). For purposes of this Section 5.2(a)(ii), the Year during which a Redetermination Proposal is delivered is herein the “Delivery Year” and the immediately subsequent Year\nis herein the “Adjustment Year”."} +{"idx": 65, "level": 3, "span": "(b) Annual Escalation\nEffective as of January 1 of each Year, the\nIndividual Fee will be increased by multiplying the then-applicable Individual Fee by the Escalation Percentage (herein, the “Increase in Fee”) and adding the then-applicable Individual Fee to the Increase in Fee. Such annual\nincrease to the Individual Fee shall become effective on January 1 of the applicable Year, even if such Individual Fee was redetermined pursuant to Section 5.2(a), with an effective date during the same Year."} +{"idx": 65, "level": 3, "span": "(c) Target Pressures\nGatherer shall use its commercially reasonable efforts to maintain the Daily arithmetic average operating\npressure of the system pressures at the Target Pressure."} +{"idx": 65, "level": 3, "span": "(d) Other Fee Adjustments\nThe amount invoiced by Gatherer hereunder may\nbe adjusted to reflect other adjustments expressly set forth in this Agreement, including pursuant to Section 6.2 and Section 12.1."} +{"idx": 65, "level": 3, "span": "(e) Reinjection Volumes and Buy-Back\nPursuant to Producer’s reservations under Section\n2.3(b), Gatherer shall ensure that the volumes measured at the applicable Receipt Point shall not include the volumes used by or returned to Producer for use in connection with Producer’s lease operations (including, but not limited to,\nProducer’s reservoir pressure maintenance operations) and water treatment facility operations. Gas volumes used for lease operations and water treatment facility operations shall be deducted from the measured Receipt Point volumes. It is the\nexpress intent of the Parties that Producer shall not pay the Individual Fee on gas used for lease and water treatment facility operations more than once, even if some portion of the gas reserved for such operations passes through the applicable\nIndividual System more than once, whether as a result of reinjection, recycling, buy back or other similar operation."} +{"idx": 65, "level": 3, "span": "(a) Drip Condensate\nGatherer shall own, retain, and have the sole right to the proceeds from any sale of Drip Condensate collected in\nthe System, and Gatherer shall not pay Producer the proceeds from any such sale.. The Monthly Loss/ Gain Report shall include a statement of the Drip Condensate recovered by Gatherer."} +{"idx": 65, "level": 3, "span": "(b) Flash Gas\nGatherer shall deliver to Producer, each Month, all Flash Gas allocated to Producer or for Producer’s account by\ndelivering such Flash Gas into the System. The Parties acknowledge that there is no separate fee chargeable by Gatherer hereunder for Services with respect to Flash Gas and that the fees chargeable by Gatherer hereunder for Gas sufficiently\ncompensate Gatherer for Services with respect to Flash Gas. The Parties further acknowledge that (i) the Flash Gas is a byproduct of the Crude Oil gathered by Gatherer (which is among the services described hereunder as Other Services), (ii) at\nall times during the Term, Producer and Gatherer shall be party to both this Agreement and another Transaction Document that covers Crude Oil and (iii) the Producer shall not owe any amount under any other Transaction Document to which Gatherer\nis a Party as a result of the Flash Gas being delivered into the System. The Monthly Loss/ Gain Report shall include a statement of the Flash Gas recovered by Gatherer and returned to Producer, as measured in the Measuring Device at the point where\nFlash Gas is received into the System."} +{"idx": 65, "level": 3, "span": "(c) System L&U\nNo adjustment to the Services Fee will be made for System L&U."} +{"idx": 65, "level": 4, "span": "(i) Gatherer will perform a Monthly material balance for each Individual System based on comparison of Gas delivered to the Gas\nreceived into the applicable Individual System at Receipt Points (or, with respect to Flash Gas, such other receipt points)."} +{"idx": 65, "level": 4, "span": "(ii) If, during any Month, System L&U on an Individual System exceeds 2.00% of either energy or volumes of Producer’s\nowned or Controlled Gas delivered to the Individual System in such Month, then Gatherer will, for the respective Individual System, obtain updated test data from the Receipt Points in the applicable Individual System and conduct a field-wide (on an\nIndividual System basis) meter inspection and calibration followed by an updated balance. If Gatherer determines that a repair to the Individual System is needed to reduce the System L&U below 2.00%, Gatherer shall undertake such repairs in a\ncommercially reasonable manner and as soon after making such determination as is commercially reasonable."} +{"idx": 65, "level": 4, "span": "(iii) Gatherer\nshall provide Producer with prior notice of, and reasonable access to observe, any such field-wide meter balance."} +{"idx": 65, "level": 4, "span": "(iv) The\nMonthly Loss/ Gain Report shall include a statement of the System L&U."} +{"idx": 65, "level": 3, "span": "(d) System Fuel and Other System Fuel\nGatherer shall account for the actual fuel used by\nGatherer in the operation of the Individual System, and such accounting shall detail whether such fuel is System Fuel or Other System Fuel (and, if Other System Fuel, whether for the account of Crude Oil, water or other product). The Parties\nacknowledge that the Producer shall not be reimbursed for System Fuel or Other System Fuel; provided that if during any Month, the Producer does not deliver to Gatherer Crude Oil under any Transaction Document to which Gatherer is a Party, then\nGatherer shall calculate the value of the Other System Fuel used during the applicable Month based on the price of Gas received by Producer during such Month and such amount shall appear as a reduction in the Fees within 90 days of the end of the\napplicable Month. The Monthly Loss/ Gain Report shall include a statement of the System Fuel and the Other System Fuel."} +{"idx": 65, "level": 2, "span": "ARTICLE 6"} +{"idx": 65, "level": 2, "span": "QUALITY AND PRESSURE SPECIFICATIONS\nSection 6.1 Quality Specifications.\n(a) Subject to Section 6.2 below, all Gas delivered at the Receipt Points by Producer to Gatherer shall meet the\nquality specifications set forth in Section 1.1 of Schedule A, except, with respect to any Individual System for which different quality specifications are set forth in the applicable Agreement Addendum, such\nspecifications that are set out in the applicable Agreement Addendum shall control. If Producer’s Gas delivered to the Receipt Points complies with such quality specifications or, after blending in accordance with the second sentence of\nSection 6.2, otherwise complies such specifications, then all Gas redelivered at the Delivery Points by Gatherer to Producer shall meet the quality specifications applicable at the relevant Delivery Points. Subject\nto Section 6.1(b), Gatherer may commingle Gas received into the Individual System may be commingled with other Gas shipments and, subject to Gatherer’s obligation to redeliver to Producer at the Delivery Points Gas that satisfies the\napplicable quality specifications of the Delivery Points, (i) such Gas shall be subject to such changes in quality, composition and other characteristics as may result from such commingling, (ii) Gatherer shall have no other obligation to\nProducer associated with changes in quality of Gas as the result of such commingling and (iii) Gatherer shall have the right to change the quality specifications to comply with any changes in the Downstream Facility specifications.\n(b) Gatherer shall establish a quality bank with respect to Gas transported within the same common stream. Such quality bank shall initially\napply only to the API gravity of Gas transported within the same common stream. Gatherer shall have the right to expand such quality bank to also apply to the sulphur content of Gas transported within the same common stream. All shippers shall be\nrequired to participate in the quality bank. The quality bank (i) shall be administered by an entity to be designated by Gatherer, which may be Gatherer, (“Administrator”), and such Administrator shall calculate, collect, and\nremit monetary adjustments among all shippers tendering within the common streams from changes in specified constituents (i.e., API gravity and/or sulphur, as applicable) for which such quality bank is established and which result from common stream\noperations, and (ii) each shipper shall pay the Administrator the computed quality adjustments due from such shipper in accordance with the quality bank policy.\n- 27 -\nSection 6.2 Failure to Meet Specifications. If any Gas Tendered by Producer to the\nIndividual System fails at any time to conform to the applicable specifications, then Gatherer will have the right to immediately discontinue receipt of such non-conforming Gas and shall notify Producer of the\nspecifications violation within twenty-four (24) hours. Gatherer agrees to use commercially reasonable efforts to blend and commingle such non-conforming Gas with other Gas in the Individual System so\nthat it meets the applicable specifications. Gatherer may charge Producer a reasonable fee to compensate Gatherer for its use of commercially reasonable efforts to cause such Gas Tendered by Producer to conform to the applicable specifications.\nProducer will promptly undertake commercially reasonable measures to eliminate the cause of such non-conformance and will indemnify, defend, and hold harmless Gatherer from and against all Losses suffered or\nincurred by Gatherer as a result of, arising out of, or caused by the delivery of non-conforming Gas by Producer with respect to which Producer does not notify Gatherer of such\nnon-conformance before Tendering such Gas to Gatherer.\nSection 6.3 Pressure. Producer\nshall Tender or cause to be Tendered Gas to each applicable Receipt Point at sufficient pressure to enter the applicable Individual System, but not in excess of the MAOP set forth in the design documents for the applicable Individual System as shown\nin the applicable Agreement Addendum (which such maximum operating pressure shall be sufficient to permit such Gas to enter the Individual System and the Downstream Facilities but not higher than the MAOP of the Downstream Facilities). Producer\nshall have the obligation to ensure that Gas is prevented from entering the System at pressures in excess of such MAOP, and Gatherer shall have the right to restrict or relieve the flow of Gas into the System to protect the System from over\npressuring. Gatherer shall install, own, operate and maintain compression facilities sufficient to deliver Producer’s owned and Controlled Gas into the applicable Delivery Points. Redeliveries of Gas by Gatherer to or for the account of\nProducer at the applicable Delivery Points shall be at such pressures as may exist from time to time in the System at the applicable Delivery Point. Gatherer’s obligation to redeliver Gas to a given Delivery Point shall be subject to the\noperational limitations of the Downstream Facilities receiving such Gas, including the Downstream Facility’s capacity, Gas measurement capability, operating pressures and any operational balancing agreements as may be applicable."} +{"idx": 65, "level": 3, "span": "(a) Subject to Section 6.2 below, all Gas delivered at the Receipt Points by Producer to Gatherer shall meet the\nquality specifications set forth in Section 1.1 of Schedule A, except, with respect to any Individual System for which different quality specifications are set forth in the applicable Agreement Addendum, such\nspecifications that are set out in the applicable Agreement Addendum shall control. If Producer’s Gas delivered to the Receipt Points complies with such quality specifications or, after blending in accordance with the second sentence of\nSection 6.2, otherwise complies such specifications, then all Gas redelivered at the Delivery Points by Gatherer to Producer shall meet the quality specifications applicable at the relevant Delivery Points. Subject\nto Section 6.1(b), Gatherer may commingle Gas received into the Individual System may be commingled with other Gas shipments and, subject to Gatherer’s obligation to redeliver to Producer at the Delivery Points Gas that satisfies the\napplicable quality specifications of the Delivery Points, (i) such Gas shall be subject to such changes in quality, composition and other characteristics as may result from such commingling, (ii) Gatherer shall have no other obligation to\nProducer associated with changes in quality of Gas as the result of such commingling and (iii) Gatherer shall have the right to change the quality specifications to comply with any changes in the Downstream Facility specifications."} +{"idx": 65, "level": 3, "span": "(b) Gatherer shall establish a quality bank with respect to Gas transported within the same common stream\nSuch quality bank shall initially\napply only to the API gravity of Gas transported within the same common stream. Gatherer shall have the right to expand such quality bank to also apply to the sulphur content of Gas transported within the same common stream. All shippers shall be\nrequired to participate in the quality bank. The quality bank (i) shall be administered by an entity to be designated by Gatherer, which may be Gatherer, (“Administrator”), and such Administrator shall calculate, collect, and\nremit monetary adjustments among all shippers tendering within the common streams from changes in specified constituents (i.e., API gravity and/or sulphur, as applicable) for which such quality bank is established and which result from common stream\noperations, and (ii) each shipper shall pay the Administrator the computed quality adjustments due from such shipper in accordance with the quality bank policy."} +{"idx": 65, "level": 2, "span": "ARTICLE 7"} +{"idx": 65, "level": 2, "span": "TERM\nSection 7.1 Term. This Agreement shall commence on the Effective Date, and this Agreement shall remain in effect until\nthe 10th anniversary of the Effective Date (the “Initial Term”) and thereafter on a Year to Year basis until terminated by Gatherer or Producer effective upon the expiration of the Initial Term or the expiration of any Year\nthereafter upon written notice no less than 90 Days prior to the expiration of the Initial Term or the expiration of any Year thereafter (such period of time, the “Term”).\nSection 7.2 Effect of Termination or Expiration of the Term. Upon the termination of the Term, this Agreement shall forthwith\nbecome void and the Parties shall have no liability or obligation under this Agreement, except that (a) the termination of this Agreement shall not relieve any Party from any expense, liability or other obligation or remedy therefor that has\naccrued or attached prior to the date of such termination, (b) the provisions of Section 6.2, this\n- 28 -"} +{"idx": 65, "level": 2, "span": "Section 7.2, Section 8.1, Article 14 and Section 16.1 through Section 16.10 shall\nsurvive such termination and remain in full force and effect indefinitely, and (c) Section 9.4 and Section 16.11\n shall survive such termination and remain in full force and effect for the period of time\nspecified in such Sections. "} +{"idx": 65, "level": 2, "span": "ARTICLE 8"} +{"idx": 65, "level": 2, "span": "TITLE AND CUSTODY\nSection 8.1 Title. A nomination of Gas by Producer shall be deemed a warranty of title to such Gas by Producer or a warranty that\nProducer Controls the Gas and has the right to deliver such Gas for gathering under this Agreement, as applicable. Title to Gas shall not transfer to Gatherer by reason of Gatherer’s performance of the Services. By nominating Gas, Producer also\nagrees to indemnify, defend, and hold Gatherer harmless from any and all Losses resulting from any claims by a Third Party of title or rights to such Gas. If any claim is made challenging Producer’s right to deliver such Gas to Gatherer, then\nGatherer shall have the right to suspend receipt of deliveries of such Gas hereunder until such claim is finally resolved to the reasonable satisfaction of Gatherer.\nSection 8.2 Custody. From and after Producer’s delivery of Gas to Gatherer at the Receipt Point(s), and, until\nGatherer’s redelivery of such Gas to or for Producer’s account at the applicable Delivery Point(s), as between the Parties, Gatherer shall have custody and control of, and be responsible for, such Gas. In all other circumstances, as\nbetween the Parties, Producer shall be deemed to have custody and control of, and be responsible for, such Gas."} +{"idx": 65, "level": 2, "span": "ARTICLE 9"} +{"idx": 65, "level": 2, "span": "BILLING AND PAYMENT\nSection 9.1 Statements.\n(a) Ordinary Course. Gatherer shall submit invoices to Producer on or before the 25th Day after the end of a Month (the\n“Invoice Month”). Each invoice shall be accompanied by supporting information for all amounts charged by such invoice. All amounts owed for Services provided during an Invoice Month shall be reflected on the applicable invoice for\nsuch Invoice Month; provided that to the extent any amount appearing on an invoice is in respect of an amount paid by Gatherer to a Third Party (collectively, the “Reimbursed Amount”) or the calculation of such amount is contingent\non information provided by a Third Party (collectively, the “Conditional Amount”), such Reimbursed Amount and Conditional Amount shall be reflected on an invoice within 90 Days after the end of the Month in which such Reimbursed\nAmount was paid by Gatherer.\n(b) Other. If actual measurements of volumes of Dedicated Production are not available by the date\nstated in Section 9.1(a), then the invoice submitted by the date stated in Section 9.1(a), may be prepared and submitted based on Gatherer’s good faith estimate of the volumes of Dedicated Production received in the applicable\nInvoice Month. If Gatherer submits an invoice\n- 29 -\nbased on estimated volumes, Gatherer shall prepare and submit to Producer an invoice based on actual measurements on or before the close of business of the 40th Day after the applicable Invoice\nMonth, together with a reconciliation to the invoice submitted based on Gatherer’s estimate.\n(c) Detail. Gatherer’s\ninvoices and supporting information shall include information reasonably sufficient to explain and support any estimates and charges reflected therein, the reconciliation of any estimates made in a prior Month to the actual measurements for such\nMonth, and any adjustments to prior period volumes and quantities.\n(d) Monthly Loss/ Gain Report. Gatherer shall deliver to\nProducer, on or before the close of business of the 40th Day after the applicable Invoice Month a Monthly Loss/ Gain Report, which shall set forth the volumes specified in Section 5.3 and in Schedule A. If Gatherer elects,\nit may deliver such Monthly Loss/ Gain Report concurrently with the applicable invoice.\n(e) One Invoice; Netting. To the extent\nthat Gatherer and Producer are party to this Agreement and one or more other Transaction Documents, one invoice may be delivered in respect of all amounts owing under such Transaction Documents. The Parties shall net all undisputed amounts due and\nowing or past due and owing arising under the Transaction Documents to which Producer and Gatherer are parties such that the Party owing the greater amount shall make a single payment of the net amount to the other Party. To the extent possible, all\nfee adjustments set forth in Article 5 shall be accomplished by setoff or netting.\nSection 9.2 Payments.\n(a) Unless otherwise agreed by the Parties, all invoices under this Agreement shall be due and payable in accordance with each invoice’s\ninstructions on or before the later of the 30th Day of each Month and the 10th Day after receipt of the invoice or, if such Day is not a Business Day, then on the next Business Day. All payments by Producer under this Agreement shall be made by\nelectronic funds transfer to the account designated by Gatherer. Any amounts not paid by the due date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the due date but\nexcluding the date the delinquent amount is paid in full.\n(b) If Producer, in good faith, disputes the amount of any invoice of Gatherer,\nProducer will pay Gatherer such amount, if any, that is not in dispute and shall provide Gatherer notice, no later than 30 Days after the date that payment of such invoice would be due under Section 9.2(a), of the disputed amount accompanied\nby reasonable documentation to support Producer’s dispute. If Producer fails to provide notice of dispute within such 30-Day period, then Producer shall be deemed to have waived its right to dispute the\napplicable invoice, except for a dispute following an audit conducted in accordance with Section 9.4. Following Gatherer’s receipt of such dispute notice, Producer and Gatherer shall endeavor in good faith to resolve\nsuch dispute, and if the Parties are unable to resolve such dispute within a reasonable time, such dispute may be resolved in accordance with Section 16.6 of this Agreement. Upon resolution of the dispute, any required\npayment shall be made within 15 Days after such resolution, and such amount shall be paid along with interest accrued at the Interest Rate from and including the due date but excluding the date paid.\n- 30 -\nSection 9.3 Adequate Assurances. If (a) Producer fails to pay according to the\nprovisions hereof and such failure continues for a period of 5 Business Days after written notice of such failure is provided to Producer or (b) Gatherer has reasonable grounds for insecurity regarding the performance by Producer of any\nobligation under this Agreement, then Gatherer, by notice to Producer, may, singularly or in combination with any other rights it may have, demand Adequate Assurance of Performance from Producer. “Adequate Assurance of Performance”\nmeans, at the option of Producer, any of the following, (x) advance payment in cash by Producer to Gatherer for Services to be provided under this Agreement in the following Month or (y) delivery to Gatherer by Producer of an irrevocable\nstandby letter of credit or a performance bond, in form and substance reasonably acceptable to Gatherer, issued by a Credit-Worthy Person, in an amount equal to not less than the aggregate proceeds due from Producer under\nSection 9.1 for the prior 2-Month period. Promptly following the termination of the condition giving rise to Gatherer’s reasonable grounds for insecurity or payment in full of\namounts outstanding, as applicable, Gatherer shall release to Producer the cash, letter of credit, bond or other assurance provided by Producer (including any accumulated interest, if applicable, and less any amounts actually applied to cover\nProducer’s obligations hereunder).\nSection 9.4 Audit. Each Party has the right, at its sole expense and during normal\nworking hours, to examine the records of the other Party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made pursuant to the provisions of the Transaction Documents. The scope of such examination\nwill be limited to the 24 Months preceding the date such notice of audit, statement, charge or computation was presented. No Party may conduct more than one audit (taking all Transaction Documents to which Producer is a party together) of the other\nParty during any Year (except that, if a Party is in default hereunder, additional audits may be conducted during the continuance of such default). If any such examination reveals any inaccuracy in any statement or charge, the necessary adjustments\nin such statement or charge and the payments necessitated thereby shall be made within 60 Days of resolution of the inaccuracy. This provision of this Agreement will survive any termination of this Agreement for the later of (a) a period of 24\nMonths from the end of the Year in which the date of such termination occurred or (b) until a dispute initiated within the 24 Month period is finally resolved, in each case for the purpose of such statement and payment objections."} +{"idx": 65, "level": 3, "span": "(a) Ordinary Course\nGatherer shall submit invoices to Producer on or before the 25th Day after the end of a Month (the\n“Invoice Month”). Each invoice shall be accompanied by supporting information for all amounts charged by such invoice. All amounts owed for Services provided during an Invoice Month shall be reflected on the applicable invoice for\nsuch Invoice Month; provided that to the extent any amount appearing on an invoice is in respect of an amount paid by Gatherer to a Third Party (collectively, the “Reimbursed Amount”) or the calculation of such amount is contingent\non information provided by a Third Party (collectively, the “Conditional Amount”), such Reimbursed Amount and Conditional Amount shall be reflected on an invoice within 90 Days after the end of the Month in which such Reimbursed\nAmount was paid by Gatherer."} +{"idx": 65, "level": 3, "span": "(b) Other\nIf actual measurements of volumes of Dedicated Production are not available by the date\nstated in Section 9.1(a), then the invoice submitted by the date stated in Section 9.1(a), may be prepared and submitted based on Gatherer’s good faith estimate of the volumes of Dedicated Production received in the applicable\nInvoice Month. If Gatherer submits an invoice"} +{"idx": 65, "level": 3, "span": "(c) Detail\nGatherer’s\ninvoices and supporting information shall include information reasonably sufficient to explain and support any estimates and charges reflected therein, the reconciliation of any estimates made in a prior Month to the actual measurements for such\nMonth, and any adjustments to prior period volumes and quantities."} +{"idx": 65, "level": 3, "span": "(d) Monthly Loss/ Gain Report\nGatherer shall deliver to\nProducer, on or before the close of business of the 40th Day after the applicable Invoice Month a Monthly Loss/ Gain Report, which shall set forth the volumes specified in Section 5.3 and in Schedule A. If Gatherer elects,\nit may deliver such Monthly Loss/ Gain Report concurrently with the applicable invoice."} +{"idx": 65, "level": 3, "span": "(e) One Invoice; Netting\nTo the extent\nthat Gatherer and Producer are party to this Agreement and one or more other Transaction Documents, one invoice may be delivered in respect of all amounts owing under such Transaction Documents. The Parties shall net all undisputed amounts due and\nowing or past due and owing arising under the Transaction Documents to which Producer and Gatherer are parties such that the Party owing the greater amount shall make a single payment of the net amount to the other Party. To the extent possible, all\nfee adjustments set forth in Article 5 shall be accomplished by setoff or netting."} +{"idx": 65, "level": 3, "span": "(a) Unless otherwise agreed by the Parties, all invoices under this Agreement shall be due and payable in accordance with each invoice’s\ninstructions on or before the later of the 30th Day of each Month and the 10th Day after receipt of the invoice or, if such Day is not a Business Day, then on the next Business Day. All payments by Producer under this Agreement shall be made by\nelectronic funds transfer to the account designated by Gatherer. Any amounts not paid by the due date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the due date but\nexcluding the date the delinquent amount is paid in full."} +{"idx": 65, "level": 3, "span": "(b) If Producer, in good faith, disputes the amount of any invoice of Gatherer,\nProducer will pay Gatherer such amount, if any, that is not in dispute and shall provide Gatherer notice, no later than 30 Days after the date that payment of such invoice would be due under Section 9.2(a), of the disputed amount accompanied\nby reasonable documentation to support Producer’s dispute. If Producer fails to provide notice of dispute within such 30-Day period, then Producer shall be deemed to have waived its right to dispute the\napplicable invoice, except for a dispute following an audit conducted in accordance with Section 9.4. Following Gatherer’s receipt of such dispute notice, Producer and Gatherer shall endeavor in good faith to resolve\nsuch dispute, and if the Parties are unable to resolve such dispute within a reasonable time, such dispute may be resolved in accordance with Section 16.6 of this Agreement. Upon resolution of the dispute, any required\npayment shall be made within 15 Days after such resolution, and such amount shall be paid along with interest accrued at the Interest Rate from and including the due date but excluding the date paid."} +{"idx": 65, "level": 2, "span": "ARTICLE 10"} +{"idx": 65, "level": 2, "span": "REMEDIES\nSection 10.1 Suspension of Performance; Temporary Release from Dedication.\n(a) Suspension by Gatherer as Remedy for Payment Default. If Producer fails to pay any invoice rendered under Article 9, such\nfailure is not due to a good faith dispute by Producer in accordance with Section 9.2(b) and such failure is not remedied within 15 Business Days after Producer’s receipt of written notice of such failure from Gatherer, Gatherer shall\nhave the right, at its sole discretion, to suspend performance (including withholding any undisputed payments that are owed by Gatherer to Producer, and such withheld undisputed amounts shall not be subject to setoff under Section 9.1(e))\nunder this Agreement until such undisputed amount, including interest at the Interest Rate, is paid in full.\n- 31 -\n(b) Additional Suspensions as Remedies. If Producer fails to perform or comply with any\nmaterial warranty, covenant or obligation (other than as provided in Section 10.1(a)) contained in this Agreement and such failure has not been remedied within 60 Days after Producer’s receipt of written notice from Gatherer of such\nfailure, then Gatherer shall have the right to suspend performance under this Agreement.\n(c) Specific Performance and Declaratory\nJudgments. Damages in the event of breach of this Agreement by a Party hereto may be difficult, if not impossible, to ascertain. Therefore, each Party, in addition to and without limiting any other remedy or right it may have, will have the\nright to seek a declaratory judgment and will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the\nParties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any Party from\npursuing any other rights and remedies at law or in equity that such Party may have.\nSection 10.2 No Election. In the event\nof a default by a Party under this Agreement, the other Party shall be entitled in its sole discretion to pursue one or more of the remedies set forth in this Agreement, or such other remedy as may be available to it under this Agreement, at Law or\nin equity, subject, however, to the limitations set forth in Section 10.3 and Article 14. No election of remedies shall be required or implied as the result of a Party’s decision to avail itself of a remedy under this Agreement.\nSection 10.3 DIRECT DAMAGES. A PARTY’S DAMAGES RESULTING FROM A BREACH OR VIOLATION OF ANY REPRESENTATION, WARRANTY,\nCOVENANT, AGREEMENT OR CONDITION CONTAINED IN THIS AGREEMENT OR ANY ACT OR OMISSION ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL,\nCONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PRODUCTION, OR REVENUES, AND EACH PARTY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED,\nHOWEVER, THAT THIS LIMITATION TO DIRECT DAMAGES SHALL NOT APPLY TO ANY DAMAGE, CLAIM, OR LOSS (A) RESULTING FROM THE DELIVERY BY PRODUCER OF GAS NOT MEETING THE SPECIFICATIONS SET FORTH HEREIN, (B) ASSERTED BY OR AWARDED TO THIRD\nPARTIES AGAINST A PARTY AND FOR WHICH THE OTHER PARTY WOULD OTHERWISE BE RESPONSIBLE UNDER ARTICLE 14, OR (C) THAT PRODUCER WOULD OTHERWISE BE ENTITLED TO RECOVER UNDER SECTION 6.1."} +{"idx": 65, "level": 3, "span": "(a) Suspension by Gatherer as Remedy for Payment Default\nIf Producer fails to pay any invoice rendered under Article 9, such\nfailure is not due to a good faith dispute by Producer in accordance with Section 9.2(b) and such failure is not remedied within 15 Business Days after Producer’s receipt of written notice of such failure from Gatherer, Gatherer shall\nhave the right, at its sole discretion, to suspend performance (including withholding any undisputed payments that are owed by Gatherer to Producer, and such withheld undisputed amounts shall not be subject to setoff under Section 9.1(e))\nunder this Agreement until such undisputed amount, including interest at the Interest Rate, is paid in full."} +{"idx": 65, "level": 3, "span": "(b) Additional Suspensions as Remedies\nIf Producer fails to perform or comply with any\nmaterial warranty, covenant or obligation (other than as provided in Section 10.1(a)) contained in this Agreement and such failure has not been remedied within 60 Days after Producer’s receipt of written notice from Gatherer of such\nfailure, then Gatherer shall have the right to suspend performance under this Agreement."} +{"idx": 65, "level": 3, "span": "(c) Specific Performance and Declaratory\nJudgments. Damages in the event of breach of this Agreement by a Party hereto may be difficult, if not impossible, to ascertain. Therefore, each Party, in addition to and without limiting any other remedy or right it may have, will have the\nright to seek a declaratory judgment and will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the\nParties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any Party from\npursuing any other rights and remedies at law or in equity that such Party may have."} +{"idx": 65, "level": 2, "span": "ARTICLE 11"} +{"idx": 65, "level": 2, "span": "FORCE\nMAJEURE\nSection 11.1 Force Majeure. If either Gatherer or Producer is rendered unable by an event of Force Majeure to\ncarry out, in whole or part, its obligations under this Agreement and such Party gives notice (which notice may initially be delivered orally so long as written notice is\n- 32 -\ndelivered as soon as reasonably practicable thereafter) and reasonably full details of the event (including the nature, extent, effect, and likely duration of the event or circumstances\nconstituting the Force Majeure event) to the other Party as soon as practicable after the occurrence of the event, then, during the pendency of such Force Majeure, but only during that period, the obligations of the Party affected by the event shall\nbe canceled or suspended, as applicable, to the extent required; provided, however, that notwithstanding anything in the foregoing to the contrary, neither Party shall be relieved from any indemnification obligation or any obligation\nto make payments, as the result of Force Majeure, regardless of which Party is affected; provided further that if the Force Majeure impacts only a particular Facility Segment or Individual System, then the suspension of obligations described\nin this sentence shall apply only to the applicable Facility Segment or Individual System and not to the obligations owing in connection with the rest of the System. The Party affected by Force Majeure shall use commercially reasonable efforts to\nremedy the Force Majeure condition with all reasonable dispatch, shall give notice to the other Party of the termination of the Force Majeure, and shall resume performance of any suspended obligation promptly after termination of such Force Majeure.\nSection 11.2 Extension Due to Force Majeure. If a Party is unable to meet any deadline set forth herein as a result of a\nForce Majeure, then provided that such Party complies with the provisions of Section 12.1, such deadline shall be extended for a period of time equal to the period of time during which such Party is delayed due to the Force Majeure."} +{"idx": 65, "level": 2, "span": "ARTICLE 12"} +{"idx": 65, "level": 2, "span": "CHANGE IN\nLAW; UNECONOMIC SERVICE\nSection 12.1 Changes in Applicable Law.\n(a) If any new Laws are enacted or amended or any new interpretations in respect of previously existing Laws are issued after the Effective\nDate that require Gatherer to make capital expenditures with respect to the System, then Gatherer may propose an increase to the applicable Individual Fee as may be necessary or appropriate to preserve and continue for the Parties the rights and\nbenefits originally contemplated for the Parties by this Agreement; provided, however, that no increase to the applicable Individual Fee pursuant to this Section 13.1 shall be applicable unless and until Gatherer would be required to\nmake capital expenditures with respect to the System in order to comply with such new Law that materially and adversely affects the economics of the Services provided, fees received, or the other economic benefits of this Agreement for Gatherer.\n(b) Producer shall accept or reject, in its sole discretion, Gatherer’s proposed increase to the Individual Fee within 30 Days after\nreceiving such proposal from Gatherer. If Producer fails to provide notice of such acceptance or rejection within such 30-Day period, then Producer shall be deemed to have rejected such increase. If Producer\nrejects or is deemed to reject the amount of the proposed increase, then either Party may submit the determination of the proposed increase to binding arbitration in accordance with Section 16.6. The Parties will amend,\nupdate, or revise the applicable Agreement Addendum in accordance with this Agreement to reflect any changes in the applicable Individual Fees agreed to in accordance with this Section 12.1.\n(c) Producer and Gatherer shall use their commercially reasonable efforts to comply with new and amended applicable Laws and new\ninterpretations of existing Laws.\n- 33 -\nSection 12.2 Unprofitable Operations and Rights of Termination.\n(a) Existing Facilities. If (x) the gathering of Gas from any Wells, Separator Facilities or Receipt Points, (y) the delivery\nof Gas to any Delivery Points or (z) the provision of any other Service under this Agreement, is or becomes uneconomical due to its volume, quality, or for any other cause, then Gatherer shall not be obligated to provide the applicable Services\nso long as such condition exists. If Gatherer validly suspends Services under this Section 12.2(a) as a result of Producer’s (A) negligence, willful misconduct, or breach of this Agreement, (B) delivery of Gas that fails to\nmeet the quality specifications required by Section 6.1, or (C) execution of a plan of development that deviates from the then-applicable Development Report, then Gatherer may resume providing such Services at any\ntime, upon two months’ advance written notice delivered to Producer, and the affected Wells, Separator Facilities, Receipt Points, Drilling Units. For purposes of this Section 12.2(a), the term “uneconomical” shall include,\nwith respect to the gathering of Gas from any Well, Separator Facility, or Receipt Point, the delivery of Gas to any Delivery Point, or the provision of any other Service under this Agreement, that the actual, direct operating and maintenance\nexpenses incurred by Gatherer with respect thereto during any rolling three month period, including expenses charged to Gatherer by third parties providing services for Gatherer, exceed the total revenues received by Gatherer for Services rendered\nwith respect thereto during such period, as determined in accordance with generally accepted accounting principles.\n(b) Election not\nto Expand System. If Gatherer determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Producer, as described in Section 3.2, would be uneconomical, then Gatherer shall neither\nbe obligated to undertake such expansion nor to provide the applicable Services. Producer shall be entitled to a release of the applicable Planned Wells, Planned Separator Facilities and Dedicated Production pursuant to Section 2.4(a)(vi)\nimmediately upon Gatherer’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 12.2(d).\n(c) Start Date of Suspension of Services. Gatherer shall cause any suspension of Services permitted by this\nSection 12.2 to commence on the first Day of a Month and not on any other Day.\n(d) Supporting Documentation\nand Management Discussions. As soon as Gatherer determines that an expansion of the Individual System will not be economic or that continuing to provide Services at existing facilities has been rendered uneconomic, Gatherer shall communicate in\nwriting the same to Producer.\n(i) With respect to existing facilities, such notice shall be delivered to Producer at least\n180 Days in advance of any proposed curtailment under this Section 12.2 and such notice shall be accompanied by documentation supporting its claim that\n- 34 -\ncertain Services have become uneconomical. Commencing on the date on which such notice is delivered and continuing for 180 Days, Gatherer shall participate in Meetings of Senior Management if so\nrequested by Producer, so long as such Meetings of Senior Management are scheduled at mutually agreeable times and locations, in order to negotiate a transition of Services that will not materially adversely affect Producer. Such discussions may\ninclude the following matters and such other matters aimed at ameliorating the detrimental effects of Gatherer ceasing to provide Services: (A) purchase by Producer from Gatherer of the pipe, rights of way or other assets necessary for the\ntypes of services that otherwise would have been performed under this Agreement, (B) a continuation of the provision of Services hereunder by Gatherer for a period of time longer than the 180 Days required hereby in order to permit Producer\nsufficient time to take over operations or find an alternate midstream service provider and (C) adjustments to the Development Plan or rework certain Wells in order to address the concerns of Gatherer with respect to providing Services thereto.\nIn no event shall Gatherer’s obligation to be available for Meetings of Senior Management create an obligation on Gatherer to continue providing services past the 180 Days required hereby, and Gatherer is under no obligation to agree to any\namendments to this Agreement or modifications to the Services provided in order to accommodate requests of Producer during such negotiations. However, both Parties have an obligation to negotiate in good faith during such discussions.\n(ii) With respect to planned facilities, Gatherer shall indicate that providing Services to Planned Wells or Planned Separator\nFacilities is uneconomical by failing to include the necessary expansion projects in the applicable System Plan and shall provide supporting documentation for its determination that such expansion would be uneconomical, if requested by Producer. If\nGatherer delivers a System Plan (marked as “Final”) describing the necessary expansion projects, such delivery shall be deemed to be a commitment by Gatherer to complete such expansion without exercising its rights under Section\n12.2(b), so long as conditions (including anticipated throughput, pricing, the ability to obtain rights-of-way, Producer’s continued execution of the\nDevelopment Report, and any other factors deemed material by Gatherer) do not materially change; provided, however that upon the initiation of Services through such expansion project or through a component part of such expansion project, such\nexpansion (or applicable portion thereof) shall be considered “existing facilities” for purposes of this Section 12.2 and Gatherer shall have all of the rights set forth herein with respect to existing facilities\nthat become uneconomical. Nothing in this Section 12.2(d) shall give Producer a right to consent to a suspension under this Section 12.2.\n(e) No Obligation to Drill or Operate. Without limiting the right of Producer to revise the Development Report to eliminate any\nproposed Wells or Separator Facilities, nothing herein shall be construed to require Producer to drill or conduct any operations as to any Well, to continue to operate any Well, to place any new Separator Facility into service or to maintain the\noperation of any Separator Facility that a prudent operator would not in like circumstances drill or continue to operate.\n- 35 -"} +{"idx": 65, "level": 3, "span": "(a) If any new Laws are enacted or amended or any new interpretations in respect of previously existing Laws are issued after the Effective\nDate that require Gatherer to make capital expenditures with respect to the System, then Gatherer may propose an increase to the applicable Individual Fee as may be necessary or appropriate to preserve and continue for the Parties the rights and\nbenefits originally contemplated for the Parties by this Agreement; provided, however, that no increase to the applicable Individual Fee pursuant to this Section 13.1 shall be applicable unless and until Gatherer would be required to\nmake capital expenditures with respect to the System in order to comply with such new Law that materially and adversely affects the economics of the Services provided, fees received, or the other economic benefits of this Agreement for Gatherer."} +{"idx": 65, "level": 3, "span": "(b) Producer shall accept or reject, in its sole discretion, Gatherer’s proposed increase to the Individual Fee within 30 Days after\nreceiving such proposal from Gatherer. If Producer fails to provide notice of such acceptance or rejection within such 30-Day period, then Producer shall be deemed to have rejected such increase. If Producer\nrejects or is deemed to reject the amount of the proposed increase, then either Party may submit the determination of the proposed increase to binding arbitration in accordance with Section 16.6. The Parties will amend,\nupdate, or revise the applicable Agreement Addendum in accordance with this Agreement to reflect any changes in the applicable Individual Fees agreed to in accordance with this Section 12.1."} +{"idx": 65, "level": 3, "span": "(c) Producer and Gatherer shall use their commercially reasonable efforts to comply with new and amended applicable Laws and new\ninterpretations of existing Laws."} +{"idx": 65, "level": 3, "span": "(a) Existing Facilities\nIf (x) the gathering of Gas from any Wells, Separator Facilities or Receipt Points, (y) the delivery\nof Gas to any Delivery Points or (z) the provision of any other Service under this Agreement, is or becomes uneconomical due to its volume, quality, or for any other cause, then Gatherer shall not be obligated to provide the applicable Services\nso long as such condition exists. If Gatherer validly suspends Services under this Section 12.2(a) as a result of Producer’s (A) negligence, willful misconduct, or breach of this Agreement, (B) delivery of Gas that fails to\nmeet the quality specifications required by Section 6.1, or (C) execution of a plan of development that deviates from the then-applicable Development Report, then Gatherer may resume providing such Services at any\ntime, upon two months’ advance written notice delivered to Producer, and the affected Wells, Separator Facilities, Receipt Points, Drilling Units. For purposes of this Section 12.2(a), the term “uneconomical” shall include,\nwith respect to the gathering of Gas from any Well, Separator Facility, or Receipt Point, the delivery of Gas to any Delivery Point, or the provision of any other Service under this Agreement, that the actual, direct operating and maintenance\nexpenses incurred by Gatherer with respect thereto during any rolling three month period, including expenses charged to Gatherer by third parties providing services for Gatherer, exceed the total revenues received by Gatherer for Services rendered\nwith respect thereto during such period, as determined in accordance with generally accepted accounting principles."} +{"idx": 65, "level": 3, "span": "(b) Election not\nto Expand System. If Gatherer determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Producer, as described in Section 3.2, would be uneconomical, then Gatherer shall neither\nbe obligated to undertake such expansion nor to provide the applicable Services. Producer shall be entitled to a release of the applicable Planned Wells, Planned Separator Facilities and Dedicated Production pursuant to Section 2.4(a)(vi)\nimmediately upon Gatherer’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 12.2(d)."} +{"idx": 65, "level": 3, "span": "(c) Start Date of Suspension of Services\nGatherer shall cause any suspension of Services permitted by this\nSection 12.2 to commence on the first Day of a Month and not on any other Day."} +{"idx": 65, "level": 3, "span": "(d) Supporting Documentation\nand Management Discussions. As soon as Gatherer determines that an expansion of the Individual System will not be economic or that continuing to provide Services at existing facilities has been rendered uneconomic, Gatherer shall communicate in\nwriting the same to Producer."} +{"idx": 65, "level": 4, "span": "(i) With respect to existing facilities, such notice shall be delivered to Producer at least\n180 Days in advance of any proposed curtailment under this Section 12.2 and such notice shall be accompanied by documentation supporting its claim that"} +{"idx": 65, "level": 4, "span": "(ii) With respect to planned facilities, Gatherer shall indicate that providing Services to Planned Wells or Planned Separator\nFacilities is uneconomical by failing to include the necessary expansion projects in the applicable System Plan and shall provide supporting documentation for its determination that such expansion would be uneconomical, if requested by Producer. If\nGatherer delivers a System Plan (marked as “Final”) describing the necessary expansion projects, such delivery shall be deemed to be a commitment by Gatherer to complete such expansion without exercising its rights under Section\n12.2(b), so long as conditions (including anticipated throughput, pricing, the ability to obtain rights-of-way, Producer’s continued execution of the\nDevelopment Report, and any other factors deemed material by Gatherer) do not materially change; provided, however that upon the initiation of Services through such expansion project or through a component part of such expansion project, such\nexpansion (or applicable portion thereof) shall be considered “existing facilities” for purposes of this Section 12.2 and Gatherer shall have all of the rights set forth herein with respect to existing facilities\nthat become uneconomical. Nothing in this Section 12.2(d) shall give Producer a right to consent to a suspension under this Section 12.2."} +{"idx": 65, "level": 3, "span": "(e) No Obligation to Drill or Operate\nWithout limiting the right of Producer to revise the Development Report to eliminate any\nproposed Wells or Separator Facilities, nothing herein shall be construed to require Producer to drill or conduct any operations as to any Well, to continue to operate any Well, to place any new Separator Facility into service or to maintain the\noperation of any Separator Facility that a prudent operator would not in like circumstances drill or continue to operate."} +{"idx": 65, "level": 2, "span": "ARTICLE 13"} +{"idx": 65, "level": 2, "span": "REGULATORY STATUS\nSection 13.1 Non-Jurisdictional System. This Agreement is subject to all valid present and\nfuture Laws of Governmental Authorities now or hereafter having jurisdiction over the Parties, this Agreement, the Services performed, or the System. It is the intent of the Parties that no Governmental Authority shall alter any provisions in the\nAgreement in such a way that would have the effect of altering the economic benefits of either Party, as originally contemplated under this Agreement. The Parties shall (a) vigorously defend and support in good faith the enforceability of this\nAgreement and the continuance, without alternation, of the Services in any and all proceedings before any Governmental Authority in which this Agreement is subject to review and (b) not initiate or support, either directly or indirectly, any\nchallenge with any Governmental Authorities to the rates provided herein or any other modification to this Agreement that would alter the economic benefits of a Party as originally contemplated under this Agreement; provided, however,\nnothing set forth herein shall restrict or prohibit Producer from contesting or challenging or disputing with the other Party as to the interpretation, breach, default or performance of this Agreement or any filings of tariffs or any amendments\nthereto with respect to the System to the extent such tariffs are not substantively identical to the economic terms set forth herein. Notwithstanding the foregoing, Producer shall have the right to assert in the appropriate forum in response to any\nchange or proposed change in any tariffs that such change is not in substantial accordance with the terms of this Agreement.\nSection 13.2 Government Authority Modification. Notwithstanding the provisions of Section 13.1, if the\nrates are changed or required to be changed or any other modification to this Agreement that alters the economic benefits of a Party, as originally contemplated under this Agreement, in response to any order, regulation, or other mandate of a\nGovernmental Authority, then no such change or modification shall constitute a breach or other default under the terms of this Agreement, and the Parties shall negotiate in good faith to enter into such amendments to this Agreement or a separate\narrangement in order to give effect, to the greatest extent possible, the economic benefit as originally contemplated in this Agreement."} +{"idx": 65, "level": 2, "span": "ARTICLE 14"} +{"idx": 65, "level": 2, "span": "INDEMNIFICATION AND INSURANCE\nSection 14.1 Reciprocal Indemnity. To the fullest extent permitted by applicable Law and except as otherwise set forth in\nSection 6.2 and Section 8.1:\n(a) Producer Indemnification. Producer shall\nrelease, protect, defend, indemnify and hold harmless Gatherer Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Producer or any\nmember of Producer Group in any way arising out of or relating to this Agreement, directly or indirectly. THIS RELEASE, DEFENSE AND INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF FAULT OF GATHERER GROUP OR ANY OTHER PERSONS. (EXCEPT THAT IT SHALL\nNOT APPLY TO THE EXTENT THAT SUCH LOSSES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GATHERER).\n- 36 -\n(b) Gatherer Indemnification. Gatherer shall release, protect, defend, indemnify and hold\nharmless Producer Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Gatherer or any member of Gatherer Group in any way arising out\nof or relating to this Agreement, directly or indirectly. THIS RELEASE, DEFENSE AND INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF FAULT OF PRODUCER GROUP OR ANY OTHER PERSONS. (EXCEPT THAT IT SHALL NOT APPLY TO THE EXTENT THAT SUCH LOSSES ARE\nCAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PRODUCER).\n(c) Regardless of Fault. AS USED IN THE PRECEDING TWO\nSUBCLAUSES, THE PHRASE “REGARDLESS OF FAULT” SHALL MEAN, WITH RESPECT TO ANY LOSS THAT IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, CONCURRENT, COMPARATIVE, CONTRIBUTORY, ACTIVE, PASSIVE, OR OTHERWISE), STRICT\nLIABILITY, OR OTHER FAULT, OF ANY MEMBER OF GATHERER GROUP OR THE PRODUCER GROUP, WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF AND WITHOUT LIMITATION OF SUCH LOSS AND WHETHER OR NOT CAUSED BY A PRE-EXISTING\nCONDITION.\nSection 14.2 Indemnification Regarding Third Parties. Each Party shall release, protect, defend, indemnify and\nhold the other Party harmless against any Loss by a Third Party that is not a member of the Producer Group or Gatherer Group, to the extent such Loss (a) is caused by the negligence or willful misconduct of said indemnifying Party or such\nParty’s Group, or (b) in the case of Producer as indemnifying Party, results from claims by a Third Party of title, rights, or encumbrances in or to Gas delivered by Producer to a Receipt Point.\nSection 14.3 Penalties. Producer shall release, protect, defend, indemnify, and hold harmless Gatherer from any Losses resulting\nfrom penalties imposed by a Downstream Facility in any transportation contracts or service agreements associated with, or related to, Producer’s owned or Controlled Gas, including any penalties imposed pursuant to the Downstream Facility’s\ntariff.\nSection 14.4 Insurance. Gatherer and Producer shall (a) carry and maintain no less than the insurance coverage\nset forth in Exhibit B, and (b) cause such insurance to be (i) the primary coverage without any right of contribution from any other insurance held by the other Party to the extent of the insured Party’s indemnification\nobligations hereunder, and (ii) written and endorsed to include waivers of all subrogation rights of the insurers against Gatherer and its Group (in the case of Producer’s insurance) or Producer and its Group (in the case of\nGatherer’s insurance). Producer shall also cause the insurance carried and maintained by it pursuant to this Section 14.4 to be endorsed to name Gatherer and its Group as additional insureds or provide blanket\nadditional insured status that covers Gatherer and its Group as additional insureds, except in the case of worker’s compensation insurance.\n- 37 -"} +{"idx": 65, "level": 3, "span": "(a) Producer Indemnification\nProducer shall\nrelease, protect, defend, indemnify and hold harmless Gatherer Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Producer or any\nmember of Producer Group in any way arising out of or relating to this Agreement, directly or indirectly. THIS RELEASE, DEFENSE AND INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF FAULT OF GATHERER GROUP OR ANY OTHER PERSONS. (EXCEPT THAT IT SHALL\nNOT APPLY TO THE EXTENT THAT SUCH LOSSES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GATHERER)."} +{"idx": 65, "level": 3, "span": "(b) Gatherer Indemnification\nGatherer shall release, protect, defend, indemnify and hold\nharmless Producer Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Gatherer or any member of Gatherer Group in any way arising out\nof or relating to this Agreement, directly or indirectly. THIS RELEASE, DEFENSE AND INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF FAULT OF PRODUCER GROUP OR ANY OTHER PERSONS. (EXCEPT THAT IT SHALL NOT APPLY TO THE EXTENT THAT SUCH LOSSES ARE\nCAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PRODUCER)."} +{"idx": 65, "level": 3, "span": "(c) Regardless of Fault\nAS USED IN THE PRECEDING TWO\nSUBCLAUSES, THE PHRASE “REGARDLESS OF FAULT” SHALL MEAN, WITH RESPECT TO ANY LOSS THAT IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, CONCURRENT, COMPARATIVE, CONTRIBUTORY, ACTIVE, PASSIVE, OR OTHERWISE), STRICT\nLIABILITY, OR OTHER FAULT, OF ANY MEMBER OF GATHERER GROUP OR THE PRODUCER GROUP, WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF AND WITHOUT LIMITATION OF SUCH LOSS AND WHETHER OR NOT CAUSED BY A PRE-EXISTING\nCONDITION."} +{"idx": 65, "level": 2, "span": "ARTICLE 15"} +{"idx": 65, "level": 2, "span": "ASSIGNMENT\nSection 15.1 Assignment of Rights and Obligations under this Agreement.\n(a) Assignment. Except as specifically otherwise provided in this Agreement, no Party shall have the right to assign its rights and\nobligations under this Agreement (in whole or in part) to another Person except with the prior written consent of Gatherer (in the case of an assignment by Producer) or Producer (in the case of an assignment by Gatherer), which consent may be\nwithheld at such Party’s sole discretion. Notwithstanding the foregoing,\n(i) Producer may assign its rights and\nobligations under this Agreement to any Person to whom Producer assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gatherer; provided that\n(A) such Person assumes in writing the obligations of Producer under this Agreement insofar as it relates to the portion of the Dedicated Properties so assigned or transferred, (B) such assignment is made subject to this Agreement,\n(C) if such assignment or transfer is made to an Affiliate of Producer, Producer shall not be released from any of its obligations under this Agreement and (D) if such transfer or assignment is to a Person that is not an Affiliate of\nProducer, Producer shall be released from its obligations under this Agreement with respect to the Dedicated Properties so assigned or transferred; provided, further, that to the extent such Person is not an Affiliate of Producer, except for\nthe Dedicated Properties assigned or transferred, this Agreement shall not bind any interests of such Person or its Affiliates in any oil and/or gas leases, mineral interests, and other similar interests owned by such Person as of or after the date\nof such assignment or transfer; and\n(ii) Gatherer may assign its rights and obligations under this Agreement to any\nAffiliate Entity insofar and only insofar as this Agreement relates to the Dedicated Properties for which such Affiliate Entity will be providing Services (such Dedicated Properties, the “Affiliate Entity Dedicated Properties”);\nprovided that in lieu of assigning a portion of this Agreement (in the manner set forth in this subclause (ii)), Producer and Affiliate Entity may enter into a separate gathering agreement applicable to the Affiliate Entity Dedicated Properties that\nis substantially similar to this Agreement and, with respect to the Dedicated Properties covered by such separate gathering agreement (and only with respect to such Dedicated Properties), this Agreement shall terminate and cease to control.\n(b) Notice; Binding Effect. Within 30 Days prior to the date of execution of a permitted assignment by Producer, Producer shall give\nGatherer notice of any assignment of this Agreement or Dedicated Properties. Gatherer shall give Producer notice of any assignment of this Agreement within 30 Days after the date of execution of such permitted assignment. This Agreement shall be\nbinding upon and inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 15.1 shall be null and\nvoid ab initio.\n- 38 -\n(c) Releases not Assignments. Any release of any of the Dedicated Properties from\ndedication under this Agreement pursuant to Section 2.4 shall not constitute an assignment or transfer of such Dedicated Properties for the purposes of this Article 15.\nSection 15.2 Pre-Approved Assignments. Each Party shall have the right without the prior\nconsent of the other Party to (a) mortgage, pledge, encumber or otherwise impress a lien or security interest upon its rights and interest in and to this Agreement, and (b) make a transfer pursuant to any security interest arrangement\ndescribed in (a) above, including any judicial or non-judicial foreclosure and any assignment from the holder of such security interest to another Person.\nSection 15.3 Change of Control. Except as provided in Section 15.1, nothing in this Article 15\nshall prevent Producer’s members or owners from transferring their respective interests (whether equity or otherwise and whether in whole or in part) in Producer and nothing in this Article 15 shall prevent Gatherer’s members or\nowners from transferring their respective interests (whether equity or otherwise and whether in whole or in part) in Gatherer. However, if a change of control of a Party gives rise to a reasonable basis for insecurity on the part of the other Party,\nsuch change of control may be the basis for a request of Adequate Assurance of Performance. Each member or owner of Producer or Gatherer, as applicable, shall have the right to assign and transfer such member’s or owner’s interests\n(whether equity or otherwise and whether in whole or in part) in Producer or Gatherer, as applicable, without restriction contained in this Agreement."} +{"idx": 65, "level": 3, "span": "(a) Assignment\nExcept as specifically otherwise provided in this Agreement, no Party shall have the right to assign its rights and\nobligations under this Agreement (in whole or in part) to another Person except with the prior written consent of Gatherer (in the case of an assignment by Producer) or Producer (in the case of an assignment by Gatherer), which consent may be\nwithheld at such Party’s sole discretion. Notwithstanding the foregoing,"} +{"idx": 65, "level": 4, "span": "(i) Producer may assign its rights and\nobligations under this Agreement to any Person to whom Producer assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gatherer; provided that\n(A) such Person assumes in writing the obligations of Producer under this Agreement insofar as it relates to the portion of the Dedicated Properties so assigned or transferred, (B) such assignment is made subject to this Agreement,\n(C) if such assignment or transfer is made to an Affiliate of Producer, Producer shall not be released from any of its obligations under this Agreement and (D) if such transfer or assignment is to a Person that is not an Affiliate of\nProducer, Producer shall be released from its obligations under this Agreement with respect to the Dedicated Properties so assigned or transferred; provided, further, that to the extent such Person is not an Affiliate of Producer, except for\nthe Dedicated Properties assigned or transferred, this Agreement shall not bind any interests of such Person or its Affiliates in any oil and/or gas leases, mineral interests, and other similar interests owned by such Person as of or after the date\nof such assignment or transfer; and"} +{"idx": 65, "level": 4, "span": "(ii) Gatherer may assign its rights and obligations under this Agreement to any\nAffiliate Entity insofar and only insofar as this Agreement relates to the Dedicated Properties for which such Affiliate Entity will be providing Services (such Dedicated Properties, the “Affiliate Entity Dedicated Properties”);\nprovided that in lieu of assigning a portion of this Agreement (in the manner set forth in this subclause (ii)), Producer and Affiliate Entity may enter into a separate gathering agreement applicable to the Affiliate Entity Dedicated Properties that\nis substantially similar to this Agreement and, with respect to the Dedicated Properties covered by such separate gathering agreement (and only with respect to such Dedicated Properties), this Agreement shall terminate and cease to control."} +{"idx": 65, "level": 3, "span": "(b) Notice; Binding Effect\nWithin 30 Days prior to the date of execution of a permitted assignment by Producer, Producer shall give\nGatherer notice of any assignment of this Agreement or Dedicated Properties. Gatherer shall give Producer notice of any assignment of this Agreement within 30 Days after the date of execution of such permitted assignment. This Agreement shall be\nbinding upon and inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 15.1 shall be null and\nvoid ab initio."} +{"idx": 65, "level": 3, "span": "(c) Releases not Assignments\nAny release of any of the Dedicated Properties from\ndedication under this Agreement pursuant to Section 2.4 shall not constitute an assignment or transfer of such Dedicated Properties for the purposes of this Article 15."} +{"idx": 65, "level": 2, "span": "ARTICLE 16"} +{"idx": 65, "level": 2, "span": "OTHER\nPROVISIONS\nSection 16.1 Relationship of the Parties. The execution and delivery of this Agreement and any Agreement\nAddendum shall create a binding agreement between the Parties signatory thereto consisting of the terms set forth in such Agreement and Agreement Addendum. This Agreement shall not be deemed or construed to create, a partnership, joint venture or\nassociation or a trust between Producer and Gatherer. This Agreement shall not be deemed or construed to authorize any Party to act as an agent, servant or employee for any other Party for any purpose whatsoever except as explicitly set forth in\nthis Agreement. In their relations with each other under this Agreement, the Parties shall not be considered fiduciaries.\nSection 16.2 Notices. Unless otherwise specified in the applicable provision, all notices, consents, approvals, requests, and\nother communications required or permitted to be given under this Agreement shall be in writing and delivered personally, or sent by bonded overnight courier, mailed by U.S. Express Mail or by certified or registered United States Mail with all\npostage fully prepaid, return receipt requested, or, except in the case of notices of breach or default, sent by electronic mail (including with a PDF of the notice or other communication attached), in each case, addressed (i) if to Producer,\nat the address set forth on the applicable Agreement Addendum and (ii) if to Gatherer, at the address set forth on the signature page; provided that in the case of any notice by electronic mail, such notice is confirmed by communication\nvia another method permitted by this Section 16.2. Any notice, consent, approval, request, or other communication (“Communications”) given in accordance herewith shall be deemed to have been\n- 39 -\ngiven when (a) actually received or rejected by the addressee in person or by courier, or (b) actually received or rejected by the addressee upon delivery by overnight courier or United\nStates Mail, as shown in the tracking report or return receipt, as applicable. Communications may not be transmitted by electronic mail, except for ordinary course business communications that shall be deemed to be received, if transmitted during\nnormal business hours on such Business Day, or if transmitted after normal business hours, on the next Business Day. Any Person may change their contact information for notice by giving notice to the other Party in the manner provided in this\nSection 16.2.\nSection 16.3 Entire Agreement; Conflicts. This Agreement (consisting of the Agreement\nTerms and Conditions and the applicable Agreement Addendum) constitutes the entire agreement of the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or\nwritten, of the Parties pertaining to the subject matter hereof. There are no warranties, representations, or other agreements among the Parties relating to the subject matter hereof except as specifically set forth in this Agreement, including the\nexhibits hereto, and no Party shall be bound by or liable for any alleged representation, promise, inducement, or statements of intention not so set forth.\nSection 16.4 Waivers; Rights Cumulative. Any of the terms, covenants, or conditions hereof may be waived only by a written\ninstrument executed by or on behalf of the Party waiving compliance. No course of dealing on the part of any Party, or their respective officers, employees, agents, or representatives, nor any failure by a Party to exercise any of its rights under\nthis Agreement shall operate as a waiver thereof or affect in any way the right of such Party at a later time to enforce the performance of such provision. No waiver by any Party of any condition, or any breach of any term or covenant contained in\nthis Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term or covenant. The rights of the\nParties under this Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not preclude the exercise of any other right.\nSection 16.5 Amendment. This Agreement may be amended only by an instrument in writing executed by Producer and Gatherer and\nexpressly identified as an amendment or modification.\nSection 16.6 Governing Law; Venue. THIS AGREEMENT SHALL BE\nCONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, UNITED STATES OF AMERICA, EXCEPT THAT ANY PROVISION OF THE LAWS OF THE STATE OF TEXAS THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION SHALL NOT APPLY.\nHOUSTON, HARRIS COUNTY, TEXAS, SHALL BE THE SOLE AND EXCLUSIVE VENUE FOR RESOLUTION OF ANY DISPUTE ARISING UNDER THIS AGREEMENT. THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS ATTORNEYS’ FEES AND EXPERT EXPENSES FROM THE NON-PREVAILING PARTY. EACH PARTY EXPRESSLY WAIVES ANY RIGHTS UNDER APPLICABLE LAW TO TRIAL BY JURY.\n- 40 -\nSection 16.7 Parties in Interest. Except for parties indemnified hereunder, nothing\nin this Agreement shall entitle any Person other than the Parties to any claim, cause of action, remedy or right of any kind.\nSection 16.8 Preparation of Agreement. The Parties and their respective counsel participated in the preparation of this Agreement.\nIn the event of any ambiguity in this Agreement, no presumption shall arise based on the identity of the draftsman of this Agreement.\nSection 16.9 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by\nany rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any\nadverse manner to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the\nParties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. A ruling of invalidity, illegality or unenforceability as to one Agreement shall only be applicable to\nthat Agreement, not all the Agreements covered by these Agreement Terms and Conditions."} +{"idx": 65, "level": 1, "span": "SCHEDULE A"} +{"idx": 65, "level": 2, "span": "OPERATING TERMS AND CONDITIONS\n1.1. Quality Specifications. Each Individual System will be operated as a field gathering system, and as such, Gas received from\nProducer at the Receipt Points shall conform to the following specifications at a base pressure of fourteen and seventy-three hundredths (14.73) Psia and at a base temperature of sixty degrees Fahrenheit (60°F); provided that the following\nmay be varied or adjusted as described in Section 6.1 or by express language set forth in the applicable Agreement Addendum.\n(a) Such Gas shall be commercially free of all objectionable dust or other solid or liquid or gaseous matters which might\ninterfere with its merchantability or cause injury to or interference with proper operations of any of the facilities constituting such Individual System or the System through which the Gas flows.\n(b) Such Gas shall not contain more than one-quarter (1/4) grain of hydrogen\nsulfide per one hundred (100) Cubic Feet.\n(c) Such Gas shall not contain more than five (5) grains of total\nsulfur per one hundred (100) Cubic Feet.\n(d) Such Gas shall not contain more than (1) grain mercaptans per one\nhundred (100) Cubic Feet.\n(e) Such Gas shall not contain more than two-tenths\npercent (0.2%) by volume of oxygen.\n(f) Such Gas shall be at temperatures above twenty degrees Fahrenheit\n(20ºF) but shall not exceed one hundred twenty degrees Fahrenheit (120ºF).\n1.2. Gas Nominations and Scheduling.\n(a) Gas shall be received only under a nomination submitted by Producer. For purposes of this Agreement, a nomination is\nan offer by Producer to Gatherer of a stated quantity of Gas for gathering from all of the Receipt Points in an Individual System to all of the Delivery Points in the Individual System. The terms of such nomination shall comply with the nominating\nprocedures set forth in the following clause (b).\n(b) Producer shall nominate according to the Downstream Facility’s\nrequirements. Nominations may be electronically transmitted according to the Downstream Facility’s requirements. Should Producer desire to change the nomination during such Month, such change to the nomination shall be made in accordance with\nthe nomination procedures of the Downstream Facility. Gas shall be delivered by Gatherer in accordance with confirmation by the Downstream Facility of the nomination and/or changes to the nomination.\n1.3. Nominations Gas Balancing.\n(a) Deliveries. Volumes of Gas delivered by Producer and received by Gatherer at the Receipt Points (taken in the aggregate for\nany Individual System) shall conform as closely as possible to the volumes nominated by Producer at the Receipt Points (taken in the aggregate for any Individual System) and shall be delivered by Producer to Gatherer at hourly rates of flow that\nare, as nearly as practicable, uniform throughout the Day. Subject to Gatherer’s operating conditions and contractual requirements, volumes delivered by Gatherer to Producer or for Producer’s account at the Delivery Points (taken in the\naggregate for any Individual System) shall conform as closely as possible to the volumes nominated by Producer for delivery by Gatherer that Day at the Delivery Points (taken in the aggregate for any Individual System), less any deductions\napplicable to Producer for System L&U, System Fuel and Other System Fuel (and any other adjustments for Drip Condensate or Flash Gas), except that Gatherer may conform such volumes to the volumes actually delivered by Producer at Gatherer’s\nReceipt Points (taken in the aggregate for any Individual System) to the extent possible. Gatherer may temporarily interrupt or curtail receipts and/or deliveries at any time, and from time to time in accordance with operating conditions on the\napplicable Individual System in order to balance receipt or deliveries on the applicable Individual System.\n(b) Producer\nand Gatherer agree that:\n(i) It is the intent of Producer and Gatherer that Gas shall be received and redelivered under\nthis Agreement at the same rates, as nearly as commercially practicable and subject to changes mandated by the Downstream Facility, and Producer shall not in any manner use the System for storage or peaking purposes.\n(ii) Gas delivered to Gatherer under this Agreement during any Day shall be delivered at as nearly a constant rate as operating\nconditions and relevant Downstream Facilities will permit.\n(iii) In the event interruption or curtailment of service is\nrequired, Gatherer’s dispatcher (who shall be designated in writing by Gatherer) will advise (by telephone, following up by writing, which writing may be in the form of electronic mail) Producer of an interruption or curtailment as soon as\npracticable or in any event within twenty-four hours of the occurrence of such event.\n(iv) Nothing contained in this\nAgreement shall preclude Gatherer from taking reasonable actions necessary to adjust receipts or deliveries under this Agreement in order to maintain the operational integrity and safety of the System or any Individual System.\n(c) Monthly Delivery of Data. The Monthly Loss/ Gain Report shall reflect, with respect to each producer and shipper on the\nSystem (including Producer), each of the following, broken out by Individual System: (i) the total volumes received, delivered, and retained; and (ii) any other information deemed necessary and appropriate by Gatherer, all on an Individual\nSystem basis.\n1.4. Measurement Devices.\n(a) Gatherer shall construct, install, own and operate (or cause to be installed, owned, and operated) the Measurement Devices\nlocated at the Receipt Points. The Measurement Devices installed by Gatherer shall be, subject to Producer’s approval of such location, on the Receipt Point.\n(b) Gatherer shall, at its discretion, install, own and operate (or cause to be installed, owned, and operated) the Measurement\nDevices located at or upstream of the Delivery Points.\n(c) Measurement Devices will be constructed, installed and operated\nin accordance with applicable industry standards and governmental regulations and as set forth in the current System Plan.\n(d) Gatherer may, but shall not be obligated to, replace or make any alterations to the Measurement Devices that it owns\nnecessary to comply with any applicable Laws.\n(e) Producer shall have the right, at its sole expense, to install, own and\noperate Measurement Devices located at the Receipt Points. Producer Meters shall be installed so as not to interfere with Gatherer’s Measurement Devices and Producer shall take steps that are reasonable and customary in the industry to mitigate\nor prevent any Gas pulsation problems or Gas quality problems (such as sand or water) that may interfere with Gatherer’s Measurement Devices at the Receipt Points.\n(f) Gatherer may elect to use a Producer Meter as the Measurement Device for a Receipt Point in lieu of constructing,\ninstalling, owning and operating a Measurement Device located at such Receipt Point by providing written notice to Producer (including by detailing such election in the applicable System Plan). If Gatherer elects to use such Producer Meter as the\nMeasurement Device for a Receipt Point, Producer shall provide Gatherer reasonable access to such Producer Meter, including prior advance written notice of, and the ability to witness, the calibration of such Producer Meter.\n(g) Measurement Devices under the control of Producer or Gatherer will be constructed, installed and operated in accordance\nwith the following depending on the type of meters used:\n(i) Orifice Meters – in accordance with AGA Report\nNo. 3, API 14.3 part 2, GPA 8185, part 2, Orifice Metering of Natural Gas and Other Hydrocarbon Fluids, Fourth Edition, April 2000, and any subsequent amendments, revisions or modifications thereof.\n(ii) Electronic Transducers and Flow Computers (solar and otherwise) – in accordance with the applicable American Gas\nAssociation and API MPMS 21.1 standards, including American Gas Association Measurement Committee Report Nos. 3, 5, 6 and 7 and any subsequent amendments, revisions, or modifications thereof.\n(iii) Ultrasonic Meters – in accordance with the American Gas Association Measurement Committee Report No. 9\n(American Gas Association Report No. 9), dated June 1998, and any subsequent amendments, revisions or modifications thereof.\n(h) Gatherer may, but shall not be obligated to, replace or make any alterations\nto the Measurement Devices necessary to comply with any subsequent amendments, revisions or modifications of the American Gas Association Reports cited above. With respect to Producer Meters that Gatherer has elected to use, Producer may, but shall\nnot be obligated to, replace or make any alterations to the Measurement Devices necessary to comply with any subsequent amendments, revisions or modifications of the American Gas Association Reports cited above.\n(i) The accuracy of all Measurement Devices listed as Receipt Points or Delivery Points in the applicable Agreement Addendum,\nand of all Measurement Devices that serve as “check meters” for any such Receipt Point or Delivery Point Measurement Devices will be verified by the owner of such Measurement Device (for purposes of this paragraph, the\n“Owner”) at Monthly intervals and, if requested, in the presence of a representative of the other Party (for purposes of this paragraph, the “Beneficiary”). The Owner shall verify the accuracy of any owned\nMeasurement Device before the next Monthly verification required by the preceding sentence if the Beneficiary requests a special test as described below. Notwithstanding the foregoing, however, when Daily deliveries of Gas at any Receipt Point or\nDelivery Point average 1,000 Mcf per Day or less during any Month, the Owner may request from the Beneficiary that the accuracy of the Measurement Devices at such Receipt Point or Delivery Point will be verified quarterly. If, upon any test, any\nMeasurement Device is found to be inaccurate by 2% or less, previous readings of such Measurement Device will be considered correct in computing the deliveries of Gas under this Agreement; provided that, if such Measurement Device is adjusted to\nrecord accurately (within the manufacturer’s allowance for error), then the previous readings of such Measurement Device will be corrected to zero error for any period during which an inaccurate reading is known to have occurred or such other\nperiod as agreed between the Parties. If, upon any test, any Measurement Device is found to be inaccurate by more than 2% of a recording corresponding to the average hourly flow rate for the period since the last test, such Measurement Device will\nimmediately be adjusted to record accurately (within the manufacturer’s allowance for error) and any previous recordings of such Measurement Device will be corrected to zero error for any period during which an inaccurate reading is known to\nhave occurred or such other period as agreed between the Parties. If such period is not known or agreed upon, such correction will be made for a period covering one-half ( 1/2) of the time elapsed since\nthe date of the most recent test. If the Beneficiary desires a special test of any Measurement Device, at least 72 hours’ advance notice will be given to the Owner, and both Parties will cooperate to secure a prompt test of the accuracy of such\nMeasurement Device. If the Measurement Device so tested is found to be inaccurate by 2% or less, the Owner will have the right to bill the Beneficiary for the costs incurred due to such special test, including any labor and transportation costs, and\nthe Beneficiary will pay such costs promptly upon invoice therefor.\n(j) As requested by Producer the Measurement Devices owned by Gatherer shall\ninclude a sufficient number of data ports, and Gatherer shall permit Producer to connect to such data ports, as shall be required to provide to Producer on a real-time basis all measurement data generated by such measurement equipment. Producer\nshall be responsible at its own cost for obtaining equipment and/or services to connect to such data ports and receive and process such data.\n(k) The charts and records by which measurements are determined shall be available for the use of both Parties in fulfilling\nthe terms and conditions thereof. Each Party shall, upon request of the other, mail, email or deliver for checking and calculation all measurement data, including but not limited to flowing parameters, characteristics, constants, configurations and\nevents in its possession and used in the measurement of Gas delivered under this Agreement within 30 Days after the last chart for each billing period is removed from the meter. Such data shall be returned within 90 Days after the receipt thereof.\n(l) Each Party shall preserve or cause to be preserved for mutual use all test data, charts or other similar records in\naccordance with the applicable rules and regulations of regulatory bodies having jurisdiction, if any, with respect to the retention of such records, and, in any event, for at least 24 Months. Each Party shall comply with Noble Document Retention\nPolicy FIN027.\n1.5. Measurement Procedures. The measurements of the quantity and quality of all Gas delivered at the Receipt\nPoints and Delivery Points will be conducted in accordance with the following:\n(a) The unit of volume for measurement will\nbe one Standard Cubic Foot. Such measured volumes, converted to Mcf, will be multiplied by their Gross Heating Value per Mcf.\n(b) The temperature of the Gas will be determined by a recording thermometer installed so that it may record the temperature of\nthe Gas flowing through the meters, or such other means of recording temperature as may be mutually agreed upon by the Parties. The average of the record to the nearest one degree Fahrenheit, obtained while Gas is being delivered, will be the\napplicable flowing Gas temperature for the period under consideration.\n(c) The specific gravity of the Gas will be\ndetermined by a recording gravitometer or chromatographic device installed and located at a suitable point determined by Producer to record representative specific gravity of the Gas being metered or, at Producer’s or its designee’s\noption, by continuous sampling using standard type gravity methods. If a recording gravitometer or chromatographic device is used, the gravity to the nearest one-thousandth (0.001) obtained while Gas is being\ndelivered will be the specific gravity of the Gas sampled for the recording period. The gravity to the nearest one-thousandth (0.001) will be determined once per Month from a Gas analysis. The result will be\napplied during such Month for the determination of Gas volumes delivered. All analyses shall be determined by a mutually agreed upon third party laboratory using GPA 2145, Table of Physical Constants, and GPA 2172, Calculation of Gross Heating\nValue.\n(d) Adjustments to measured Gas volumes for the effects of supercompressibility\nwill be made in accordance with accepted American Gas Association standards. Gatherer or its designee will obtain appropriate carbon dioxide and nitrogen mole fraction values for the Gas delivered as may be required to compute such adjustments in\naccordance with standard testing procedures. At Gatherer’s or its designee’s option, equations for the calculation of supercompressibility will be taken from American Gas Association Report No. 8 Detail, dated December 1985, or API\n14.2; Compressibility and Supercompressibility for Natural Gas and Other Hydrocarbon Gases, latest revision and as amended from time to time.\n(e) For purposes of measurement and meter calibration, the atmospheric pressure for each of the Receipt Points and Delivery\nPoints will be assumed to be the pressure value determined by Gatherer for the county elevation in which such point is located pursuant to generally accepted industry practices irrespective of the actual atmospheric pressure at such points from time\nto time and shall be consistent throughout the Individual System.\n(f) The Gross Heating Value of the Gas delivered at the\nReceipt Points and Delivery Points will be determined at least quarterly by means of GPA 2172; provided, however, that when Daily deliveries of Gas at any Receipt Point or Delivery Point average 1,000 Mcf per Day or greater during any Month, the\nGross Heating Value of the Gas delivered at such Receipt Point or Delivery Point will be determined Monthly by a chromatographic analysis of a flow proportional sample taken at a suitable point on the facilities to be representative of the Gas being\nmetered. To the extent possible, the calibration conducted pursuant to clause (e) of this Section 1.5 of Exhibit A, clause (e) of Section 1.4 of this Exhibit A and the testing conducted pursuant to this clause (f) of this\nSection 1.5 of Exhibit A shall be conducted concurrently or at least with the same test frequency.\n(g) Other tests to\ndetermine water content, sulfur and other impurities in the Gas will be conducted whenever requested by either Party and will be conducted in accordance with standard industry testing procedures. The Party requested to perform such tests will bear\nthe cost of such tests only if the Gas tested is determined not to be within the quality specification set forth herein or, if applicable, in the applicable Agreement Addendum. If the Gas is within such quality specification, the requesting Party\nwill bear the cost of such tests.\n(h) If, during the Term of this Agreement, a new method or technique is developed with\nrespect to Gas measurement or the determination of the factors used in such Gas measurement, such new method or technique may be substituted for the method set forth in this Agreement if the new method or technique is in accordance with accepted\nstandards of the American Gas Association, American Petroleum Institute and Gas Processor’s Association.\n1.6. Gas Meter Adjustments. If a meter is out of service or registering inaccurately, the\nquantities of Gas received or delivered during such period shall be determined as follows:\n(a) By using the registration\nof any check meter or meters, if installed and accurately registering; or in the absence of such check meters,\n(b) By\nusing a meter operating in parallel with the estimated volume corrected for any differences found when the meters are operating properly,\n(c) By correcting the error if the percentage of error is ascertainable by calibration, tests or mathematical calculation, such\nas step change, uncertainty calculation or balance adjustment; or in the absence of check meters and the ability to make corrections under this sub-paragraph (c), then,\n(d) By estimating the quantity received or delivered by receipts or deliveries during periods under similar conditions when the\nmeter was registering accurately.\n1.7. (Reserved).\n1.8. Allocations.\n(a) Allocations required for determining payments or fees due under this Agreement or the amounts shown on the Monthly Loss/\nGain Report shall be made by Gatherer in a commercially reasonable manner. Gatherer shall provide an allocation methodology to Producer for its review and approval through the process outlined in Section 3.1(c) with respect to the System\nPlan. The factors that Gatherer may use in making such allocations include but are not limited to throughput volumes, total consumption of System Fuel, total consumption of Other System Fuel, System L&U, the Thermal Content of Drip Condensate,\nthe Thermal Content of Flash Gas, the relative effort required to move the applicable product through the facilities of Gatherer and other factors determined in good faith by Gatherer. Profit shall not be a component in the allocation of Drip\nCondensate, Flash Gas, System L&U, System Fuel or Other System Fuel. The allocations shall be based upon the measurements taken and quantities determined for the applicable Month.\n(b) Gatherer will allocate, in a manner that is commercially reasonable and determined by Gatherer in good faith, to a\nparticular Receipt Point, the Drip Condensate collected from a Facility Segment."} +{"idx": 65, "level": 4, "span": "(End of Schedule A)"} +{"idx": 65, "level": 4, "span": "(a) Such Gas shall be commercially free of all objectionable dust or other solid or liquid or gaseous matters which might\ninterfere with its merchantability or cause injury to or interference with proper operations of any of the facilities constituting such Individual System or the System through which the Gas flows."} +{"idx": 65, "level": 4, "span": "(b) Such Gas shall not contain more than one-quarter (1/4) grain of hydrogen\nsulfide per one hundred (100) Cubic Feet."} +{"idx": 65, "level": 4, "span": "(c) Such Gas shall not contain more than five (5) grains of total\nsulfur per one hundred (100) Cubic Feet."} +{"idx": 65, "level": 4, "span": "(d) Such Gas shall not contain more than (1) grain mercaptans per one\nhundred (100) Cubic Feet."} +{"idx": 65, "level": 4, "span": "(e) Such Gas shall not contain more than two-tenths\npercent (0.2%) by volume of oxygen."} +{"idx": 65, "level": 4, "span": "(f) Such Gas shall be at temperatures above twenty degrees Fahrenheit\n(20ºF) but shall not exceed one hundred twenty degrees Fahrenheit (120ºF)."} +{"idx": 65, "level": 4, "span": "(a) Gas shall be received only under a nomination submitted by Producer\nFor purposes of this Agreement, a nomination is\nan offer by Producer to Gatherer of a stated quantity of Gas for gathering from all of the Receipt Points in an Individual System to all of the Delivery Points in the Individual System. The terms of such nomination shall comply with the nominating\nprocedures set forth in the following clause (b)."} +{"idx": 65, "level": 4, "span": "(b) Producer shall nominate according to the Downstream Facility’s\nrequirements. Nominations may be electronically transmitted according to the Downstream Facility’s requirements. Should Producer desire to change the nomination during such Month, such change to the nomination shall be made in accordance with\nthe nomination procedures of the Downstream Facility. Gas shall be delivered by Gatherer in accordance with confirmation by the Downstream Facility of the nomination and/or changes to the nomination."} +{"idx": 65, "level": 4, "span": "(a) Deliveries\nVolumes of Gas delivered by Producer and received by Gatherer at the Receipt Points (taken in the aggregate for\nany Individual System) shall conform as closely as possible to the volumes nominated by Producer at the Receipt Points (taken in the aggregate for any Individual System) and shall be delivered by Producer to Gatherer at hourly rates of flow that\nare, as nearly as practicable, uniform throughout the Day. Subject to Gatherer’s operating conditions and contractual requirements, volumes delivered by Gatherer to Producer or for Producer’s account at the Delivery Points (taken in the\naggregate for any Individual System) shall conform as closely as possible to the volumes nominated by Producer for delivery by Gatherer that Day at the Delivery Points (taken in the aggregate for any Individual System), less any deductions\napplicable to Producer for System L&U, System Fuel and Other System Fuel (and any other adjustments for Drip Condensate or Flash Gas), except that Gatherer may conform such volumes to the volumes actually delivered by Producer at Gatherer’s\nReceipt Points (taken in the aggregate for any Individual System) to the extent possible. Gatherer may temporarily interrupt or curtail receipts and/or deliveries at any time, and from time to time in accordance with operating conditions on the\napplicable Individual System in order to balance receipt or deliveries on the applicable Individual System."} +{"idx": 65, "level": 4, "span": "(b) Producer\nand Gatherer agree that:"} +{"idx": 65, "level": 5, "span": "(i) It is the intent of Producer and Gatherer that Gas shall be received and redelivered under\nthis Agreement at the same rates, as nearly as commercially practicable and subject to changes mandated by the Downstream Facility, and Producer shall not in any manner use the System for storage or peaking purposes."} +{"idx": 65, "level": 5, "span": "(ii) Gas delivered to Gatherer under this Agreement during any Day shall be delivered at as nearly a constant rate as operating\nconditions and relevant Downstream Facilities will permit."} +{"idx": 65, "level": 5, "span": "(iii) In the event interruption or curtailment of service is\nrequired, Gatherer’s dispatcher (who shall be designated in writing by Gatherer) will advise (by telephone, following up by writing, which writing may be in the form of electronic mail) Producer of an interruption or curtailment as soon as\npracticable or in any event within twenty-four hours of the occurrence of such event."} +{"idx": 65, "level": 5, "span": "(iv) Nothing contained in this\nAgreement shall preclude Gatherer from taking reasonable actions necessary to adjust receipts or deliveries under this Agreement in order to maintain the operational integrity and safety of the System or any Individual System."} +{"idx": 65, "level": 4, "span": "(c) Monthly Delivery of Data\nThe Monthly Loss/ Gain Report shall reflect, with respect to each producer and shipper on the\nSystem (including Producer), each of the following, broken out by Individual System: (i) the total volumes received, delivered, and retained; and (ii) any other information deemed necessary and appropriate by Gatherer, all on an Individual\nSystem basis."} +{"idx": 65, "level": 4, "span": "(a) Gatherer shall construct, install, own and operate (or cause to be installed, owned, and operated) the Measurement Devices\nlocated at the Receipt Points. The Measurement Devices installed by Gatherer shall be, subject to Producer’s approval of such location, on the Receipt Point."} +{"idx": 65, "level": 4, "span": "(b) Gatherer shall, at its discretion, install, own and operate (or cause to be installed, owned, and operated) the Measurement\nDevices located at or upstream of the Delivery Points."} +{"idx": 65, "level": 4, "span": "(c) Measurement Devices will be constructed, installed and operated\nin accordance with applicable industry standards and governmental regulations and as set forth in the current System Plan."} +{"idx": 65, "level": 4, "span": "(d) Gatherer may, but shall not be obligated to, replace or make any alterations to the Measurement Devices that it owns\nnecessary to comply with any applicable Laws."} +{"idx": 65, "level": 4, "span": "(e) Producer shall have the right, at its sole expense, to install, own and\noperate Measurement Devices located at the Receipt Points. Producer Meters shall be installed so as not to interfere with Gatherer’s Measurement Devices and Producer shall take steps that are reasonable and customary in the industry to mitigate\nor prevent any Gas pulsation problems or Gas quality problems (such as sand or water) that may interfere with Gatherer’s Measurement Devices at the Receipt Points."} +{"idx": 65, "level": 4, "span": "(f) Gatherer may elect to use a Producer Meter as the Measurement Device for a Receipt Point in lieu of constructing,\ninstalling, owning and operating a Measurement Device located at such Receipt Point by providing written notice to Producer (including by detailing such election in the applicable System Plan). If Gatherer elects to use such Producer Meter as the\nMeasurement Device for a Receipt Point, Producer shall provide Gatherer reasonable access to such Producer Meter, including prior advance written notice of, and the ability to witness, the calibration of such Producer Meter."} +{"idx": 65, "level": 4, "span": "(g) Measurement Devices under the control of Producer or Gatherer will be constructed, installed and operated in accordance\nwith the following depending on the type of meters used:"} +{"idx": 65, "level": 5, "span": "(i) Orifice Meters – in accordance with AGA Report\nNo. 3, API 14.3 part 2, GPA 8185, part 2, Orifice Metering of Natural Gas and Other Hydrocarbon Fluids, Fourth Edition, April 2000, and any subsequent amendments, revisions or modifications thereof."} +{"idx": 65, "level": 5, "span": "(ii) Electronic Transducers and Flow Computers (solar and otherwise) – in accordance with the applicable American Gas\nAssociation and API MPMS 21.1 standards, including American Gas Association Measurement Committee Report Nos. 3, 5, 6 and 7 and any subsequent amendments, revisions, or modifications thereof."} +{"idx": 65, "level": 5, "span": "(iii) Ultrasonic Meters – in accordance with the American Gas Association Measurement Committee Report No\n9\n(American Gas Association Report No. 9), dated June 1998, and any subsequent amendments, revisions or modifications thereof."} +{"idx": 65, "level": 4, "span": "(h) Gatherer may, but shall not be obligated to, replace or make any alterations\nto the Measurement Devices necessary to comply with any subsequent amendments, revisions or modifications of the American Gas Association Reports cited above. With respect to Producer Meters that Gatherer has elected to use, Producer may, but shall\nnot be obligated to, replace or make any alterations to the Measurement Devices necessary to comply with any subsequent amendments, revisions or modifications of the American Gas Association Reports cited above."} +{"idx": 65, "level": 5, "span": "(i) The accuracy of all Measurement Devices listed as Receipt Points or Delivery Points in the applicable Agreement Addendum,\nand of all Measurement Devices that serve as “check meters” for any such Receipt Point or Delivery Point Measurement Devices will be verified by the owner of such Measurement Device (for purposes of this paragraph, the\n“Owner”) at Monthly intervals and, if requested, in the presence of a representative of the other Party (for purposes of this paragraph, the “Beneficiary”). The Owner shall verify the accuracy of any owned\nMeasurement Device before the next Monthly verification required by the preceding sentence if the Beneficiary requests a special test as described below. Notwithstanding the foregoing, however, when Daily deliveries of Gas at any Receipt Point or\nDelivery Point average 1,000 Mcf per Day or less during any Month, the Owner may request from the Beneficiary that the accuracy of the Measurement Devices at such Receipt Point or Delivery Point will be verified quarterly. If, upon any test, any\nMeasurement Device is found to be inaccurate by 2% or less, previous readings of such Measurement Device will be considered correct in computing the deliveries of Gas under this Agreement; provided that, if such Measurement Device is adjusted to\nrecord accurately (within the manufacturer’s allowance for error), then the previous readings of such Measurement Device will be corrected to zero error for any period during which an inaccurate reading is known to have occurred or such other\nperiod as agreed between the Parties. If, upon any test, any Measurement Device is found to be inaccurate by more than 2% of a recording corresponding to the average hourly flow rate for the period since the last test, such Measurement Device will\nimmediately be adjusted to record accurately (within the manufacturer’s allowance for error) and any previous recordings of such Measurement Device will be corrected to zero error for any period during which an inaccurate reading is known to\nhave occurred or such other period as agreed between the Parties. If such period is not known or agreed upon, such correction will be made for a period covering one-half ( 1/2) of the time elapsed since\nthe date of the most recent test. If the Beneficiary desires a special test of any Measurement Device, at least 72 hours’ advance notice will be given to the Owner, and both Parties will cooperate to secure a prompt test of the accuracy of such\nMeasurement Device. If the Measurement Device so tested is found to be inaccurate by 2% or less, the Owner will have the right to bill the Beneficiary for the costs incurred due to such special test, including any labor and transportation costs, and\nthe Beneficiary will pay such costs promptly upon invoice therefor."} +{"idx": 65, "level": 4, "span": "(j) As requested by Producer the Measurement Devices owned by Gatherer shall\ninclude a sufficient number of data ports, and Gatherer shall permit Producer to connect to such data ports, as shall be required to provide to Producer on a real-time basis all measurement data generated by such measurement equipment. Producer\nshall be responsible at its own cost for obtaining equipment and/or services to connect to such data ports and receive and process such data."} +{"idx": 65, "level": 4, "span": "(k) The charts and records by which measurements are determined shall be available for the use of both Parties in fulfilling\nthe terms and conditions thereof. Each Party shall, upon request of the other, mail, email or deliver for checking and calculation all measurement data, including but not limited to flowing parameters, characteristics, constants, configurations and\nevents in its possession and used in the measurement of Gas delivered under this Agreement within 30 Days after the last chart for each billing period is removed from the meter. Such data shall be returned within 90 Days after the receipt thereof."} +{"idx": 65, "level": 4, "span": "(l) Each Party shall preserve or cause to be preserved for mutual use all test data, charts or other similar records in\naccordance with the applicable rules and regulations of regulatory bodies having jurisdiction, if any, with respect to the retention of such records, and, in any event, for at least 24 Months. Each Party shall comply with Noble Document Retention\nPolicy FIN027."} +{"idx": 65, "level": 4, "span": "(a) The unit of volume for measurement will\nbe one Standard Cubic Foot. Such measured volumes, converted to Mcf, will be multiplied by their Gross Heating Value per Mcf."} +{"idx": 65, "level": 4, "span": "(b) The temperature of the Gas will be determined by a recording thermometer installed so that it may record the temperature of\nthe Gas flowing through the meters, or such other means of recording temperature as may be mutually agreed upon by the Parties. The average of the record to the nearest one degree Fahrenheit, obtained while Gas is being delivered, will be the\napplicable flowing Gas temperature for the period under consideration."} +{"idx": 65, "level": 4, "span": "(c) The specific gravity of the Gas will be\ndetermined by a recording gravitometer or chromatographic device installed and located at a suitable point determined by Producer to record representative specific gravity of the Gas being metered or, at Producer’s or its designee’s\noption, by continuous sampling using standard type gravity methods. If a recording gravitometer or chromatographic device is used, the gravity to the nearest one-thousandth (0.001) obtained while Gas is being\ndelivered will be the specific gravity of the Gas sampled for the recording period. The gravity to the nearest one-thousandth (0.001) will be determined once per Month from a Gas analysis. The result will be\napplied during such Month for the determination of Gas volumes delivered. All analyses shall be determined by a mutually agreed upon third party laboratory using GPA 2145, Table of Physical Constants, and GPA 2172, Calculation of Gross Heating\nValue."} +{"idx": 65, "level": 4, "span": "(d) Adjustments to measured Gas volumes for the effects of supercompressibility\nwill be made in accordance with accepted American Gas Association standards. Gatherer or its designee will obtain appropriate carbon dioxide and nitrogen mole fraction values for the Gas delivered as may be required to compute such adjustments in\naccordance with standard testing procedures. At Gatherer’s or its designee’s option, equations for the calculation of supercompressibility will be taken from American Gas Association Report No. 8 Detail, dated December 1985, or API\n14.2; Compressibility and Supercompressibility for Natural Gas and Other Hydrocarbon Gases, latest revision and as amended from time to time."} +{"idx": 65, "level": 4, "span": "(e) For purposes of measurement and meter calibration, the atmospheric pressure for each of the Receipt Points and Delivery\nPoints will be assumed to be the pressure value determined by Gatherer for the county elevation in which such point is located pursuant to generally accepted industry practices irrespective of the actual atmospheric pressure at such points from time\nto time and shall be consistent throughout the Individual System."} +{"idx": 65, "level": 4, "span": "(f) The Gross Heating Value of the Gas delivered at the\nReceipt Points and Delivery Points will be determined at least quarterly by means of GPA 2172; provided, however, that when Daily deliveries of Gas at any Receipt Point or Delivery Point average 1,000 Mcf per Day or greater during any Month, the\nGross Heating Value of the Gas delivered at such Receipt Point or Delivery Point will be determined Monthly by a chromatographic analysis of a flow proportional sample taken at a suitable point on the facilities to be representative of the Gas being\nmetered. To the extent possible, the calibration conducted pursuant to clause (e) of this Section 1.5 of Exhibit A, clause (e) of Section 1.4 of this Exhibit A and the testing conducted pursuant to this clause (f) of this\nSection 1.5 of Exhibit A shall be conducted concurrently or at least with the same test frequency."} +{"idx": 65, "level": 4, "span": "(g) Other tests to\ndetermine water content, sulfur and other impurities in the Gas will be conducted whenever requested by either Party and will be conducted in accordance with standard industry testing procedures. The Party requested to perform such tests will bear\nthe cost of such tests only if the Gas tested is determined not to be within the quality specification set forth herein or, if applicable, in the applicable Agreement Addendum. If the Gas is within such quality specification, the requesting Party\nwill bear the cost of such tests."} +{"idx": 65, "level": 4, "span": "(h) If, during the Term of this Agreement, a new method or technique is developed with\nrespect to Gas measurement or the determination of the factors used in such Gas measurement, such new method or technique may be substituted for the method set forth in this Agreement if the new method or technique is in accordance with accepted\nstandards of the American Gas Association, American Petroleum Institute and Gas Processor’s Association."} +{"idx": 65, "level": 4, "span": "(a) By using the registration\nof any check meter or meters, if installed and accurately registering; or in the absence of such check meters,"} +{"idx": 65, "level": 4, "span": "(b) By\nusing a meter operating in parallel with the estimated volume corrected for any differences found when the meters are operating properly,"} +{"idx": 65, "level": 4, "span": "(c) By correcting the error if the percentage of error is ascertainable by calibration, tests or mathematical calculation, such\nas step change, uncertainty calculation or balance adjustment; or in the absence of check meters and the ability to make corrections under this sub-paragraph (c), then,"} +{"idx": 65, "level": 4, "span": "(d) By estimating the quantity received or delivered by receipts or deliveries during periods under similar conditions when the\nmeter was registering accurately."} +{"idx": 65, "level": 4, "span": "(a) Allocations required for determining payments or fees due under this Agreement or the amounts shown on the Monthly Loss/\nGain Report shall be made by Gatherer in a commercially reasonable manner. Gatherer shall provide an allocation methodology to Producer for its review and approval through the process outlined in Section 3.1(c) with respect to the System\nPlan. The factors that Gatherer may use in making such allocations include but are not limited to throughput volumes, total consumption of System Fuel, total consumption of Other System Fuel, System L&U, the Thermal Content of Drip Condensate,\nthe Thermal Content of Flash Gas, the relative effort required to move the applicable product through the facilities of Gatherer and other factors determined in good faith by Gatherer. Profit shall not be a component in the allocation of Drip\nCondensate, Flash Gas, System L&U, System Fuel or Other System Fuel. The allocations shall be based upon the measurements taken and quantities determined for the applicable Month."} +{"idx": 65, "level": 4, "span": "(b) Gatherer will allocate, in a manner that is commercially reasonable and determined by Gatherer in good faith, to a\nparticular Receipt Point, the Drip Condensate collected from a Facility Segment."} +{"idx": 65, "level": 1, "span": "EXHIBIT A"} +{"idx": 65, "level": 2, "span": "DESCRIPTION OF DEDICATION AREA\n•Section 20, Block 54, Township 1 South, T&P RR, Loving County, Texas\n•East 240 acres of Section 24, Block 54, Township 1 South, T&P RR, Loving County, Texas\n•Section 26, Block 54, Township 1 South, T&P RR, Loving County, Texas\n•Section 32, Block 54, Township 1 South, T&P RR, Loving County, Texas\n•East  1⁄2 of Section 42, Block 54, Township 1 South, T&P RR, Loving County, Texas"} +{"idx": 65, "level": 1, "span": "EXHIBIT B"} +{"idx": 65, "level": 2, "span": "INSURANCE\nEach of\nGatherer and Producer shall purchase and maintain (or cause to be purchased and maintained) in full force and effect at all times during the Term of this Agreement, at such Party’s sole cost and expense and from insurance companies that are\nrated (or whose reinsurers are rated) “A-VII” or better by AM Best or “BBB-” or better by Standard & Poor’s or an equivalent rating from another recognized\nrating agency, policies providing the types and limits of insurance indicated below, which insurance shall be regarded as a minimum and, to the extent of the obligations undertaken by such Party in this Agreement, shall be primary (with the\nexception of the Excess Liability Insurance and Workers’ Compensation) as to any other existing, valid, and collectable insurance. Each Party’s deductibles shall be borne by that Party.\nA. Where applicable, Workers’ Compensation and Employers’ Liability Insurance, in accordance with the statutory requirements of the State of Texas,\nand endorsed specifically to include the following:\n1. Employers’ Liability, subject to a limit of liability of not less than\n$1,000,000 per accident, $1,000,000 for each employee/disease, and a $1,000,000 policy limit.\nThe Workers’ Compensation and Employers’\nLiability Insurance policy(ies) shall contain an alternate employer endorsement.\nB. Commercial General Liability Insurance, with limits of liability of\nnot less than the following:\n$2,000,000 general aggregate\n$1,000,000 each occurrence, Bodily Injury or Property Damage Combined Single Limit\nSuch insurance shall include the following:\n1.Premises and Operations coverage.\n2.Contractual Liability covering the liabilities assumed under this Agreement.\n3.Broad Form Property Damage Liability endorsement, unless policy is written on November 1988 or later ISO form.\n4.Products and Completed Operations.\n5.Time Element Limited Pollution coverage.\nC. If applicable, Automobile Liability Insurance, with limits of\nliability of not less than the following:\n$1,000,000 Bodily Injury or Property Damage Combined Single Limit, for each occurrence.\nSuch coverage shall include hired and non-owned vehicles and owned\nvehicles where applicable.\nD. Excess Liability Insurance, with limits of liability not less than the following:\nLimits of Liability - $10,000,000 Occurrence/Aggregate for Bodily Injury and\nProperty Damage in excess of the coverage outlined in Paragraphs A, B, and C.\nThe limits of coverage required in this Agreement may be met with any combination of policies as long as the minimum required limits are met.\nEach Party to this Agreement shall have the right to acquire, at its own expense, such additional insurance coverage as it desires to further protect itself\nagainst any risk or liability with respect to this Agreement and operations and activities under this Agreement or related thereto. All insurance maintained by or on behalf of Producer or Gatherer shall contain a waiver by the insurance company of\nall rights of subrogation in favor of the other Party.\nNeither the minimum policy limits of insurance required of the Parties nor the actual amounts of\ninsurance maintained by the Parties under their insurance program shall operate to modify the Parties’ liability or indemnity obligations in this Agreement.\nA Party may self-insure the requirements in this Exhibit B if such Party or its parent is considered investment grade (S&P BBB- or equivalent or higher)."} +{"idx": 65, "level": 4, "span": "(End of Exhibit B)"} +{"idx": 65, "level": 3, "span": "1. Employers’ Liability, subject to a limit of liability of not less than\n$1,000,000 per accident, $1,000,000 for each employee/disease, and a $1,000,000 policy limit."} +{"idx": 65, "level": 1, "span": "EXHIBIT C"} +{"idx": 65, "level": 2, "span": "INDIVIDUAL FEE; THRESHOLD AMOUNT\n[Provided Separately]"} diff --git a/data/auto_parse/level_freeze/frozen/idx_66.jsonl b/data/auto_parse/level_freeze/frozen/idx_66.jsonl new file mode 100644 index 0000000..19c44dd --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_66.jsonl @@ -0,0 +1,21 @@ +{"idx": 66, "level": 1, "span": "2017 AFI RSU | STOCK (US AND NON-US)"} +{"idx": 66, "level": 1, "span": "(With Australian Addendum)"} +{"idx": 66, "level": 1, "span": "2017 Long-Term Time-Based Restricted Stock Unit Grant"} +{"idx": 66, "level": 1, "span": "ARMSTRONG FLOORING, INC.\n2500 Columbia Ave., P.O. Box 3025\nLancaster, PA 17604\n717.672.9611"} +{"idx": 66, "level": 0, "span": "ARMSTRONG FLOORING, INC. 2016 LONG-TERM INCENTIVE PLAN"} +{"idx": 66, "level": 1, "span": "TIME-BASED RESTRICTED STOCK UNIT GRANT"} +{"idx": 66, "level": 1, "span": "TERMS AND CONDITIONS"} +{"idx": 66, "level": 1, "span": "* * *"} +{"idx": 66, "level": 1, "span": "ADDENDUM"} +{"idx": 66, "level": 1, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 66, "level": 1, "span": "TIME-BASED RESTRICTED STOCK UNIT GRANT"} +{"idx": 66, "level": 1, "span": "Additional Terms and Conditions and Notifications\nThis Addendum includes special terms and conditions that govern the Time-Based Units granted to the Grantee if the Grantee resides in the countries listed herein. These terms and conditions are in addition to the terms and conditions set forth in the Grant Conditions. This Addendum may also include information regarding certain other issues of which the Grantee should be aware with respect to the Grantee’s participation in the Plan. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Grant Conditions (of which this Addendum is a part) and the Plan."} +{"idx": 66, "level": 1, "span": "AUSTRALIA"} +{"idx": 66, "level": 1, "span": "SECURITIES LAW DISCLOSURE\nFor the purposes of this section of the Addendum:\n“Australian Participants” means all persons to whom an offer or invitation of Time-Based Units are made in Australia under the Plan.\n“Exchange” means the New York Stock Exchange.\n“related body corporate” has the meaning given in section 50 of the Corporations Act 2001 (Cth)."} +{"idx": 66, "level": 1, "span": "General Advice Only\nAny advice given by the Company or any related body corporate of the Company in relation to the Time-Based Units offered under the Plan does not take into account an Australian Participant’s objectives, financial situation and needs. Australian Participants should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities & Investments Commission to give such advice."} +{"idx": 66, "level": 1, "span": "Acquisition price\nNo acquisition price is payable by Australian Participants for the Company to grant you the number of Time-Based Units set forth in the Grant Letter."} +{"idx": 66, "level": 1, "span": "Risks of Time-Based Units and Company Stock\nAcquiring and holding Time-Based Units and Company Stock involves risk. These risks include that:\n(a)    there is no guarantee that Company Stock will grow in value - it may decline in value. Stock markets are subject to fluctuations and the price of Company Stock can rise\nand fall, depending upon the Company’s performance and other internal and external factors.\n(b)    the Company may decide not to continue to pay dividends on its Company Stock at the current level, or may decide to cease the payment of dividends on its Company Stock.\n(c)    there are tax implications involved in acquiring and holding Time-Based Units and Company Stock and the tax regime applying to Australian Participants may change."} +{"idx": 66, "level": 3, "span": "(a)    there is no guarantee that Company Stock will grow in value - it may decline in value\nStock markets are subject to fluctuations and the price of Company Stock can rise"} +{"idx": 66, "level": 3, "span": "(b)    the Company may decide not to continue to pay dividends on its Company Stock at the current level, or may decide to cease the payment of dividends on its Company Stock."} +{"idx": 66, "level": 3, "span": "(c)    there are tax implications involved in acquiring and holding Time-Based Units and Company Stock and the tax regime applying to Australian Participants may change."} +{"idx": 66, "level": 1, "span": "Market Price of Company Stock in Australian Dollars\nAn Australian Participant could, from time to time, ascertain the market price of Company Stock by obtaining that price from the Exchange website, the Company website or The Wall Street Journal, and multiplying that price by a published exchange rate to convert U.S. Dollars into Australian Dollars."} diff --git a/data/auto_parse/level_freeze/frozen/idx_67.jsonl b/data/auto_parse/level_freeze/frozen/idx_67.jsonl new file mode 100644 index 0000000..c329a18 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_67.jsonl @@ -0,0 +1,68 @@ +{"idx": 67, "level": 0, "span": "1.1    “Affiliate” shall mean any Person directly or indirectly controlling, controlled by or under common control with the Company (including the Parent and any Person directly or indirectly controlling, controlled by or under common control with the Parent).\n1.2    “Base Salary” shall mean the salary provided for in Section 3.1 of this Agreement, as the same may be increased thereunder.\n1.3    “Board” shall mean the Board of Directors of the Parent, including any successor of the Parent in the event of a Change in Control.\n1.4    “Cause” shall mean that the Executive: (a) has been found unsuitable to hold a gaming license by final, non-appealable decision of the Nevada Gaming Commission; (b) has been convicted of any felony; (c) has engaged in acts or omissions constituting gross negligence or willful misconduct resulting, in either case, in material economic harm to the Company; or (d) has materially breached this Agreement.\n1.5    “Change in Control” shall mean the occurrence of any of the following events:\n(a)    The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a Permitted Holder, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then-outstanding securities entitled to vote generally in the election of members of the Board (the “Voting Power”) at such time; provided that the following acquisitions shall not constitute a Change in Control: (i) any such acquisition directly from the Parent; (ii) any such acquisition by the Parent; (iii) any such acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent or any of its subsidiaries; or (iv) any such acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) below; or\n(b)    individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, that any individual becoming a director subsequent to the Effective Date, whose election, or nomination for election by the Parent’s stockholders, was approved by a vote of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Parent in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than either the Board or any Permitted Holder; or\n(c)    consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Parent (a “Business Combination”), in each case, unless following such Business Combination, (i) either (A) Permitted Holders or (B) all or substantially all of the individuals and entities who were the beneficial owners of the Voting Power immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such transaction (including an entity that, as a result of such transaction, owns the Parent or substantially all of the Parent’s assets either directly or through one or more subsidiaries) and, in the case of the foregoing clause (B), in substantially the same proportions relative to each other as their ownership immediately prior to such transaction of the securities representing the Voting Power, (ii) no Person (excluding any Permitted Holder, any entity resulting from such transaction or any employee benefit plan (or related trust) sponsored or maintained by the Parent or such entity resulting from such transaction) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such transaction, or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to such transaction, and (iii) at least a majority of the members of the board of directors of the entity resulting from such transaction were members of the Incumbent Board at the time of the execution of the initial agreement with respect to, or the action of the Board providing for, such transaction; or\n(d)    approval by the stockholders of the Parent of a complete liquidation or dissolution of the Parent.\n1.6    “Code” shall mean the Internal Revenue Code of 1986, as amended.\n1.7    “Company Group” shall mean the Parent together with its subsidiaries.\n1.8    “Company Property” shall mean all property, items and materials provided by the Company or any Affiliate to the Executive, or to which the Executive has access, in the course of his employment, including all files, records, documents, drawings, specifications, memoranda, notes, reports, manuals, equipment, computer disks, videotapes, blueprints and other documents and similar items relating to the Company or any Affiliate, or their respective customers, whether prepared by the Executive or others, and any and all copies, abstracts and summaries thereof.\n1.9    “Confidential Information” shall mean all nonpublic and/or proprietary information respecting the business of the Company or any Affiliate, including products, programs, projects, promotions, marketing plans and strategies, business plans or practices, business operations, employees, research and development, intellectual property, software, databases, trademarks, pricing information and accounting and financing data. Confidential Information also includes information concerning the Company’s or any Affiliate’s customers, such as their identity, address, preferences, playing patterns and ratings or any other information kept by the Company or any Affiliate concerning customers, whether or not such information has been reduced to documentary form. Confidential Information does not include information that is, or becomes, available to the public unless such availability occurs through an unauthorized act on the part of the Executive or another person with an obligation to maintain the confidentiality of such information.\n1.10    “Disability” shall mean a physical or mental incapacity that prevents the Executive from performing the essential functions of his position with the Company for a minimum period of 90 days as determined (a) in accordance with any long-term disability plan provided by the Company of which the Executive is a participant, or (b) by the following procedure: The Executive agrees to submit to medical examinations by a licensed healthcare professional selected by the Company, in its sole discretion, to determine whether a Disability exists. In addition, the Executive may submit to the Company documentation of a Disability, or lack thereof, from a licensed healthcare professional of his choice. Following a determination of a Disability or lack of Disability by the Company’s or the Executive’s licensed healthcare professional, any other Party may submit subsequent documentation relating to the existence of a Disability from a licensed healthcare professional selected by such other Party. In the event that the medical opinions of such licensed healthcare professionals conflict, such licensed healthcare \n1.11    “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.\n1.12    “Good Reason” shall mean and exist if there has been a Change in Control and, thereafter, without the Executive’s prior written consent, one or more of the following events occurs:\n(a)    the Executive suffers a material reduction in the authorities, duties or responsibilities associated with his position as described in Section 2.3, or the Executive is assigned any duties or responsibilities that are inconsistent with the scope of duties and responsibilities associated with the Executive’s position as described in Section 2.3;\n(b)    the Executive is required to relocate from, or maintain his principal office outside of, Las Vegas, Nevada;\n(c)    the Executive’s Base Salary is decreased by the Company;\n(d)    the Company discontinues its bonus plan and equity incentive plan in which the Executive participates without immediately replacing such bonus plan and equity plan with plans that are the substantial economic equivalent of such bonus plan and equity plan, or amends such bonus plan and equity plan so as to materially reduce the Executive’s potential bonus and equity incentives at any given level of economic performance of the Company;\n(e)    the Company materially reduces the Employee Benefits Program provided to the Executive as described in Section 4 and such reduction does not also apply to similarly situated executives (other than Frank J. Fertitta III) of the Company;\n(f)    the Company or the Parent materially breaches this Agreement; or\n(g)    the Company fails to obtain a written agreement satisfactory to the Executive from any successor or assign of the Company to assume and perform this Agreement.\n1.13    [Intentionally omitted.]\n1.14    [Intentionally omitted.]\n1.15    “Permitted Holder” shall mean (a) (i) Frank J. Fertitta III and Lorenzo J. Fertitta and (ii) any lineal descendants of such persons; (b) executors, administrators or legal representatives of the estate of any person listed in clause (a) of this sentence; (c) heirs, distributees and beneficiaries of any person listed in clause (a) of this sentence; (d) any trust as to which any of the foregoing is a settlor or co-settlor; and (e) any corporation, partnership or other entity which is, directly or indirectly, controlling, controlled by or under common control with, any of the foregoing.\n1.16    “Person” shall mean any individual, firm, partnership, association, trust, company, corporation, limited liability company, joint-stock company, unincorporated organization, government, political subdivision or other entity.\n1.17    “Pro Rata Annual Bonus” shall mean the amount of Annual Bonus, multiplied by a fraction, the numerator of which is the number of days in such year during which the Executive was actually employed by the Company (or its predecessor) and the denominator of which is 365.\n1.18    “Restricted Area” shall mean (a) the City of Las Vegas, Nevada, and the area within a 30-mile radius of that city, and (b) any area in or within a 30-mile radius of any other jurisdiction in which the Company or any of its Affiliates is directly or indirectly engaged in the development, ownership, operation or management of any gaming activities or is actively pursuing any such activities.\n1.19    “Restricted Period” shall mean the first anniversary of the date of the Executive’s termination of employment with the Company Group. \n1.20    “Target Annual Bonus” shall mean an amount that is no less than 100% of the Executive’s then current Base Salary.\n1.21    “Target Annual Equity Incentive” shall mean an amount that is no less than 200% of the Executive’s then current Base Salary.\n1.22    “Term of Employment” shall mean the period specified in Section 2.2.\n2.    TERM OF EMPLOYMENT, POSITIONS AND RESPONSIBILITIES.\n2.1    Employment Accepted. The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, for the Term of Employment, in the positions and with the duties and responsibilities set forth in Section 2.3, and upon such other terms and conditions as are stated in this Agreement.\n2.2    Term of Employment. The Term of Employment shall commence upon the Execution Date and, unless earlier terminated pursuant to the provisions of this Agreement, shall terminate upon the close of business on the day immediately preceding the fifth anniversary of the Execution Date.\n2.3    Title and Responsibilities. During the Term of Employment, the Executive shall be employed as the Executive Vice President and Chief Administrative Officer. In carrying out his duties under this Agreement, the Executive shall report directly to the President and/or Chief Executive Officer of the Company. During the Term of Employment, the Executive shall devote full time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote the interests of the Company Group. Anything herein to the contrary notwithstanding, the Executive shall not be precluded from engaging in charitable and community affairs and managing his personal investments, to the extent such activities do not materially interfere with the Executive’s duties and obligations under this Agreement, it being expressly understood and agreed that, to the extent any such activities have been conducted by the Executive prior to the date of this Agreement and disclosed to the Board in writing prior to the date of this Agreement, the continued conduct of such activities (or, in lieu thereof, activities similar in nature and scope thereto) after the date of this Agreement shall be deemed not to interfere with the Executive’s duties and obligations to the Company under this Agreement. The Executive may serve as a member of the board of directors of other corporations, subject to the approval of a majority of the Board, which approval shall not be unreasonably withheld or delayed.\n3.    COMPENSATION.\n3.1    Base Salary. During the Term of Employment, the Executive shall be entitled to receive a base salary payable no less frequently than in equal bi-weekly installments at an annualized rate of no less than $600,000 (the “Base Salary”). The Base Salary shall be reviewed annually for increase (but not decrease) in the discretion of the Board. In conducting any such annual review, the Board shall take into account any change in the Executive’s responsibilities, increases in the compensation of other executives of the Company or any Affiliate (or any comparable competitor(s) of the Company Group), the performance of the Executive, the results and projections of the Company Group and other pertinent factors. Such increased Base Salary shall then constitute the Executive’s “Base Salary” for purposes of this Agreement.\n3.2    Annual Bonus. The Company may pay the Executive an annual bonus (the “Annual Bonus”) for each calendar year ending during the Term of Employment in an amount that will be determined by the Board based on the performance of the Executive and of the business of the Company Group, but with a targeted annual payment amount (based upon achievement of applicable target-level performance) equal to the Target Annual Bonus; provided, however, that the Executive’s Annual Bonus for the calendar year ending December 31, 2017 shall not be less than $600,000. The Annual Bonus awarded to the Executive shall be paid at the same time as annual bonuses are paid to other senior officers of the Company, and in any event no later than March 1 of the year following the calendar year in which such bonus is earned.\n3.3    Equity Incentives. The Executive shall be eligible to participate in the Company’s and the Parent’s long-term incentive plans on terms and amounts to be determined by the Board in its discretion, but with a targeted annual payment amount equal to the Target Annual Equity Incentive.\n3.4    Initial Equity Award. Not later than fifteen days following the Effective Date, the Parent shall grant to the Executive an initial equity grant (the “Initial Equity Award”) as follows: (a) a stock option to acquire shares of the Parent’s common stock, at an exercise price per share equal to the per share price of the Parent’s common stock as of such grant date, with the number of shares subject to such stock option being that necessary to cause the Black-Scholes-Merton value of such stock option on the Pricing Date to be equal to 200% of the Base Salary, which will vest 25% on each of the first four anniversaries of the Effective Date (subject to the Executive’s continued employment on the applicable vesting date); and (b) a number of restricted shares of the Parent equal to 100% of the Base Salary divided by the per share price of the Parent’s common stock as of such grant date, which will vest 50% on each of the third and fourth anniversaries of the Effective Date (subject to the Executive’s continued employment on the applicable vesting date). The Initial Equity Award shall be subject to the terms of the Red Rock Resorts, Inc. 2016 Equity Incentive Plan and the terms of the applicable award agreements.\n4.    EMPLOYEE BENEFIT PROGRAMS.\n4.1    Pension and Welfare Benefit Plans. During the Term of Employment, the Executive and his dependents where applicable shall be entitled to participate in all employee benefit programs made available to the Company’s executives or salaried employees generally, as such programs may be in effect from time to time, including pension and other retirement plans, group life insurance, group health insurance, accidental death and dismemberment insurance, long-term disability, sick leave (including salary continuation arrangements), vacations (of at least four weeks per year), holidays and other employee benefit programs sponsored by the Company; provided, however, that such benefits shall not duplicate the benefits provided pursuant to Section 4.2. Employer agrees, that until such time as the Executive and his dependents where applicable are eligible to participate in the Company’s group health, executive medical, disability and life insurance-related coverage and/or benefits as described in Section 4.2, the Company shall reimburse Executive for the premium payments that the Executive is required to make to the Executive’s prior employer in order to maintain the benefits that the Executive is entitled to receive pursuant to under Section 601 through 607 of the Employee Retirement Income Security Act of 1974, as amended. \n4.2    Additional Pension, Welfare and Other Benefits. During the Term of Employment, the Company shall also provide the Executive and his dependents where applicable with substantially the same group health, executive medical, disability and life insurance-related coverage and/or benefits and tax preparation services as provided to similarly situated executives (other than Frank J. Fertitta III) of the Company as of the Effective Date. \n5.    BUSINESS EXPENSE REIMBURSEMENT. During the Term of Employment, the Executive shall be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him in performing services under this Agreement, subject to providing the proper documentation of said expenses.\n6.    TERMINATION OF EMPLOYMENT.\n6.1    Termination Due to Death or Disability. The Executive’s employment shall be terminated immediately in the event of his death or Disability. In the event of a termination due to the Executive’s death or Disability, the Executive or his estate, as the case may be, shall be entitled, in lieu of any other compensation whatsoever, to:\n(a)    Base Salary at the rate in effect at the time of his termination through the date of termination of employment;\n(b)    any accrued but unpaid vacation or holiday pay through the date of termination of employment; \n(c)    any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;\n(d)    a Pro Rata Annual Bonus for the fiscal year in which death or Disability occurs, payable as specified in Section 3.2;\n(e)    subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and\n(f)    such rights to other compensation and benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and provisions of such plans and programs.\n6.2    Termination by the Company for Cause. The Company may terminate the Executive for Cause at any time during the Term of Employment by giving written notice to the Executive within 90 days of the Company first becoming aware of the existence of Cause, and, unless the Executive takes remedial action resulting in the cessation of Cause within 30 days of receipt of such notification, the Company may terminate his employment for Cause at any time during the 40-day period following the expiration of such 30-day period (or, if such act or failure to act is not susceptible to remedy, during the 40-day period following the Company’s provision of notice regarding the existence of Cause). In the event of a termination for Cause, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:\n(a)    Base Salary at the rate in effect at the time of his termination through the date of termination of employment;\n(b)    any accrued but unpaid vacation or holiday pay through the date of termination of employment;\n(c)    any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;\n(d)    subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and\n(e)    such rights to other benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.\n6.3    Termination by the Executive Without Good Reason. The Executive may terminate his employment on his own initiative for any reason upon 30 days’ prior written notice to the Company; provided, however, that during such notice period, the Executive shall reasonably cooperate with the Company (at no cost to the Executive) in minimizing the effects of such termination on the Company Group. Such termination shall have the same consequences as a termination for Cause under Section 6.2.\n6.4    Termination by the Company Without Cause. Notwithstanding any other provision of this Agreement, the Company may terminate the Executive’s employment without Cause, other than due to death or Disability, at any time during the Term of Employment by giving written notice to the Executive. In the event of such termination, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:\n(a)    Any unpaid Base Salary at the rate in effect at the time of his termination through the date of termination of employment;\n(b)    any accrued but unpaid vacation or holiday pay through the date of termination of employment;\n(c)    subject to Section 7.3, an amount equal to the Executive’s annual Base Salary at the rate in effect at the time of his termination, paid in 12 equal monthly installments;\n(d)    any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;\n(e)    subject to Section 7.3, a Pro-Rata Annual Bonus for the fiscal year in which such termination of employment occurs, payable as specified in Section 3.2;\n(f)    subject to Section 5, reimbursement of expenses incurred but not paid prior to such termination of employment;\n(g)    (i) continuation of the Executive’s group health insurance and long‑term disability insurance, at the level in effect at the time of his termination of employment, through the end of the 12th month following such termination, or (ii) in the event the Company determines that continuation of such coverage is not permitted, a lump-sum payment to the Executive of the economic equivalent thereof (as if the Executive were employed during such period); and\n(h)    such rights to other benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.\n6.5    Termination by the Executive With Good Reason. The Company covenants and agrees that it will not take any action, or fail to take any action, that will provide Good Reason for the Executive to terminate this Agreement. In the event that the Company takes any action, or fails to take any action, in violation of the proceeding sentence, then the Executive shall give, within 90 days of the Executive first becoming aware of the occurrence of such action or failure to act, written notice to the Company of the existence of Good Reason, and, unless the Company takes remedial action resulting in the cessation of Good Reason within 30 days of receipt of such notification, the Executive may terminate his employment for Good Reason at any time during the 40-day period following the expiration of such 30-day period (or, if such act or failure to act is not susceptible to remedy, during the 40-day period following the Executive’s provision of notice regarding the existence of Good Reason). Such termination shall have the same consequences as a termination without Cause under Section 6.4. For the avoidance of doubt, in addition to the provisions set forth in Section 6.4, any unvested Initial Equity Award granted under Section 3.4 as well as any unvested awards granted under Section 3.4 during Term of Employment shall immediately vest upon the termination date to the extent required under the terms of the Red Rock Resorts, Inc. 2016 Equity Incentive Plan.\n7.    CONDITIONS TO PAYMENTS.\n7.1    Timing of Payments. Unless otherwise provided herein or required by law, any payments to which the Executive shall be entitled under Section 6 following the termination of his employment shall be made as promptly as practicable and in no event later than five business days following such termination of employment; provided, however, that any amounts payable pursuant to Section 6.4(a) (or the same amounts payable pursuant to Section 6.5) shall be payable beginning upon the Company’s first ordinary payroll date after the 30th day following the termination of his employment, subject to the satisfaction of the conditions set forth in Section 7.3 prior to such date.\n7.2    No Mitigation; No Offset. In the event of any termination of employment under Section 6, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to the Executive on account of any remuneration attributable to any subsequent employment that the Executive may obtain. Any amounts payable to the Executive are in the nature of severance payments, or liquidated damages, or both, and are not in the nature of a penalty.\n7.3    General Release. No amounts payable to the Executive upon the termination of his employment pursuant to Section 6.4(a) or (c) (or the same amounts payable pursuant to Section 6.5) shall be made to the Executive unless and until he executes a general release substantially in the form annexed to this Agreement as Exhibit A and such general release becomes effective within 30 days after the date of termination pursuant to its terms. If such release does not become effective within the time period prescribed above, the Company’s obligations under Section 6.4(a) or (c) (or the same amounts payable pursuant to Section 6.5) shall cease immediately.\n8.    EXCISE TAX.\n8.1    Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a change in control of the Company or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income and employment taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).\n8.2    In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order (unless reduction in another order is required to avoid adverse consequences under Section 409A of the Code, in which case, reduction will be in such other order): (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payment and payments and benefits due in respect of any equity not subject to Section 409A of the Code, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A of the Code as deferred compensation.\n8.3    For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.\n8.4    At the time that payments are made under this Agreement, the Company will provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations, including any opinions or other advice the Company received from Tax Counsel or the Auditor. If the Executive objects to the Company’s calculations, the Company will pay to the Executive such portion of the Total Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of this Section 8. All determinations required by this Section 8 (or requested by either the Executive or the Company in connection with this Section 8) will be at the expense of the Company. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 8 will not of itself limit or otherwise affect any other rights of the Executive under this Agreement.\n9.    INDEMNIFICATION.\n9.1    General. The Company agrees that if the Executive is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (an “Indemnifiable Action”), by reason of the fact that he is or was a director or officer of the Company or the Parent or is or was serving at the request of the Company or the Parent as a director, officer, member, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Indemnifiable Action is alleged action in an official capacity as a director, officer, member, employee or agent he shall be indemnified and held harmless by the Company and the Parent to the fullest extent authorized by Nevada law and the Company’s and the Parent’s by-laws, as the same exist or may hereafter be amended (but, in the case of any such amendment to the Company’s or the Parent’s by-laws, only to the extent such amendment permits the Company or the Parent to provide broader indemnification rights than the Company’s or the Parent’s by-laws permitted the Company or the Parent to provide before such amendment, as applicable), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith. The indemnification provided to the Executive pursuant to this Section 9 shall be in addition to, and not in lieu of, any indemnification provided to the Executive pursuant to (a) any separate indemnification agreement between the Executive and any member of the Company Group, (b) the Company’s and/or the Parent’s charter and/or bylaws, and/or (c) applicable law; provided that nothing herein or therein shall entitle the Executive to recover any expense, liability or loss more than once.\n9.2    Procedure. The indemnification provided to the Executive pursuant to this Section 9 shall be subject to the following conditions:\n(a)    The Executive must promptly give the Company written notice of any actual or threatened Indemnifiable Action and, upon providing such notice, the Executive shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination; provided, however, that the Executive’s failure to give such notice shall not affect the Company’s obligations hereunder;\n(b)    The Company will be permitted, at its option, to participate in, or to assume, the defense of any Indemnifiable Action, with counsel approved by the Executive; provided, however, that (i) the Executive shall have the right to employ his own counsel in such Indemnifiable Action at the Executive’s expense; and (ii) if (A) the retention of counsel by the Executive has been previously authorized by the Company, (B) the Executive shall have concluded, based on the advice of his legal counsel, that there may be a conflict of interest between the Company and the Executive in the conduct of any such defense, or (C) the Company shall not, in fact, have retained counsel to assume the defense of such Indemnifiable Action, the fees and expenses of the Executive’s counsel shall be at the expense of the Company; and provided, further, that the Company shall not settle any action or claim that would impose any limitation or penalty on the Executive without obtaining the Executive’s prior written consent, which consent shall not be unreasonably withheld;\n(c)    The Executive must provide reasonable cooperation to the Company in the defense of any Indemnifiable Action; and\n(d)    The Executive must refrain from settling any Indemnifiable Action without obtaining the Company’s prior written consent, which consent shall not be unreasonably withheld.\n9.3    Advancement of Costs and Expenses. The Company agrees to advance all costs and expenses referred to in Sections 9.1 and 9.6; provided, however, that the Executive agrees to repay to the Company any amounts so advanced only if, and to the extent that, it shall ultimately be determined by a court of competent jurisdiction that the Executive is not entitled to be indemnified by the Company or the Parent as authorized by this Agreement. The advances to be made hereunder shall be paid by the Company to or on behalf of the Executive within 20 days following delivery of a written request therefor by the Executive to the Company. The Executive’s entitlement to advancement of costs and expenses hereunder shall include those incurred in connection with any action, suit or proceeding by the Executive seeking a determination, adjudication or arbitration in award with respect to his rights and/or obligations under this Section 9.\n9.4    Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending an Indemnifiable Action in advance of its final disposition conferred in this Section 9 shall not be exclusive of any other right which the Executive may have or hereafter may acquire under any statute, provision of the certificate of incorporation or by-laws of the Company or the Parent, agreement, vote of stockholders or disinterested directors or otherwise.\n9.5    D&O Insurance. The Company will maintain a directors’ and officers’ liability insurance policy covering the Executive that provides coverage that is reasonable in relation to the Executive’s position during the Term of Employment.\n9.6    Witness Expenses. Notwithstanding any other provision of this Agreement, the Company and the Parent shall indemnify the Executive if and whenever he is a witness or threatened to be made a witness to any action, suit or proceeding to which the Executive is not a party, by reason of the fact that the Executive is or was a director or officer of the Company or its Affiliates or by reason of anything done or not done by him in such capacity, against all expense, liability and loss incurred or suffered by the Executive in connection therewith; provided, however, that if the Executive is no longer employed by the Company, the Company will compensate him, on an hourly basis, for all time spent (except for time spent actually testifying), at either his then current compensation rate or his Base Salary at the rate in effect as of the termination of his employment, whichever is higher.\n9.7    Survival. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement, regardless of the reason for such termination.\n10.    DUTY OF LOYALTY.\n10.1    General. The Parties hereto understand and agree that the purpose of the restrictions contained in this Section 10 is to protect the goodwill and other legitimate business interests of the Company and its Affiliates and that the Company would not have entered into this Agreement in the absence of such restrictions. The Executive acknowledges and agrees that the restrictions are reasonable and do not, and will not, unduly impair his ability to earn a living after the termination of his employment with the Company.\n10.2    Confidential Information. The Executive understands and acknowledges that Confidential Information constitutes a valuable asset of the Company and its Affiliates and may not be converted to the Executive’s own or any third party’s use. Accordingly, the Executive hereby agrees that he shall not, directly or indirectly, during the Term of Employment or at any time after the termination of his employment, disclose any Confidential Information to any Person not expressly authorized by the Company to receive such Confidential Information. The Executive further agrees that he shall not, directly or indirectly, during the Term of Employment or at any time after the termination of his employment, use or make use of any Confidential Information in connection with any business activity other than that of the Company. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter the Company’s or the Parent’s rights, or the Executive’s obligations, under any state or federal statutory or common law regarding trade secrets and unfair trade practices.\n10.3    Company Property. All Company Property is and shall remain exclusively the property of the Company. Unless authorized in writing to the contrary, the Executive shall promptly, and without charge, deliver to the Company on the termination of employment hereunder, or at any other time the Company may so request, all Company Property that the Executive may then possess or have under his control.\n10.4    Required Disclosure. In the event the Executive is required by law or court order to disclose any Confidential Information or to produce any Company Property, the Executive shall promptly notify the Company of such requirement and provide the Company with a copy of any court order or of any law which requires such disclosure and, if the Company so elects, to the extent permitted by applicable law, give the Company an adequate opportunity, at its own expense, to contest such law or court order prior to any such required disclosure or production by the Executive.\n10.5    Non-Solicitation of Employees. The Executive agrees that, during the Restricted Period, he will not, directly or indirectly, for himself, or as agent, or on behalf of or in conjunction with any other person, firm, partnership, corporation or other entity, induce or entice any employee of the Company or any Affiliate to leave such employment, or otherwise hire or retain any employee of the Company or any Affiliate, or cause or assist anyone else in doing so. For the purposes of this Section 10.5, the term “employee” shall include consultants and independent contractors, and shall be deemed to include current employees and any employee who left the employ of the Company or any Affiliate within six months prior to any such inducement or enticement or hiring or retention of that person. The term “employee” as used in this Section 10.5 does not include the Executive’s executive assistant.\n10.6    Non-Competition. The Executive agrees that, during the Restricted Period, the Executive shall not, without the express written consent of the Board, directly or indirectly enter the employ of, act as a consultant to or otherwise render any services on behalf of, act as a lender to, or be a director, officer, principal, agent, stockholder, member, owner or partner of, or permit the Executive’s name to be used in connection with the activities of any other business, organization or third party engaged in the gaming industry or otherwise in the same business as the Company or any Affiliate and that directly or indirectly conducts its business in the Restricted Area.\n10.7    Remedies. The Executive and the Company acknowledge that the covenants contained in this Section 10 are reasonable under the circumstances. Accordingly, if, in the opinion of any court of competent jurisdiction, any such covenant is not reasonable in any respect, such court will have the right, power and authority to sever or modify any provision or provisions of such covenants as to the court will appear not reasonable and to enforce the remainder of the covenants as so amended. The Executive further acknowledges that the remedy at law available to the Company Group for breach of any of the Executive’s obligations under this Section 10 may be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, in addition to any other rights or remedies that the Company Group may have at law, in equity or under this Agreement, upon proof of the Executive’s violation of any such provision of this Agreement, the Company Group will be entitled to seek immediate injunctive relief and may seek a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage or the posting of any bond.\n10.8    Survival. The Executive agrees that the provisions of this Section 10 shall survive the termination of this Agreement and the termination of the Executive’s employment to the extent provided above.\n11.    DISPUTE RESOLUTION; FEES. Except as otherwise provided in Section 9.3, the Parties agree that in the event any Party finds it necessary to initiate any legal action to obtain any payments, benefits or rights provided by this Agreement to such Party, the other Party shall reimburse such Party for all attorney’s fees and other related expenses incurred by him or it to the extent such Party is successful in such action.\n12.    NOTICES. All notices, demands and requests required or permitted to be given to a Party under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give notice of:\n13.    BENEFICIARIES/REFERENCES. The Executive shall be entitled to select a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death, and may change such election, by giving the Company written notice thereof. In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.\n14.    SURVIVORSHIP. The respective rights and obligations of the Parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations, whether or not survival is specifically set forth in the applicable provisions. The provisions of this Section 14 are in addition to the survivorship provisions of any other Section of this Agreement.\n15.    REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants that he or it is fully authorized and empowered to enter into this Agreement and that the performance of his or its obligations under this Agreement will not violate any agreement between that Party and any other Person.\n16.    ENTIRE AGREEMENT. This Agreement contains the entire agreement among the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among the Parties with respect thereto. No representations, inducements, promises or agreements not embodied herein shall be of any force or effect.\n17.    ASSIGNABILITY; BINDING NATURE. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.\n18.    AMENDMENT OR WAIVER. No provision in this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by all Parties. No waiver by one Party of any breach by any other Party of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. No failure of the Company to exercise any power given it hereunder or to insist upon strict compliance by the Executive with any obligation hereunder, and no custom or practice at variance with the terms hereof, shall constitute a waiver of the right of the Company to demand strict compliance with the terms hereof.\n19.    SEVERABILITY. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. Without limiting the generality of the immediately preceding sentence, in the event that a court of competent jurisdiction or an arbitrator appointed in accordance with Section 21 determines that the provisions of this Agreement would be unenforceable as written because they cover too extensive a geographic area, too broad a range of activities or too long a period of time, or otherwise, then such provisions will automatically be modified to cover the maximum geographic area, range of activities and period of time as may be enforceable, and, in addition, such court or arbitrator (as applicable) is hereby expressly authorized to so modify this Agreement and to enforce it as so modified.\n20.    SECTION 409A. Notwithstanding anything in this Agreement to the contrary, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. \n21.    MUTUAL ARBITRATION AGREEMENT.\n21.1    Arbitrable Claims. All disputes between the Executive (and his attorneys, successors, and assigns) and the Company (and its trustees, beneficiaries, officers, directors, managers, affiliates, employees, agents, successors, attorneys, and assigns) relating in any manner whatsoever to the employment or termination of the Executive, including all disputes arising under this Agreement (“Arbitrable Claims”), shall be resolved by binding arbitration as set forth in this Section 21 (the “Mutual Arbitration Agreement”). Arbitrable Claims shall include claims for compensation, claims for breach of any contract or covenant (express or implied), and tort claims of all kinds, as well as all claims based on any federal, state, or local law, statute or regulation, but shall not include the Company’s right to seek injunctive relief as provided in Section 10.7. Arbitration shall be final and binding upon the Parties and shall be the exclusive remedy for all Arbitrable Claims. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JUDGE OR JURY IN REGARD TO ARBITRABLE CLAIMS, EXCEPT AS PROVIDED BY SECTION 21.4.\n21.2    Procedure. Arbitration of Arbitrable Claims shall be in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, as amended, and as augmented in this Agreement. Either Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, neither Party shall initiate or prosecute any lawsuit, appeal or administrative action in any way related to an Arbitrable Claim. The initiating Party must file and serve an arbitration claim within 60 days of learning the facts giving rise to the alleged claim. All arbitration hearings under this Agreement shall be conducted in Las Vegas, Nevada. The Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement. Subject to Section 11, the fees of the arbitrator shall be divided equally between both Parties.\n21.3    Confidentiality. All proceedings and all documents prepared in connection with any Arbitrable Claim shall be confidential and, unless otherwise required by law, the subject matter and content thereof shall not be disclosed to any Person other than the Parties, their counsel, witnesses and experts, the arbitrator and, if involved, the court and court staff.\n21.4    Applicability. This Section 21 shall apply to all disputes under this Agreement other than disputes relating to the enforcement of the Company’s rights under Section 10 of this Agreement.\n21.5    Acknowledgements. The Executive acknowledges that he:\n(a)    has carefully read this Section 21;\n(b)    understands its terms and conditions; and\n(c)    has entered into this Mutual Arbitration Agreement voluntarily and not in reliance on any promises or representations made by the Company other than those contained in this Mutual Arbitration Agreement.\n22.    GOVERNING LAW. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada without reference to the principles of conflict of laws thereof. In the event of any dispute or controversy arising out of or relating to this Agreement that is not an Arbitrable Claim, the Parties mutually and irrevocably consent to, and waive any objection to, the exclusive jurisdiction of any court of competent jurisdiction in Clark County, Nevada, to resolve such dispute or controversy.\n23.    HEADINGS; INTERPRETATION. The headings of the Sections and Sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement. The word “including” (in its various forms) means including without limitation. All references in this Agreement to “days” refer to “calendar days” unless otherwise specified.\n24.    CLAWBACK. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with any member of the Company Group or any Affiliate, which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be \n25.    WITHHOLDING. The Company and any Affiliate will have the right to withhold from any amount payable hereunder any federal, state, city, local, foreign or other taxes in order for the Company or any Affiliate to satisfy any withholding tax obligation it may have under any applicable law, regulation or ruling.\n26.    GUARANTEE. The Parent and Station Holdco LLC, to the fullest extent permitted by applicable law, hereby irrevocably and unconditionally guarantees to the Executive the prompt performance and payment in full when due of all obligations of the Company to the Executive under this Agreement. \n27.    COUNTERPARTS. This Agreement may be executed in counterparts, including by email delivery of a scanned signature page in pdf or tiff format, each of which shall be deemed an original and all of which shall constitute one and the same Agreement with the same effect as if all Parties had signed the same signature page. Any signature page of this Agreement may be delivered detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages.\n1.    RELEASE AND COVENANT. THE EXECUTIVE, OF HIS OWN FREE WILL, VOLUNTARILY RELEASES AND FOREVER DISCHARGES THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE PAST AND PRESENT AGENTS, EMPLOYEES, MANAGERS, REPRESENTATIVES, OFFICERS, DIRECTORS, ATTORNEYS, ACCOUNTANTS, TRUSTEES, SHAREHOLDERS, PARTNERS, INSURERS, HEIRS, PREDECESSORS-IN-INTEREST, ADVISORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM, AND COVENANTS NOT TO SUE OR PROCEED AGAINST ANY OF THE FOREGOING ON THE BASIS OF, ANY AND ALL PAST OR PRESENT CAUSES OF ACTION, SUITS, AGREEMENTS OR OTHER RIGHTS OR CLAIMS WHICH THE EXECUTIVE, HIS DEPENDENTS, RELATIVES, HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS HAS OR HAVE AGAINST ANY OF THE RELEASED PARTIES UPON OR BY REASON OF ANY MATTER ARISING OUT OF HIS EMPLOYMENT BY THE COMPANY AND ITS SUBSIDIARIES AND THE CESSATION OF SAID EMPLOYMENT, AND INCLUDING, BUT NOT LIMITED TO, ANY ALLEGED VIOLATION OF THE CIVIL RIGHTS ACTS OF 1964 AND 1991, THE EQUAL PAY ACT OF 1963, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (INCLUDING THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990), THE REHABILITATION ACT OF 1973, THE FAMILY AND MEDICAL LEAVE ACT OF 1993, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE EMPLOYMENT RETIREMENT INCOME SECURITY ACT OF 1974, THE NEVADA FAIR EMPLOYMENT PRACTICES ACT, THE LABOR LAWS OF THE UNITED STATES AND NEVADA, AND ANY OTHER FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDINANCE, OR PUBLIC POLICY, CONTRACT OR TORT LAW, HAVING ANY BEARING WHATSOEVER ON THE TERMS AND CONDITIONS OR CESSATION OF HIS EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES. THIS RELEASE DOES NOT AFFECT ANY RIGHTS THE EXECUTIVE MAY HAVE TO FILE A CHARGE WITH ANY FEDERAL OR STATE ADMINISTRATIVE AGENCY; PROVIDED, HOWEVER, THAT THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE IS NOT ENTITLED TO ANY PERSONAL RECOVERY IN ANY SUCH AGENCY PROCEEDINGS.\n2.    DUE CARE. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS RECEIVED A COPY OF THIS RELEASE PRIOR TO ITS EXECUTION AND HAS BEEN ADVISED HEREBY OF HIS OPPORTUNITY TO REVIEW AND CONSIDER THIS RELEASE FOR TWENTY-ONE (21) DAYS PRIOR TO ITS EXECUTION. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS BEEN ADVISED HEREBY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE. THE EXECUTIVE ENTERS INTO THIS RELEASE HAVING FREELY AND KNOWINGLY ELECTED, AFTER DUE CONSIDERATION, TO EXECUTE THIS RELEASE AND TO FULFILL THE PROMISES SET FORTH HEREIN. THIS RELEASE SHALL BE REVOCABLE BY THE EXECUTIVE DURING THE SEVEN (7) DAY PERIOD FOLLOWING ITS EXECUTION, AND SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD. IN THE EVENT OF SUCH A REVOCATION, THE EXECUTIVE SHALL NOT BE ENTITLED TO THE CONSIDERATION FOR THIS RELEASE SET FORTH ABOVE.\n3.    RELIANCE BY THE EXECUTIVE. THE EXECUTIVE ACKNOWLEDGES THAT, IN HIS DECISION TO ENTER INTO THIS RELEASE, HE HAS NOT RELIED ON ANY REPRESENTATIONS, PROMISES OR ARRANGEMENT OF ANY KIND, INCLUDING ORAL STATEMENTS BY REPRESENTATIVES OF THE COMPANY, EXCEPT AS SET FORTH IN THIS RELEASE.\n4.    MISCELLANEOUS. THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF. IF ANY PROVISION OF THIS RELEASE IS HELD INVALID OR UNENFORCEABLE FOR ANY REASON, THE REMAINING PROVISIONS SHALL BE CONSTRUED AS IF THE INVALID OR UNENFORCEABLE PROVISION HAD NOT BEEN INCLUDED."} +{"idx": 67, "level": 3, "span": "(a)    The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a Permitted Holder, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then-outstanding securities entitled to vote generally in the election of members of the Board (the “Voting Power”) at such time; provided that the following acquisitions shall not constitute a Change in Control: (i) any such acquisition directly from the Parent; (ii) any such acquisition by the Parent; (iii) any such acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent or any of its subsidiaries; or (iv) any such acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) below; or"} +{"idx": 67, "level": 3, "span": "(b)    individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, that any individual becoming a director subsequent to the Effective Date, whose election, or nomination for election by the Parent’s stockholders, was approved by a vote of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Parent in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than either the Board or any Permitted Holder; or"} +{"idx": 67, "level": 3, "span": "(c)    consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Parent (a “Business Combination”), in each case, unless following such Business Combination, (i) either (A) Permitted Holders or (B) all or substantially all of the individuals and entities who were the beneficial owners of the Voting Power immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such transaction (including an entity that, as a result of such transaction, owns the Parent or substantially all of the Parent’s assets either directly or through one or more subsidiaries) and, in the case of the foregoing clause (B), in substantially the same proportions relative to each other as their ownership immediately prior to such transaction of the securities representing the Voting Power, (ii) no Person (excluding any Permitted Holder, any entity resulting from such transaction or any employee benefit plan (or related trust) sponsored or maintained by the Parent or such entity resulting from such transaction) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such transaction, or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to such transaction, and (iii) at least a majority of the members of the board of directors of the entity resulting from such transaction were members of the Incumbent Board at the time of the execution of the initial agreement with respect to, or the action of the Board providing for, such transaction; or"} +{"idx": 67, "level": 3, "span": "(d)    approval by the stockholders of the Parent of a complete liquidation or dissolution of the Parent."} +{"idx": 67, "level": 3, "span": "(a)    the Executive suffers a material reduction in the authorities, duties or responsibilities associated with his position as described in Section 2.3, or the Executive is assigned any duties or responsibilities that are inconsistent with the scope of duties and responsibilities associated with the Executive’s position as described in Section 2.3;"} +{"idx": 67, "level": 3, "span": "(b)    the Executive is required to relocate from, or maintain his principal office outside of, Las Vegas, Nevada;"} +{"idx": 67, "level": 3, "span": "(c)    the Executive’s Base Salary is decreased by the Company;"} +{"idx": 67, "level": 3, "span": "(d)    the Company discontinues its bonus plan and equity incentive plan in which the Executive participates without immediately replacing such bonus plan and equity plan with plans that are the substantial economic equivalent of such bonus plan and equity plan, or amends such bonus plan and equity plan so as to materially reduce the Executive’s potential bonus and equity incentives at any given level of economic performance of the Company;"} +{"idx": 67, "level": 3, "span": "(e)    the Company materially reduces the Employee Benefits Program provided to the Executive as described in Section 4 and such reduction does not also apply to similarly situated executives (other than Frank J\nFertitta III) of the Company;"} +{"idx": 67, "level": 3, "span": "(f)    the Company or the Parent materially breaches this Agreement; or"} +{"idx": 67, "level": 3, "span": "(g)    the Company fails to obtain a written agreement satisfactory to the Executive from any successor or assign of the Company to assume and perform this Agreement."} +{"idx": 67, "level": 2, "span": "2.    TERM OF EMPLOYMENT, POSITIONS AND RESPONSIBILITIES."} +{"idx": 67, "level": 2, "span": "3.    COMPENSATION."} +{"idx": 67, "level": 2, "span": "4.    EMPLOYEE BENEFIT PROGRAMS."} +{"idx": 67, "level": 2, "span": "5.    BUSINESS EXPENSE REIMBURSEMENT\nDuring the Term of Employment, the Executive shall be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him in performing services under this Agreement, subject to providing the proper documentation of said expenses."} +{"idx": 67, "level": 2, "span": "6.    TERMINATION OF EMPLOYMENT."} +{"idx": 67, "level": 3, "span": "(a)    Base Salary at the rate in effect at the time of his termination through the date of termination of employment;"} +{"idx": 67, "level": 3, "span": "(b)    any accrued but unpaid vacation or holiday pay through the date of termination of employment;"} +{"idx": 67, "level": 3, "span": "(c)    any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;"} +{"idx": 67, "level": 3, "span": "(d)    a Pro Rata Annual Bonus for the fiscal year in which death or Disability occurs, payable as specified in Section 3.2;"} +{"idx": 67, "level": 3, "span": "(e)    subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and"} +{"idx": 67, "level": 3, "span": "(f)    such rights to other compensation and benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and provisions of such plans and programs."} +{"idx": 67, "level": 3, "span": "(a)    Base Salary at the rate in effect at the time of his termination through the date of termination of employment;"} +{"idx": 67, "level": 3, "span": "(b)    any accrued but unpaid vacation or holiday pay through the date of termination of employment;"} +{"idx": 67, "level": 3, "span": "(c)    any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;"} +{"idx": 67, "level": 3, "span": "(d)    subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and"} +{"idx": 67, "level": 3, "span": "(e)    such rights to other benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs."} +{"idx": 67, "level": 3, "span": "(a)    Any unpaid Base Salary at the rate in effect at the time of his termination through the date of termination of employment;"} +{"idx": 67, "level": 3, "span": "(b)    any accrued but unpaid vacation or holiday pay through the date of termination of employment;"} +{"idx": 67, "level": 3, "span": "(c)    subject to Section 7.3, an amount equal to the Executive’s annual Base Salary at the rate in effect at the time of his termination, paid in 12 equal monthly installments;"} +{"idx": 67, "level": 3, "span": "(d)    any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;"} +{"idx": 67, "level": 3, "span": "(e)    subject to Section 7.3, a Pro-Rata Annual Bonus for the fiscal year in which such termination of employment occurs, payable as specified in Section 3.2;"} +{"idx": 67, "level": 3, "span": "(f)    subject to Section 5, reimbursement of expenses incurred but not paid prior to such termination of employment;"} +{"idx": 67, "level": 3, "span": "(g)    (i) continuation of the Executive’s group health insurance and long‑term disability insurance, at the level in effect at the time of his termination of employment, through the end of the 12th month following such termination, or (ii) in the event the Company determines that continuation of such coverage is not permitted, a lump-sum payment to the Executive of the economic equivalent thereof (as if the Executive were employed during such period); and"} +{"idx": 67, "level": 3, "span": "(h)    such rights to other benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs."} +{"idx": 67, "level": 2, "span": "7.    CONDITIONS TO PAYMENTS."} +{"idx": 67, "level": 2, "span": "8.    EXCISE TAX."} +{"idx": 67, "level": 2, "span": "9.    INDEMNIFICATION."} +{"idx": 67, "level": 3, "span": "(a)    The Executive must promptly give the Company written notice of any actual or threatened Indemnifiable Action and, upon providing such notice, the Executive shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination; provided, however, that the Executive’s failure to give such notice shall not affect the Company’s obligations hereunder;"} +{"idx": 67, "level": 3, "span": "(b)    The Company will be permitted, at its option, to participate in, or to assume, the defense of any Indemnifiable Action, with counsel approved by the Executive; provided, however, that (i) the Executive shall have the right to employ his own counsel in such Indemnifiable Action at the Executive’s expense; and (ii) if (A) the retention of counsel by the Executive has been previously authorized by the Company, (B) the Executive shall have concluded, based on the advice of his legal counsel, that there may be a conflict of interest between the Company and the Executive in the conduct of any such defense, or (C) the Company shall not, in fact, have retained counsel to assume the defense of such Indemnifiable Action, the fees and expenses of the Executive’s counsel shall be at the expense of the Company; and provided, further, that the Company shall not settle any action or claim that would impose any limitation or penalty on the Executive without obtaining the Executive’s prior written consent, which consent shall not be unreasonably withheld;"} +{"idx": 67, "level": 3, "span": "(c)    The Executive must provide reasonable cooperation to the Company in the defense of any Indemnifiable Action; and"} +{"idx": 67, "level": 3, "span": "(d)    The Executive must refrain from settling any Indemnifiable Action without obtaining the Company’s prior written consent, which consent shall not be unreasonably withheld."} +{"idx": 67, "level": 2, "span": "10.    DUTY OF LOYALTY."} +{"idx": 67, "level": 2, "span": "11.    DISPUTE RESOLUTION; FEES\nExcept as otherwise provided in Section 9.3, the Parties agree that in the event any Party finds it necessary to initiate any legal action to obtain any payments, benefits or rights provided by this Agreement to such Party, the other Party shall reimburse such Party for all attorney’s fees and other related expenses incurred by him or it to the extent such Party is successful in such action."} +{"idx": 67, "level": 2, "span": "12.    NOTICES\nAll notices, demands and requests required or permitted to be given to a Party under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give notice of:"} +{"idx": 67, "level": 2, "span": "13.    BENEFICIARIES/REFERENCES\nThe Executive shall be entitled to select a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death, and may change such election, by giving the Company written notice thereof. In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative."} +{"idx": 67, "level": 2, "span": "14.    SURVIVORSHIP\nThe respective rights and obligations of the Parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations, whether or not survival is specifically set forth in the applicable provisions. The provisions of this Section 14 are in addition to the survivorship provisions of any other Section of this Agreement."} +{"idx": 67, "level": 2, "span": "15.    REPRESENTATIONS AND WARRANTIES\nEach Party represents and warrants that he or it is fully authorized and empowered to enter into this Agreement and that the performance of his or its obligations under this Agreement will not violate any agreement between that Party and any other Person."} +{"idx": 67, "level": 2, "span": "16.    ENTIRE AGREEMENT\nThis Agreement contains the entire agreement among the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among the Parties with respect thereto. No representations, inducements, promises or agreements not embodied herein shall be of any force or effect."} +{"idx": 67, "level": 2, "span": "17.    ASSIGNABILITY; BINDING NATURE\nThis Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law."} +{"idx": 67, "level": 2, "span": "18.    AMENDMENT OR WAIVER\nNo provision in this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by all Parties. No waiver by one Party of any breach by any other Party of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. No failure of the Company to exercise any power given it hereunder or to insist upon strict compliance by the Executive with any obligation hereunder, and no custom or practice at variance with the terms hereof, shall constitute a waiver of the right of the Company to demand strict compliance with the terms hereof."} +{"idx": 67, "level": 2, "span": "19.    SEVERABILITY\nIn the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. Without limiting the generality of the immediately preceding sentence, in the event that a court of competent jurisdiction or an arbitrator appointed in accordance with Section 21 determines that the provisions of this Agreement would be unenforceable as written because they cover too extensive a geographic area, too broad a range of activities or too long a period of time, or otherwise, then such provisions will automatically be modified to cover the maximum geographic area, range of activities and period of time as may be enforceable, and, in addition, such court or arbitrator (as applicable) is hereby expressly authorized to so modify this Agreement and to enforce it as so modified."} +{"idx": 67, "level": 2, "span": "20.    SECTION 409A\nNotwithstanding anything in this Agreement to the contrary, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit."} +{"idx": 67, "level": 2, "span": "21.    MUTUAL ARBITRATION AGREEMENT."} +{"idx": 67, "level": 3, "span": "(a)    has carefully read this Section 21;"} +{"idx": 67, "level": 3, "span": "(b)    understands its terms and conditions; and"} +{"idx": 67, "level": 3, "span": "(c)    has entered into this Mutual Arbitration Agreement voluntarily and not in reliance on any promises or representations made by the Company other than those contained in this Mutual Arbitration Agreement."} +{"idx": 67, "level": 2, "span": "22.    GOVERNING LAW\nThis Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada without reference to the principles of conflict of laws thereof. In the event of any dispute or controversy arising out of or relating to this Agreement that is not an Arbitrable Claim, the Parties mutually and irrevocably consent to, and waive any objection to, the exclusive jurisdiction of any court of competent jurisdiction in Clark County, Nevada, to resolve such dispute or controversy."} +{"idx": 67, "level": 2, "span": "23.    HEADINGS; INTERPRETATION\nThe headings of the Sections and Sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement. The word “including” (in its various forms) means including without limitation. All references in this Agreement to “days” refer to “calendar days” unless otherwise specified."} +{"idx": 67, "level": 2, "span": "24.    CLAWBACK\nNotwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with any member of the Company Group or any Affiliate, which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be"} +{"idx": 67, "level": 2, "span": "25.    WITHHOLDING\nThe Company and any Affiliate will have the right to withhold from any amount payable hereunder any federal, state, city, local, foreign or other taxes in order for the Company or any Affiliate to satisfy any withholding tax obligation it may have under any applicable law, regulation or ruling."} +{"idx": 67, "level": 2, "span": "26.    GUARANTEE\nThe Parent and Station Holdco LLC, to the fullest extent permitted by applicable law, hereby irrevocably and unconditionally guarantees to the Executive the prompt performance and payment in full when due of all obligations of the Company to the Executive under this Agreement."} +{"idx": 67, "level": 2, "span": "27.    COUNTERPARTS\nThis Agreement may be executed in counterparts, including by email delivery of a scanned signature page in pdf or tiff format, each of which shall be deemed an original and all of which shall constitute one and the same Agreement with the same effect as if all Parties had signed the same signature page. Any signature page of this Agreement may be delivered detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages."} +{"idx": 67, "level": 2, "span": "1.    RELEASE AND COVENANT\nTHE EXECUTIVE, OF HIS OWN FREE WILL, VOLUNTARILY RELEASES AND FOREVER DISCHARGES THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE PAST AND PRESENT AGENTS, EMPLOYEES, MANAGERS, REPRESENTATIVES, OFFICERS, DIRECTORS, ATTORNEYS, ACCOUNTANTS, TRUSTEES, SHAREHOLDERS, PARTNERS, INSURERS, HEIRS, PREDECESSORS-IN-INTEREST, ADVISORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM, AND COVENANTS NOT TO SUE OR PROCEED AGAINST ANY OF THE FOREGOING ON THE BASIS OF, ANY AND ALL PAST OR PRESENT CAUSES OF ACTION, SUITS, AGREEMENTS OR OTHER RIGHTS OR CLAIMS WHICH THE EXECUTIVE, HIS DEPENDENTS, RELATIVES, HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS HAS OR HAVE AGAINST ANY OF THE RELEASED PARTIES UPON OR BY REASON OF ANY MATTER ARISING OUT OF HIS EMPLOYMENT BY THE COMPANY AND ITS SUBSIDIARIES AND THE CESSATION OF SAID EMPLOYMENT, AND INCLUDING, BUT NOT LIMITED TO, ANY ALLEGED VIOLATION OF THE CIVIL RIGHTS ACTS OF 1964 AND 1991, THE EQUAL PAY ACT OF 1963, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (INCLUDING THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990), THE REHABILITATION ACT OF 1973, THE FAMILY AND MEDICAL LEAVE ACT OF 1993, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE EMPLOYMENT RETIREMENT INCOME SECURITY ACT OF 1974, THE NEVADA FAIR EMPLOYMENT PRACTICES ACT, THE LABOR LAWS OF THE UNITED STATES AND NEVADA, AND ANY OTHER FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDINANCE, OR PUBLIC POLICY, CONTRACT OR TORT LAW, HAVING ANY BEARING WHATSOEVER ON THE TERMS AND CONDITIONS OR CESSATION OF HIS EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES. THIS RELEASE DOES NOT AFFECT ANY RIGHTS THE EXECUTIVE MAY HAVE TO FILE A CHARGE WITH ANY FEDERAL OR STATE ADMINISTRATIVE AGENCY; PROVIDED, HOWEVER, THAT THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE IS NOT ENTITLED TO ANY PERSONAL RECOVERY IN ANY SUCH AGENCY PROCEEDINGS."} +{"idx": 67, "level": 2, "span": "2.    DUE CARE\nTHE EXECUTIVE ACKNOWLEDGES THAT HE HAS RECEIVED A COPY OF THIS RELEASE PRIOR TO ITS EXECUTION AND HAS BEEN ADVISED HEREBY OF HIS OPPORTUNITY TO REVIEW AND CONSIDER THIS RELEASE FOR TWENTY-ONE (21) DAYS PRIOR TO ITS EXECUTION. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS BEEN ADVISED HEREBY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE. THE EXECUTIVE ENTERS INTO THIS RELEASE HAVING FREELY AND KNOWINGLY ELECTED, AFTER DUE CONSIDERATION, TO EXECUTE THIS RELEASE AND TO FULFILL THE PROMISES SET FORTH HEREIN. THIS RELEASE SHALL BE REVOCABLE BY THE EXECUTIVE DURING THE SEVEN (7) DAY PERIOD FOLLOWING ITS EXECUTION, AND SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD. IN THE EVENT OF SUCH A REVOCATION, THE EXECUTIVE SHALL NOT BE ENTITLED TO THE CONSIDERATION FOR THIS RELEASE SET FORTH ABOVE."} +{"idx": 67, "level": 2, "span": "3.    RELIANCE BY THE EXECUTIVE\nTHE EXECUTIVE ACKNOWLEDGES THAT, IN HIS DECISION TO ENTER INTO THIS RELEASE, HE HAS NOT RELIED ON ANY REPRESENTATIONS, PROMISES OR ARRANGEMENT OF ANY KIND, INCLUDING ORAL STATEMENTS BY REPRESENTATIVES OF THE COMPANY, EXCEPT AS SET FORTH IN THIS RELEASE."} +{"idx": 67, "level": 2, "span": "4.    MISCELLANEOUS\nTHIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF. IF ANY PROVISION OF THIS RELEASE IS HELD INVALID OR UNENFORCEABLE FOR ANY REASON, THE REMAINING PROVISIONS SHALL BE CONSTRUED AS IF THE INVALID OR UNENFORCEABLE PROVISION HAD NOT BEEN INCLUDED."} diff --git a/data/auto_parse/level_freeze/frozen/idx_68.jsonl b/data/auto_parse/level_freeze/frozen/idx_68.jsonl new file mode 100644 index 0000000..517b0fc --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_68.jsonl @@ -0,0 +1,483 @@ +{"idx": 68, "level": 0, "span": "CREDIT\nAGREEMENT\ndated as of\nApril 27, 2017\namong"} +{"idx": 68, "level": 1, "span": "ROSEHILL OPERATING COMPANY, LLC\n, \nas Borrower,"} +{"idx": 68, "level": 1, "span": "PNC BANK,\nNATIONAL ASSOCIATION\n, \nas Administrative Agent,\nand\nthe Lenders party hereto"} +{"idx": 68, "level": 1, "span": "PNC CAPITAL MARKETS LLC\nSole Lead Arranger and Sole Book Runner"} +{"idx": 68, "level": 1, "span": "TABLE OF CONTENTS"} +{"idx": 68, "level": 1, "span": "ANNEXES, EXHIBITS AND SCHEDULES"} +{"idx": 68, "level": 1, "span": "THIS CREDIT AGREEMENT dated as of April 27, 2017, is among ROSEHILL OPERATING\nCOMPANY, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), each of the Lenders from time to time party hereto and PNC BANK, NATIONAL ASSOCIATION\n (in its individual\ncapacity, “PNC Bank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”). "} +{"idx": 68, "level": 1, "span": "R E C I T A L S\nA.    The Borrower has requested that the Lenders provide certain loans to and extensions of credit on behalf and each\nIssuing Bank provide Letters of Credit, and the Lenders have indicated their willingness to lend and each Issuing Bank has indicated its willingness to issue Letters of Credit, in each case subject to the terms and conditions of this Agreement.\nB.    In consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and\ncommitments hereinafter referred to, the parties hereto agree as follows:"} +{"idx": 68, "level": 2, "span": "ARTICLE I"} +{"idx": 68, "level": 2, "span": "DEFINITIONS AND ACCOUNTING MATTERS\nSection 1.01    Terms Defined Above. As used in this Agreement, each term defined above has the meaning\nindicated above.\nSection 1.02    Certain Defined Terms. As used in this Agreement, the following terms\nhave the meanings specified below:\n“Administrative Agent” has the meaning set forth in the preamble hereto.\n“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.\n“Assignee” has the meaning assigned to such term in\nSection 12.04(b).\n“Assignment and Assumption” means an assignment and assumption entered into\nby a Lender and an assignee (with the consent of any party whose consent is required by Section 12.04(b)), and accepted by the Administrative Agent, substantially in the form of Exhibit G or any\nother form approved by the Administrative Agent.\n“Availability Period” means the period from and including the Effective\nDate to but excluding the Termination Date.\n“Bail-In Action” means the\nexercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.\n“Bail-In Legislation” means, with\nrespect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the\nEU Bail-In Legislation Schedule.\n“Base Rate” means, for any day, a fluctuating\nper annum rate of interest equal to the highest of (i) the Federal Funds Effective Rate, plus 0.5%, (ii) the Prime Rate, and (iii) the Daily LIBOR Rate, plus 1.0%. Any change in the Base Rate (or any component thereof)\nshall take effect at the opening of business on the day such change occurs.\n“Base Rate Borrowing” with respect to any\nBorrowing, refers to whether the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Base Rate.\n“Base Rate Loan” with respect to any Loan, refers to whether such Loan is bearing interest at a rate determined by reference\nto the Base Rate.\n“Board” means the Board of Governors of the Federal Reserve System of the United States of America or\nany successor Governmental Authority.\n“Borrowing” means Loans of the same Type, made, converted or continued on the same\ndate and, in the case of LIBOR Rate Loans, as to which a single Interest Period is in effect.\n“Borrowing Base” means at\nany time an amount determined in accordance with Section 2.07, as the same may be adjusted from time to time pursuant to the Borrowing Base Adjustment Provisions.\n“Borrowing Base Adjustment Provisions” means Section 2.07(e),\nSection 8.13(c) and Section 9.11(e) and any other provisions hereunder which adjust the amount of the Borrowing Base.\n“Borrowing Base Deficiency” occurs if, at any time the aggregate Revolving Credit Exposures for all Lenders exceeds the\nBorrowing Base then in effect. The amount of the Borrowing Base Deficiency at such time is the amount by which the aggregate Revolving Credit Exposures of all Lenders at such time exceeds the Borrowing Base in effect at such time.\n“Borrowing Base Properties” means the Oil and Gas Properties of the Loan Parties included in the Initial Reserve Report and\nthereafter in the most recently delivered Reserve Report delivered pursuant to Section 8.12.\n“Borrowing\nBase Utilization Percentage” means, as of any day, the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the total Commitments\nin effect on such day.\n“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with\nSection 2.03.\n“Business Combination Documents” means the Business Combination Agreement by and\namong KLRE and Tema, dated as of December 20, 2016 (as amended prior to the date hereof), and all other agreements and documents entered into by any Loan Party in connection therewith or in order to facilitate or consummate the transactions\ncontemplated thereby.\n“Business Combination Transaction” means the reorganization transactions described in the Business\nCombination Agreement, including the contribution by Tema of certain assets to Borrower and the contribution of certain cash and shares by KLRE to Borrower in exchange for certain Equity Interests in the Borrower.\n“Business Day” means any day that is not a Saturday, Sunday or other day on\nwhich commercial banks in Pittsburgh, Pennsylvania, are authorized or required by law to remain closed; and if such day relates to a Borrowing or continuation of, a payment or prepayment of principal of or interest on, or a conversion of or into, or\nthe Interest Period for, a LIBOR Rate Loan or a notice by the Borrower with respect to any such Borrowing or continuation, payment, prepayment, conversion or Interest Period, any day which is also a day on which banks are open for dealings in dollar\ndeposits in the London interbank market.\n“Capital Leases” means, in respect of any Person, all leases that are or should\nbe, in accordance with GAAP, recorded as capital leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder. Any lease that was treated as an operating lease under GAAP at the time it was\nentered into that later becomes a capital lease as a result of a change in GAAP during the life of such lease, including any renewals, shall be treated as an operating lease for all purposes under this Agreement, and any lease that was treated as a\ncapital lease under GAAP at the time it was entered into that later becomes an operating lease as a result of a change in GAAP during the life of such lease, including any renewals, shall be treated as a capital lease for all purposes under this\nAgreement.\n“Cash Collateralize” means, to pledge and deposit with or deliver to the Administrative Agent (in a manner\nreasonably satisfactory to the Administrative Agent, which may require such deposit to be made into a controlled account), for the benefit of any Issuing Bank or the Lenders, as collateral for LC Exposure or obligations of the Lenders to fund\nparticipations in respect of LC Exposure, cash or deposit account balances or, if the Administrative Agent and each Issuing Bank shall agree, in their sole discretion, other credit support, in each case pursuant to documentation in form and\nsubstance satisfactory to the Administrative Agent and each Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral and other credit support.\n“Cash Management Services” means (a) commercial credit cards, merchant card services, purchase or debit cards, including\nnon-card e-payables services, (b) treasury management services (including controlled disbursement, overdraft, automated clearing house services, return items,\ninterstate depository network services, electronic funds transfer services, lockbox services and stop payment services), (c) any other demand deposit or operating account relationships and (d) any other cash management services, including\nfor collections and for operating, payroll and trust accounts of the Borrower or any of the Borrower’s Subsidiaries.\n“Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent\ndomain or by condemnation or similar proceeding of, any Property of any Loan Party.\n“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or\npolicies of a Person, whether through the ability to exercise voting power, by contract or otherwise. For the purposes of this definition, and without limiting the generality of the foregoing, any Person that owns directly or indirectly 10% or more\nof the Equity Interests having ordinary voting power for the election of the directors or other governing body of a Person (other than as a limited partner of such other Person) will be deemed to “control” such other Person.\n“Controlling” and “Controlled” have meanings correlative thereto.\n“Credit Party” means\nthe Administrative Agent, any Issuing Bank or any other Lender.\n“Daily LIBOR Rate” means, for any day, the rate per\nannum determined by the Administrative Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the LIBOR Reserve Percentage on such day. Notwithstanding the foregoing, if the Daily LIBOR Rate as determined above\nwould be less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this Agreement.\n“Debt”\nmeans, for any Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed money or evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all\nobligations of such Person (whether contingent or otherwise) in respect of letters of credit, surety or other bonds and similar instruments; (c) all accounts payable and all accrued expenses, liabilities or other obligations of such Person to\npay the deferred purchase price of Property or services that are more than ninety (90) days past the date of invoice other than those which are being contested in good faith by appropriate action and for which adequate reserves have been\nmaintained in accordance with GAAP; (d) all obligations of such Person under Capital Leases; (e) all obligations of such Person under Synthetic Leases; (f) all Debt (as defined in the other clauses of this definition) of others\nsecured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or not such Debt is assumed by such Person; (g) all Debt (as defined in the other\nclauses of this definition) of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of the lesser of the amount of such Debt and the\nmaximum stated amount of\nsuch guarantee or assurance against loss; (h) all obligations or undertakings of such Person to maintain or\ncause to be maintained the financial position or covenants of others or to purchase the Debt or Property of others; (i) obligations to deliver commodities, goods or services, including Hydrocarbons, in consideration of one or more advance\npayments, made more than one month in advance of the month in which the commodities, goods or services are to be delivered other than (i) Swap Agreements and (ii) gas balancing arrangements in the ordinary course of business; (j) any\nDebt of a partnership for which such Person is liable either by agreement, by operation of law or by a Governmental Requirement but only to the extent of such liability; (k) the obligation of such Person in respect of Disqualified Capital\nStock; and (l) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment. The Debt of any Person shall include all obligations of such Person of\nthe character described above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not included as a liability of such Person under GAAP. Debt shall not include liabilities resulting from\nendorsements of instruments for collection in the ordinary course of business.\n“Debtor Relief Laws” means the Bankruptcy\nCode of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United\nStates or other applicable jurisdictions from time to time in effect.\n“Default” means any event or condition which\nconstitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.\n“Defaulting Lender” means, subject to Section 4.05(b), any Lender that (a) has failed\nto (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of\nsuch Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay\nto the Administrative Agent, any Issuing Bank, or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due, (b) has\nnotified the Borrower, the Administrative Agent or any Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates\nto such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be\nspecifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent\nand the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the\nAdministrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator,\ntrustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory\nauthority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any\nequity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United\nStates or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made\nwith such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above\nshall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 4.05(b)) upon delivery of written notice of such determination to the Borrower, each\nIssuing Bank, and each Lender.\n“Deficiency Notification Date” has the meaning assigned to such term in\nSection 3.04(c)(ii).\n“Disqualified Capital Stock” means any Equity Interest that, by its terms\n(or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity Interests (which would not\nconstitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified\nCapital Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the earlier of (a) the Maturity Date and (b) the date on which there are no Loans, LC Exposure or other obligations\nhereunder outstanding and all of the Commitments are terminated.\n“dollars” or “$” refers to lawful money of\nthe United States of America.\n“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United\nStates of America or any state thereof or the District of Columbia other than (i) a Subsidiary substantially all of the assets of which consist of Equity Interests in a Foreign Subsidiary and (ii) a Subsidiary of a Foreign Subsidiary.\n“EBITDAX” means, for any period, (a) the sum of Consolidated Net Income for such period plus the following expenses or\ncharges to the extent deducted from Consolidated Net Income in such period: (i) interest, (ii) income and franchise taxes (including Texas margin or gross receipts taxes), (iii) depreciation, depletion, amortization, abandonment and\nexploration expenses, accretion and impairment of Oil and Gas Properties, (iv) the actual transaction costs, expenses, fees and charges incurred with respect to any acquisition of Property, in an aggregate amount with respect to this\nclause (iv) not to exceed 5% of the total EBITDAX for such period, (v) one-time costs incurred in connection with the Business Combination Transaction and (vi) other similar noncash charges\n(including expenses relating to stock based compensation, hedging, ceiling test impairments, etc. and other non-cash charges resulting from the requirements of ASC 410, 718 and 815) minus (b) all\nnoncash income added to Consolidated Net Income. For the avoidance of doubt, EBITDAX shall not include any unrealized mark-to-market hedging gains or losses. For the\npurposes of calculating EBITDAX for any period for any determination of the financial ratio contained in Section 9.01(a), if at any time during such period the Borrower or any Subsidiary shall have made any Material\nDisposition or Material Acquisition, EBITDAX for such period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition had occurred on the first day of such period; provided that the\ncalculations of such pro forma adjustments are acceptable to the Administrative Agent in its reasonable discretion.\n“EEA\nFinancial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an\ninstitution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to\nconsolidated supervision with its parent.\n“EEA Member Country” means any of the member states of the European Union,\nIceland, Liechtenstein, and Norway.\n“EEA Resolution Authority” means any public administrative authority or any\nPerson entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.\n“Effective Date” means the date on which the conditions specified in Section 6.01 are satisfied (or\nwaived in accordance with Section 12.02).\n“Engineering Reports” has the meaning assigned to\nsuch term in Section 2.07(c)(i).\n“Environmental Laws” means any and all Governmental\nRequirements pertaining in any way to health and safety (insofar as either may be affected by a Release of, or exposure to, Hazardous Materials) the environment, the preservation or reclamation of natural resources, or the management, Release or\nthreatened Release of any Hazardous Materials, in effect in any and all jurisdictions in which the Borrower or any Subsidiary is conducting, or at any time has conducted, business, or where any Property of the Borrower or any Subsidiary is located,\nincluding, the Oil Pollution Act of 1990, as amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980 (“CERCLA”), as amended, the Federal Water Pollution Control Act,\nas amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976 (“RCRA”), as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended,\nthe Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, the Natural Gas Pipeline Safety Act of 1968, as amended, the Hazardous Liquid Pipeline Safety Act of 1979, as amended, and\nother environmental conservation or protection Governmental Requirements.\n“Environmental Permit” means any permit,\nregistration, license, notice, approval, consent, exemption, variance, or other authorization required under or issued pursuant to applicable Environmental Laws.\n“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company,\nbeneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest.\n“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute.\n“ERISA Affiliate” means each trade or business (whether or not incorporated) which together with any Loan Party would be\ndeemed to be a “single employer” within the meaning of Section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of Section 414 of the Code.\n“ERISA Event” means (a) a Reportable Event with respect to any Plan, (b) the withdrawal of the Borrower or any of\nits Subsidiaries or ERISA Affiliates from a Plan during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA), (c) the filing of a notice of intent to terminate a Plan or the treatment\nof an amendment to such a Plan as a termination under Section 4041(c) of ERISA, (d) the institution by the PBGC of proceedings to terminate a Plan under Section 4042 of ERISA, (e) any event or condition (i) that provides a\nbasis under Section 4042(a)(1), (2), or (3) of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (ii) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of\nERISA, or (f) the incurrence by the Borrower or any of its Subsidiaries or ERISA Affiliates of any liability with respect to the partial or complete withdrawal within the meaning of Sections 4203 and 4205 of ERISA, of the Borrower, any of\nits Subsidiaries or ERISA Affiliates from a Multiemployer Plan.\n“EU Bail-In Legislation Schedule”\nmeans the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.\n“Event of Default” has the meaning assigned to such term in Section 10.01.\n“Excepted Liens” means:\n(a)    Liens for Taxes, assessments or other governmental charges or levies which are not delinquent or\nwhich are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;\n(b)    Liens in connection with workers’ compensation, unemployment insurance or other social\nsecurity, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;\n(c)    statutory landlord’s liens, operators’, vendors’, carriers’,\nwarehousemen’s, repairmen’s, mechanics’, suppliers’, workers’, materialmen’s, construction or other like Liens arising by operation of law or otherwise in the ordinary course of business or incident to the exploration,\ndevelopment, operation and maintenance of Oil and Gas Properties each of which is in respect of obligations that are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained\nin accordance with GAAP;\n(d)    contractual Liens which arise in the ordinary course of business under\noperating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and\nnatural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or\ndeferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas\nbusiness and are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, provided that any such Lien referred to in\nthis clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by any Loan Party or materially impair the value of such Property subject thereto;\n(e)    Liens arising solely by virtue of any statutory or common law provision or customary deposit account\nterms relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution, provided\nthat no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by any\nLoan Party to provide collateral to the depository institution (other than pursuant to the Loan Documents);\n(f)    zoning and land use requirements, easements, restrictions, servitudes, permits, conditions,\ncovenants, exceptions or reservations in any Property of any Loan Party for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like\npurposes, or for the joint or\ncommon use of real estate, rights of way, facilities and equipment, that do not secure any monetary obligations and which in the aggregate do not materially impair the use of such Property for\nthe purposes of which such Property is held by any Loan Party or materially impair the value of such Property subject thereto;\n(g)    Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds,\ngovernment contracts, performance and return of money bonds, bids, trade contracts, asset sale agreements, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business and\nnot in connection with the borrowing of money;\n(h)    judgment and attachment Liens not giving rise to\nan Event of Default, provided that any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall\nnot have expired and no action to enforce such Lien has been commenced;\n(i)    royalties, overriding\nroyalties, reversionary interests, production payments and similar lease burdens which (i) are customarily granted in the ordinary course of business in the oil and gas industry, (ii) are deducted in the calculation of discounted present\nvalue in the most recent Reserve Reports delivered to Administrative Agent hereunder and (iii) with respect to each Oil and Gas Property, do not operate to reduce any Loan Party’s net revenue interest in production for such Oil and Gas\nProperty (if any) below such interests reflected in the most recent Reserve Report or increase the working interest for such Oil and Gas Property (if any) as reflected or warranted in the most recent Reserve Report without a corresponding increase\nin the corresponding net revenue interest;\n(j)    Liens to secure plugging and abandonment\nobligations;\n(k)    Liens arising from precautionary UCC financing statement filings regarding\noperating leases entered into in the ordinary course of business covering only the Property under such lease; and\n(l)    Liens disclosed on Schedule 1.1 and renewals, refinancings and extensions thereof on\nsubstantially the same or better terms as in effect on the Effective Date and otherwise in compliance with this Agreement."} +{"idx": 68, "level": 2, "span": "provided\n, further, that Liens described in clauses (a) through (d) shall remain “Excepted Liens” only for so long as\nno action to enforce such Lien has been commenced, and no intention to subordinate the first priority Lien granted in favor of the Administrative Agent and the Lenders is to be hereby implied or expressed by the permitted existence of such Excepted\nLiens. \n“Excluded Swap Obligation” means any obligation of any Guarantor to pay or perform under any Swap Agreement, if,\nand to the extent that, all or a portion of the guarantee by such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Agreement (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or\nany rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) or any other applicable Governmental Requirement.\n“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any\npayment to be made by or on account of any obligation of the Borrower or any Guarantor hereunder or under any other Loan Document, (a) Taxes imposed on or\nmeasured by net income (however denominated), state franchise Taxes, and branch profits Taxes, in each case, (i) by the United States of America (or any political subdivision thereof) or\nsuch other jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, or\n(ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a\nlaw in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 5.05) or (ii) such Lender changes its\nlending office, except in each case to the extent that, pursuant to Section 5.03, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or\nto such Lender immediately before it changed its lending office, (c) Taxes attributable to any such recipient’s failure to comply with Section 5.03(g), and (d) any United States federal withholding Tax that\nis imposed under FATCA.\n“Existing Credit Agreement” means that certain Credit Agreement by and among Tema, the\nguarantors party thereto, PNC Bank, as Administrative Agent, and the lenders from time to time party thereto, dated as of December 28, 2012, as it has been amended from time to time.\n“FATCA” means Sections 1471 through 1474 of the Code, as of the Effective Date (or any amended or successor version that\nis substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or\nregulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.\n“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of\n1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not\nso published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of\nrecognized standing selected by it; provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.\n“Financial Officer” means, for any Person, the chief executive officer, chief financial officer, principal accounting\nofficer, treasurer or controller of such Person. Unless otherwise specified, all references herein to a Financial Officer means a Financial Officer of the Borrower.\n“fiscal quarter” means each fiscal quarter ending on the last day of each March, June, September and December.\n“fiscal year” means each fiscal year of the Borrower and its Subsidiaries for accounting and tax purposes, ending on\nDecember 31 of each year.\n“Flood Insurance Regulations” means (a) the National Flood Insurance Act of 1968 as\nnow or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (c) the National Flood Insurance Reform Act of 1994 (amending 42 USC\n§ 4001, et seq.), as the same may be amended or recodified from time to time, (d) the Flood Insurance Reform Act of 2004, and (e) the Biggert-Waters Flood Reform Act of 2012, and any regulations\npromulgated thereunder.\n“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.\n“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to any Issuing Bank, such Defaulting\nLender’s LC Exposure other than LC Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.\n“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or\notherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.\n“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time subject\nto the terms and conditions set forth in Section 1.05.\n“Governmental Authority” means the\ngovernment of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,\nlegislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).\n“Governmental Requirement” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment,\ndecree, injunction, franchise, permit, certificate, license, rules of common law, authorization or other directive or requirement, whether now or hereinafter in effect, of any Governmental Authority.\n“Guarantors” means each Loan Party that guarantees the Secured Obligations pursuant to\nSection 8.14(b).\n“Guaranty Agreement” means an agreement executed by the Guarantors in the\nform and substance acceptable to Administrative Agent, unconditionally guaranteeing on a joint and several basis, payment of the Secured Obligations, as the same may be amended, modified or supplemented from time to time.\n“Hazardous Material” means any substance regulated or as to which liability might arise under any applicable Environmental\nLaw including: (a) any chemical, compound, material, product, byproduct, substance or waste defined as or included in the definition or meaning of “hazardous substance,” “hazardous material,” “hazardous waste,”\n“solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” “contaminant,” “pollutant,” or words of similar meaning or import found in any applicable Environmental\nLaw; (b) Hydrocarbons, petroleum products, petroleum substances, natural gas, oil, oil and gas waste (including drilling fluids and any produced water), crude oil, and any components, fractions, or derivatives thereof; and (c) radioactive\nmaterials, explosives, asbestos or asbestos containing materials, polychlorinated biphenyls, radon, infectious materials or medical wastes.\n“Highest Lawful Rate” means, with respect to each Lender, the maximum nonusurious interest rate, if any, that at any time or\nfrom time to time may be contracted for, taken, reserved, charged or received on the Notes or on other Secured Obligations under laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such applicable\nlaws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws allow as of the date hereof.\n“Hydrocarbon Interests” means all rights, titles, interests and estates now or\nhereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests,\nincluding any reserved or residual interests of whatever nature. Unless otherwise indicated herein, each reference to the term “Hydrocarbon Interests” shall mean Hydrocarbon Interests of the Borrower or any other Loan Party, as the context\nmay require.\n“Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate,\nliquid hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and all products refined or separated therefrom.\n“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on\naccount of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) above, Other Taxes.\n“Indemnitee” has the meaning assigned to such term in Section 12.03(b).\n“Information” has the meaning assigned to such term in Section 12.11.\n“Initial Reserve Report” means, collectively, the report of Ryder Scott Company Petroleum Consultants, L.P. with respect to\nthe Oil and Gas Properties of the Loan Parties dated as of December 31, 2016.\n“Interest Election Request” means a\nrequest by the Borrower to convert or continue a Borrowing in accordance with Section 2.04.\n“Interest\nPayment Date” means (a) with respect to any Base Rate Loan, the last day of each March, June, September and December and (b) with respect to any LIBOR Rate Loan, the last day of the Interest Period applicable to the Borrowing of\nwhich such Loan is a part and, in the case of a LIBOR Rate Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration\nafter the first day of such Interest Period.\n“Interest Period” means with respect to any LIBOR Rate Borrowing, the\nperiod commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (or, with the consent of each applicable Lender, nine or twelve months), as the\nBorrower may elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in\nthe next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period pertaining to a LIBOR Rate Borrowing that commences on the last Business Day of a calendar month (or on a day for\nwhich there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (c) no Interest Period may have a term which would\nextend beyond the Maturity Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.\n“Interim Redetermination” has the meaning assigned such term in Section 2.07(b).\n“Interim Redetermination Date” means the date on which a Borrowing Base that has been redetermined pursuant to an Interim\nRedetermination becomes effective as provided in Section 2.07(d).\n“Investment” means, for any Person: (a) the acquisition (whether for cash,\nProperty, services or securities or otherwise) of Equity Interests of any other Person or any agreement to make any such acquisition (including any “short sale” or any sale of any securities at a time when such securities are not owned by\nthe Person entering into such short sale); (b) the making of any deposit with, or advance, loan or capital contribution to, assumption of Debt of, purchase or other acquisition of any other Debt of or equity participation or interest in, or\nother extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or\nextension of credit having a term not exceeding ninety (90) days representing the purchase price of goods or services sold by such Person in the ordinary course of business); (c) the purchase or acquisition (in one or a series of\ntransactions) of Property of another Person that constitutes a business unit or any agreement to make any such acquisition; or (d) the entering into of any guarantee of, or other contingent obligation (including the deposit of any Equity\nInterests to be sold) with respect to, Debt or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person.\n“Issuing Bank” means (a) PNC Bank and (b) and each Lender approved by the Administrative Agent and reasonably\nsatisfactory to, or requested by, the Borrower that agrees to act as an issuer of Letters of Credit hereunder, in each case, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in\nSection 2.08(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing Bank” shall include any such Affiliate with\nrespect to Letters of Credit issued by such Affiliate.\n“January 1 Reserve Report” has the meaning\nassigned to such term in Section 8.12(a).\n“KLRE” means KLR Energy Acquisition Corp., a\nDelaware corporation to be known as Rosehill Resources Inc. following the Business Combination Transaction.\n“Law” means\nany law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of\nor any settlement arrangement, by agreement, consent or otherwise, with any Governmental Authority, foreign or domestic.\n“LC\nCommitment” at any time means the greater of (a) ten million dollars ($10,000,000.00) and (b) 10% of the Borrowing Base then in effect.\n“LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit.\n“LC Exposure” means, at any time of determination, the sum of (a) the aggregate amount available to be drawn of all\noutstanding Letters of Credit at such time (if any Letter of Credit shall increase in amount automatically in the future, such aggregate amount available to be drawn shall currently give effect to any such future increase) plus (b) the\naggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.\n“Lenders” means the Persons listed on Annex I and any Person that shall have become a party hereto pursuant to an Assignment\nand Assumption or other documentation contemplated hereby, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or other documentation contemplated hereby. Unless the context otherwise requires,\nthe term “Lenders” includes the Issuing Banks.\n“Letter of Credit” means any letter of credit issued\npursuant to this Agreement.\n“Letter of Credit Agreements” means all letter of credit applications and other\nagreements (including any amendments, modifications or supplements thereto) submitted by the Borrower, or entered into by the Borrower, with an Issuing Bank relating to any Letter of Credit.\n“LIBOR Rate” means, with respect to the Loans comprising any Borrowing to which the LIBOR Rate option applies for any\nInterest Period, the interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate which appears on the Bloomberg Page\nBBAM1 (or on such other substitute Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by the Administrative\nAgent as an authorized information vendor for the purpose of displaying rates at which US dollar deposits are offered by leading banks in the London interbank deposit market (for purposes of this definition, an “Alternate Source”),\nat approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for an amount comparable to such Borrowing and having a borrowing date\nand a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Administrative\nAgent at such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage. Notwithstanding the foregoing, if the LIBOR Rate as determined under any method above would\nbe less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this Agreement.\nThe LIBOR Rate shall be adjusted\nwith respect to any LIBOR Rate Borrowing or LIBOR Rate Loan that is outstanding on the effective date of any change in the LIBOR Reserve Percentage as of such effective date. The Administrative Agent shall give prompt notice to the Borrower of the\nLIBOR Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.\n“LIBOR Rate Borrowing” refers to the Loans comprising a Borrowing bearing interest at a rate determined by reference to the\nLIBOR Rate.\n“LIBOR Rate Loan” refers to a Loan bearing interest at a rate determined by reference to the LIBOR Rate.\n“LIBOR Reserve Percentage” shall mean as of any day the maximum percentage in effect on such day, as prescribed by the\nBoard of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as\n“Eurocurrency Liabilities”).\n“Lien” means any interest in Property securing an obligation owed to, or a claim\nby, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to (a) the lien or security\ninterest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes or (b) production payments and the like payable out of Oil and Gas\nProperties. The term “Lien” shall include easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations that burden Property to the extent they secure an obligation owed to a Person other than the\nowner of the Property. For the purposes of this Agreement, the Loan Parties shall be deemed to be the owner of any Property which they have acquired or hold subject to a conditional sale agreement, or leases under a financing lease or other\narrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing.\n“Loan Documents” means this Agreement, the Notes, the Letter of Credit\nAgreements, the Letters of Credit, the Security Instruments and any other agreement entered into, now or in the future, in connection with this Agreement.\n“Loan Party” means the Borrower and each Guarantor.\n“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.\n“Majority Lenders” means, at any time while no Loans or LC Exposure is outstanding, Lenders having greater than fifty percent\n(50%) of the Aggregate Maximum Credit Amounts; and at any time while any Loans or LC Exposure is outstanding, Lenders holding greater than fifty percent (50%) of the outstanding aggregate principal amount of the Loans or participation interests in\nLetters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)); provided that the Maximum Credit Amounts of the Loans and participations interests in Letters of\nCredit of the Defaulting Lenders (if any) shall be excluded from the determination of Majority Lenders.\n“Material\nAcquisition” means, at any time, any acquisition of Property or series of related acquisitions of Property (including by way of merger or consolidation) that involves the payment of consideration by the Borrower and its Subsidiaries in\nexcess of 5% of the then-existing Borrowing Base.\n“Material Adverse Effect”\nmeans any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on (a) the business, operations, Property, assets, liabilities (actual or contingent) or financial condition of the\nBorrower and the other Loan Parties taken as a whole, (b) the ability of the Borrower or any other Loan Party to perform any of its obligations under any Loan Document to which it is a party, (c) the validity or enforceability of any Loan\nDocument, or (d) the rights and remedies of or benefits available to the Administrative Agent, any other Agent, any Issuing Bank or any Lender under any Loan Document.\n“Material Disposition” means, at any time, any disposition of Property or series of related dispositions of Properties that\nyields gross proceeds to the Borrower or any of its Subsidiaries in excess of 5% of the then-existing Borrowing Base.\n“Material Indebtedness” means Debt (other than the Loans and Letters of Credit), or obligations in respect of one or more\nSwap Agreements, of any one or more of any Loan Party in an aggregate principal amount exceeding $1,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of any Loan Party in respect of any\nSwap Agreement at any time shall be the Swap Termination Value.\n“Maturity Date” means April 27, 2022.\n“Maximum Credit Amount” means, as to each Lender, the amount set forth opposite such Lender’s name on Annex I under the\ncaption “Maximum Credit Amounts”, as the same may be (a) reduced or terminated from time to time in connection with a reduction or termination of the Aggregate Maximum Credit Amounts pursuant to Section 2.06\nor (b) modified from time to time pursuant to any assignment permitted by Section 12.04(b). As of the Effective Date, the aggregate Maximum Credit Amounts of the Lenders are $250,000,000.\n“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit\naccount balances, an amount equal to 105% of the Fronting Exposure of all Issuing Banks with respect to Letters of Credit issued and outstanding at such time and (ii) if the Borrower agrees to deliver Cash Collateral consisting of Property\nother than cash or deposit account balances, an amount determined by the relevant Issuing Bank in its sole discretion.\n“Moody’s” means Moody’s Investors Service, Inc. and any successor\nthereto that is a nationally recognized rating agency.\n“Mortgage” means each of the mortgages or deeds of trust executed\nby any one or more Loan Parties for the benefit of the Secured Parties as security for the Secured Obligations, together with any assumptions or assignments of the obligations thereunder by any Loan Party, and “Mortgages” shall mean all of\nsuch Mortgages collectively.\n“Mortgaged Property” means any Property owned by any Loan Party which is subject to the\nLiens existing and to exist under the terms of the Security Instruments.\n“Multiemployer Plan” means a multiemployer\nplan, as defined in Section 3(37) or 4001(a)(3) of ERISA, that is subject to Title IV of ERISA and to which the Borrower, a Subsidiary or an ERISA Affiliate is making or accruing an obligation to make contributions or was obligated to make\ncontributions within the last six (6) years.\n“New Borrowing Base Notice” has the meaning assigned to such term in\nSection 2.07(d).\n“Non-U.S. Lender” means a\nLender, with respect to the Borrower, that is not a U.S. Person.\n“Notes” means the promissory notes, if any, of the\nBorrower described in Section 2.02(d) and being substantially in the form of Exhibit A, together with all amendments, modifications, replacements, extensions and rearrangements thereof.\n“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.\n“Oil and Gas Properties” means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized\nwith Hydrocarbon Interests; (c) all presently existing or future unitization agreements, pooling agreements and declarations of pooled units and the units created thereby (including all units created under orders, regulations and rules of any\nGovernmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the\nHydrocarbon Interests or the production, sale, transportation, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or\nattributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments,\nappurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property,\nreal or personal, now owned or hereafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive\nequipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells,\nbuildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, gas processing plants and pipeline systems and any related infrastructure to any thereof, tanks and tank batteries,\nfixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires,\ntowers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all\nadditions, substitutions, replacements, accessions and attachments to any and all of the foregoing; provided that the Oil and Gas Properties shall not include any “building” or “mobile home” (each as defined in\nRegulation H as promulgated by the Federal Reserve Board under the Flood Insurance Regulations). Unless otherwise indicated herein, each reference to the term “Oil and Gas Properties” means Oil and Gas Properties of the Borrower or\nany other Loan Party, as the context may require.\n“Organizational Documents” means (a) with respect to any\ncorporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to such corporation’s jurisdiction); (b) with respect to any limited liability company, the\ncertificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of\nformation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization\nand, if applicable, any certificate or articles of formation or organization of such entity.\n“Other Connection Taxes”\nmeans with respect to any Credit Party, Taxes imposed as a result of a present or former connection between such Credit Party and the jurisdiction imposing such Tax (other than connections arising from such Credit Party having executed, delivered,\nbecome a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan,\nLetter of Credit or Loan Document).\n“Other Taxes” means all present or future stamp, court or documentary, intangible,\nrecording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan\nDocument, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.05).\n“Participant” has the meaning assigned to such term in Section 12.04(c).\n“Participant Register” has the meaning assigned to such term in Section 12.04(c).\n“Patriot Act” has the meaning assigned to such term in Section 12.16.\n“PBGC” means the Pension Benefit Guaranty Corporation as defined in Title IV of ERISA, or any successor thereto.\n“Permitted Equity Acquisition” means any acquisition by Borrower or any Guarantor of any Equity Interests of another Person\nwhich satisfies and/or is conducted in accordance with the following requirements:\n(a)    such\nacquisition is approved by the Administrative Agent;\n(b)    such acquisition is of a business or\nPerson that owns Oil and Gas Properties;\n(c)    the business or Person so acquired shall\n(x) become a wholly-owned direct Subsidiary of Borrower or of a Guarantor and Borrower or the applicable Guarantor shall cause such acquired business or Person to comply with Section 8.14 hereof or (y) provided\nthat the Loan Parties continue to comply with Section 8.03 hereof, be merged with and into Borrower or such a Guarantor (and, in the case of Borrower, with Borrower being the surviving entity); and\n(d)    after giving effect to such acquisition (including the\nrequest of any Loans associated therewith), the Borrower is in pro forma compliance with the Agreement.\n“Permitted\nHolders” means KLRE and Tema.\n“Permitted Tax Distribution” means, with respect to any taxable period during\nwhich the Borrower is a pass-through entity for United States federal income tax purposes (including, for the avoidance of doubt, a disregarded entity not treated as separate from its owner) Restricted\nPayments to holders of equity in the Borrower, made on a pro rata basis in accordance with the number of common units in the Borrower owned by each such holder, in an aggregate amount such that each such equity holder receives an amount of\nRestricted Payments necessary to enable such equity holder (and its direct and indirect owners) to pay its U.S. federal, state and/or local and non-U.S. income taxes (as applicable) attributable to its direct\nor indirect ownership of the Borrower with respect to such taxable period (assuming that each such equity holder (or its direct and indirect owners) is subject to tax at the highest combined marginal U.S. federal, state, and/or local income tax rate\napplicable to any such equity holder (or its direct and indirect owners) for such taxable period (including any tax rate imposed on “net investment income” by Section 1411 of the Code and excluding the deductibility of state and local\nincome taxes for U.S. federal income tax purposes), and taking into account the alternative minimum tax, any cumulative net taxable loss of the Borrower for prior taxable periods to the extent such loss is of a character that would allow such loss\nto be available to such equity holders (or their direct and indirect owners) to reduce such attributable taxes of such equity holders (or their direct and indirect owners) in the current taxable period (taking into account any limitations on the\nutilization of such loss by such equity holders to reduce such attributable taxes and assuming such loss had not already been utilized) and the character (e.g., long-term or\nshort-term capital gain or ordinary or exempt) of the applicable income) provided, that if the sum of the amount of U.S. federal, state and local and non-U.S. tax\nliabilities of KLRE for such taxable period and the amount of KLRE’s obligations under the Tax Receivable Agreement relating to such taxable period exceeds the amount of Permitted Tax Distributions payable to KLRE calculated as set forth above,\nthen the equity holders shall be entitled to receive additional Restricted Payments (each, an “Excess Tax Distribution”), made on a pro rata basis in accordance with the number of common units in the Borrower owned by each such\nholder, in an aggregate amount such that KLRE receives an additional amount of Restricted Payments equal to such excess..\n“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,\npartnership, Governmental Authority or other entity.\n“Petroleum Industry Standards” means the Definitions for Oil and\nGas Reserves promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question.\n“Plan” means any employee pension benefit plan, as defined in Section 3(2) of ERISA that is subject to Title IV of ERISA\nbut excluding any Multiemployer Plan, which (a) is currently or hereafter sponsored, maintained or contributed to by the Borrower, a Subsidiary or an ERISA Affiliate or (b) was at any time during the six calendar years preceding the\ndate hereof, sponsored, maintained or contributed to by the Borrower or a Subsidiary or an ERISA Affiliate.\n“PNC Bank”\nhas the meaning assigned to such term in the preamble hereto.\n“Prime Rate” means the interest rate per annum announced from time to time by\nthe Administrative Agent at its Principal Office as its then prime rate, which rate may not be the lowest or most favorable rate then being charged commercial borrowers or others by the Administrative Agent. Any change in the Prime Rate shall take\neffect at the opening of business on the day such change is announced.\n“Principal Office” means the main banking office\nof the Administrative Agent in Pittsburgh, Pennsylvania.\n“Prohibited Transaction” has the meaning assigned to such term\nin Section 406 of ERISA and Section 4975(c) of the Code.\n“Property” means any interest in any kind of property\nor asset, whether real, personal or mixed, or tangible or intangible, including cash, securities, accounts and contract rights.\n“Proposed Borrowing Base” has the meaning assigned to such term in Section 2.07(c)(i).\n“Proposed Borrowing Base Notice” has the meaning assigned to such term in Section 2.07(c)(ii).\n“Proved Reserves” means oil and gas reserves that, in accordance with Petroleum Industry Standards, are classified as both\n“Proved Reserves” and one of the following: (a) “Developed Producing Reserves”, (b) “Developed Non-Producing Reserves” or (c) “Undeveloped Reserves.”\n“Published Rate” means the rate of interest published each Business Day in The Wall Street Journal “Money\nRates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the rate at which U.S. dollar deposits are offered\nby leading banks in the London interbank deposit market for a one month period as published in another publication selected by the Administrative Agent).\n“Purchase Money Security Interest” shall mean Liens upon tangible personal property securing loans to any Loan Party or\nSubsidiary of a Loan Party or deferred payments by such Loan Party or Subsidiary for the purchase of such tangible personal property.\n“PV-9” means, on any date of determination, with respect to any Proved\nReserves expected to be produced from any Borrowing Base Properties, the net present value, discounted at 9% per annum, of the future net revenues expected to accrue to the Borrower’s and the Loan Parties’ collective interests in such\nProved Reserves during the remaining expected economic lives of such reserves, calculated in accordance with the most recent bank price deck provided to the Borrower by the Administrative Agent.\n“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding\n$10,000,000 at the time the relevant guaranty agreement or the grant of the relevant Lien becomes effective or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations\npromulgated thereunder.\n“RCRA” has the meaning assigned to such term within the definition of “Environmental\nLaws.”\n“Redemption” means with respect to any Debt, the repurchase, redemption, prepayment, repayment, defeasance\nor any other acquisition or retirement for value (or the segregation of funds with respect to any of the foregoing) of such Debt. “Redeem” has the correlative meaning thereto.\n“Redetermination Date” means, with respect to any Scheduled Redetermination or\nany Interim Redetermination, the date that the redetermined Borrowing Base related thereto becomes effective pursuant to Section 2.07(d).\n“Register” has the meaning assigned to such term in Section 12.04(b)(iv).\n“Regulation D” means Regulation D of the Board, as the same may be amended, supplemented or replaced\nfrom time to time.\n“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the\nrespective directors, officers, employees, agents and advisors (including attorneys, accountants and experts) of such Person and such Person’s Affiliates.\n“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying,\ndischarging, migrating, injecting, escaping, leaching, dumping, or disposing.\n“Remedial Work” has the meaning assigned\nto such term in Section 8.10(a).\n“Reportable Event” means any of the events described in\nSection 4043(c) of ERISA and the regulations issued thereunder with respect to a Plan other than a Reportable Event as to which the provision of 30 days’ notice to the PBGC has been waived.\n“Required Lenders” means, at any time while no Loans or LC Exposure is outstanding, Lenders having at least sixty-six and two thirds percent (66-2/3%) of the Aggregate Maximum Credit Amounts; and at any time while any Loans or LC Exposure is outstanding, Lenders holding at least sixty-six and two thirds percent (66-2/3%) of the outstanding aggregate principal amount of the Loans or participation interests in Letters of Credit (without regard to any\nsale by a Lender of a participation in any Loan under Section 12.04(c)); provided that the Maximum Credit Amounts of the Loans and participation interests in Letters of Credit of the Defaulting Lenders (if any) shall\nbe excluded from the determination of Required Lenders.\n“Reserve Report” means a report, in form and substance\nreasonably satisfactory to the Administrative Agent, setting forth, as of the dates set forth in Section 8.12(a) (or such other date in the event of an Interim Redetermination), the Proved Reserves attributable to the Oil\nand Gas Properties of the Borrower and the other Loan Parties located in the United States of America, together with a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect\nthereto as of such date, based upon economic assumptions consistent with the Administrative Agent’s lending requirements at the time.\n“Reserve Report Certificate” has the meaning set forth in Section 8.12(c).\n“Responsible Officer” means, as to any Person, the chief executive officer, the president or any Financial Officer of such\nPerson. Unless otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of the Borrower.\n“Restricted Payment” means any dividend or other distribution or return of capital (whether in cash, securities or other\nProperty) with respect to any Equity Interests in any Person, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, conversion,\ncancellation or termination of any such Equity Interests.\n“Revolving Credit Exposure” means, with respect to any Lender at any time, the\nsum of the outstanding principal amount of such Lender’s Loans and its LC Exposure at such time.\n“S&P” means\nStandard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereto that is a nationally recognized rating agency.\n“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any\nSanctions (as of the Effective Date, Crimea, Cuba, Iran, North Korea, Sudan and Syria).\n“Sanctioned Person” means, at\nany time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned\nCountry or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).\n“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time\nby the U.S. government, including those administered by OFAC or the U.S. Department of State.\n“Scheduled\nRedetermination” has the meaning assigned to such term in Section 2.07(b).\n“Scheduled\nRedetermination Date” means the date on which a Borrowing Base that has been redetermined pursuant to a Scheduled Redetermination becomes effective as provided in Section 2.07(d).\n“SEC” means the Securities and Exchange Commission or any successor Governmental Authority.\n“Secured Cash Management Agreement” means an agreement related to Cash Management Services between (x) any Loan Party\nand (y) a Secured Cash Management Provider.\n“Secured Cash Management Provider” means, with respect to any agreement\nrelated to Cash Management Services, a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent who is the counterparty to any such agreement related to Cash Management Services.\n“Secured Obligations” means any and all amounts owing or to be owing by any Loan Party (x) to the Administrative Agent,\nany Issuing Bank or any Lender under any Loan Document, (y) to any Secured Swap Provider under any Secured Swap Agreement or Secured Cash Management Provider under any Secured Cash Management Agreement and (z) all renewals, extensions\nand/or rearrangements of any of the foregoing, in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising (including interest accruing after the\nmaturity of the Loans and LC Disbursements and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding); provided that solely with respect to any Guarantor that is not an “eligible contract\nparticipant” under the Commodity Exchange Act, Excluded Swap Obligations of such Guarantor shall in any event be excluded from “Secured Obligations” owing by such Guarantor.\n“Secured Parties” means, collectively, the Administrative Agent, each Lender, each Issuing Bank, each Secured Cash Management\nProvider, each Secured Swap Provider, each Indemnitee, each other Agent, and any other Person owed Secured Obligations and “Secured Party” means any of them individually.\n“Secured Swap Agreement” means a Swap Agreement between (x) any Loan Party\nand (y) a Secured Swap Provider.\n“Secured Swap Provider” means, with respect to any Swap Agreement, (a) a\nLender or an Affiliate of a Lender who is the counterparty to any such Swap Agreement with a Loan Party and (b) any Person who was a Lender or an Affiliate of a Lender at time when such Person entered into any such Swap Agreement who is a\ncounterparty to any such Swap Agreement with a Loan Party.\n“Securities Act” means the Securities Act of 1933.\n“Security Instruments” means the Guaranty Agreement, Mortgages and any security agreements, deeds of trust and other\nagreements, instruments or certificates described or referred to in Exhibit F, and any and all other agreements, instruments, consents or certificates now or hereafter executed and delivered by the Borrower, the other Loan\nParties or any other Person (other than Swap Agreements with Secured Swap Providers or participation or similar agreements between any Lender and any other lender or creditor with respect to any Secured Obligations pursuant to this Agreement) in\nconnection with, or as security for the payment or performance of the Secured Obligations, the Notes, this Agreement, or reimbursement obligations under the Letters of Credit, as such agreements may be amended, modified, supplemented or restated\nfrom time to time.\n“Senior Unsecured Notes” means unsecured senior, senior subordinated or subordinated Debt consisting\nof notes or bonds issued by the Borrower or a Guarantor, provided that (a) the principal amount of such Debt shall not exceed in the aggregate, at any time such Debt is incurred (without duplication and taking into account all concurrent\npayments or redemptions of Senior Unsecured Notes with the proceeds of other Senior Unsecured Notes), an amount equal to the greater of (i) $250,000,000 and (ii) the product of 1.5 multiplied by the Borrowing Base then in effect (prior to\ngiving effect to any reduction of the Borrowing Base under Section 2.07(e) for such issuance), (b) no Default or Event of Default has occurred and is continuing under this Agreement or would result from such incurrence\nof Debt, (c) the maturity date of such Debt shall not occur before one hundred eighty (180) days after the Maturity Date, (d) there shall be no scheduled principal amortization, prepayments, redemptions, defeasance, tender, sinking\nfund or repurchase obligations prior to the Maturity Date, and (e) the covenants, events of default, guarantees and other terms of such Debt, taken as a whole, are not more restrictive on the Borrower and its Subsidiaries than the terms of this\nAgreement (as in effect at the time of such issuance or incurrence); provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence or issuance of\nsuch Debt, together with a reasonably detailed description of the material terms and conditions of such Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions\nsatisfy the foregoing requirements shall be conclusive evidence that such terms and conditions satisfy the foregoing requirements unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such\ndetermination (including a reasonable description of the basis upon which it disagrees).\n“Senior Unsecured Notes\nDocuments” means, with respect to any Senior Unsecured Notes, each indenture or other agreement pursuant to which such Senior Unsecured Notes is issued or incurred, and any notes, certificates, security agreement, mortgage or other\ndocuments made or delivered by the Borrower or any Subsidiary in connection with such Senior Unsecured Notes, as the same may be amended, modified or supplemented in accordance with Section 9.21.\n“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the\ndenominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a\ndecimal established by the Board to which the Administrative Agent is subject, with respect to the LIBOR Rate, for eurocurrency funding (currently referred to as “Eurocurrency\nLiabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. LIBOR Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve\nrequirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted\nautomatically on and as of the effective date of any change in any reserve percentage.\n“Subsidiary” means as to any\nPerson, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of\nthe happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly\nthrough one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a direct or indirect Subsidiary or Subsidiaries of\nthe Borrower.\n“Swap Agreement” means any agreement with respect to any swap, cap, collar, forward, future or derivative\ntransaction or option or similar agreement, whether exchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more rates,\ncurrencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (including\nany agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act); provided that no phantom stock or similar plan providing for payments only on account of\nservices provided by current or former directors, officers, employees or consultants of any Loan Party shall be a Swap Agreement.\n“Swap Liquidation” means any Swap Agreement, which has been given value in the then effective Borrowing Base, is sold,\nassigned, novated, liquidated, unwound or terminated.\n“Swap Obligation” means, with respect to any Guarantor, any\nobligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.\n“Swap Termination Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any\nlegally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and\n(b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined by\nthe counterparties to such Swap Agreements.\n“Synthetic Leases” means, in respect of any Person, all leases which shall\nhave been, or should have been, in accordance with GAAP, treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment of rent thereunder and which were properly treated as\nindebtedness for borrowed money for purposes of U.S. federal income taxes, if the lessee in respect thereof is obligated to either purchase for an amount in excess of, or pay upon early termination an amount in excess of, 80% of the residual value\nof the Property subject to such operating lease upon expiration or early termination of such lease.\n“Tax Receivable Agreement” means that certain Tax Receivable Agreement dated as\nof April 27, 2017 by and among KLRE, Tema and its successors and permitted assigns, as the “TRA Holders,” and Tema or such other Person designated as the agent under such agreement as the “Agent”.\n“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by\nany Governmental Authority.\n“Tema” means Tema Oil and Gas Company, a Maryland corporation or its Affiliates.\n“Termination Date” means the earlier of the Maturity Date and the date of termination of the Commitments.\n“Total Funded Debt” means, at any date, all Debt of the Borrower and its Consolidated Subsidiaries on a consolidated basis,\nexcluding (a) all Debt of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or not such Debt is assumed by such Person and\n(b) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment.\n“Transactions” means, with respect to (a) the Borrower, the execution, delivery and performance by the Borrower of this\nAgreement, each other Loan Document to which it is a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, the Borrower’s grant of the security interests and provision of collateral\nunder the Security Instruments, and Borrower’s grant of Liens on Mortgaged Properties (if applicable) and other Properties pursuant to the Security Instruments, (b) each other Loan Party, the execution, delivery and performance by such\nLoan Party of each Loan Document to which it is a party, the guaranteeing of the Secured Obligations and the other obligations under the Guaranty Agreement by such Loan Party and such Loan Party’s grant of the security interests and provision\nof collateral under the Security Instruments, and the grant of Liens by such Guarantor on Mortgaged Properties (if applicable) and other Properties pursuant to the Security Instruments, and (c) the Business Combination Transaction.\n“Type” when used in reference to any Loan or Borrowing, refers to the rate of interest on such Loan, or on the Loans\ncomprising such Borrowing, determined by reference to either the Base Rate or the LIBOR Rate.\n“U.S. Person” means a\nPerson that is a “United States person” as defined in Section 7701(a)(30) of the Code.\n“U.S. Tax Compliance\nCertificate” has the meaning assigned to such term in Section 5.03(g)(ii)(B)(3).\n“Wholly-Owned Subsidiary” means any Subsidiary of which all of\nthe outstanding Equity Interests (other than any directors’ qualifying shares mandated by applicable law), on a fully-diluted basis, are owned by the Borrower, the Guarantors and/or one or more of the Wholly-Owned Subsidiaries.\n“Withholding Agent” means any Loan Party or the\nAdministrative Agent.\n“Write-Down and Conversion Powers” means, with\nrespect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are\ndescribed in the EU Bail-In Legislation Schedule.\nSection 1.03    Types of Loans and Borrowings. For purposes of\nthis Agreement, Loans and Borrowings, respectively, may be classified and referred to by Type (e.g., a “LIBOR Rate Loan” or a “LIBOR Rate Borrowing”).\nSection 1.04    Terms Generally; Rules of Construction. The definitions of terms herein shall apply equally to\nthe singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including”\nshall be deemed to be followed by the phrase “without limitation”, and the word “or” is not exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the\ncontext requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented,\nrestated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in the Loan Documents), (b) any reference herein to any law shall be construed as referring to such law as amended, modified,\ncodified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained in the Loan\nDocuments), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with\nrespect to the determination of any time period, the word “from” means “from and including” and the word “to” and “until” means “to but excluding” and the word “through” means “to and\nincluding” and (f) any reference herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. No provision of this Agreement\nor any other Loan Document shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision.\nSection 1.05    Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting\nterms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative\nAgent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the initial financial statements delivered under Section 8.01, except for changes in which the Borrower’s\nindependent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a);\nprovided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations\nshall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, (a) for the purposes of calculating compliance with any\ncovenant in this Agreement or any other Loan Document, no effect shall be given to any change in GAAP arising out of a change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, 2010 or a substantially\nsimilar pronouncement and (b) if the Borrower notifies the Administrative Agent in writing that the Borrower wishes to amend any financial covenant in Section 9.01, any related definition to eliminate the effect of any\nchange in GAAP occurring after the Effective Date on the operation of such financial covenants (or if the Administrative Agent notifies the Borrower in writing that the Majority Lenders wish to amend any financial covenant in\nSection 9.01, any related definition to eliminate the effect of any such change in GAAP), then the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratios or requirements to preserve the\noriginal intent thereof in light of such change in GAAP (subject to the approval of the Majority Lenders); provided that, until so amended, the Loan Parties’ compliance with such covenants shall be determined on the basis of GAAP in effect\nimmediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenants or definitions\nare amended in a manner satisfactory to the Borrower and the Majority Lenders, and the Loan Parties shall provide to the Administrative Agent, when they deliver their financial statements\npursuant to under Sections 8.01(a) and (b) of this Agreement, such reconciliation statements as shall be reasonably requested by the Administrative Agent.\nSection 1.06    Timing of Payment or Performance. When the payment of any obligation or the performance of any\ncovenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately\nsucceeding Business Day."} +{"idx": 68, "level": 3, "span": "(a)    such\nacquisition is approved by the Administrative Agent;"} +{"idx": 68, "level": 3, "span": "(b)    such acquisition is of a business or\nPerson that owns Oil and Gas Properties;"} +{"idx": 68, "level": 3, "span": "(c)    the business or Person so acquired shall\n(x) become a wholly-owned direct Subsidiary of Borrower or of a Guarantor and Borrower or the applicable Guarantor shall cause such acquired business or Person to comply with Section 8.14 hereof or (y) provided\nthat the Loan Parties continue to comply with Section 8.03 hereof, be merged with and into Borrower or such a Guarantor (and, in the case of Borrower, with Borrower being the surviving entity); and"} +{"idx": 68, "level": 3, "span": "(d)    after giving effect to such acquisition (including the\nrequest of any Loans associated therewith), the Borrower is in pro forma compliance with the Agreement."} +{"idx": 68, "level": 3, "span": "(a)    Liens for Taxes, assessments or other governmental charges or levies which are not delinquent or\nwhich are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;"} +{"idx": 68, "level": 3, "span": "(b)    Liens in connection with workers’ compensation, unemployment insurance or other social\nsecurity, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;"} +{"idx": 68, "level": 3, "span": "(c)    statutory landlord’s liens, operators’, vendors’, carriers’,\nwarehousemen’s, repairmen’s, mechanics’, suppliers’, workers’, materialmen’s, construction or other like Liens arising by operation of law or otherwise in the ordinary course of business or incident to the exploration,\ndevelopment, operation and maintenance of Oil and Gas Properties each of which is in respect of obligations that are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained\nin accordance with GAAP;"} +{"idx": 68, "level": 3, "span": "(d)    contractual Liens which arise in the ordinary course of business under\noperating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and\nnatural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or\ndeferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas\nbusiness and are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, provided that any such Lien referred to in\nthis clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by any Loan Party or materially impair the value of such Property subject thereto;"} +{"idx": 68, "level": 3, "span": "(e)    Liens arising solely by virtue of any statutory or common law provision or customary deposit account\nterms relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution, provided\nthat no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by any\nLoan Party to provide collateral to the depository institution (other than pursuant to the Loan Documents);"} +{"idx": 68, "level": 3, "span": "(f)    zoning and land use requirements, easements, restrictions, servitudes, permits, conditions,\ncovenants, exceptions or reservations in any Property of any Loan Party for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like\npurposes, or for the joint or"} +{"idx": 68, "level": 3, "span": "(g)    Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds,\ngovernment contracts, performance and return of money bonds, bids, trade contracts, asset sale agreements, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business and\nnot in connection with the borrowing of money;"} +{"idx": 68, "level": 3, "span": "(h)    judgment and attachment Liens not giving rise to\nan Event of Default, provided that any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall\nnot have expired and no action to enforce such Lien has been commenced;"} +{"idx": 68, "level": 4, "span": "(i)    royalties, overriding\nroyalties, reversionary interests, production payments and similar lease burdens which (i) are customarily granted in the ordinary course of business in the oil and gas industry, (ii) are deducted in the calculation of discounted present\nvalue in the most recent Reserve Reports delivered to Administrative Agent hereunder and (iii) with respect to each Oil and Gas Property, do not operate to reduce any Loan Party’s net revenue interest in production for such Oil and Gas\nProperty (if any) below such interests reflected in the most recent Reserve Report or increase the working interest for such Oil and Gas Property (if any) as reflected or warranted in the most recent Reserve Report without a corresponding increase\nin the corresponding net revenue interest;"} +{"idx": 68, "level": 3, "span": "(j)    Liens to secure plugging and abandonment\nobligations;"} +{"idx": 68, "level": 3, "span": "(k)    Liens arising from precautionary UCC financing statement filings regarding\noperating leases entered into in the ordinary course of business covering only the Property under such lease; and"} +{"idx": 68, "level": 3, "span": "(l)    Liens disclosed on Schedule 1.1 and renewals, refinancings and extensions thereof on\nsubstantially the same or better terms as in effect on the Effective Date and otherwise in compliance with this Agreement."} +{"idx": 68, "level": 2, "span": "ARTICLE II"} +{"idx": 68, "level": 2, "span": "THE CREDITS\nSection 2.01    Commitments. Subject to the terms and conditions set forth herein and relying upon the\nrepresentations and warranties herein set forth, each Lender severally agrees to make Loans to the Borrower during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure\nexceeding such Lender’s Commitment or (b) the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and\nreborrow the Loans.\nSection 2.02    Loans and Borrowings.\n(a)    Borrowings; Several Obligations. Each Loan shall be made as part of a Borrowing consisting of\nLoans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the\nCommitments are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.\n(b)    Types of Loans. Subject to Section 3.03 and\nSection 5.05, each Borrowing shall be comprised entirely of Base Rate Loans or LIBOR Rate Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any LIBOR Rate Loan by causing any\ndomestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.\n(c)    Minimum Amounts; Limitation on Number of Borrowings. At the commencement of each Interest\nPeriod for any LIBOR Rate Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Borrowing is made, such Borrowing shall be in an aggregate\namount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance\nthe reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of five\n(5) LIBOR Rate Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto\nwould end after the Maturity Date.\n(d)    Notes. If requested by a Lender, the Loans made by\nsuch Lender shall be evidenced by a single Note of the Borrower, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement or (ii) any Lender that becomes a\nparty hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount\nas in effect on such date, and otherwise duly completed. Upon request from a Lender, in the event that any such Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06,\nSection 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit\nAmount after giving effect to such increase or decrease, and otherwise duly completed. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by such Lender, and all payments made on account of the principal\nthereof, may be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender.\nFailure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.\nSection 2.03    Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative\nAgent of such request by telephone (a) in the case of a LIBOR Rate Borrowing, not later than 10:00 a.m., Pittsburgh, Pennsylvania time, three Business Days before the date of the proposed Borrowing or (b) in the case of a Base Rate\nBorrowing, not later than 10:00 a.m., Pittsburgh, Pennsylvania time, on the date of the proposed Borrowing; provided that no such notice shall be required for any deemed request of a Base Rate Borrowing to finance the reimbursement of an\nLC Disbursement as provided in Section 2.08(e). Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, fax or other electronic communication to the Administrative Agent\nof a written Borrowing Request in substantially the form of Exhibit B and signed by the Borrower, it being understood that the Administrative Agent may rely on the authority of any individual making such a telephonic\nrequest without the necessity of receipt of such written confirmation. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:\n(i)    the aggregate amount of the requested Borrowing;\n(ii)    the date of such Borrowing, which shall be a Business Day;\n(iii)    whether such Borrowing is to be a Base Rate Borrowing or a LIBOR Rate Borrowing;\n(iv)    in the case of a LIBOR Rate Borrowing, the initial Interest Period to be applicable thereto, which\nshall be a period contemplated by the definition of the term “Interest Period”;\n(v)    the\namount of the then effective Borrowing Base, the current total Revolving Credit Exposures (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing); and\n(vi)    the location and number of the Borrower’s account to which funds are to be disbursed, which\nshall comply with the requirements of Section 2.05.\nIf no election as to the Type of Borrowing is specified,\nthen the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any requested LIBOR Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.\nEach Borrowing Request shall constitute a representation that the amount of the requested Borrowing shall not cause the total Revolving Credit Exposures to exceed the total Commitments (i.e., the lesser of the Aggregate Maximum Credit Amounts and\nthe then effective Borrowing Base).\nPromptly following receipt of a Borrowing Request in accordance with this\nSection 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.\nSection 2.04    Interest Elections.\n(a)    Conversion and Continuance. Each Borrowing initially shall be of the Type specified in the\napplicable Borrowing Request and, in the case of a LIBOR Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue\nsuch Borrowing and, in the case of a LIBOR Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.04. The Borrower may elect different options with respect to different portions of the\naffected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.\n(b)    Interest Election Requests. To make an election pursuant to this\nSection 2.04, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were\nrequesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery, fax or other\nelectronic communication to the Administrative Agent of a written Interest Election Request in substantially the form of Exhibit C and signed by the Borrower.\n(c)    Information in Interest Election Requests. Each telephonic and written Interest Election\nRequest shall specify the following information in compliance with Section 2.02:\n(i)    the Borrowing to which such Interest Election Request applies and, if different options are being\nelected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to Section 2.04(c)(iii) and\nSection 2.04(c)(iv) shall be specified for each resulting Borrowing);\n(ii)    the effective date of the election made pursuant to such Interest Election Request, which shall be\na Business Day;\n(iii)    whether the resulting Borrowing is to be a Base Rate Borrowing or a LIBOR\nRate Borrowing; and\n(iv)    if the resulting Borrowing is a LIBOR Rate Borrowing, the Interest Period\nto be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.\nIf any such Interest Election Request requests a LIBOR Rate Borrowing but does not specify an Interest Period, then the Borrower shall be\ndeemed to have selected an Interest Period of one month’s duration.\n(d)    Notice to the Lenders by the Administrative\nAgent. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.\n(e)    Effect of Failure to Deliver Timely Interest Election Request and Events of Default on Interest\nElection. If the Borrower fails to deliver a timely Interest Election Request with respect to a LIBOR Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end\nof such Interest Period such Borrowing shall be converted to a Base Rate Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, (i) no outstanding Borrowing may be converted to or\ncontinued as a LIBOR Rate Borrowing (and any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBOR Rate Borrowing shall be ineffective) and (ii) unless repaid, each LIBOR Rate\nBorrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.\nSection 2.05    Funding of Borrowings.\n(a)    Funding by the Lenders. Each Lender shall make each Loan to be made by it hereunder on the\nproposed date thereof by wire transfer of immediately available funds by 2:00 p.m., Pittsburgh, Pennsylvania time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The\nAdministrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent and designated by the Borrower in the applicable\nBorrowing Request; provided that Base Rate Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.\nNothing herein shall be deemed to obligate any Lender to obtain the funds for its Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for its Loan in any particular\nplace or manner.\n(b)    Presumption of Funding by the Lenders. Unless the Administrative Agent\nshall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such\nLender has made such share available on such date in accordance with Section 2.05(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in\nfact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest\nthereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate\nand a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to Base Rate Loans. If such Lender pays such amount to the\nAdministrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.\nSection 2.06    Termination and Reduction of Aggregate Maximum Credit Amounts.\n(a)    Scheduled Termination of Commitments. Unless previously terminated, the Commitments shall\nterminate on the Maturity Date. If at any time the Aggregate Maximum Credit Amounts are terminated or reduced to zero, then the Commitments shall terminate on the effective date of such termination or reduction.\n(b)    Optional Termination and Reduction of Aggregate\nMaximum Credit Amounts.\n(i)    The Borrower may at any time terminate, or from time to time\nreduce, the Aggregate Maximum Credit Amounts; provided that (A) each reduction of the Aggregate Maximum Credit Amounts shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (B) the\nBorrower shall not terminate or reduce the Aggregate Maximum Credit Amounts if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 3.04(b), the total Revolving Credit Exposures would\nexceed the total Commitments.\n(ii)    The Borrower shall notify the Administrative Agent of any\nelection to terminate or reduce the Aggregate Maximum Credit Amounts under Section 2.06(b)(i) at least three Business Days prior to the effective date of such termination or reduction, specifying such\nelection and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Any election by the Borrower to terminate or reduce the Aggregate Maximum Credit Amounts\npursuant to a notice delivered by the Borrower pursuant to this Section 2.06(b)(ii) may be made to be contingent upon the consummation of a refinancing or effectiveness of other credit facilities and such\nnotice may otherwise be extended or revoked, in each case, with the requirements of Section 5.02 to apply to any failure of the contingency to occur and any such extension or revocation. Any termination or reduction of the\nAggregate Maximum Credit Amounts shall be permanent and may not be reinstated. Each reduction of the Aggregate Maximum Credit Amounts shall be made ratably among the Lenders in accordance with each Lender’s Applicable Percentage.\nSection 2.07    Borrowing Base.\n(a)    Initial Borrowing Base. For the period from and including the Effective Date to but excluding\nthe first Redetermination Date, the amount of the Borrowing Base shall be $55,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to the Borrowing Base Adjustment Provisions.\n(b)    Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined on a semi-annual basis in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”). Subject to Section 2.07(d),\nsuch redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders on or about April 1st and October 1st of each year, as applicable, commencing October 1, 2017. In addition, the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the\nRequired Lenders, by notifying the Borrower thereof, one time between any two successive Scheduled Redeterminations, each elect to cause the Borrowing Base to be redetermined (an “Interim Redetermination”) in accordance with this\nSection 2.07.\n(c)    Scheduled and Interim Procedure. Each Scheduled\nRedetermination and each Interim Redetermination shall be effectuated as follows:\n(i)    Upon receipt\nby the Administrative Agent of (A) the applicable Reserve Report and related Reserve Report Certificate and (B) such other reports, data and\nsupplemental information, including, without limitation, the information provided pursuant to Section 8.01 (as applicable) and Section 8.12, as\nmay, from time to time, be reasonably requested by the Administrative Agent or the Majority Lenders (the Reserve Report, related Reserve Report Certificate and such other reports, data and supplemental information being the “Engineering\nReports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall, in its sole discretion, propose a new Borrowing Base (the “Proposed Borrowing Base”) based upon any\ninformation (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence of any other Debt, the Loan Parties’ other assets, liabilities,\nfixed charges, cash flow, business properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in its\nsole discretion and consistent with its oil and gas lending criteria as it exists at the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Credit Amounts.\n(ii)    The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base\n(the “Proposed Borrowing Base Notice”):\n(A)    in the case of a Scheduled\nRedetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) in a timely and complete manner, then on or before the\nfifteenth (15th) day following the date of delivery (or such later date, within 30 days thereof, to which the Borrower and the Administrative Agent agree) or (2) if the Administrative\nAgent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) in a timely and complete manner, then promptly after the Administrative Agent has received complete\nEngineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i); and\n(B)    in the case of an Interim Redetermination, on or about the thirtieth (30th) day after the Administrative Agent has received the required Engineering Reports (unless otherwise agreed by the Borrower).\n(iii)    Any Proposed Borrowing Base that would (A) increase the Borrowing Base then in effect must be\napproved by all Lenders (other than Defaulting Lenders) and (B) decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders, in each case, as provided in this\nSection 2.07(c)(iii). Such decisions will be made by each Lender based upon such criteria (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the\nEngineering Reports and the existence of any other Debt, the Loan Parties’ other assets, liabilities, fixed charges, cash flow, business properties, prospects, management and ownership, hedged and unhedged exposure to price, price and\nproduction scenarios, interest rate and operating cost changes) as such Lender deems appropriate in its sole discretion and consistent with its oil and gas lending criteria as it exists at the particular time. Upon receipt of the Proposed Borrowing\nBase Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) day period, in the\ncase of a Proposed Borrowing\nBase that would decrease or maintain the Borrowing Base then in effect, a Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be\ndeemed to be an approval of such Proposed Borrowing Base. If, at the end of such fifteen (15) day period, all of the Lenders (other than Defaulting Lenders), in the case of a Proposed Borrowing Base that would increase the Borrowing Base then\nin effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the\nBorrowing Base, effective on the date specified in Section 2.07(d). If, however, at the end of such fifteen (15) day period, all of the Lenders (other than Defaulting Lenders) or the Required Lenders, as applicable,\nhave not approved or deemed to have approved the Proposed Borrowing Base as indicated above, then the Administrative Agent shall promptly thereafter poll the Lenders to ascertain the highest Borrowing Base then acceptable to all of the Lenders (in\nthe case of any increase to the Borrowing Base) or a number of Lenders sufficient to constitute the Required Lenders (in any other case) and such amount shall become the new Borrowing Base, effective on the date specified in\nSection 2.07(d).\n(d)    Effectiveness of a Redetermined\nBorrowing Base. After a redetermined Borrowing Base is approved or is deemed to have been approved by all of the Lenders (other than Defaulting Lenders) or the Required Lenders, as applicable, pursuant to\nSection 2.07(c)(iii), the Administrative Agent shall notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall\nbecome the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders:\n(i)    in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received\nthe Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or about April\n1st or October 1st of each year, as applicable (or such later time as (x) the Borrower may agree upon request of the Administrative Agent\nor (y) the Majority Lenders may agree upon the request of the Borrower), following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to\nSection 8.12(a) and (c) in a timely and complete manner, then on the Business Day next succeeding delivery of such New Borrowing Base Notice; and\n(ii)    in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such New\nBorrowing Base Notice.\nSuch amount shall then become the Borrowing Base until the next Scheduled Redetermination Date, the\nnext Interim Redetermination Date or the next adjustment to the Borrowing Base under the Borrowing Base Adjustment Provisions, whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall\nbecome effective until the New Borrowing Base Notice related thereto is received by the Borrower.\n(e)    Borrowing Base Reductions.\n(i)    Upon the issuance or incurrence of any Senior Unsecured Notes in accordance with\nSection 9.02(h), the Borrowing Base then in effect shall be reduced by\nan amount equal to the product of 0.25 multiplied by the difference between (A) the\nstated principal amount of such Senior Unsecured Notes (without regard to any original issue discount) and (B) the amount of proceeds of such issuance applied to repay any outstanding Senior Unsecured Notes, and the Borrowing Base as so reduced\nshall become the new Borrowing Base immediately upon the date of such issuance or incurrence, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks and the Lenders on such date until the next redetermination or\nmodification thereof hereunder.\n(ii)    If the sum of (A) the Borrowing Base value of the\naggregate of dispositions of Oil and Gas Properties and Equity Interests occurring in any period between Scheduled Redeterminations, plus (B) the Borrowing Base value of Swap Liquidations (unless novated or assigned to a counterparty\nwith equal or better creditworthiness or replaced with positions or contracts of comparable value) occurring in the same period exceeds 5% of the then effective Borrowing Base, then the Borrowing Base shall be reduced in an amount of the Borrowing\nBase value or attributed value of such dispositions and the Borrowing Base value given to such terminated Swap Agreements as determined by the Administrative Agent. Any redetermination of the Borrowing Base pursuant to this\nSection 2.07(e) shall not be considered an Interim Redetermination requested by Administrative Agent within the meaning of Section 2.07(b).\n(iii)    The Borrowing Base may be reduced as provided in Section 8.13(c).\nSection 2.08    Letters of Credit.\n(a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of dollar\ndenominated Letters of Credit for its own account or for the account of any other Loan Party, in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the period from the\nEffective Date until the day which is five (5) Business Days prior to the end of the Availability Period; provided that the Borrower may not request the issuance, amendment, renewal or extension of Letters of Credit hereunder if a\nBorrowing Base Deficiency exists at such time or would exist as a result thereof. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other\nagreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.\n(b)    Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the\nissuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the\napplicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (to be received no later than 10:00 a.m. Pittsburgh, Pennsylvania time five (5) Business Days, or such shorter period as may be agreed to by the Issuing\nBank, in advance of the requested date of issuance, amendment, renewal or extension) a notice:\n(i)    requesting the issuance of a Letter of Credit or identifying the Letter of Credit to be amended,\nrenewed or extended;\n(ii)    specifying the date of issuance, amendment, renewal\nor extension (which shall be a Business Day);\n(iii)    specifying the date on which such Letter of\nCredit is to expire (which shall comply with Section 2.08(c));\n(iv)    specifying the amount of such Letter of Credit;\n(v)    specifying the name and address of the beneficiary thereof and such other information as shall be\nnecessary to prepare, amend, renew or extend such Letter of Credit; and\n(vi)    specifying the amount\nof the then effective Borrowing Base and whether a Borrowing Base Deficiency exists at such time, the current total Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an\noutstanding Letter of Credit) and the pro forma total Revolving Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit).\nEach notice shall constitute a representation that after giving effect to the requested issuance, amendment, renewal or\nextension, as applicable, (i) the LC Exposure shall not exceed the LC Commitment and (ii) the total Revolving Credit Exposures shall not exceed the total Commitments (i.e. the lesser of the Aggregate Maximum Credit Amounts and the\nthen effective Borrowing Base).\nIf requested by the applicable Issuing Bank, the Borrower also shall submit a letter of\ncredit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit and shall guarantee the reimbursement of any Letter of Credit issued hereunder.\n(c)    Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on\nthe earlier of (i) the date one year after the date of the issuance of such Letter of Credit or, if a Letter of Credit is issued in favor of the Texas Railroad Commission (the “Specified L/Cs”), the date fifteen months after\nthe date of issuance of such Letter of Credit (or, in the case of any renewal or extension of a Letter of Credit, one year or, in the case of the Specified L/Cs, fifteen (15) months after such renewal or extension), in each case unless\nconsented to by the relevant Issuing Bank and the Administrative Agent, and (ii) the date that is five Business Days prior to the Maturity Date; provided, however, that any Letter of Credit with a\none-year maturity date may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not\nbeyond the date that is five Business Days prior to the Maturity Date) unless the Issuing Bank notifies the beneficiary thereof at least thirty days (or such longer period as may be specified in such Letter of Credit) prior to the then-applicable\nexpiration date that such Letter of Credit will not be renewed.\n(d)    Participations. By the\nissuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each\nLender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance\nof the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account\nof such Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in\nSection 2.08(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this\nSection 2.08(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence\nand continuance of a Default, the existence of a Borrowing Base Deficiency or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.\n(e)    Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of\nCredit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 2:00 p.m., Pittsburgh, Pennsylvania time, on the Business Day immediately following the later\nof the Business Day on which such LC Disbursement is made and the Business Day the Borrower receives notice thereof; provided that, unless the Borrower has notified the relevant Issuing Bank and Administrative Agent that it will, and does,\nreimburse such LC Disbursement by the required date and time, the Borrower shall, subject to the conditions to Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request under such circumstances, that such payment\nbe financed with a Base Rate Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Borrowing. If the Borrower fails to make\nsuch payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following\nreceipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by\nsuch Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the\nLenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 2.08(e), the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to\nthe extent that Lenders have made payments pursuant to this Section 2.08(e) to reimburse the applicable Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender\npursuant to this section to reimburse the Issuing Bank for any LC Disbursement (other than the funding of Base Rate Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC\nDisbursement.\n(f)    Obligations Absolute. The Borrower’s obligation to reimburse LC\nDisbursements as provided in Section 2.08(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and\nirrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit\nproving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does\nnot comply with the terms of such Letter of Credit or any Letter of Credit Agreement, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this\nSection 2.08(f), constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of\ntheir Related\nParties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder\n(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit\n(including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of any Issuing Bank; provided that the foregoing shall not be construed\nto excuse the applicable Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law)\nsuffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree\nthat, in the absence of gross negligence or willful misconduct on the part of the applicable Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised all requisite care in each\nsuch determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of\nCredit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment\nupon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.\n(g)    Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt\nthereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The applicable Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by fax or other electronic\ntransmission) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to\nreimburse the applicable Issuing Bank and the Lenders with respect to any such LC Disbursement.\n(h)    Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, until the\nBorrower shall have reimbursed such Issuing Bank for such LC Disbursement (either with its own funds or a Borrowing under Section 2.08(e)), the unpaid amount thereof shall bear interest, for each day from and including the\ndate such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to Base Rate Loans. Interest accrued pursuant to this Section 2.08(h)\nshall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.08(e) to reimburse such Issuing Bank shall be for the account of such Lender\nto the extent of such payment.\n(i)    Replacement of an Issuing Bank. An Issuing Bank may be\nreplaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the\ntime any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 3.05(b). From and after the effective date of any such\nreplacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term\n“Issuing Bank” shall also be deemed to refer to such successor. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue\nto have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue\nadditional Letters of Credit.\n(j)    Cash Collateralization.\n(i)    If any Event of Default shall occur and be continuing and the Borrower receives notice from the\nAdministrative Agent or the Majority Lenders demanding the deposit of cash collateral pursuant to this Section 2.08(j), then the Borrower shall deposit, in an account with the Administrative Agent, in the name of the\nAdministrative Agent and for the benefit of the Secured Parties, an amount in cash equal to the LC Exposure. If the Borrower is required to pay to the Administrative Agent the excess attributable to an LC Exposure in connection with any prepayment\npursuant to Section 3.04(c), the Borrower shall deposit in such an account an amount equal to the amount of such excess as provided in Section 3.04(c), as of such date plus any accrued and unpaid\ninterest thereon. The obligation to deposit such cash collateral pursuant to the two preceding sentences shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon\nthe occurrence of any Event of Default with respect to the Borrower or any Subsidiary described in Section 10.01(h) or Section 10.01(i).\n(ii)    At any time that there shall exist a Defaulting Lender, within one Business Day following the\nwritten request of the Administrative Agent or any Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender (determined after giving\neffect to Section 4.05(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount."} +{"idx": 68, "level": 4, "span": "(A)    Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting\nLender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Banks, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ LC\nExposure, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Banks as herein\nprovided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an\namount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender)."} +{"idx": 68, "level": 4, "span": "(B)    Application. Notwithstanding anything to the contrary contained in this Agreement, Cash\nCollateral provided under this Section 2.08(j) or Section 4.05 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s LC Exposure (including, as to\nCash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein."} +{"idx": 68, "level": 4, "span": "(C)    Termination of Requirement. Cash Collateral\n(or the appropriate portion thereof) provided to reduce any Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.08(j) following (i) the elimination\nof the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the determination by the Administrative Agent and each Issuing Bank that there exists excess Cash Collateral;\nprovided that, subject to Section 4.05 the Person providing Cash Collateral and each Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and\nprovided further that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents."} +{"idx": 68, "level": 3, "span": "(a)    Borrowings; Several Obligations\nEach Loan shall be made as part of a Borrowing consisting of\nLoans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the\nCommitments are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required."} +{"idx": 68, "level": 3, "span": "(b)    Types of Loans\nSubject to Section 3.03 and\nSection 5.05, each Borrowing shall be comprised entirely of Base Rate Loans or LIBOR Rate Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any LIBOR Rate Loan by causing any\ndomestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement."} +{"idx": 68, "level": 3, "span": "(c)    Minimum Amounts; Limitation on Number of Borrowings\nAt the commencement of each Interest\nPeriod for any LIBOR Rate Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Borrowing is made, such Borrowing shall be in an aggregate\namount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance\nthe reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of five\n(5) LIBOR Rate Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto\nwould end after the Maturity Date."} +{"idx": 68, "level": 3, "span": "(d)    Notes\nIf requested by a Lender, the Loans made by\nsuch Lender shall be evidenced by a single Note of the Borrower, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement or (ii) any Lender that becomes a"} +{"idx": 68, "level": 4, "span": "(i)    the aggregate amount of the requested Borrowing;"} +{"idx": 68, "level": 4, "span": "(ii)    the date of such Borrowing, which shall be a Business Day;"} +{"idx": 68, "level": 4, "span": "(iii)    whether such Borrowing is to be a Base Rate Borrowing or a LIBOR Rate Borrowing;"} +{"idx": 68, "level": 4, "span": "(iv)    in the case of a LIBOR Rate Borrowing, the initial Interest Period to be applicable thereto, which\nshall be a period contemplated by the definition of the term “Interest Period”;"} +{"idx": 68, "level": 4, "span": "(v)    the\namount of the then effective Borrowing Base, the current total Revolving Credit Exposures (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing); and"} +{"idx": 68, "level": 4, "span": "(vi)    the location and number of the Borrower’s account to which funds are to be disbursed, which\nshall comply with the requirements of Section 2.05."} +{"idx": 68, "level": 3, "span": "(a)    Conversion and Continuance\nEach Borrowing initially shall be of the Type specified in the\napplicable Borrowing Request and, in the case of a LIBOR Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue\nsuch Borrowing and, in the case of a LIBOR Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.04. The Borrower may elect different options with respect to different portions of the\naffected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing."} +{"idx": 68, "level": 3, "span": "(b)    Interest Election Requests\nTo make an election pursuant to this\nSection 2.04, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were\nrequesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery, fax or other\nelectronic communication to the Administrative Agent of a written Interest Election Request in substantially the form of Exhibit C and signed by the Borrower."} +{"idx": 68, "level": 3, "span": "(c)    Information in Interest Election Requests\nEach telephonic and written Interest Election\nRequest shall specify the following information in compliance with Section 2.02:"} +{"idx": 68, "level": 4, "span": "(i)    the Borrowing to which such Interest Election Request applies and, if different options are being\nelected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to Section 2.04(c)(iii) and\nSection 2.04(c)(iv) shall be specified for each resulting Borrowing);"} +{"idx": 68, "level": 4, "span": "(ii)    the effective date of the election made pursuant to such Interest Election Request, which shall be\na Business Day;"} +{"idx": 68, "level": 4, "span": "(iii)    whether the resulting Borrowing is to be a Base Rate Borrowing or a LIBOR\nRate Borrowing; and"} +{"idx": 68, "level": 4, "span": "(iv)    if the resulting Borrowing is a LIBOR Rate Borrowing, the Interest Period\nto be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”."} +{"idx": 68, "level": 3, "span": "(d)    Notice to the Lenders by the Administrative\nAgent. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing."} +{"idx": 68, "level": 3, "span": "(e)    Effect of Failure to Deliver Timely Interest Election Request and Events of Default on Interest\nElection. If the Borrower fails to deliver a timely Interest Election Request with respect to a LIBOR Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end\nof such Interest Period such Borrowing shall be converted to a Base Rate Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, (i) no outstanding Borrowing may be converted to or\ncontinued as a LIBOR Rate Borrowing (and any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBOR Rate Borrowing shall be ineffective) and (ii) unless repaid, each LIBOR Rate\nBorrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto."} +{"idx": 68, "level": 3, "span": "(a)    Funding by the Lenders\nEach Lender shall make each Loan to be made by it hereunder on the\nproposed date thereof by wire transfer of immediately available funds by 2:00 p.m., Pittsburgh, Pennsylvania time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The\nAdministrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent and designated by the Borrower in the applicable\nBorrowing Request; provided that Base Rate Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.\nNothing herein shall be deemed to obligate any Lender to obtain the funds for its Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for its Loan in any particular\nplace or manner."} +{"idx": 68, "level": 3, "span": "(b)    Presumption of Funding by the Lenders\nUnless the Administrative Agent\nshall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such\nLender has made such share available on such date in accordance with Section 2.05(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in\nfact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest\nthereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate\nand a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to Base Rate Loans. If such Lender pays such amount to the\nAdministrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing."} +{"idx": 68, "level": 3, "span": "(a)    Scheduled Termination of Commitments\nUnless previously terminated, the Commitments shall\nterminate on the Maturity Date. If at any time the Aggregate Maximum Credit Amounts are terminated or reduced to zero, then the Commitments shall terminate on the effective date of such termination or reduction."} +{"idx": 68, "level": 3, "span": "(b)    Optional Termination and Reduction of Aggregate\nMaximum Credit Amounts."} +{"idx": 68, "level": 4, "span": "(i)    The Borrower may at any time terminate, or from time to time\nreduce, the Aggregate Maximum Credit Amounts; provided that (A) each reduction of the Aggregate Maximum Credit Amounts shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (B) the\nBorrower shall not terminate or reduce the Aggregate Maximum Credit Amounts if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 3.04(b), the total Revolving Credit Exposures would\nexceed the total Commitments."} +{"idx": 68, "level": 4, "span": "(ii)    The Borrower shall notify the Administrative Agent of any\nelection to terminate or reduce the Aggregate Maximum Credit Amounts under Section 2.06(b)(i) at least three Business Days prior to the effective date of such termination or reduction, specifying such\nelection and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Any election by the Borrower to terminate or reduce the Aggregate Maximum Credit Amounts\npursuant to a notice delivered by the Borrower pursuant to this Section 2.06(b)(ii) may be made to be contingent upon the consummation of a refinancing or effectiveness of other credit facilities and such\nnotice may otherwise be extended or revoked, in each case, with the requirements of Section 5.02 to apply to any failure of the contingency to occur and any such extension or revocation. Any termination or reduction of the\nAggregate Maximum Credit Amounts shall be permanent and may not be reinstated. Each reduction of the Aggregate Maximum Credit Amounts shall be made ratably among the Lenders in accordance with each Lender’s Applicable Percentage."} +{"idx": 68, "level": 3, "span": "(a)    Initial Borrowing Base\nFor the period from and including the Effective Date to but excluding\nthe first Redetermination Date, the amount of the Borrowing Base shall be $55,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to the Borrowing Base Adjustment Provisions."} +{"idx": 68, "level": 3, "span": "(b)    Scheduled and Interim Redeterminations\nThe Borrowing Base shall be redetermined on a semi-annual basis in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”). Subject to Section 2.07(d),\nsuch redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders on or about April 1st and October 1st of each year, as applicable, commencing October 1, 2017. In addition, the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the\nRequired Lenders, by notifying the Borrower thereof, one time between any two successive Scheduled Redeterminations, each elect to cause the Borrowing Base to be redetermined (an “Interim Redetermination”) in accordance with this\nSection 2.07."} +{"idx": 68, "level": 3, "span": "(c)    Scheduled and Interim Procedure\nEach Scheduled\nRedetermination and each Interim Redetermination shall be effectuated as follows:"} +{"idx": 68, "level": 4, "span": "(i)    Upon receipt\nby the Administrative Agent of (A) the applicable Reserve Report and related Reserve Report Certificate and (B) such other reports, data and"} +{"idx": 68, "level": 4, "span": "(ii)    The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base\n(the “Proposed Borrowing Base Notice”):"} +{"idx": 68, "level": 4, "span": "(A)    in the case of a Scheduled\nRedetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) in a timely and complete manner, then on or before the\nfifteenth (15th) day following the date of delivery (or such later date, within 30 days thereof, to which the Borrower and the Administrative Agent agree) or (2) if the Administrative\nAgent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) in a timely and complete manner, then promptly after the Administrative Agent has received complete\nEngineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i); and"} +{"idx": 68, "level": 4, "span": "(B)    in the case of an Interim Redetermination, on or about the thirtieth (30th) day after the Administrative Agent has received the required Engineering Reports (unless otherwise agreed by the Borrower)."} +{"idx": 68, "level": 4, "span": "(iii)    Any Proposed Borrowing Base that would (A) increase the Borrowing Base then in effect must be\napproved by all Lenders (other than Defaulting Lenders) and (B) decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders, in each case, as provided in this\nSection 2.07(c)(iii). Such decisions will be made by each Lender based upon such criteria (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the\nEngineering Reports and the existence of any other Debt, the Loan Parties’ other assets, liabilities, fixed charges, cash flow, business properties, prospects, management and ownership, hedged and unhedged exposure to price, price and\nproduction scenarios, interest rate and operating cost changes) as such Lender deems appropriate in its sole discretion and consistent with its oil and gas lending criteria as it exists at the particular time. Upon receipt of the Proposed Borrowing\nBase Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) day period, in the\ncase of a Proposed Borrowing"} +{"idx": 68, "level": 3, "span": "(d)    Effectiveness of a Redetermined\nBorrowing Base. After a redetermined Borrowing Base is approved or is deemed to have been approved by all of the Lenders (other than Defaulting Lenders) or the Required Lenders, as applicable, pursuant to\nSection 2.07(c)(iii), the Administrative Agent shall notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall\nbecome the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders:"} +{"idx": 68, "level": 4, "span": "(i)    in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received\nthe Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or about April\n1st or October 1st of each year, as applicable (or such later time as (x) the Borrower may agree upon request of the Administrative Agent\nor (y) the Majority Lenders may agree upon the request of the Borrower), following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to\nSection 8.12(a) and (c) in a timely and complete manner, then on the Business Day next succeeding delivery of such New Borrowing Base Notice; and"} +{"idx": 68, "level": 4, "span": "(ii)    in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such New\nBorrowing Base Notice."} +{"idx": 68, "level": 3, "span": "(e)    Borrowing Base Reductions."} +{"idx": 68, "level": 4, "span": "(i)    Upon the issuance or incurrence of any Senior Unsecured Notes in accordance with\nSection 9.02(h), the Borrowing Base then in effect shall be reduced by"} +{"idx": 68, "level": 4, "span": "(ii)    If the sum of (A) the Borrowing Base value of the\naggregate of dispositions of Oil and Gas Properties and Equity Interests occurring in any period between Scheduled Redeterminations, plus (B) the Borrowing Base value of Swap Liquidations (unless novated or assigned to a counterparty\nwith equal or better creditworthiness or replaced with positions or contracts of comparable value) occurring in the same period exceeds 5% of the then effective Borrowing Base, then the Borrowing Base shall be reduced in an amount of the Borrowing\nBase value or attributed value of such dispositions and the Borrowing Base value given to such terminated Swap Agreements as determined by the Administrative Agent. Any redetermination of the Borrowing Base pursuant to this\nSection 2.07(e) shall not be considered an Interim Redetermination requested by Administrative Agent within the meaning of Section 2.07(b)."} +{"idx": 68, "level": 4, "span": "(iii)    The Borrowing Base may be reduced as provided in Section 8.13(c)."} +{"idx": 68, "level": 3, "span": "(a) General\nSubject to the terms and conditions set forth herein, the Borrower may request the issuance of dollar\ndenominated Letters of Credit for its own account or for the account of any other Loan Party, in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the period from the\nEffective Date until the day which is five (5) Business Days prior to the end of the Availability Period; provided that the Borrower may not request the issuance, amendment, renewal or extension of Letters of Credit hereunder if a\nBorrowing Base Deficiency exists at such time or would exist as a result thereof. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other\nagreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control."} +{"idx": 68, "level": 3, "span": "(b)    Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions\nTo request the\nissuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the\napplicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (to be received no later than 10:00 a.m. Pittsburgh, Pennsylvania time five (5) Business Days, or such shorter period as may be agreed to by the Issuing\nBank, in advance of the requested date of issuance, amendment, renewal or extension) a notice:"} +{"idx": 68, "level": 4, "span": "(i)    requesting the issuance of a Letter of Credit or identifying the Letter of Credit to be amended,\nrenewed or extended;"} +{"idx": 68, "level": 4, "span": "(ii)    specifying the date of issuance, amendment, renewal\nor extension (which shall be a Business Day);"} +{"idx": 68, "level": 4, "span": "(iii)    specifying the date on which such Letter of\nCredit is to expire (which shall comply with Section 2.08(c));"} +{"idx": 68, "level": 4, "span": "(iv)    specifying the amount of such Letter of Credit;"} +{"idx": 68, "level": 4, "span": "(v)    specifying the name and address of the beneficiary thereof and such other information as shall be\nnecessary to prepare, amend, renew or extend such Letter of Credit; and"} +{"idx": 68, "level": 4, "span": "(vi)    specifying the amount\nof the then effective Borrowing Base and whether a Borrowing Base Deficiency exists at such time, the current total Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an\noutstanding Letter of Credit) and the pro forma total Revolving Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit)."} +{"idx": 68, "level": 3, "span": "(c)    Expiration Date\nEach Letter of Credit shall expire at or prior to the close of business on\nthe earlier of (i) the date one year after the date of the issuance of such Letter of Credit or, if a Letter of Credit is issued in favor of the Texas Railroad Commission (the “Specified L/Cs”), the date fifteen months after\nthe date of issuance of such Letter of Credit (or, in the case of any renewal or extension of a Letter of Credit, one year or, in the case of the Specified L/Cs, fifteen (15) months after such renewal or extension), in each case unless\nconsented to by the relevant Issuing Bank and the Administrative Agent, and (ii) the date that is five Business Days prior to the Maturity Date; provided, however, that any Letter of Credit with a\none-year maturity date may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not\nbeyond the date that is five Business Days prior to the Maturity Date) unless the Issuing Bank notifies the beneficiary thereof at least thirty days (or such longer period as may be specified in such Letter of Credit) prior to the then-applicable\nexpiration date that such Letter of Credit will not be renewed."} +{"idx": 68, "level": 3, "span": "(d)    Participations\nBy the\nissuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each\nLender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance\nof the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account"} +{"idx": 68, "level": 3, "span": "(e)    Reimbursement\nIf an Issuing Bank shall make any LC Disbursement in respect of a Letter of\nCredit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 2:00 p.m., Pittsburgh, Pennsylvania time, on the Business Day immediately following the later\nof the Business Day on which such LC Disbursement is made and the Business Day the Borrower receives notice thereof; provided that, unless the Borrower has notified the relevant Issuing Bank and Administrative Agent that it will, and does,\nreimburse such LC Disbursement by the required date and time, the Borrower shall, subject to the conditions to Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request under such circumstances, that such payment\nbe financed with a Base Rate Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Borrowing. If the Borrower fails to make\nsuch payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following\nreceipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by\nsuch Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the\nLenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 2.08(e), the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to\nthe extent that Lenders have made payments pursuant to this Section 2.08(e) to reimburse the applicable Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender\npursuant to this section to reimburse the Issuing Bank for any LC Disbursement (other than the funding of Base Rate Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC\nDisbursement."} +{"idx": 68, "level": 3, "span": "(f)    Obligations Absolute\nThe Borrower’s obligation to reimburse LC\nDisbursements as provided in Section 2.08(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and\nirrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit\nproving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does\nnot comply with the terms of such Letter of Credit or any Letter of Credit Agreement, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this\nSection 2.08(f), constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of\ntheir Related"} +{"idx": 68, "level": 3, "span": "(g)    Disbursement Procedures\nThe applicable Issuing Bank shall, promptly following its receipt\nthereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The applicable Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by fax or other electronic\ntransmission) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to\nreimburse the applicable Issuing Bank and the Lenders with respect to any such LC Disbursement."} +{"idx": 68, "level": 3, "span": "(h)    Interim Interest\nIf an Issuing Bank shall make any LC Disbursement, then, until the\nBorrower shall have reimbursed such Issuing Bank for such LC Disbursement (either with its own funds or a Borrowing under Section 2.08(e)), the unpaid amount thereof shall bear interest, for each day from and including the\ndate such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to Base Rate Loans. Interest accrued pursuant to this Section 2.08(h)\nshall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.08(e) to reimburse such Issuing Bank shall be for the account of such Lender\nto the extent of such payment."} +{"idx": 68, "level": 4, "span": "(i)    Replacement of an Issuing Bank\nAn Issuing Bank may be\nreplaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the\ntime any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 3.05(b). From and after the effective date of any such\nreplacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term\n“Issuing Bank” shall also be deemed to refer to such successor. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue"} +{"idx": 68, "level": 3, "span": "(j)    Cash Collateralization."} +{"idx": 68, "level": 4, "span": "(i)    If any Event of Default shall occur and be continuing and the Borrower receives notice from the\nAdministrative Agent or the Majority Lenders demanding the deposit of cash collateral pursuant to this Section 2.08(j), then the Borrower shall deposit, in an account with the Administrative Agent, in the name of the\nAdministrative Agent and for the benefit of the Secured Parties, an amount in cash equal to the LC Exposure. If the Borrower is required to pay to the Administrative Agent the excess attributable to an LC Exposure in connection with any prepayment\npursuant to Section 3.04(c), the Borrower shall deposit in such an account an amount equal to the amount of such excess as provided in Section 3.04(c), as of such date plus any accrued and unpaid\ninterest thereon. The obligation to deposit such cash collateral pursuant to the two preceding sentences shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon\nthe occurrence of any Event of Default with respect to the Borrower or any Subsidiary described in Section 10.01(h) or Section 10.01(i)."} +{"idx": 68, "level": 4, "span": "(ii)    At any time that there shall exist a Defaulting Lender, within one Business Day following the\nwritten request of the Administrative Agent or any Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender (determined after giving\neffect to Section 4.05(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount."} +{"idx": 68, "level": 2, "span": "ARTICLE III"} +{"idx": 68, "level": 2, "span": "PAYMENTS OF\nPRINCIPAL AND INTEREST; PREPAYMENTS; FEES\nSection 3.01    Repayment of Loans. The Borrower hereby\nunconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Termination Date.\nSection 3.02    Interest.\n(a)    Base Rate Loans. The Loans comprising each Base Rate Borrowing shall bear interest at the\nBase Rate plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate.\n(b)    LIBOR Rate Loans. The Loans comprising each LIBOR Rate Borrowing shall bear interest at the\nLIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate.\n(c)    Post-Default Rate. Notwithstanding the\nforegoing, if any principal of, or interest on, any Loan or any fee or other amount payable by the Borrower or any Guarantor hereunder or under any other Loan Document is not paid when due, whether at stated maturity, upon acceleration or otherwise,\nsuch overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to two percent (2.0%) plus the rate applicable to Base Rate Loans as provided in Section 3.02(a) but in no event to exceed\nthe Highest Lawful Rate. Notwithstanding the foregoing, (i) if an Event of Default under Sections 10.01(a), (b), (h) or (i) has occurred and is continuing or (ii) upon the agreement of\nthe Majority Lenders, if any Event of Default (other than as specified in clause (i)) has occurred and is continuing, Loans outstanding at such time shall bear interest, after as well as before judgment, at the rate then applicable to such Loans\n(including the Applicable Margin) plus an additional two percent (2.0%), but in no event to exceed the Highest Lawful Rate.\n(d)    Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears on each\nInterest Payment Date for such Loan and on the Termination Date; provided that (i) interest accrued pursuant to Section 3.02(c) shall be payable on demand, (ii) in the event of any repayment or prepayment\nof any Loan (other than an optional prepayment of a Base Rate Loan prior to the Termination Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event\nof any conversion of any LIBOR Rate Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.\n(e)    Interest Rate Computations. All interest\nhereunder shall be computed on the basis of a year of 360 days unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year),\nexcept that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the\nactual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate or LIBOR Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error, and be\nbinding upon the parties hereto.\nSection 3.03    Alternate Rate of Interest. If prior to the commencement\nof any Interest Period for a LIBOR Rate Borrowing:\n(a)    the Administrative Agent determines (which\ndetermination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such Interest Period; or\n(b)    the Administrative Agent is advised by the Majority Lenders that the LIBOR Rate, as applicable, for\nsuch Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;\nthen the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or fax as promptly as practicable thereafter and, until\nthe Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any\nBorrowing as, a LIBOR Rate Borrowing shall be ineffective (and such Borrowing shall be automatically converted into Base Rate Loans on the last day of the applicable Interest Period), and (ii) if any Borrowing Request requests a LIBOR Rate\nBorrowing, such Borrowing shall be made either as a Base Rate Borrowing or at an alternate rate of interest determined by the Majority Lenders as their cost of funds.\nSection 3.04    Prepayments.\n(a) Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in\nwhole or in part, subject to prior notice in accordance with Section 3.04(b).\n(b)    Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent\nby telephone (confirmed by fax or other electronic transmission) of any prepayment hereunder (i) in the case of prepayment of a LIBOR Rate Borrowing, not later than 1:00 p.m., Pittsburgh, Pennsylvania time, three Business Days before the\ndate of prepayment, or (ii) in the case of prepayment of a Base Rate Borrowing, not later than 1:00 p.m., Pittsburgh, Pennsylvania time, at least one Business Day prior to the date of prepayment. Each such notice shall be irrevocable and\nshall specify (i) the prepayment date, and (ii) the principal amount of each Borrowing or portion thereof to be prepaid, which shall not be less than the lesser of (x) the Revolving Credit Exposure or (y) $5,000,000 for any Loan;\nprovided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06(b), then such notice of prepayment may be revoked if such\nnotice of termination is revoked in accordance with Section 2.06(b). Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each\npartial prepayment of any Borrowing shall be in an amount that would\nbe permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans\nincluded in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02 and any amounts due under Section 5.02.\n(c)    Mandatory Prepayments.\n(i)    Upon Optional Terminations and Reductions. If, after giving effect to any termination or\nreduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), there is a Borrowing Base Deficiency, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an\naggregate principal amount equal to such Borrowing Base Deficiency, and (B) if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of LC Exposure, Cash Collateralize such remaining deficiency as provided in\nSection 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of Cash Collateral substantially concurrently with the effectiveness of such termination or reduction\n(ii)    Upon Redeterminations, Title Related Adjustments, Etc. Upon any redetermination of the\nBorrowing Base pursuant to Section 2.07(b) or adjustment to the amount of the Borrowing Base in accordance with Section 8.13(c), if there is a Borrowing Base Deficiency, then, after receiving\nnotice from the Administrative Agent by means of (x) a New Borrowing Base Notice or (y) written notice of adjustment pursuant to Section 8.13(c), in each case, of such Borrowing Base Deficiency (such date of\nreceipt of notice, the “Deficiency Notification Date”), the Borrower shall, within ten (10) days of the Deficiency Notification Date inform the Administrative Agent of the Borrower’s election to:\n(A)    within thirty (30) days of the date such election is made, (1) prepay the Loans in an\naggregate principal amount equal to such Borrowing Base Deficiency and (2) if any Borrowing Base Deficiency remains after prepaying all of the Loans as a result of any LC Exposure, Cash Collateralize such excess as provided in\nSection 2.08(j),\n(B)    prepay the Loans in six (6) equal monthly\ninstallments, commencing on the thirtieth (30th) day following the Deficiency Notification Date with each payment being equal to 1/6th of the\naggregate principal amount of such excess (as such Borrowing Base Deficiency may be reduced during such six-month period as a result of a Borrowing Base re-determination or other adjustment of the Borrowing Base described herein),\n(C)    within sixty (60) days of the date such election is made, provide additional collateral in the\nform of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and\napproved by the Required Lenders) sufficient, after giving effect to any other actions taken pursuant to this Section 3.04(c) to eliminate any such excess, or\n(D)    undertake a combination of clauses (A), (B) and (C)."} +{"idx": 68, "level": 2, "span": "provided that, notwithstanding the options set forth above, in all cases,\nthe Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. If, because of LC Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing\nBase Deficiency as provided in Section 2.08(j)\n. \n(iii)    Upon Certain\nAdjustments. If there is a Borrowing Base Deficiency as a result of a Borrowing Base adjustment pursuant to the Borrowing Base Adjustment Provisions (other than Section 8.13(c)), then on the next Business Day after the\noccurrence of such Borrowing Base adjustment, the Borrower shall prepay Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency and if any Borrowing Base Deficiency remains as a result of LC Exposure, pay to\nAdministrative Agent an amount equal to such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j).\n(iv)    Application of Prepayments to Types of Borrowings. Each prepayment of Borrowings pursuant to\nthis Section 3.04(c) shall be applied, first, ratably to any Base Rate Borrowings then outstanding, and, second, ratably to any LIBOR Rate Borrowings then outstanding, and if more than one LIBOR Rate Borrowing is then\noutstanding, to each such LIBOR Rate Borrowing in order of priority beginning with the LIBOR Rate Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the LIBOR Rate Borrowing with the most\nnumber of days remaining in the Interest Period applicable thereto.\n(v)    Interest to be Paid with\nPrepayments. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.\n(d)    No Premium or Penalty. Prepayments permitted or required under this\nSection 3.04 shall be without premium or penalty, except as required under Section 5.02.\nSection 3.05    Fees.\n(a)    Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the account of\neach Lender (other than a Defaulting Lender to the extent set forth in Section 4.05) a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the average daily amount of the unused amount of the\nCommitment of such Lender (determined taking into account both Loans and LC Exposure) during the period from and including the date of this Agreement to but excluding the Termination Date. Accrued commitment fees shall be payable in arrears on the\nlast Business Day of March, June, September and December of each year and on the Termination Date, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days,\nunless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including\nthe first day but excluding the last day).\n(b)    Letter of Credit Fees. The Borrower agrees to\npay (i) to the Administrative Agent for the account of each Lender (other than a Defaulting Lender to the extent set forth in Section 4.05) a participation fee with respect to its participations in Letters of Credit,\nwhich shall accrue at the same Applicable Margin used to determine the interest rate applicable to LIBOR Rate Loans (as such rate may be increased pursuant to Section 3.02(c)) on the average daily\namount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements that has been funded by such Lender) during the period from and including the\ndate of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each applicable Issuing Bank a fronting fee, which shall\naccrue at the rate per annum agreed to between such Issuing Bank and Borrower on the average daily amount of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the\nperiod from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure and (iii) to each Issuing Bank, for its own account, its\nstandard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day of March, June,\nSeptember and December of each year shall be payable on such last Business Day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any\nsuch fees accruing after the Termination Date shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees\nand fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap\nyear), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).\n(c)    Administrative Agent Fees. The Borrower agrees to pay to the Administrative Agent, for its\nown account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent."} +{"idx": 68, "level": 4, "span": "(iii)    Upon Certain\nAdjustments. If there is a Borrowing Base Deficiency as a result of a Borrowing Base adjustment pursuant to the Borrowing Base Adjustment Provisions (other than Section 8.13(c)), then on the next Business Day after the\noccurrence of such Borrowing Base adjustment, the Borrower shall prepay Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency and if any Borrowing Base Deficiency remains as a result of LC Exposure, pay to\nAdministrative Agent an amount equal to such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j)."} +{"idx": 68, "level": 4, "span": "(iv)    Application of Prepayments to Types of Borrowings\nEach prepayment of Borrowings pursuant to\nthis Section 3.04(c) shall be applied, first, ratably to any Base Rate Borrowings then outstanding, and, second, ratably to any LIBOR Rate Borrowings then outstanding, and if more than one LIBOR Rate Borrowing is then\noutstanding, to each such LIBOR Rate Borrowing in order of priority beginning with the LIBOR Rate Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the LIBOR Rate Borrowing with the most\nnumber of days remaining in the Interest Period applicable thereto."} +{"idx": 68, "level": 4, "span": "(v)    Interest to be Paid with\nPrepayments. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02."} +{"idx": 68, "level": 3, "span": "(d)    No Premium or Penalty\nPrepayments permitted or required under this\nSection 3.04 shall be without premium or penalty, except as required under Section 5.02."} +{"idx": 68, "level": 3, "span": "(a)    Commitment Fees\nThe Borrower agrees to pay to the Administrative Agent for the account of\neach Lender (other than a Defaulting Lender to the extent set forth in Section 4.05) a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the average daily amount of the unused amount of the\nCommitment of such Lender (determined taking into account both Loans and LC Exposure) during the period from and including the date of this Agreement to but excluding the Termination Date. Accrued commitment fees shall be payable in arrears on the\nlast Business Day of March, June, September and December of each year and on the Termination Date, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days,\nunless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including\nthe first day but excluding the last day)."} +{"idx": 68, "level": 3, "span": "(b)    Letter of Credit Fees\nThe Borrower agrees to\npay (i) to the Administrative Agent for the account of each Lender (other than a Defaulting Lender to the extent set forth in Section 4.05) a participation fee with respect to its participations in Letters of Credit,\nwhich shall accrue at the same Applicable Margin used to determine the interest rate applicable to LIBOR Rate Loans (as such rate may be increased pursuant to Section 3.02(c)) on the average daily"} +{"idx": 68, "level": 3, "span": "(c)    Administrative Agent Fees\nThe Borrower agrees to pay to the Administrative Agent, for its\nown account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent."} +{"idx": 68, "level": 3, "span": "(a)    Base Rate Loans\nThe Loans comprising each Base Rate Borrowing shall bear interest at the\nBase Rate plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate."} +{"idx": 68, "level": 3, "span": "(b)    LIBOR Rate Loans\nThe Loans comprising each LIBOR Rate Borrowing shall bear interest at the\nLIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate."} +{"idx": 68, "level": 3, "span": "(c)    Post-Default Rate\nNotwithstanding the\nforegoing, if any principal of, or interest on, any Loan or any fee or other amount payable by the Borrower or any Guarantor hereunder or under any other Loan Document is not paid when due, whether at stated maturity, upon acceleration or otherwise,\nsuch overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to two percent (2.0%) plus the rate applicable to Base Rate Loans as provided in Section 3.02(a) but in no event to exceed\nthe Highest Lawful Rate. Notwithstanding the foregoing, (i) if an Event of Default under Sections 10.01(a), (b), (h) or (i) has occurred and is continuing or (ii) upon the agreement of\nthe Majority Lenders, if any Event of Default (other than as specified in clause (i)) has occurred and is continuing, Loans outstanding at such time shall bear interest, after as well as before judgment, at the rate then applicable to such Loans\n(including the Applicable Margin) plus an additional two percent (2.0%), but in no event to exceed the Highest Lawful Rate."} +{"idx": 68, "level": 3, "span": "(d)    Interest Payment Dates\nAccrued interest on each Loan shall be payable in arrears on each\nInterest Payment Date for such Loan and on the Termination Date; provided that (i) interest accrued pursuant to Section 3.02(c) shall be payable on demand, (ii) in the event of any repayment or prepayment\nof any Loan (other than an optional prepayment of a Base Rate Loan prior to the Termination Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event\nof any conversion of any LIBOR Rate Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion."} +{"idx": 68, "level": 3, "span": "(e)    Interest Rate Computations\nAll interest\nhereunder shall be computed on the basis of a year of 360 days unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year),\nexcept that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the\nactual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate or LIBOR Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error, and be\nbinding upon the parties hereto."} +{"idx": 68, "level": 3, "span": "(a)    the Administrative Agent determines (which\ndetermination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such Interest Period; or"} +{"idx": 68, "level": 3, "span": "(b)    the Administrative Agent is advised by the Majority Lenders that the LIBOR Rate, as applicable, for\nsuch Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;"} +{"idx": 68, "level": 3, "span": "(a) Optional Prepayments\nThe Borrower shall have the right at any time and from time to time to prepay any Borrowing in\nwhole or in part, subject to prior notice in accordance with Section 3.04(b)."} +{"idx": 68, "level": 3, "span": "(b)    Notice and Terms of Optional Prepayment\nThe Borrower shall notify the Administrative Agent\nby telephone (confirmed by fax or other electronic transmission) of any prepayment hereunder (i) in the case of prepayment of a LIBOR Rate Borrowing, not later than 1:00 p.m., Pittsburgh, Pennsylvania time, three Business Days before the\ndate of prepayment, or (ii) in the case of prepayment of a Base Rate Borrowing, not later than 1:00 p.m., Pittsburgh, Pennsylvania time, at least one Business Day prior to the date of prepayment. Each such notice shall be irrevocable and\nshall specify (i) the prepayment date, and (ii) the principal amount of each Borrowing or portion thereof to be prepaid, which shall not be less than the lesser of (x) the Revolving Credit Exposure or (y) $5,000,000 for any Loan;\nprovided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06(b), then such notice of prepayment may be revoked if such\nnotice of termination is revoked in accordance with Section 2.06(b). Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each\npartial prepayment of any Borrowing shall be in an amount that would"} +{"idx": 68, "level": 3, "span": "(c)    Mandatory Prepayments."} +{"idx": 68, "level": 4, "span": "(i)    Upon Optional Terminations and Reductions\nIf, after giving effect to any termination or\nreduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), there is a Borrowing Base Deficiency, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an\naggregate principal amount equal to such Borrowing Base Deficiency, and (B) if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of LC Exposure, Cash Collateralize such remaining deficiency as provided in\nSection 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of Cash Collateral substantially concurrently with the effectiveness of such termination or reduction"} +{"idx": 68, "level": 4, "span": "(ii)    Upon Redeterminations, Title Related Adjustments, Etc\nUpon any redetermination of the\nBorrowing Base pursuant to Section 2.07(b) or adjustment to the amount of the Borrowing Base in accordance with Section 8.13(c), if there is a Borrowing Base Deficiency, then, after receiving\nnotice from the Administrative Agent by means of (x) a New Borrowing Base Notice or (y) written notice of adjustment pursuant to Section 8.13(c), in each case, of such Borrowing Base Deficiency (such date of\nreceipt of notice, the “Deficiency Notification Date”), the Borrower shall, within ten (10) days of the Deficiency Notification Date inform the Administrative Agent of the Borrower’s election to:"} +{"idx": 68, "level": 4, "span": "(A)    within thirty (30) days of the date such election is made, (1) prepay the Loans in an\naggregate principal amount equal to such Borrowing Base Deficiency and (2) if any Borrowing Base Deficiency remains after prepaying all of the Loans as a result of any LC Exposure, Cash Collateralize such excess as provided in\nSection 2.08(j),"} +{"idx": 68, "level": 4, "span": "(B)    prepay the Loans in six (6) equal monthly\ninstallments, commencing on the thirtieth (30th) day following the Deficiency Notification Date with each payment being equal to 1/6th of the\naggregate principal amount of such excess (as such Borrowing Base Deficiency may be reduced during such six-month period as a result of a Borrowing Base re-determination or other adjustment of the Borrowing Base described herein),"} +{"idx": 68, "level": 4, "span": "(C)    within sixty (60) days of the date such election is made, provide additional collateral in the\nform of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and\napproved by the Required Lenders) sufficient, after giving effect to any other actions taken pursuant to this Section 3.04(c) to eliminate any such excess, or"} +{"idx": 68, "level": 4, "span": "(D)    undertake a combination of clauses (A), (B) and (C)."} +{"idx": 68, "level": 2, "span": "ARTICLE IV"} +{"idx": 68, "level": 2, "span": "PAYMENTS; PRO RATA\nTREATMENT; SHARING OF SET-OFFS\nSection 4.01    Payments\nGenerally; Pro Rata Treatment; Sharing of Set-offs.\n(a)    Payments by the Borrower. The Borrower shall make each payment required to be made by it\nhereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 5.01, Section 5.02, Section 5.03 or otherwise)\nprior to 11:00 a.m., Pittsburgh, Pennsylvania time, on the date when due, in immediately available funds, without defense, deduction, recoupment, set-off or counterclaim. Fees, once paid, shall be fully\nearned and shall not be refundable under any circumstances. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of\ncalculating interest thereon. All such payments shall be made to the Administrative Agent at its offices specified in Section 12.01, except payments to be made directly to the applicable Issuing Bank as expressly provided\nherein and except that payments pursuant to Section 5.01, Section 5.02, Section 5.03 and Section 12.03 shall be made directly to the Persons\nentitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is\nnot a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be\nmade in dollars.\n(b)    Application of Insufficient Payments. If at any\ntime insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment\nof interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements\nthen due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.\n(c)    Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater\nproportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash\nat face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of\nprincipal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such\nparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 4.01(c) shall not be construed to apply to any payment made by\nthe Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to\nany assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 4.01(c) shall apply). The Borrower consents to the foregoing and agrees, to the\nextent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with\nrespect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.\nSection 4.02    Presumption of Payment by the Borrower. Unless the Administrative Agent shall have received\nnotice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders and/or any applicable Issuing Bank that the Borrower will not make such payment, the Administrative Agent may assume\nthat the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders and/or any applicable Issuing Bank, as the case may be, the amount due. In such event, if the Borrower\nhas not in fact made such payment, then each of the Lenders and/or any applicable Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank\nwith interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the\nAdministrative Agent in accordance with banking industry rules on interbank compensation.\nSection 4.03    Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment\nrequired to be made by it pursuant to Section 2.05(a), Section 2.08(d), Section 2.08(e) or Section 4.02 then the Administrative Agent may, in its\ndiscretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied\nobligations are fully paid. If at any time prior to the acceleration or maturity of the Loans, the Administrative Agent\nshall receive any payment in respect of principal of a Loan or a reimbursement of an LC Disbursement while one or more Defaulting Lenders shall be party to this Agreement, the Administrative\nAgent shall apply such payment first to the Borrowing(s) for which such Defaulting Lender(s) shall have failed to fund its pro rata share until such time as such Borrowing(s) are paid in full or each Lender (including each Defaulting Lender) is owed\nits Applicable Percentage of all Loans then outstanding. After acceleration or maturity of the Loans, all principal will be paid ratably as provided in Section 10.02(c).\nSection 4.04    Disposition of Proceeds. The Security Instruments contain an assignment by the Borrower and/or\nthe Guarantors unto and in favor of the Administrative Agent for the benefit of the Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to production and all proceeds attributable thereto which may be\nproduced from or allocated to the Mortgaged Property. The Security Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations described therein and secured\nthereby. Notwithstanding the assignment contained in such Security Instruments, until the occurrence of an Event of Default, (a) the Administrative Agent agrees that it will neither notify the purchaser or purchasers of such production nor take\nany other action to cause such proceeds to be remitted to the Administrative Agent, but the Administrative Agent will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the\nAdministrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.\nSection 4.05    Defaulting Lenders.\n(a)    Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this\nAgreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:\n(i)    Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any\namendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.\n(ii)    Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts\nreceived by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise) or received by the Administrative Agent from a Defaulting\nLender pursuant to Section 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the\nAdministrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with\nrespect to such Defaulting Lender in accordance with Section 2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such\nDefaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and\nreleased pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with\nrespect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing\nBank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Banks against such Defaulting Lender\nas a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, to the payment of any amounts owing to the Borrower as a result of any judgment of a\ncourt of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise\ndirected by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share,\nand (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans\nof, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as\nall Loans and LC Exposure is held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 4.05(a)(iv). Any payments, prepayments or other amounts paid or\npayable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 4.05(a)(ii) shall be deemed paid to and redirected by such Defaulting\nLender, and each Lender irrevocably consents hereto.\n(iii)    Certain Fees.\n(A)    No Defaulting Lender shall be entitled to receive any commitment fee pursuant to\nSection 3.05(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting\nLender).\n(B)    Each Defaulting Lender shall be entitled to receive letter of credit fees pursuant to\nSection 3.05(b) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its LC Exposure for which it has provided Cash Collateral pursuant to Section 2.08(j).\n(C)    With respect to any fee not required to be paid to any Defaulting Lender pursuant to\nclause (A) or (B) above, the Borrower shall (x) pay to each non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting\nLender’s LC Exposure that has been reallocated to such non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Bank the amount of any such fee otherwise payable to such\nDefaulting Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.\n(iv)    Reallocation of Participations to Reduce Fronting Exposure. All or any part of such\nDefaulting Lender’s LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s\nCommitment) but only to the extent that (x) the conditions set forth in Section 6.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at\nsuch time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any\nnon-Defaulting Lender to exceed such\nnon-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a\nDefaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting\nLender’s increased exposure following such reallocation.\n(v)    Cash Collateral. If the\nreallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Banks’ Fronting\nExposure in accordance with the procedures set forth in Section 2.08(j).\n(b)    Defaulting Lender Cure. If the Borrower, the Administrative Agent and each Issuing Bank agree\nin writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include\narrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be\nnecessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to Section 4.05(a)(iv)), whereupon such\nLender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided,\nfurther, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that\nLender’s having been a Defaulting Lender.\n(c)    New Letters of Credit. So long as any\nLender is a Defaulting Lender, no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto."} +{"idx": 68, "level": 3, "span": "(a)    Payments by the Borrower\nThe Borrower shall make each payment required to be made by it\nhereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 5.01, Section 5.02, Section 5.03 or otherwise)\nprior to 11:00 a.m., Pittsburgh, Pennsylvania time, on the date when due, in immediately available funds, without defense, deduction, recoupment, set-off or counterclaim. Fees, once paid, shall be fully\nearned and shall not be refundable under any circumstances. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of\ncalculating interest thereon. All such payments shall be made to the Administrative Agent at its offices specified in Section 12.01, except payments to be made directly to the applicable Issuing Bank as expressly provided\nherein and except that payments pursuant to Section 5.01, Section 5.02, Section 5.03 and Section 12.03 shall be made directly to the Persons\nentitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is\nnot a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be\nmade in dollars."} +{"idx": 68, "level": 3, "span": "(b)    Application of Insufficient Payments\nIf at any\ntime insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment\nof interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements\nthen due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties."} +{"idx": 68, "level": 3, "span": "(c)    Sharing of Payments by Lenders\nIf any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater\nproportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash\nat face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of\nprincipal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such\nparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 4.01(c) shall not be construed to apply to any payment made by\nthe Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to\nany assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 4.01(c) shall apply). The Borrower consents to the foregoing and agrees, to the\nextent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with\nrespect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation."} +{"idx": 68, "level": 3, "span": "(a)    Defaulting Lender Adjustments\nNotwithstanding anything to the contrary contained in this\nAgreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:"} +{"idx": 68, "level": 4, "span": "(i)    Waivers and Amendments\nSuch Defaulting Lender’s right to approve or disapprove any\namendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders."} +{"idx": 68, "level": 4, "span": "(ii)    Defaulting Lender Waterfall\nAny payment of principal, interest, fees or other amounts\nreceived by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise) or received by the Administrative Agent from a Defaulting\nLender pursuant to Section 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the\nAdministrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with\nrespect to such Defaulting Lender in accordance with Section 2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such\nDefaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and\nreleased pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with\nrespect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing\nBank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Banks against such Defaulting Lender"} +{"idx": 68, "level": 4, "span": "(iii)    Certain Fees."} +{"idx": 68, "level": 4, "span": "(A)    No Defaulting Lender shall be entitled to receive any commitment fee pursuant to\nSection 3.05(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting\nLender)."} +{"idx": 68, "level": 4, "span": "(B)    Each Defaulting Lender shall be entitled to receive letter of credit fees pursuant to\nSection 3.05(b) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its LC Exposure for which it has provided Cash Collateral pursuant to Section 2.08(j)."} +{"idx": 68, "level": 4, "span": "(C)    With respect to any fee not required to be paid to any Defaulting Lender pursuant to\nclause (A) or (B) above, the Borrower shall (x) pay to each non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting\nLender’s LC Exposure that has been reallocated to such non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Bank the amount of any such fee otherwise payable to such\nDefaulting Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee."} +{"idx": 68, "level": 4, "span": "(iv)    Reallocation of Participations to Reduce Fronting Exposure\nAll or any part of such\nDefaulting Lender’s LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s\nCommitment) but only to the extent that (x) the conditions set forth in Section 6.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at\nsuch time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any\nnon-Defaulting Lender to exceed such"} +{"idx": 68, "level": 4, "span": "(v)    Cash Collateral\nIf the\nreallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Banks’ Fronting\nExposure in accordance with the procedures set forth in Section 2.08(j)."} +{"idx": 68, "level": 3, "span": "(b)    Defaulting Lender Cure\nIf the Borrower, the Administrative Agent and each Issuing Bank agree\nin writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include\narrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be\nnecessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to Section 4.05(a)(iv)), whereupon such\nLender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided,\nfurther, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that\nLender’s having been a Defaulting Lender."} +{"idx": 68, "level": 3, "span": "(c)    New Letters of Credit\nSo long as any\nLender is a Defaulting Lender, no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto."} +{"idx": 68, "level": 2, "span": "ARTICLE V"} +{"idx": 68, "level": 2, "span": "INCREASED COSTS;\nBREAK FUNDING PAYMENTS; TAXES\nSection 5.01    Increased Costs.\n(a)    Increased Costs Generally. If any Change in Law shall:\n(i)    impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or\nsimilar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate) or any Issuing Bank;\n(ii)    subject any Credit Party to any Taxes (other than (A) Indemnified Taxes, (B) Taxes\ndescribed in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities\nor capital attributable thereto; or\n(iii)    impose on any Lender or any Issuing Bank or the London\ninterbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;\nand the result of any of the foregoing shall be to increase the cost to such Lender or such other\nCredit Party of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such Issuing Bank or other Credit Party of participating in, issuing or\nmaintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender or such other Credit Party (whether of principal,\ninterest or any other amount), then, upon request of such Lender, Issuing Bank or other Credit Party, the Borrower will pay to such Lender or such other Credit Party such additional amount or amounts as will compensate such Lender or such other\nCredit Party for such additional costs incurred or reduction suffered.\n(b)    Capital and Liquidity\nRequirements. If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or\nliquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this\nAgreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or Issuing Bank or such\nLender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding\ncompany with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such\nLender’s or Issuing Bank’s holding company for any such reduction suffered.\n(c)    Certificates for Reimbursement. A certificate of a Lender or Issuing Bank setting forth the\namount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in Section 5.01(a) or (b) shall be delivered to the Borrower and shall be conclusive\nabsent manifest error. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.\n(d)    Delay in Requests. Failure or delay on the part of any Lender or Issuing Bank to demand\ncompensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate\na Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than nine months prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of\nthe Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is\nretroactive, then the nine month period referred to above shall be extended to include the period of retroactive effect thereof).\nSection 5.02    Break Funding Payments. In the event of (a) the payment of any principal of any LIBOR Rate Loan\nother than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBOR Rate Loan into a Base Rate Loan other than on the last day of the Interest Period applicable\nthereto, (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any LIBOR Rate Loan other than on the last day of the Interest\nPeriod applicable thereto as a result of a request by the Borrower pursuant to Section 5.04 then, in any such event, the Borrower shall\ncompensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBOR Rate Loan, such loss, cost or expense to any Lender shall be deemed to include an amount\ndetermined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBOR Rate that would have been applicable to such Loan, for the\nperiod from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the\namount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other\nbanks in the eurodollar market.\nA certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive\npursuant to this Section 5.02 and demonstrating, in reasonable detail, the computation of such amount or amounts shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such\nLender the amount shown as due on any such certificate within 10 days after receipt thereof.\nSection 5.03    Taxes.\n(a)    Defined Terms. For purposes of this Section 5.03,\nSection 5.04 and Section 5.05, the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA.\n(b)    Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan\nParty under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the\ndeduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant\nGovernmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that, after such deduction or withholding has been made (including\nsuch deductions and withholdings applicable to additional sums payable under this Section 5.03), the applicable Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding\nbeen made.\n(c)    Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay\nto the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.\n(d)    Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify\neach Credit Party, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this\nSection 5.03) payable or paid by such Credit Party or required to be withheld or deducted from a payment to such Credit Party and any reasonable expenses arising therefrom or with respect thereto, whether or not such\nIndemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or\nby the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.\n(e)    Indemnification by the Lenders. Each Lender\nshall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for\nsuch Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.04(c) relating to the maintenance of a\nParticipant Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with\nrespect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be\nconclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender\nfrom any other source against any amount due to the Administrative Agent under this paragraph (e).\n(f)    Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to\na Governmental Authority pursuant to this Section 5.03, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment,\na copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.\n(g)    Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of\nwithholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and\nexecuted documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender shall deliver such other documentation\nprescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information\nreporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in\nSection 5.03(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material\nunreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.\n(ii)    Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Borrower\n(A)    any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on\nor prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals or copies of IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax;\n(B)    any Non-U.S. Lender shall, to the extent it is legally\nentitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which\nsuch Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the\nAdministrative Agent), whichever of the following is applicable:\n(1)    in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals or copies of IRS Form W-8BEN-E (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty\nand (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or any successor form) establishing an exemption from, or\nreduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;\n(2)    executed originals or copies of IRS Form W-8ECI (or any\nsuccessor form);\n(3)    in the case of a Non-U.S. Lender\nclaiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the\neffect that such Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of\nSection 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals or copies of IRS Form W-8BEN (or any successor form); or\n(4)    to the extent a Non-U.S. Lender is not the beneficial owner, executed originals or copies of IRS Form W-8IMY(or any successor form), accompanied by IRS Form\nW-8ECI (or any successor form), IRS Form W-8BEN-E (or any successor form), a U.S. Tax Compliance Certificate substantially in the\nform of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other\ncertification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance Certificate substantially in the form of\nExhibit H-4 on behalf of each such direct and indirect partner;\n(C)    any Non-U.S. Lender shall, to the extent it is legally\nentitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender\nunder this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals or copies of any other form prescribed by applicable law as a basis for claiming exemption from or a\nreduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to\nbe made; and\n(D)    if a payment made to a Lender under any Loan Document\nwould be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable),\nsuch Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable\nlaw (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply\nwith their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D),\n“FATCA” shall include any amendments made to FATCA after the date of this Agreement.\nEach Lender agrees that if any form or\ncertification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.\n(h)    Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in\ngood faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to this\nSection 5.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 5.03 with respect to the Taxes giving rise\nto such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such\nrefund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant\nGovernmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to\npay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to\nindemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require\nany indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.\n(i)    Survival. Each party’s obligations under this Section 5.03\nshall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any\nLoan Documents.\nSection 5.04    Designation of Different Lending Office. If any\nLender requests compensation under Section 5.01, or required the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to\nSection 5.03, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations\nhereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.01 or\nSection 5.03, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay\nall reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.\nSection 5.05    Replacement of Lenders. If any Lender requests compensation under\nSection 5.01, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03,\nand, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 5.04, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and\neffort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by,\nSection 12.04(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 5.01 or Section 5.03) and obligations under this Agreement\nand the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have paid to the Administrative Agent the\nassignment fee (if any) specified in Section 12.04, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest\nthereon, accrued fees and all other amounts payable to it hereunder, and under the other Loan Documents (including any amounts under Section 5.02), from the assignee (to the extent of such outstanding principal and accrued\ninterest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 5.01 or payments required to be made pursuant to\nSection 5.03, such assignment will result in a reduction in such compensation or payments, and (iv) such assignment does not conflict with applicable law. A Lender shall not be required to make any such assignment or\ndelegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.\nSection 5.06    Illegality. Notwithstanding any other provision of this Agreement, in the event that it\nbecomes unlawful for any Lender or its applicable lending office to honor its obligation to make or maintain LIBOR Rate Loans either generally or having a particular Interest Period hereunder, then (a) such Lender shall promptly notify the\nBorrower and the Administrative Agent thereof and such Lender’s obligation to make such LIBOR Rate Loans shall be suspended (the “Affected Loans”) until such time as such Lender may again make and maintain such LIBOR Rate Loans\nand (b) all Affected Loans which would otherwise be made by such Lender shall be made instead as Base Rate Loans (and, if such Lender so requests by notice to the Borrower and the Administrative Agent, all Affected Loans of such Lender then\noutstanding shall be automatically converted into Base Rate Loans on the date specified by such Lender in such notice) and, to the extent that Affected Loans are so made as (or converted into) Base Rate Loans, all payments of principal which would\notherwise be applied to such Lender’s Affected Loans shall be applied instead to its Base Rate Loans."} +{"idx": 68, "level": 3, "span": "(a)    Increased Costs Generally\nIf any Change in Law shall:"} +{"idx": 68, "level": 4, "span": "(i)    impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or\nsimilar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate) or any Issuing Bank;"} +{"idx": 68, "level": 4, "span": "(ii)    subject any Credit Party to any Taxes (other than (A) Indemnified Taxes, (B) Taxes\ndescribed in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities\nor capital attributable thereto; or"} +{"idx": 68, "level": 4, "span": "(iii)    impose on any Lender or any Issuing Bank or the London\ninterbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;"} +{"idx": 68, "level": 3, "span": "(b)    Capital and Liquidity\nRequirements. If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or\nliquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this\nAgreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or Issuing Bank or such\nLender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding\ncompany with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such\nLender’s or Issuing Bank’s holding company for any such reduction suffered."} +{"idx": 68, "level": 3, "span": "(c)    Certificates for Reimbursement\nA certificate of a Lender or Issuing Bank setting forth the\namount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in Section 5.01(a) or (b) shall be delivered to the Borrower and shall be conclusive\nabsent manifest error. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof."} +{"idx": 68, "level": 3, "span": "(d)    Delay in Requests\nFailure or delay on the part of any Lender or Issuing Bank to demand\ncompensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate\na Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than nine months prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of\nthe Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is\nretroactive, then the nine month period referred to above shall be extended to include the period of retroactive effect thereof)."} +{"idx": 68, "level": 3, "span": "(a)    Defined Terms\nFor purposes of this Section 5.03,\nSection 5.04 and Section 5.05, the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA."} +{"idx": 68, "level": 3, "span": "(b)    Payments Free of Taxes\nAny and all payments by or on account of any obligation of any Loan\nParty under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the\ndeduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant\nGovernmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that, after such deduction or withholding has been made (including\nsuch deductions and withholdings applicable to additional sums payable under this Section 5.03), the applicable Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding\nbeen made."} +{"idx": 68, "level": 3, "span": "(c)    Payment of Other Taxes by the Loan Parties\nThe Loan Parties shall timely pay\nto the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes."} +{"idx": 68, "level": 3, "span": "(d)    Indemnification by the Loan Parties\nThe Loan Parties shall jointly and severally indemnify\neach Credit Party, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this\nSection 5.03) payable or paid by such Credit Party or required to be withheld or deducted from a payment to such Credit Party and any reasonable expenses arising therefrom or with respect thereto, whether or not such\nIndemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or\nby the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error."} +{"idx": 68, "level": 3, "span": "(e)    Indemnification by the Lenders\nEach Lender\nshall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for\nsuch Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.04(c) relating to the maintenance of a\nParticipant Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with\nrespect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be\nconclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender\nfrom any other source against any amount due to the Administrative Agent under this paragraph (e)."} +{"idx": 68, "level": 3, "span": "(f)    Evidence of Payments\nAs soon as practicable after any payment of Taxes by any Loan Party to\na Governmental Authority pursuant to this Section 5.03, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment,\na copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent."} +{"idx": 68, "level": 3, "span": "(g)    Status of Lenders\n(i) Any Lender that is entitled to an exemption from or reduction of\nwithholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and\nexecuted documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender shall deliver such other documentation\nprescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information\nreporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in\nSection 5.03(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material\nunreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender."} +{"idx": 68, "level": 4, "span": "(ii)    Without limiting the generality of the foregoing, in the event that the Borrower is a U.S\nBorrower"} +{"idx": 68, "level": 4, "span": "(A)    any Lender that is a U.S\nPerson shall deliver to the Borrower and the Administrative Agent on\nor prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals or copies of IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax;"} +{"idx": 68, "level": 4, "span": "(B)    any Non-U.S\nLender shall, to the extent it is legally\nentitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which"} +{"idx": 68, "level": 4, "span": "(1)    in the case of a Non-U.S\nLender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals or copies of IRS Form W-8BEN-E (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty\nand (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or any successor form) establishing an exemption from, or\nreduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;"} +{"idx": 68, "level": 4, "span": "(2)    executed originals or copies of IRS Form W-8ECI (or any\nsuccessor form);"} +{"idx": 68, "level": 4, "span": "(3)    in the case of a Non-U.S\nLender\nclaiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the\neffect that such Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of\nSection 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals or copies of IRS Form W-8BEN (or any successor form); or"} +{"idx": 68, "level": 4, "span": "(4)    to the extent a Non-U.S\nLender is not the beneficial owner, executed originals or copies of IRS Form W-8IMY(or any successor form), accompanied by IRS Form\nW-8ECI (or any successor form), IRS Form W-8BEN-E (or any successor form), a U.S. Tax Compliance Certificate substantially in the\nform of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other\ncertification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance Certificate substantially in the form of\nExhibit H-4 on behalf of each such direct and indirect partner;"} +{"idx": 68, "level": 4, "span": "(C)    any Non-U.S\nLender shall, to the extent it is legally\nentitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender\nunder this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals or copies of any other form prescribed by applicable law as a basis for claiming exemption from or a\nreduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to\nbe made; and"} +{"idx": 68, "level": 4, "span": "(D)    if a payment made to a Lender under any Loan Document\nwould be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable),\nsuch Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable\nlaw (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply\nwith their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D),\n“FATCA” shall include any amendments made to FATCA after the date of this Agreement."} +{"idx": 68, "level": 3, "span": "(h)    Treatment of Certain Refunds\nIf any party determines, in its sole discretion exercised in\ngood faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to this\nSection 5.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 5.03 with respect to the Taxes giving rise\nto such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such\nrefund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant\nGovernmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to\npay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to\nindemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require\nany indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person."} +{"idx": 68, "level": 4, "span": "(i)    Survival\nEach party’s obligations under this Section 5.03\nshall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any\nLoan Documents."} +{"idx": 68, "level": 2, "span": "ARTICLE VI"} +{"idx": 68, "level": 2, "span": "CONDITIONS PRECEDENT\nSection 6.01    Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue\nLetters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02):\n(a)    The Administrative Agent shall have received from each party hereto counterparts (in such number as\nmay be requested by the Administrative Agent) of this Agreement signed on behalf of such party and duly executed Notes payable to each Lender that requested a Note.\n(b)    The Administrative Agent shall have received from each party thereto duly executed counterparts (in\nsuch number as may be requested by the Administrative Agent) of the Security Instruments, including the Guaranty Agreement, and except in cases where no signature is required, the other Security Instruments described on\nExhibit F. In connection with the execution and delivery of the Security Instruments, the Administrative Agent shall be reasonably satisfied that the Security Instruments create first priority Liens that may be perfected\nupon recordation of properly completed financing statements and the Security Instruments in the appropriate filing offices therefor (except Liens permitted by Section 9.03 may exist) on at least 90% of the\nPV-9 of Proved Reserves evaluated in the most recent Reserve Report.\n(c)    The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan\nParty setting forth (i) resolutions of its board of directors or other appropriate governing body with respect to the authorization of such Loan Party to execute and deliver the Loan Documents to which it is a party and to enter into the\ntransactions contemplated in those documents, (ii) the officers of such Loan Party (y) who are authorized to sign the Loan Documents to which such Loan Party is a party and (z) who will, until replaced by another officer or officers\nduly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures\nof such authorized officers, and (iv) the articles or certificate of incorporation and by-laws or other applicable Organizational Documents of such Loan Party, certified as being true and complete. The\nAdministrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from such Loan to the contrary.\n(d)    The Administrative Agent shall have received certificates of the appropriate State agencies, as\nrequested by the Administrative Agent, with respect to the existence, qualification and good standing of each Loan Party in each jurisdiction where any such Loan Party is organized or owns Borrowing Base Properties, except where the failure to so\nqualify could not reasonably be expected to result in a Material Adverse Effect.\n(e)    The\nAdministrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying that (i) all representations and warranties of the Loan Parties\nset forth in this Agreement are true and correct in all material respects, (ii) no Event of Default or Default exists and (iii) no Material Adverse Effect has occurred since December 31, 2016.\n(f)    The Administrative Agent shall have received (i) copies of the audited pro forma consolidated\nfinancial statements, prepared in accordance with GAAP, of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, (ii) budget and pro forma projections\n(including a pro forma closing balance sheet, pro forma statements of operations and cash flow) for the years 2017 through 2022 and quarterly projections through 2017 and yearly thereafter,\nincluding assumptions used in preparing the forecast financial statements, satisfactory to the Administrative Agent.\n(g)    Each of the Borrower and its Subsidiaries shall have established its primary deposit and investment\naccounts with PNC Bank.\n(h)    The Administrative Agent shall have received evidence that adequate\ninsurance, if applicable, required to be maintained in accordance with Section 7.12 is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and\nsubstance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee, lender or loss payee, as applicable.\n(i)    The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower\nsubstantially in the form of Exhibit E certifying that, after giving effect to the Borrowings under this Agreement, the Borrower and the other Loan Parties, on a consolidated basis, are solvent.\n(j)    The Administrative Agent shall have received the Initial Reserve Report accompanied by a certificate\ncovering the matters described in Section 8.12(c)(i)-(iii).\n(k)    The Administrative Agent shall have received, at least five (5) days prior to the Effective\nDate, all documentation and other information previously requested and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations,\nincluding the USA Patriot Act.\n(l)    The Administrative Agent shall have received an opinion of\nHaynes and Boone LLP, special counsel for the Loan Parties, in form and of substance reasonably acceptable to the Administrative Agent.\n(m)    The Administrative Agent, the Arranger and the Lenders shall have received all fees and other\namounts required to be paid under this Agreement or the other Loan Documents due and payable on or prior to the Effective Date and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.\n(n)    The Administrative Agent shall have received appropriate UCC search certificates reflecting no prior\nLiens encumbering the Properties of the Borrower and the other Loan Parties other than those being released on or prior to the Effective Date or Liens permitted by Section 9.03.\n(o)    The Administrative Agent shall have received title information as the Administrative Agent may\nreasonably require satisfactory to the Administrative Agent setting forth the status of title to at least 80% of the PV-9 of the Borrowing Base Properties.\n(p)    The Administrative Agent shall have received evidence that the that the Existing Credit Agreement\nhas been, or concurrently with the Effective Date is being, terminated and all Liens securing Debt under the Existing Credit Agreement have been, or concurrently with the Effective Date are being, released.\n(q)    The Administrative Agent shall have received a\ncertificate dated as of the date of this Agreement from a Responsible Officer of the Borrower stating that the Business Combination Transaction has been consummated pursuant to the terms of the Business Combination Transaction Documents and that\nattached thereto are true and complete copies of the Business Combination Transaction Documents;\n(r)    The corporate, capital and ownership structure of the Borrower and its Subsidiaries upon the\nEffective Date shall be reasonably satisfactory to Administrative Agent.\n(s)    The Administrative\nAgent shall be satisfied that as of the Effective Date, after giving effect to the Transactions, the sum of (i) the amount by which the Borrowing Base exceeds the Revolving Credit Exposures of all Lenders and (ii) cash on hand of Borrower,\nis not less than $60,000,000.\n(t)    Except as provided in Section 8.18,\nAdministrative Agent shall have received copies of any ISDA schedules and credit support annexes and any other agreements evidencing collateral arrangements with any approved counterparties, which shall be in form and substance reasonably acceptable\nto Administrative Agent.\n(u)    The Administrative Agent shall have received such other certificates,\ndocuments, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents.\nThe Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.\nSection 6.02    Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any\nBorrowing (including the initial funding), and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit and the Effective Date, is subject to the satisfaction of the following conditions:\n(a)    At the time of and immediately after giving effect to such Borrowing or the issuance, amendment,\nrenewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.\n(b)    The representations and warranties of the Borrower and the Guarantors set forth in this Agreement\nand in the other Loan Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such Borrowing\nor the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such\nBorrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality\nin which case such applicable representation and warranty shall be true and correct) as of such specified earlier date.\n(c)    The receipt by the Administrative Agent of a Borrowing Request in accordance with\nSection 2.03 or a request for a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable.\nEach request for a Borrowing and each request for the issuance, amendment, renewal or extension\nof any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower and the other Loan Parties on the date thereof as to the matters specified in Section 6.02(a) through (c)."} +{"idx": 68, "level": 3, "span": "(a)    The Administrative Agent shall have received from each party hereto counterparts (in such number as\nmay be requested by the Administrative Agent) of this Agreement signed on behalf of such party and duly executed Notes payable to each Lender that requested a Note."} +{"idx": 68, "level": 3, "span": "(b)    The Administrative Agent shall have received from each party thereto duly executed counterparts (in\nsuch number as may be requested by the Administrative Agent) of the Security Instruments, including the Guaranty Agreement, and except in cases where no signature is required, the other Security Instruments described on\nExhibit F. In connection with the execution and delivery of the Security Instruments, the Administrative Agent shall be reasonably satisfied that the Security Instruments create first priority Liens that may be perfected\nupon recordation of properly completed financing statements and the Security Instruments in the appropriate filing offices therefor (except Liens permitted by Section 9.03 may exist) on at least 90% of the\nPV-9 of Proved Reserves evaluated in the most recent Reserve Report."} +{"idx": 68, "level": 3, "span": "(c)    The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan\nParty setting forth (i) resolutions of its board of directors or other appropriate governing body with respect to the authorization of such Loan Party to execute and deliver the Loan Documents to which it is a party and to enter into the\ntransactions contemplated in those documents, (ii) the officers of such Loan Party (y) who are authorized to sign the Loan Documents to which such Loan Party is a party and (z) who will, until replaced by another officer or officers\nduly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures\nof such authorized officers, and (iv) the articles or certificate of incorporation and by-laws or other applicable Organizational Documents of such Loan Party, certified as being true and complete. The\nAdministrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from such Loan to the contrary."} +{"idx": 68, "level": 3, "span": "(d)    The Administrative Agent shall have received certificates of the appropriate State agencies, as\nrequested by the Administrative Agent, with respect to the existence, qualification and good standing of each Loan Party in each jurisdiction where any such Loan Party is organized or owns Borrowing Base Properties, except where the failure to so\nqualify could not reasonably be expected to result in a Material Adverse Effect."} +{"idx": 68, "level": 3, "span": "(e)    The\nAdministrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying that (i) all representations and warranties of the Loan Parties\nset forth in this Agreement are true and correct in all material respects, (ii) no Event of Default or Default exists and (iii) no Material Adverse Effect has occurred since December 31, 2016."} +{"idx": 68, "level": 3, "span": "(f)    The Administrative Agent shall have received (i) copies of the audited pro forma consolidated\nfinancial statements, prepared in accordance with GAAP, of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, (ii) budget and pro forma projections"} +{"idx": 68, "level": 3, "span": "(g)    Each of the Borrower and its Subsidiaries shall have established its primary deposit and investment\naccounts with PNC Bank."} +{"idx": 68, "level": 3, "span": "(h)    The Administrative Agent shall have received evidence that adequate\ninsurance, if applicable, required to be maintained in accordance with Section 7.12 is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and\nsubstance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee, lender or loss payee, as applicable."} +{"idx": 68, "level": 4, "span": "(i)    The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower\nsubstantially in the form of Exhibit E certifying that, after giving effect to the Borrowings under this Agreement, the Borrower and the other Loan Parties, on a consolidated basis, are solvent."} +{"idx": 68, "level": 3, "span": "(j)    The Administrative Agent shall have received the Initial Reserve Report accompanied by a certificate\ncovering the matters described in Section 8.12(c)(i)-(iii)."} +{"idx": 68, "level": 3, "span": "(k)    The Administrative Agent shall have received, at least five (5) days prior to the Effective\nDate, all documentation and other information previously requested and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations,\nincluding the USA Patriot Act."} +{"idx": 68, "level": 3, "span": "(l)    The Administrative Agent shall have received an opinion of\nHaynes and Boone LLP, special counsel for the Loan Parties, in form and of substance reasonably acceptable to the Administrative Agent."} +{"idx": 68, "level": 3, "span": "(m)    The Administrative Agent, the Arranger and the Lenders shall have received all fees and other\namounts required to be paid under this Agreement or the other Loan Documents due and payable on or prior to the Effective Date and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder."} +{"idx": 68, "level": 3, "span": "(n)    The Administrative Agent shall have received appropriate UCC search certificates reflecting no prior\nLiens encumbering the Properties of the Borrower and the other Loan Parties other than those being released on or prior to the Effective Date or Liens permitted by Section 9.03."} +{"idx": 68, "level": 3, "span": "(o)    The Administrative Agent shall have received title information as the Administrative Agent may\nreasonably require satisfactory to the Administrative Agent setting forth the status of title to at least 80% of the PV-9 of the Borrowing Base Properties."} +{"idx": 68, "level": 3, "span": "(p)    The Administrative Agent shall have received evidence that the that the Existing Credit Agreement\nhas been, or concurrently with the Effective Date is being, terminated and all Liens securing Debt under the Existing Credit Agreement have been, or concurrently with the Effective Date are being, released."} +{"idx": 68, "level": 3, "span": "(q)    The Administrative Agent shall have received a\ncertificate dated as of the date of this Agreement from a Responsible Officer of the Borrower stating that the Business Combination Transaction has been consummated pursuant to the terms of the Business Combination Transaction Documents and that\nattached thereto are true and complete copies of the Business Combination Transaction Documents;"} +{"idx": 68, "level": 3, "span": "(r)    The corporate, capital and ownership structure of the Borrower and its Subsidiaries upon the\nEffective Date shall be reasonably satisfactory to Administrative Agent."} +{"idx": 68, "level": 3, "span": "(s)    The Administrative\nAgent shall be satisfied that as of the Effective Date, after giving effect to the Transactions, the sum of (i) the amount by which the Borrowing Base exceeds the Revolving Credit Exposures of all Lenders and (ii) cash on hand of Borrower,\nis not less than $60,000,000."} +{"idx": 68, "level": 3, "span": "(t)    Except as provided in Section 8.18,\nAdministrative Agent shall have received copies of any ISDA schedules and credit support annexes and any other agreements evidencing collateral arrangements with any approved counterparties, which shall be in form and substance reasonably acceptable\nto Administrative Agent."} +{"idx": 68, "level": 3, "span": "(u)    The Administrative Agent shall have received such other certificates,\ndocuments, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents."} +{"idx": 68, "level": 3, "span": "(a)    At the time of and immediately after giving effect to such Borrowing or the issuance, amendment,\nrenewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing."} +{"idx": 68, "level": 3, "span": "(b)    The representations and warranties of the Borrower and the Guarantors set forth in this Agreement\nand in the other Loan Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such Borrowing\nor the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such\nBorrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality\nin which case such applicable representation and warranty shall be true and correct) as of such specified earlier date."} +{"idx": 68, "level": 3, "span": "(c)    The receipt by the Administrative Agent of a Borrowing Request in accordance with\nSection 2.03 or a request for a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable."} +{"idx": 68, "level": 2, "span": "ARTICLE VII"} +{"idx": 68, "level": 2, "span": "REPRESENTATIONS\nAND WARRANTIES\nThe Borrower represents and warrants to the Lenders that:\nSection 7.01    Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing\nunder the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and\nis qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be\nexpected to have a Material Adverse Effect.\nSection 7.02    Authority; Enforceability. The Transactions\nare within each Loan Party’s corporate powers and have been duly authorized by all necessary corporate and, if required, owner action. Each Loan Document to which a Loan Party is a party has been duly executed and delivered by it and\nconstitutes its legal, valid and binding obligation, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and\nsubject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.\nSection 7.03    Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of,\nregistration or filing with, or any other action by, any Governmental Authority or any other third Person, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or\nthe consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of financing statements and the Security Instruments as required by\nthis Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect, or do not have an adverse effect on the\nenforceability of the Loan Documents and (iii) those third party authorizations, approvals or consents that are customarily obtained following closing, (b) will not violate (i) in any material respect, any applicable law or regulation\nor any order of any Governmental Authority or (ii) the Organizational Documents of any Loan Party, (c) will not violate or result in a default under any indenture, note, credit agreement or other similar instrument binding upon any Loan\nParty or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of any Loan Party (other than the Liens created by\nthe Loan Documents).\nSection 7.04    Financial Condition; No Material Adverse Change.\n(a)    Since December 31, 2016 and after giving effect to the Transactions (i) there has been no\nevent, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower and the Loan Parties has been conducted only in the ordinary course consistent with past\nbusiness practices.\n(b)    Neither the Borrower nor any other Loan Party has on the date of this\nAgreement, after giving effect to the Transactions, any material Debt (including Disqualified\nCapital Stock) other than the Secured Obligations or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, or\nunusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments.\nSection 7.05    Litigation.\n(a)    Except as set forth on Schedule 7.05, there are no actions, suits,\ninvestigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against any Loan Party that (i) are not fully covered by insurance (except for\nnormal deductibles) as to which there is a reasonable possibility of an adverse determination that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) involve\nany Loan Document or the Transactions.\n(b)    Since the date of this Agreement, there has been no\nchange in the status of the matters disclosed in Schedule 7.05 that, individually or in the aggregate, has resulted in a Material Adverse Effect.\nSection 7.06    Environmental Matters. Except for such matters as set forth on\nSchedule 7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect (or for each Loan Party’s Oil and Gas Properties where another party other than such Loan\nParty is the operator, to the knowledge of the Borrower could not reasonably be expected to have a Material Adverse Effect):\n(a)    While the Loan Parties have operated Properties, the Loan Parties and each of their respective\nProperties and operations thereon are, and within all applicable statute of limitation periods have been, in compliance with all applicable Environmental Laws;\n(b)    the Loan Parties have obtained all Environmental Permits required for their respective operations\nand each of their Properties, with all such Environmental Permits being currently in full force and effect, and no Loan Party has received any written notice that any such existing Environmental Permit will be revoked or that any application for any\nnew Environmental Permit or renewal of any existing Environmental Permit will be denied;\n(c)    the\nLoan Parties have not received any written claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is\npending or, to the Borrower’s knowledge, threatened against any Loan Party or any of their respective Properties or as a result of any operations at the Properties;\n(d)    none of the Loan Parties owns or operates a treatment, storage, or disposal facility requiring a\npermit under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., regulations thereunder or any comparable state delegated Resource Conservation and Recovery Act program;\n(e)    except as permitted under applicable laws, there has been no Release or, to the Borrower’s\nknowledge, threatened Release, of Hazardous Materials attributable to the operations of any Loan Party at, on, under or from any Loan Party’s Properties and there are no investigations, remediations, abatements, removals of Hazardous Materials\nrequired under applicable Environmental Laws relating to such Releases or threatened Releases or at such Properties and, to the knowledge of the Borrower, none of such Properties are adversely affected by any Release or threatened Release of a\nHazardous Material originating or emanating from any other real property;\n(f)    no Loan Party has received any written notice\nasserting an alleged liability or obligation under any Environmental Laws with respect to the investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials, including at, under, or Released or threatened to be Released\nfrom any real properties offsite the Loan Party’s Properties and there are no conditions or circumstances that would reasonably be expected to result in the receipt of such written notice;\n(g)    to the Loan Party’s knowledge, there has been no exposure of any Person or Property to any\nHazardous Materials as a result of or in connection with the operations and businesses of any Loan Party or relating to any of their Properties that would reasonably be expected to form the basis for a claim against any Loan Party for damages or\ncompensation and, to the Borrower’s knowledge, there are no conditions or circumstances that would reasonably be expected to result in the receipt of notice regarding such exposure; and\n(h)    the Loan Parties have provided to the Lenders complete and correct copies of all environmental site\nassessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are\nin any Loan Party’s possession or control and relating to their respective Properties or operations thereon.\nSection 7.07    Compliance with the Laws and Agreements; No Defaults.\n(a)    Each Loan Party is in compliance with all Governmental Requirements applicable to it or its Property\nand all agreements and other instruments binding upon it or its Property, and possesses all licenses, permits, franchises, exemptions, approvals and other governmental authorizations necessary for the ownership of its Property and the conduct of its\nbusiness, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.\n(b)    No Loan Party is in default nor has any event or circumstance occurred which, but for the expiration\nof any applicable grace period or the giving of notice, or both, would constitute a default or would require such Loan Party to Redeem or make any offer to Redeem all or any portion of any Debt outstanding under any indenture, note, credit agreement\nor other similar instrument pursuant to which any Material Indebtedness is outstanding or by which the Loan Parties or any of their Properties is bound.\n(c)    No Default has occurred and is continuing.\nSection 7.08    Investment Company Act. No Loan Party is an “investment company” or a company\n“controlled” by an “investment company,” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended.\nSection 7.09    Taxes. Each Loan Party has timely filed or caused to be filed all tax returns and reports\nrequired to have been filed and has paid or caused to be paid all taxes required to have been paid by it, except (a) taxes that are being contested in good faith by appropriate proceedings and for which the applicable Loan Party has set aside\non its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. To the knowledge of Borrower, no\nmaterial proposed tax assessment is being asserted with respect to any Loan Party.\nSection 7.10    ERISA. Except for matters that would not,\nindividually or in the aggregate, reasonably be expected to result in a Material Adverse Effect:\n(a)    Each Plan is, and has been, operated, administered and maintained in substantial compliance with,\nand the Borrower and each ERISA Affiliate have complied with ERISA, the terms of the applicable Plan and, where applicable, the Code.\n(b)    No act, omission or transaction has occurred that could result in imposition on the Borrower or any\nERISA Affiliate (whether directly or indirectly) of (i) either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or\n(ii) breach of fiduciary duty liability damages under Section 409 of ERISA.\n(c)    No\nliability to the PBGC (other than for the payment of current premiums which are not past due) by the Borrower or any ERISA Affiliate has been or is reasonably expected by any Loan Party or any ERISA Affiliate to be incurred with respect to any Plan.\n(d)    No ERISA Event with respect to any Plan has occurred that has resulted or could reasonably be\nexpected to result in liability of the Borrower under Title IV of ERISA to the Plan or the PBGC.\n(e)    The actuarial present value of the benefit liabilities under each Plan does not, as of the end of\nthe Borrower’s most recently ended fiscal year, exceed the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities. The term “actuarial\npresent value of the benefit liabilities” shall have the meaning specified in Section 4041 of ERISA.\n(f)    Neither the Borrower nor any ERISA Affiliate sponsors, maintains or contributes to, or has at any\ntime in the six-year period preceding the date hereof sponsored, maintained or contributed to, or had any actual liability to any Multiemployer Plan.\nSection 7.11    Disclosure; No Material Misstatements. The Borrower has disclosed to the Administrative Agent\nand the Lenders all agreements, instruments and corporate or other restrictions to which it or any Loan Party is subject, and all other existing facts and circumstances applicable to the Loan Parties known to the Borrower, that, individually or in\nthe aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Loan Parties to the Administrative Agent or any Lender\nor any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contain any material\nmisstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial or other\ninformation, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There are no statements or conclusions in any Reserve Report which are based upon or include\nmisleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates\ncontained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and the Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.\nSection 7.12    Insurance. For the benefit of each Loan Party,\nthe Borrower has (a) all insurance policies sufficient for the compliance by the Loan Parties with all material Governmental Requirements and all material agreements and (b) insurance coverage, or\nself-insurance, in at least such amounts and against such risk (including public liability) that are usually insured against by companies similarly situated and engaged in the same or a similar business for\nthe assets and operations of the Loan Parties. Schedule 7.12, as of the date hereof, sets forth a list of all insurance maintained by the Borrower. The Administrative Agent, as agent for the benefit of the Secured Parties,\nhas been named as additional insureds in respect of such liability insurance policies and the Administrative Agent, as agent for the benefit of the Secured Parties, has been named as loss payee with respect to Property loss insurance.\nSection 7.13    Restriction on Liens. Neither the Borrower nor any Loan Party is a party to any material\nagreement or arrangement (other than Purchase Money Security Interests and Capital Leases creating Liens permitted by Section 9.03(c), but then only on the Property subject of such Purchase Money Security Interests or\nCapital Lease), or subject to any order, judgment, writ or decree, which either restricts or purports to restrict its ability to grant Liens to the Administrative Agent and the Lenders on or in respect of their Properties to secure the Secured\nObligations and the Loan Documents.\nSection 7.14    Loan Parties. Except as set forth on\nSchedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14, there are no other Loan\nParties.\nSection 7.15    Foreign Operations. The Borrower and the other Loan Parties do not own any Oil\nand Gas Properties not located within the geographical boundaries of the United States.\nSection 7.16    Location of Business and Offices. The Borrower’s jurisdiction of organization is\nDelaware; the name of the Borrower as listed in the public records of its jurisdiction of organization is Rosehill Operating Company, LLC; and the organizational identification number of the Borrower in its jurisdiction of organization is 6199183\n(or, in each case, as set forth in a notice delivered to the Administrative Agent pursuant to Section 8.01(l) in accordance with Section 12.01). The Borrower’s principal place of business and\nchief executive offices are located at the address specified in Section 12.01 (or as set forth in a notice delivered pursuant to Section 8.01(l) and Section 12.01(c)).\nEach Loan Party’s jurisdiction of organization, name as listed in the public records of its jurisdiction of organization, organizational identification number in its jurisdiction of organization, and the location of its principal place of\nbusiness and chief executive office is stated on Schedule 7.14 (or as set forth in a notice delivered pursuant to Section 8.01 (l)).\nSection 7.17    Properties; Defensible Title, Etc.\n(a)    Each Loan Party has good and defensible title to the Oil and Gas Properties evaluated in the most\nrecently delivered Reserve Report and good title to all its personal Properties other than Properties sold in compliance with Section 9.11 from time to time, in each case, free and clear of all Liens except Liens permitted\nby Section 9.03. After giving full effect to Liens permitted by Section 9.03, the Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as\nreflected in the most recently delivered Reserve Report, and except as otherwise provided by statute, regulation or the standard and customary provisions of any applicable joint operating agreement, the ownership of such Properties shall not in any\nmaterial respect obligate the Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in\nexcess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan Party’s net\nrevenue interest in such Property.\n(b)    All material leases and agreements necessary for the conduct\nof the business of the Loan Parties are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such\nlease or leases, which could reasonably be expected to have a Material Adverse Effect.\n(c)    The\nrights and Properties presently owned, leased or licensed by the Loan Parties including all easements and rights of way, include all rights and Properties necessary to permit the Loan Parties to conduct their business in all material respects in the\nsame manner as its business is conducted on the date hereof.\n(d)    Each Loan Party owns, or is\nlicensed to use, all trademarks, trade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Loan Party does not infringe upon the rights of any other Person, except for any such\ninfringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical\ndata, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are\ncustomary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.\nSection 7.18    Maintenance of Properties. Except for such acts or failures to act as could not be reasonably\nexpected to have a Material Adverse Effect, the Oil and Gas Properties (and Properties unitized therewith) of the Loan Parties have been maintained, operated and developed in a reasonably prudent manner and in conformity with all Governmental\nRequirements and in conformity with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties of the Loan Parties.\nSpecifically in connection with the foregoing, except for those as could not be reasonably expected to have a Material Adverse Effect, (i) no Oil and Gas Property of the Loan Parties is subject to having allowable production reduced below the\nfull and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) and (ii) none of the wells comprising a part of the Oil and Gas Properties (or\nProperties unitized therewith) of the Loan Parties is deviated from the vertical more than the maximum permitted by Governmental Requirements, and such wells are bottomed under and are producing from, and the well bores are wholly within, the Oil\nand Gas Properties (or in the case of wells located on Properties unitized therewith, such unitized Properties) of the Loan Parties. All pipelines, wells, gas processing plants, platforms and other material improvements, fixtures and equipment owned\nin whole or in part by the Loan Parties that are necessary to conduct normal operations are being maintained in a state adequate to conduct normal operations, and with respect to such of the foregoing which are operated by the Loan Parties, in a\nmanner consistent with the Loan Parties’ past practices (other than those the failure of which to maintain in accordance with this Section 7.18 could not reasonably be expected to have a Material Adverse Effect).\nSection 7.19    Gas Imbalances; Prepayments. Except as set forth on\nSchedule 7.19 or on the most recent certificate delivered pursuant to Section 8.12(c), on a net basis there are no gas imbalances take or pay or other prepayments which would require any Loan Party\nto deliver Hydrocarbons produced\nfrom their Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor exceeding two percent (2.0%) of the aggregate volumes of natural gas (on an Mcf\nbasis) listed in the most recent Reserve Report.\nSection 7.20    Marketing of Production. Except for\ncontracts listed and in effect on the date hereof on Schedule 7.20, and thereafter either disclosed in writing to the Administrative Agent or included in the most recently delivered Reserve Report, (a) the Loan Parties\nare receiving a price for all production sold thereunder which is computed substantially in accordance with the terms of the relevant contract and are not having deliveries curtailed substantially below the subject Property’s delivery capacity\nand (b) no material agreements exist which are not cancelable on 90 days’ notice or less without penalty or detriment for the sale of production from the Loan Parties’ Hydrocarbons (including calls on or other rights to purchase,\nproduction, whether or not the same are currently being exercised) that (i) pertain to the sale of production at a fixed price and (ii) have a maturity or expiry date of longer than six (6) months from the date hereof.\nSection 7.21    Security Documents. The Security Instruments are effective to create in favor of the\nAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Mortgaged Property and Collateral and proceeds thereof. The Secured Obligations are and shall be at all times secured by a legal,\nvalid and enforceability perfected first priority Liens in favor of the Administrative Agent, covering and encumbering the Mortgaged Properties and other Collateral, to the extent perfection has occurred or will occur, by the recording of a\nmortgage, the filing of a UCC financing statement or, with respect to Equity Interests represented by certificates, by possession (in each case, to the extent available in the applicable jurisdiction); provided that, except in the case of\npledged Equity Interests or as otherwise provided herein, Liens permitted by Section 9.03 may exist.\nSection 7.22    Swap Agreements and Eligible Contract Participant. Schedule 7.22, as\nof the date hereof, and after the date hereof, each report required to be delivered by the Borrower pursuant to Section 8.01(d), sets forth, a true and complete list of all Swap Agreements of the Loan Parties, the material\nterms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the estimated net mark to market value thereof, all credit support agreements relating thereto (including any margin required or supplied,\nbut excluding the Security Instruments) and the counterparty to each such agreement. The Borrower is a Qualified ECP Guarantor.\nSection 7.23    Use of Loans and Letters of Credit. The proceeds of the Loans and the Letters of Credit shall\nbe used (i) to provide funds for working capital, (ii) to finance capital expenditures, (iii) for the acquisition and development by the Borrower and its Subsidiaries of Oil and Gas Properties permitted hereunder, (iv) to\nrefinance existing debt, and (v) for general corporate purposes of the Borrower and its Subsidiaries. No Loan Party is engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose,\nwhether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the Board). No part of the proceeds of any Loan or Letter of Credit will be used for any purpose which violates the\nprovisions of Regulations T, U or X of the Board.\nSection 7.24    Solvency. After giving effect to the\nTransactions and the other transactions contemplated hereby, (a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation,\nof the Loan Parties, taken as a whole, will exceed the aggregate Debt of the Loan Parties on a consolidated basis, as the Debt becomes absolute and matures, (b) each Loan Party will not have incurred or intended to incur, and will not believe\nthat it will incur, Debt beyond its ability to pay such Debt (after taking into account the timing and amounts of cash to be received by it and the amounts to be payable on or in respect of its liabilities, and giving effect to amounts that could\nreasonably be received by reason of\nindemnity, offset, insurance or any similar arrangement) as such Debt becomes absolute and matures and (c) each Loan Party will not have (and will have no reason to believe that it will have\nthereafter) unreasonably small capital for the conduct of its business.\nSection 7.25    Anti-Corruption Laws; Sanctions; OFAC.\n(a)    The\nBorrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with applicable\nAnti-Corruption Laws and applicable Sanctions.\n(b)    The\nBorrower, its Subsidiaries, their respective officers and employees and, to the knowledge of the Borrower, its directors and agents are in compliance with Anti-Corruption Laws and applicable Sanctions in all\nmaterial respects and are not knowingly engaged in any activity that would reasonably be expected to result in any Loan Party being designated as a Sanctioned Person.\n(c)    None of (i) the Borrower, any Subsidiary or any of their respective directors, officers or\nemployees, or (ii) to the knowledge of the Borrower, any agent of the Borrower that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. The Borrower will not directly or,\nto its knowledge, indirectly use the proceeds from the Loans or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person currently\nsubject to any applicable Sanctions.\nSection 7.26    EEA Financial Institution. No Loan Party is an EEA\nFinancial Institution."} +{"idx": 68, "level": 3, "span": "(a)    Since December 31, 2016 and after giving effect to the Transactions (i) there has been no\nevent, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower and the Loan Parties has been conducted only in the ordinary course consistent with past\nbusiness practices."} +{"idx": 68, "level": 3, "span": "(b)    Neither the Borrower nor any other Loan Party has on the date of this\nAgreement, after giving effect to the Transactions, any material Debt (including Disqualified"} +{"idx": 68, "level": 3, "span": "(a)    Except as set forth on Schedule 7.05, there are no actions, suits,\ninvestigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against any Loan Party that (i) are not fully covered by insurance (except for\nnormal deductibles) as to which there is a reasonable possibility of an adverse determination that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) involve\nany Loan Document or the Transactions."} +{"idx": 68, "level": 3, "span": "(b)    Since the date of this Agreement, there has been no\nchange in the status of the matters disclosed in Schedule 7.05 that, individually or in the aggregate, has resulted in a Material Adverse Effect."} +{"idx": 68, "level": 3, "span": "(a)    While the Loan Parties have operated Properties, the Loan Parties and each of their respective\nProperties and operations thereon are, and within all applicable statute of limitation periods have been, in compliance with all applicable Environmental Laws;"} +{"idx": 68, "level": 3, "span": "(b)    the Loan Parties have obtained all Environmental Permits required for their respective operations\nand each of their Properties, with all such Environmental Permits being currently in full force and effect, and no Loan Party has received any written notice that any such existing Environmental Permit will be revoked or that any application for any\nnew Environmental Permit or renewal of any existing Environmental Permit will be denied;"} +{"idx": 68, "level": 3, "span": "(c)    the\nLoan Parties have not received any written claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is\npending or, to the Borrower’s knowledge, threatened against any Loan Party or any of their respective Properties or as a result of any operations at the Properties;"} +{"idx": 68, "level": 3, "span": "(d)    none of the Loan Parties owns or operates a treatment, storage, or disposal facility requiring a\npermit under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., regulations thereunder or any comparable state delegated Resource Conservation and Recovery Act program;"} +{"idx": 68, "level": 3, "span": "(e)    except as permitted under applicable laws, there has been no Release or, to the Borrower’s\nknowledge, threatened Release, of Hazardous Materials attributable to the operations of any Loan Party at, on, under or from any Loan Party’s Properties and there are no investigations, remediations, abatements, removals of Hazardous Materials\nrequired under applicable Environmental Laws relating to such Releases or threatened Releases or at such Properties and, to the knowledge of the Borrower, none of such Properties are adversely affected by any Release or threatened Release of a\nHazardous Material originating or emanating from any other real property;"} +{"idx": 68, "level": 3, "span": "(f)    no Loan Party has received any written notice\nasserting an alleged liability or obligation under any Environmental Laws with respect to the investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials, including at, under, or Released or threatened to be Released\nfrom any real properties offsite the Loan Party’s Properties and there are no conditions or circumstances that would reasonably be expected to result in the receipt of such written notice;"} +{"idx": 68, "level": 3, "span": "(g)    to the Loan Party’s knowledge, there has been no exposure of any Person or Property to any\nHazardous Materials as a result of or in connection with the operations and businesses of any Loan Party or relating to any of their Properties that would reasonably be expected to form the basis for a claim against any Loan Party for damages or\ncompensation and, to the Borrower’s knowledge, there are no conditions or circumstances that would reasonably be expected to result in the receipt of notice regarding such exposure; and"} +{"idx": 68, "level": 3, "span": "(h)    the Loan Parties have provided to the Lenders complete and correct copies of all environmental site\nassessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are\nin any Loan Party’s possession or control and relating to their respective Properties or operations thereon."} +{"idx": 68, "level": 3, "span": "(a)    Each Loan Party is in compliance with all Governmental Requirements applicable to it or its Property\nand all agreements and other instruments binding upon it or its Property, and possesses all licenses, permits, franchises, exemptions, approvals and other governmental authorizations necessary for the ownership of its Property and the conduct of its\nbusiness, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect."} +{"idx": 68, "level": 3, "span": "(b)    No Loan Party is in default nor has any event or circumstance occurred which, but for the expiration\nof any applicable grace period or the giving of notice, or both, would constitute a default or would require such Loan Party to Redeem or make any offer to Redeem all or any portion of any Debt outstanding under any indenture, note, credit agreement\nor other similar instrument pursuant to which any Material Indebtedness is outstanding or by which the Loan Parties or any of their Properties is bound."} +{"idx": 68, "level": 3, "span": "(c)    No Default has occurred and is continuing."} +{"idx": 68, "level": 3, "span": "(a)    Each Plan is, and has been, operated, administered and maintained in substantial compliance with,\nand the Borrower and each ERISA Affiliate have complied with ERISA, the terms of the applicable Plan and, where applicable, the Code."} +{"idx": 68, "level": 3, "span": "(b)    No act, omission or transaction has occurred that could result in imposition on the Borrower or any\nERISA Affiliate (whether directly or indirectly) of (i) either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or\n(ii) breach of fiduciary duty liability damages under Section 409 of ERISA."} +{"idx": 68, "level": 3, "span": "(c)    No\nliability to the PBGC (other than for the payment of current premiums which are not past due) by the Borrower or any ERISA Affiliate has been or is reasonably expected by any Loan Party or any ERISA Affiliate to be incurred with respect to any Plan."} +{"idx": 68, "level": 3, "span": "(d)    No ERISA Event with respect to any Plan has occurred that has resulted or could reasonably be\nexpected to result in liability of the Borrower under Title IV of ERISA to the Plan or the PBGC."} +{"idx": 68, "level": 3, "span": "(e)    The actuarial present value of the benefit liabilities under each Plan does not, as of the end of\nthe Borrower’s most recently ended fiscal year, exceed the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities. The term “actuarial\npresent value of the benefit liabilities” shall have the meaning specified in Section 4041 of ERISA."} +{"idx": 68, "level": 3, "span": "(f)    Neither the Borrower nor any ERISA Affiliate sponsors, maintains or contributes to, or has at any\ntime in the six-year period preceding the date hereof sponsored, maintained or contributed to, or had any actual liability to any Multiemployer Plan."} +{"idx": 68, "level": 3, "span": "(a)    Each Loan Party has good and defensible title to the Oil and Gas Properties evaluated in the most\nrecently delivered Reserve Report and good title to all its personal Properties other than Properties sold in compliance with Section 9.11 from time to time, in each case, free and clear of all Liens except Liens permitted\nby Section 9.03. After giving full effect to Liens permitted by Section 9.03, the Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as\nreflected in the most recently delivered Reserve Report, and except as otherwise provided by statute, regulation or the standard and customary provisions of any applicable joint operating agreement, the ownership of such Properties shall not in any\nmaterial respect obligate the Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in"} +{"idx": 68, "level": 3, "span": "(b)    All material leases and agreements necessary for the conduct\nof the business of the Loan Parties are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such\nlease or leases, which could reasonably be expected to have a Material Adverse Effect."} +{"idx": 68, "level": 3, "span": "(c)    The\nrights and Properties presently owned, leased or licensed by the Loan Parties including all easements and rights of way, include all rights and Properties necessary to permit the Loan Parties to conduct their business in all material respects in the\nsame manner as its business is conducted on the date hereof."} +{"idx": 68, "level": 3, "span": "(d)    Each Loan Party owns, or is\nlicensed to use, all trademarks, trade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Loan Party does not infringe upon the rights of any other Person, except for any such\ninfringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical\ndata, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are\ncustomary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect."} +{"idx": 68, "level": 3, "span": "(a)    The\nBorrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with applicable\nAnti-Corruption Laws and applicable Sanctions."} +{"idx": 68, "level": 3, "span": "(b)    The\nBorrower, its Subsidiaries, their respective officers and employees and, to the knowledge of the Borrower, its directors and agents are in compliance with Anti-Corruption Laws and applicable Sanctions in all\nmaterial respects and are not knowingly engaged in any activity that would reasonably be expected to result in any Loan Party being designated as a Sanctioned Person."} +{"idx": 68, "level": 3, "span": "(c)    None of (i) the Borrower, any Subsidiary or any of their respective directors, officers or\nemployees, or (ii) to the knowledge of the Borrower, any agent of the Borrower that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. The Borrower will not directly or,\nto its knowledge, indirectly use the proceeds from the Loans or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person currently\nsubject to any applicable Sanctions."} +{"idx": 68, "level": 2, "span": "ARTICLE VIII"} +{"idx": 68, "level": 2, "span": "AFFIRMATIVE COVENANTS\nUntil the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder and all\nother amounts payable under the Loan Documents shall have been paid in full and all Letters of Credit shall have expired or terminated (or are Cash Collateralized) and all LC Disbursements shall have been reimbursed, the Borrower covenants and\nagrees with the Lenders that:\nSection 8.01    Financial Statements; Other Information. The Borrower will\nfurnish to the Administrative Agent and each Lender:\n(a)    Annual Financial Statements. As\nsoon as available, but in any event in accordance with then applicable law and not later than 90 days after the end of each fiscal year of the Borrower, the audited consolidating and consolidated balance sheet for the Borrower and its\nConsolidated Subsidiaries and related statements of operations, members’ equity, as applicable, and cash flows as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by\nindependent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit other than any consistency qualification\nthat may result from a change in the method used to prepare the financial statements as to which such accountants concur) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and\nresults of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied.\n(b)    Quarterly Financial Statements. As soon as\navailable, but in any event in accordance with then applicable law and not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the unaudited consolidating and consolidated balance\nsheet for the Borrower and its Consolidated Subsidiaries and related statements of operations, members’ equity, as applicable, and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting\nforth in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Responsible Officers as presenting fairly in all material\nrespects the financial condition and results of operations of Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit\nadjustments and the absence of footnotes.\n(c)    Certificate of Responsible Officer –\nCompliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Responsible Officer of the Borrower in substantially the form of\nExhibit D hereto (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting\nforth reasonably detailed calculations demonstrating compliance with Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recently delivered\nfinancial statements referred to in Section 8.01(a) and (b) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate (the\n“Compliance Certificate”).\n(d)    Certificate of Responsible Officer – Swap\nAgreements. Concurrently with any delivery of financial statements under Section 8.01(b), a certificate of a Responsible Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of the\nlast Business Day of the period covered by such financial statements, a true and complete list of all Swap Agreements of each Loan Party, the material terms thereof (including the type, term, effective date, termination date and notional amounts or\nvolumes), any new credit support agreements relating thereto (other than Security Instruments) not listed on Schedule 7.22, any margin required or supplied under any credit support document, and the counterparty to each\nsuch agreement.\n(e)    Certificate of Insurer – Insurance Coverage. Concurrently with any\ndelivery of financial statements under Section 8.01(a), and within ten (10) Business Days following each change in the insurance maintained in accordance with Section 8.07, certificates of\ninsurance coverage with respect to the insurance required by Section 8.07, in form and substance satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or any Lender, all copies of the\napplicable policies.\n(f)    Other Accounting Reports. Promptly upon receipt thereof, a copy of\neach other report or letter submitted to any Loan Party by independent accountants in connection with any annual, interim or special audit made by them of the books of any such Person, and a copy of any response by such Person, or the board of\ndirectors or other appropriate governing body of such Person, to such letter or report.\n(g)    SEC\nand Other Filings; Reports to Shareholders. Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Loan Party with the SEC or with any national securities\nexchange.\n(h)    Notices Under Material Instruments. Promptly\nafter the furnishing thereof, copies of any financial statement, report or notice furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit or other similar agreement, other than this Agreement\nand not otherwise required to be furnished to the Lenders pursuant to any other provision of this Section 8.01.\n(i)    Lists of Purchasers. Concurrently with the delivery of any Reserve Report to the\nAdministrative Agent pursuant to Section 8.12, a list of all Persons purchasing Hydrocarbons from any Loan Party (or, with respect to Oil and Gas Properties that are not operated by a Loan Party, a list of the operators of\nsuch properties).\n(j)    Notice of Sales of Borrowing Base Properties and Unwinds of Swap\nAgreements.\n(i)    In the event the Borrower or any other Loan Party intends to sell, transfer,\nassign or otherwise dispose of any Mortgaged Properties or non-Mortgaged Properties with value in excess of 2% of the then effective Borrowing Base (or any Equity Interests of any Loan Party that owns\nMortgaged Properties or such non-Mortgaged Properties) in accordance with Section 9.11, prior written notice of the foregoing (of at least 5 Business Days or such shorter time as the\nAdministrative Agent may agree) and the price of such disposed Mortgaged Properties or such non-Mortgaged Properties (or any Equity Interests of any Loan Party that owns Mortgaged Properties or such non-Mortgaged Properties); and\n(ii)    In the event the Borrower or\nany other Loan Party intends to terminate, unwind, cancel or otherwise dispose of Swap Agreements which could result in an anticipated decline in the mark-to-market\nvalue thereof or net cash proceeds therefrom in excess of $2,000,000 (in a single transaction or in multiple transactions over any one-month period), in accordance with Section 9.11,\nwritten notice of the foregoing within 5 Business Days after such event (or such longer time as the Administrative Agent may agree), the anticipated decline in the\nmark-to-market value thereof or net cash proceeds therefrom and the anticipated date of closing and any other details thereof reasonably requested by the Administrative\nAgent or any Lender.\n(k)    Notice of Casualty Events. Prompt written notice, and in any event\nwithin ten Business Days, of the occurrence of any Casualty Event to any Property having a fair market value in excess of $1,000,000 or the commencement of any condemnation or eminent domain action or proceeding that could reasonably be expected to\nresult in such a Casualty Event.\n(l)    Information Regarding Borrower and Guarantors. Prompt\nwritten notice of (and in any event within ten (10) days prior thereto or such other time as the Administrative Agent may agree) any change (i) in a Loan Party’s corporate name or in any trade name used to identify such Person in the\nconduct of its business or in the ownership of its Properties, (ii) in the location of the Loan Party’s chief executive office or principal place of business, (iii) in the Loan Party’s identity or corporate structure or in the\njurisdiction in which such Person is incorporated or formed, (iv) in the Loan Party’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in the Loan\nParty’s federal taxpayer identification number.\n(m)    Production Report and Lease Operating\nStatements. Concurrently with the delivery of any financial statements pursuant to Section 8.01(a) or (b), a report setting forth, for each fiscal quarter during the then current fiscal year to date, the volume\nof production and sales\nattributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such fiscal quarter from the Oil and Gas Properties, and setting forth\nthe related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such fiscal quarter.\n(n)    Annual Budget and Projections. As soon as available, but in any event not later than\n30 days after the end of each fiscal year of the Borrower, the annual budget and any forecasts or projections of the Borrower.\n(o)    Patriot Act. Promptly upon request, all documentation and other information required by\nregulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.\n(p)    Notices of Certain Changes. Promptly, but in any event within five (5) Business Days\nafter the execution thereof, copies of any amendment, modification or supplement to any of the Senior Unsecured Notes Documents or the Organizational Documents of the Borrower or any Subsidiary.\n(q)    Senior Unsecured Notes Incurrence. Written notice that it is considering incurring Senior\nUnsecured Notes at least five (5) Business Days prior to the proposed incurrence of such Senior Unsecured Notes. In connection therewith the Borrower will from time to time provide to the Administrative Agent copies of existing drafts of the\nSenior Unsecured Notes Documents as requested by the Administrative Agent, and the Borrower will also promptly deliver to the Administrative Agent and the Lenders copies, certified by a Responsible Officer as true and complete, of each Senior\nUnsecured Notes Document following the incurrence of any Senior Unsecured Notes.\n(r)    Other\nRequested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary (including any Plan or Multiemployer Plan and any reports\nor other information required to be filed under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request.\nSection 8.02    Notices of Material Events. The Borrower will furnish to the Administrative Agent and each\nLender prompt written notice of the following:\n(a)    the occurrence of any Default;\n(b)    the filing or commencement of, or the threat in writing of, any action, suit, proceeding,\ninvestigation or arbitration by or before any arbitrator or Governmental Authority against or affecting the Loan Parties thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding,\ninvestigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;\n(c)    the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have\noccurred, could reasonably be expected to result in a Material Adverse Effect; and\n(d)    the\noccurrence of any Material Adverse Effect.\nEach notice delivered under this Section 8.02 shall be accompanied by a\nstatement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.\nSection 8.03    Existence; Conduct of Business. The Borrower will, and will cause each Loan Party to, do or\ncause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business and maintain, if necessary, its\nqualification to do business in each other jurisdiction in which its Oil and Gas Properties is located or the ownership of its Properties requires such qualification, except where the failure to so qualify could not reasonably be expected to have a\nMaterial Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 9.10.\nSection 8.04    Payment of Obligations. The Borrower will, and will cause each other Loan Party to, pay its\nobligations, including tax liabilities of the Borrower and all of the other Loan Parties before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate\nproceedings, (b) the Borrower or such other Loan Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to\nresult in a Material Adverse Effect.\nSection 8.05    Performance of Obligations under Loan Documents. The\nBorrower will pay the Loans according to the terms hereof, and cause each other Loan Party to, do and perform every act and discharge all of the obligations to be performed and discharged by them under the Loan Documents, including this Agreement,\nat the time or times and in the manner specified.\nSection 8.06    Operation and Maintenance of\nProperties. The Borrower, at its own expense, will, and will cause each other Loan Party to:\n(a)    operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas\nProperties and other material Properties to be operated in as a reasonably prudent operator in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all applicable\nGovernmental Requirements, including applicable pro ration requirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and\noperation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom, except, in each case, where the failure to comply could not reasonably be expected to have a Material Adverse Effect.\n(b)    maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all\nof its material Oil and Gas Properties and other Properties necessary to the conduct of its business, including all equipment, machinery and facilities as would a reasonably prudent operator.\n(c)    promptly pay and discharge, or use commercially reasonable efforts to cause to be paid and\ndischarged, all material delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and will do all other things necessary, in accordance with industry\nstandards, to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder.\n(d)    promptly perform or use commercially reasonable\nefforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests\nin its Oil and Gas Properties and other material Properties.\nSection 8.07    Insurance. The Borrower\nwill maintain, with financially sound and reputable insurance companies, insurance covering all Loan Parties, in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating\nin the same or similar locations. The loss payable clauses or provisions in the applicable insurance policy or policies insuring any of the collateral for the Loans shall be endorsed in favor of and made payable to the Administrative Agent as a\n“loss payee” or other formulation acceptable to the Administrative Agent and such liability policies shall name the Administrative Agent, as agent for the benefit of the Secured Parties, as “additional insured”. The Borrower\nshall use reasonable efforts to cause such policies to also provide that the insurer will endeavor to give at least 30 days prior notice of any cancellation to the Administrative Agent.\nSection 8.08    Books and Records; Inspection Rights. The Borrower will, and will cause each other Loan Party\nto, keep proper books of record and account in accordance with GAAP. The Borrower will, and will cause each other Loan Party to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit\nand inspect its Properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested;\nprovided that each Lender shall provide the Borrower and the Administrative Agent with reasonable notice prior to any visit or inspection. In the event any Lender desires to conduct an audit of any Loan Party, such Lender shall make a\nreasonable effort to conduct such audit contemporaneously with any audit to be performed by the Administrative Agent. The Borrower shall reimburse the Administrative Agent and the Lenders for all costs incurred in connection with such visitations\nand inspections; provided, however that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to reimburse the Administrative Agent and the Lenders for all costs incurred in connection with one (1) such visitation\nand inspection per year.\nSection 8.09    Compliance with Laws. The Borrower will, and will cause each\nLoan Party to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a\nMaterial Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Loan Parties and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws and applicable Sanctions.\nSection 8.10    Environmental Matters.\n(a)    The Borrower shall: (i) comply, and shall cause its Properties and operations and each other\nLoan Party and each other Loan Party’s Properties and operations to comply, with all applicable Environmental Laws, except to the extent any breach thereof could not be reasonably expected to have a Material Adverse Effect; (ii) not\ndispose of or otherwise Release, and shall cause each other Loan Party not to dispose of or otherwise Release, any Hazardous Material, or solid waste on, under, about or from any of the Borrower’s or the other Loan Parties’ Properties or\nany other Property to the extent caused by the Borrower’s or any of the other Loan Parties’ operations except in compliance with applicable Environmental Laws, the disposal or Release of which could reasonably be expected to have a\nMaterial Adverse Effect; (iii) timely obtain or file, and shall cause each other Loan Party to timely obtain or file, all notices, and Environmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in\nconnection with the operation or use of the Borrower’s or the other Loan Parties’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse\nEffect; (iv) promptly commence and diligently prosecute to completion, and shall cause each of other Loan Party to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment,\ncleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of\nor in connection with the actual or suspected past, present or future disposal or other Release of any Hazardous Materials on, under, about or from any of the Borrower’s or the other Loan Parties’ Properties, which failure to commence and\ndiligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause each other Loan Party to conduct, their respective operations and businesses in a manner that will not expose any Property\nor Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation, which claim could reasonably be expected to have a Material Adverse Effect; and (vi) establish and implement, and\nshall cause each other Loan Party to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and the other Loan Parties’ obligations under this\nSection 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.\n(b)    The Borrower will promptly, but in no event later than five Business Days of the Borrower becoming\naware thereof, notify the Administrative Agent and the Lenders in writing of any threatened action, investigation or inquiry by any Governmental Authority or any demand or lawsuit by any landowner or other third party threatened in writing against\nthe Borrower or the other Loan Parties or their Properties of which the Borrower has knowledge in connection with any Environmental Laws (excluding routine testing and corrective action) if the Borrower reasonably anticipates that such action will\nresult in liability (whether individually or in the aggregate) in excess of $1,000,000, not fully covered by insurance, subject to normal deductibles.\n(c)    If an Event of Default has occurred and is continuing, the Administrative Agent may (but shall not\nbe obligated to), at the expense of the Borrower and to the extent that the Borrower has the right to do so, conduct such Remedial Work as it deems appropriate to determine the nature and extent of any noncompliance with applicable Environmental\nLaws, the nature and extent of the presence of any Hazardous Material and the nature and extent of any other environmental conditions that may exist at or affect any of the Mortgaged Properties, and the Loan Parties shall cooperate with the\nAdministrative Agent in conducting such Remedial Work. Such Remedial Work may include a detailed visual inspection of the Mortgaged Properties, including all storage areas, storage tanks, drains and dry wells and other structures and locations, as\nwell as the taking of soil samples, surface water samples, and ground water samples and such other investigations or analyses as the Administrative Agent deems appropriate. The Administrative Agent and its officers, employees, agents and contractors\nshall have and are hereby granted the right to enter upon the Mortgaged Properties for the foregoing purposes.\nSection 8.11    Further Assurances.\n(a) The Borrower at its sole expense will, and will cause each other Loan Party to, promptly execute and deliver to the\nAdministrative Agent all such other documents, agreements and instruments reasonably requested by the Administrative Agent to comply with, cure any defects or accomplish the conditions precedent, covenants and agreements of any Loan Party, as the\ncase may be, in the Loan Documents or to further evidence and more fully describe the collateral intended as security for the Secured Obligations, or to correct any omissions in this\nAgreement or the Security Instruments, or to state more fully the obligations secured therein, or to perfect, protect or preserve any Liens created pursuant to this Agreement or any of the\nSecurity Instruments or the priority thereof, or to make any recordings, file any notices or obtain any consents, all as may be reasonably necessary or appropriate, in the sole discretion of the Administrative Agent, in connection therewith.\n(b)    The Borrower hereby authorizes the Administrative Agent to file one or more financing or\ncontinuation statements, and amendments thereto, relative to all or any part of the Mortgaged Property without the signature of the Borrower or any other Loan Party where permitted by law. A carbon, photographic or other reproduction of the Security\nInstruments or any financing statement covering the Mortgaged Property or any part thereof shall be sufficient as a financing statement where permitted by law.\nSection 8.12    Reserve Reports.\n(a) On or before March 1st and September 1st of each year, commencing September 1, 2017, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties of the Borrower and the\nother Loan Parties as of the immediately preceding January 1st and July 1st, as applicable. The Reserve Report as of January 1st and delivered on or before March 1st of each year (the “January 1 Reserve Report”) shall be prepared by one\nor more Approved Petroleum Engineers, and each other Reserve Report of each year may be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the reservoir engineering manager of the Borrower who shall certify\nsuch Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report.\n(b)    In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent\nand the Lenders a Reserve Report prepared by or under the supervision of the reservoir engineering manager of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and, except as otherwise specified\ntherein, to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to\nSection 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the\nreceipt of such request.\n(c)    With the delivery of each Reserve Report, the Borrower shall provide\nto the Administrative Agent and the Lenders a certificate (a “Reserve Report Certificate”) from a Responsible Officer certifying that in all material respects: (i) the information contained in the Reserve Report and any other\ninformation delivered in connection therewith is true and correct, (ii) the Borrower or the other Loan Parties own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all\nLiens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume\nspecified in Section 7.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any other Loan Party to deliver Hydrocarbons either generally or produced from such\nOil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of their Oil and Gas Properties evaluated in the immediately previous Reserve Report have been sold since the date of the last\nBorrowing Base determination except as set forth on an exhibit to the certificate, which exhibit shall list all\nof its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into\nby a Loan Party subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement\nbeen in effect on the date hereof and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the Oil and Gas Properties that the value\nof such Mortgaged Properties represent and that such percentage is in compliance with Section 8.14(a).\nSection 8.13    Title Information.\n(a)    On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report\nrequired by Section 8.12(a), the Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Borrowing Base Properties evaluated by such Reserve Report that\nwere not included in the immediately preceding Reserve Report, so that the Administrative Agent shall have had the opportunity to review (including title information previously delivered to the Administrative Agent), satisfactory title information\non Hydrocarbon Interests constituting at least 80% of the PV-9 of the Borrowing Base Properties evaluated by such Reserve Report.\n(b)    If the Borrower has provided title information for additional Properties under\nSection 8.13(a), the Borrower shall, within 60 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects\nor exceptions (including defects or exceptions as to priority) which are not permitted by Section 9.03 raised by such information, (ii) substitute acceptable Mortgaged Properties with no title defects or exceptions,\nexcept for Liens permitted by Section 9.03, having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have\nreceived, together with title information previously delivered to the Administrative Agent, satisfactory title information on Hydrocarbon Interests constituting at least 80% of the PV-9 of the Borrowing Base\nProperties evaluated by such Reserve Report.\n(c)    If the Borrower is unable to cure any title defect\nrequested by the Administrative Agent or the Lenders to be cured within the 60-day period or the Borrower does not comply with the requirements to provide acceptable title information covering 80% of the PV-9 of the Borrowing Base Properties evaluated in the most recent Reserve Report, such failure shall not be a Default, but instead the Administrative Agent shall have the right to exercise the following remedy in\nits sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent. To the extent that the Administrative Agent is not satisfied with\ntitle to any Mortgaged Property after the 60-day period has elapsed, such unacceptable Mortgaged Property shall not count towards the 80% requirement, and the Administrative Agent may send a notice to the\nBorrower and the Lenders that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Required Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title information on\nHydrocarbon Interests constituting 80% of the PV-9 of the Borrowing Base Properties evaluated by such Reserve Report. This new Borrowing Base shall become effective immediately after receipt of such notice.\nSection 8.14    Additional Collateral; Additional Guarantors.\n(a)    In connection with each redetermination of the Borrowing Base, the Borrower shall review the\nReserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 90% of the\nPV-9 of the Proved Reserves evaluated in the most recent Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged\nProperties do not represent at least 90% of such PV-9, then the Borrower shall, and shall cause the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate required under\nSection 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Liens permitted by Section 9.03 may exist) on\nadditional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 90% of such PV-9. All such\nLiens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent\nand in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary grants a Lien on its Oil and Gas Properties pursuant to\nSection 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).\n(b)    The Borrower shall promptly cause each newly created or acquired Domestic Subsidiary that is a Wholly-Owned Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty Agreement and to grant a lien and security interest in all of its Collateral (as defined in the security agreement) pursuant to a\nsecurity agreement. In connection with any such guaranty, the Borrower shall, or shall cause (i) such Domestic Subsidiary to execute and deliver the Guaranty Agreement (or a supplement thereto, as applicable) and a security agreement (or a\nsupplement thereto, as applicable) and (ii) the owners of the Equity Interests of such Domestic Subsidiary to pledge all of the Equity Interests of such new Domestic Subsidiary (including delivery of original stock certificates evidencing the\nEquity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and to execute and deliver such other additional closing documents, legal opinions\nand certificates as shall reasonably be requested by the Administrative Agent.\n(c)    In the event\nthat any Loan Party becomes the owner of a Domestic Subsidiary, then the Loan Party shall (i) pledge 100% of all the Equity Interests of such Domestic Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge\ndoes not occur automatically under the Guaranty Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank\nby the registered owner thereof) and (ii) (along with such Domestic Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent.\n(d)    The Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (other than\nthe Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations\nunder its respective Guaranty Agreement and other Security Instruments including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.14(d) for the maximum amount of\nsuch liability that can be hereby incurred without rendering its obligations under this Section 8.14(d), or otherwise under this Agreement or any\nLoan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations\nof the Borrower under this Section 8.14(d) shall remain in full force and effect until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder and all other\namounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or terminated (or are Cash Collateralized) and all LC Disbursements shall have been reimbursed. The Borrower intends that this\nSection 8.14(d) constitute, and this Section 8.14(d) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Loan Party (other than the Borrower)\nfor all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.\nSection 8.15    ERISA\nCompliance. The Borrower will promptly furnish and will cause its Subsidiaries and any ERISA Affiliate to promptly furnish to the Administrative Agent (i) upon becoming aware of the occurrence of any ERISA Event or of any Prohibited\nTransaction, in each case, that could reasonably be expected to result in a Material Adverse Effect, in connection with any Plan or any trust created thereunder, a written notice of the Borrower or Subsidiary of the Borrower, as the case may be,\nspecifying the nature thereof, what action such Person is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, and\n(ii) upon receipt thereof, copies of any notice of the PBGC’s intention to terminate or to have a trustee appointed to administer any Plan. Promptly following receipt of a reasonable request by the Administrative Agent, the Borrower will\nfurnish and will cause each Subsidiary to promptly furnish to the Administrative Agent copies of any documents described in Sections 101(k) or 101(l) of ERISA that any Loan Party may request with respect to any Multiemployer Plan;\nprovided, that if the Loan Parties have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Loan Parties shall promptly\nmake a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof.\nSection 8.16    Account Control Agreements; Location of Proceeds of Loans.\n(a)    The Borrower will, and will cause each other Loan Party to, in connection with any deposit account\nand/or any securities account established, held or maintained after the Effective Date promptly, but in any event within thirty (30) Business Days after the establishment of such account (or such later date as the Administrative Agent may agree\nin its sole discretion), cause such deposit account and/or securities account to be subject to a control agreement.\n(b)    The Borrower will, and will cause each Loan Party to, until the proceeds of any Loans are\ntransferred to a third party in a transaction not prohibited by the Loan Documents, hold the proceeds of any Loans made under this Agreement in a deposit account and/or a securities account that is subject to a control agreement.\nSection 8.17    EEA Financial Institution. No Loan Party is an EEA Financial Institution.\nSection 8.18    Post-Closing Obligations. Within 45 days after the Effective Date (or such later date to which\nAdministrative Agent shall agree in writing), the Borrower shall provide copies of fully executed ISDA novation agreement among Wells Fargo Bank, National Association, Tema and Borrower with respect to existing Swap Agreements between Wells Fargo\nBank, National Association and Tema."} +{"idx": 68, "level": 3, "span": "(a)    Annual Financial Statements\nAs\nsoon as available, but in any event in accordance with then applicable law and not later than 90 days after the end of each fiscal year of the Borrower, the audited consolidating and consolidated balance sheet for the Borrower and its\nConsolidated Subsidiaries and related statements of operations, members’ equity, as applicable, and cash flows as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by\nindependent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit other than any consistency qualification\nthat may result from a change in the method used to prepare the financial statements as to which such accountants concur) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and\nresults of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied."} +{"idx": 68, "level": 3, "span": "(b)    Quarterly Financial Statements\nAs soon as\navailable, but in any event in accordance with then applicable law and not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the unaudited consolidating and consolidated balance\nsheet for the Borrower and its Consolidated Subsidiaries and related statements of operations, members’ equity, as applicable, and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting\nforth in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Responsible Officers as presenting fairly in all material\nrespects the financial condition and results of operations of Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit\nadjustments and the absence of footnotes."} +{"idx": 68, "level": 3, "span": "(c)    Certificate of Responsible Officer –\nCompliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Responsible Officer of the Borrower in substantially the form of\nExhibit D hereto (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting\nforth reasonably detailed calculations demonstrating compliance with Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recently delivered\nfinancial statements referred to in Section 8.01(a) and (b) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate (the\n“Compliance Certificate”)."} +{"idx": 68, "level": 3, "span": "(d)    Certificate of Responsible Officer – Swap\nAgreements. Concurrently with any delivery of financial statements under Section 8.01(b), a certificate of a Responsible Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of the\nlast Business Day of the period covered by such financial statements, a true and complete list of all Swap Agreements of each Loan Party, the material terms thereof (including the type, term, effective date, termination date and notional amounts or\nvolumes), any new credit support agreements relating thereto (other than Security Instruments) not listed on Schedule 7.22, any margin required or supplied under any credit support document, and the counterparty to each\nsuch agreement."} +{"idx": 68, "level": 3, "span": "(e)    Certificate of Insurer – Insurance Coverage\nConcurrently with any\ndelivery of financial statements under Section 8.01(a), and within ten (10) Business Days following each change in the insurance maintained in accordance with Section 8.07, certificates of\ninsurance coverage with respect to the insurance required by Section 8.07, in form and substance satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or any Lender, all copies of the\napplicable policies."} +{"idx": 68, "level": 3, "span": "(f)    Other Accounting Reports\nPromptly upon receipt thereof, a copy of\neach other report or letter submitted to any Loan Party by independent accountants in connection with any annual, interim or special audit made by them of the books of any such Person, and a copy of any response by such Person, or the board of\ndirectors or other appropriate governing body of such Person, to such letter or report."} +{"idx": 68, "level": 3, "span": "(g)    SEC\nand Other Filings; Reports to Shareholders. Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Loan Party with the SEC or with any national securities\nexchange."} +{"idx": 68, "level": 3, "span": "(h)    Notices Under Material Instruments\nPromptly\nafter the furnishing thereof, copies of any financial statement, report or notice furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit or other similar agreement, other than this Agreement\nand not otherwise required to be furnished to the Lenders pursuant to any other provision of this Section 8.01."} +{"idx": 68, "level": 4, "span": "(i)    Lists of Purchasers\nConcurrently with the delivery of any Reserve Report to the\nAdministrative Agent pursuant to Section 8.12, a list of all Persons purchasing Hydrocarbons from any Loan Party (or, with respect to Oil and Gas Properties that are not operated by a Loan Party, a list of the operators of\nsuch properties)."} +{"idx": 68, "level": 3, "span": "(j)    Notice of Sales of Borrowing Base Properties and Unwinds of Swap\nAgreements."} +{"idx": 68, "level": 4, "span": "(i)    In the event the Borrower or any other Loan Party intends to sell, transfer,\nassign or otherwise dispose of any Mortgaged Properties or non-Mortgaged Properties with value in excess of 2% of the then effective Borrowing Base (or any Equity Interests of any Loan Party that owns\nMortgaged Properties or such non-Mortgaged Properties) in accordance with Section 9.11, prior written notice of the foregoing (of at least 5 Business Days or such shorter time as the\nAdministrative Agent may agree) and the price of such disposed Mortgaged Properties or such non-Mortgaged Properties (or any Equity Interests of any Loan Party that owns Mortgaged Properties or such non-Mortgaged Properties); and"} +{"idx": 68, "level": 4, "span": "(ii)    In the event the Borrower or\nany other Loan Party intends to terminate, unwind, cancel or otherwise dispose of Swap Agreements which could result in an anticipated decline in the mark-to-market\nvalue thereof or net cash proceeds therefrom in excess of $2,000,000 (in a single transaction or in multiple transactions over any one-month period), in accordance with Section 9.11,\nwritten notice of the foregoing within 5 Business Days after such event (or such longer time as the Administrative Agent may agree), the anticipated decline in the\nmark-to-market value thereof or net cash proceeds therefrom and the anticipated date of closing and any other details thereof reasonably requested by the Administrative\nAgent or any Lender."} +{"idx": 68, "level": 3, "span": "(k)    Notice of Casualty Events\nPrompt written notice, and in any event\nwithin ten Business Days, of the occurrence of any Casualty Event to any Property having a fair market value in excess of $1,000,000 or the commencement of any condemnation or eminent domain action or proceeding that could reasonably be expected to\nresult in such a Casualty Event."} +{"idx": 68, "level": 3, "span": "(l)    Information Regarding Borrower and Guarantors\nPrompt\nwritten notice of (and in any event within ten (10) days prior thereto or such other time as the Administrative Agent may agree) any change (i) in a Loan Party’s corporate name or in any trade name used to identify such Person in the\nconduct of its business or in the ownership of its Properties, (ii) in the location of the Loan Party’s chief executive office or principal place of business, (iii) in the Loan Party’s identity or corporate structure or in the\njurisdiction in which such Person is incorporated or formed, (iv) in the Loan Party’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in the Loan\nParty’s federal taxpayer identification number."} +{"idx": 68, "level": 3, "span": "(m)    Production Report and Lease Operating\nStatements. Concurrently with the delivery of any financial statements pursuant to Section 8.01(a) or (b), a report setting forth, for each fiscal quarter during the then current fiscal year to date, the volume\nof production and sales"} +{"idx": 68, "level": 3, "span": "(n)    Annual Budget and Projections\nAs soon as available, but in any event not later than\n30 days after the end of each fiscal year of the Borrower, the annual budget and any forecasts or projections of the Borrower."} +{"idx": 68, "level": 3, "span": "(o)    Patriot Act\nPromptly upon request, all documentation and other information required by\nregulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act."} +{"idx": 68, "level": 3, "span": "(p)    Notices of Certain Changes\nPromptly, but in any event within five (5) Business Days\nafter the execution thereof, copies of any amendment, modification or supplement to any of the Senior Unsecured Notes Documents or the Organizational Documents of the Borrower or any Subsidiary."} +{"idx": 68, "level": 3, "span": "(q)    Senior Unsecured Notes Incurrence\nWritten notice that it is considering incurring Senior\nUnsecured Notes at least five (5) Business Days prior to the proposed incurrence of such Senior Unsecured Notes. In connection therewith the Borrower will from time to time provide to the Administrative Agent copies of existing drafts of the\nSenior Unsecured Notes Documents as requested by the Administrative Agent, and the Borrower will also promptly deliver to the Administrative Agent and the Lenders copies, certified by a Responsible Officer as true and complete, of each Senior\nUnsecured Notes Document following the incurrence of any Senior Unsecured Notes."} +{"idx": 68, "level": 3, "span": "(r)    Other\nRequested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary (including any Plan or Multiemployer Plan and any reports\nor other information required to be filed under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request."} +{"idx": 68, "level": 3, "span": "(a)    the occurrence of any Default;"} +{"idx": 68, "level": 3, "span": "(b)    the filing or commencement of, or the threat in writing of, any action, suit, proceeding,\ninvestigation or arbitration by or before any arbitrator or Governmental Authority against or affecting the Loan Parties thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding,\ninvestigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;"} +{"idx": 68, "level": 3, "span": "(c)    the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have\noccurred, could reasonably be expected to result in a Material Adverse Effect; and"} +{"idx": 68, "level": 3, "span": "(d)    the\noccurrence of any Material Adverse Effect."} +{"idx": 68, "level": 3, "span": "(a)    operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas\nProperties and other material Properties to be operated in as a reasonably prudent operator in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all applicable\nGovernmental Requirements, including applicable pro ration requirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and\noperation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom, except, in each case, where the failure to comply could not reasonably be expected to have a Material Adverse Effect."} +{"idx": 68, "level": 3, "span": "(b)    maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all\nof its material Oil and Gas Properties and other Properties necessary to the conduct of its business, including all equipment, machinery and facilities as would a reasonably prudent operator."} +{"idx": 68, "level": 3, "span": "(c)    promptly pay and discharge, or use commercially reasonable efforts to cause to be paid and\ndischarged, all material delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and will do all other things necessary, in accordance with industry\nstandards, to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder."} +{"idx": 68, "level": 3, "span": "(d)    promptly perform or use commercially reasonable\nefforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests\nin its Oil and Gas Properties and other material Properties."} +{"idx": 68, "level": 3, "span": "(a)    The Borrower shall: (i) comply, and shall cause its Properties and operations and each other\nLoan Party and each other Loan Party’s Properties and operations to comply, with all applicable Environmental Laws, except to the extent any breach thereof could not be reasonably expected to have a Material Adverse Effect; (ii) not\ndispose of or otherwise Release, and shall cause each other Loan Party not to dispose of or otherwise Release, any Hazardous Material, or solid waste on, under, about or from any of the Borrower’s or the other Loan Parties’ Properties or\nany other Property to the extent caused by the Borrower’s or any of the other Loan Parties’ operations except in compliance with applicable Environmental Laws, the disposal or Release of which could reasonably be expected to have a\nMaterial Adverse Effect; (iii) timely obtain or file, and shall cause each other Loan Party to timely obtain or file, all notices, and Environmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in"} +{"idx": 68, "level": 3, "span": "(b)    The Borrower will promptly, but in no event later than five Business Days of the Borrower becoming\naware thereof, notify the Administrative Agent and the Lenders in writing of any threatened action, investigation or inquiry by any Governmental Authority or any demand or lawsuit by any landowner or other third party threatened in writing against\nthe Borrower or the other Loan Parties or their Properties of which the Borrower has knowledge in connection with any Environmental Laws (excluding routine testing and corrective action) if the Borrower reasonably anticipates that such action will\nresult in liability (whether individually or in the aggregate) in excess of $1,000,000, not fully covered by insurance, subject to normal deductibles."} +{"idx": 68, "level": 3, "span": "(c)    If an Event of Default has occurred and is continuing, the Administrative Agent may (but shall not\nbe obligated to), at the expense of the Borrower and to the extent that the Borrower has the right to do so, conduct such Remedial Work as it deems appropriate to determine the nature and extent of any noncompliance with applicable Environmental\nLaws, the nature and extent of the presence of any Hazardous Material and the nature and extent of any other environmental conditions that may exist at or affect any of the Mortgaged Properties, and the Loan Parties shall cooperate with the\nAdministrative Agent in conducting such Remedial Work. Such Remedial Work may include a detailed visual inspection of the Mortgaged Properties, including all storage areas, storage tanks, drains and dry wells and other structures and locations, as\nwell as the taking of soil samples, surface water samples, and ground water samples and such other investigations or analyses as the Administrative Agent deems appropriate. The Administrative Agent and its officers, employees, agents and contractors\nshall have and are hereby granted the right to enter upon the Mortgaged Properties for the foregoing purposes."} +{"idx": 68, "level": 3, "span": "(a) The Borrower at its sole expense will, and will cause each other Loan Party to, promptly execute and deliver to the\nAdministrative Agent all such other documents, agreements and instruments reasonably requested by the Administrative Agent to comply with, cure any defects or accomplish the conditions precedent, covenants and agreements of any Loan Party, as the\ncase may be, in the Loan Documents or to further evidence and more fully describe the collateral intended as security for the Secured Obligations, or to correct any omissions in this"} +{"idx": 68, "level": 3, "span": "(b)    The Borrower hereby authorizes the Administrative Agent to file one or more financing or\ncontinuation statements, and amendments thereto, relative to all or any part of the Mortgaged Property without the signature of the Borrower or any other Loan Party where permitted by law. A carbon, photographic or other reproduction of the Security\nInstruments or any financing statement covering the Mortgaged Property or any part thereof shall be sufficient as a financing statement where permitted by law."} +{"idx": 68, "level": 3, "span": "(a) On or before March 1st and September 1st of each year, commencing September 1, 2017, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties of the Borrower and the\nother Loan Parties as of the immediately preceding January 1st and July 1st, as applicable. The Reserve Report as of January 1st and delivered on or before March 1st of each year (the “January 1 Reserve Report”) shall be prepared by one\nor more Approved Petroleum Engineers, and each other Reserve Report of each year may be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the reservoir engineering manager of the Borrower who shall certify\nsuch Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report."} +{"idx": 68, "level": 3, "span": "(b)    In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent\nand the Lenders a Reserve Report prepared by or under the supervision of the reservoir engineering manager of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and, except as otherwise specified\ntherein, to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to\nSection 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the\nreceipt of such request."} +{"idx": 68, "level": 3, "span": "(c)    With the delivery of each Reserve Report, the Borrower shall provide\nto the Administrative Agent and the Lenders a certificate (a “Reserve Report Certificate”) from a Responsible Officer certifying that in all material respects: (i) the information contained in the Reserve Report and any other\ninformation delivered in connection therewith is true and correct, (ii) the Borrower or the other Loan Parties own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all\nLiens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume\nspecified in Section 7.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any other Loan Party to deliver Hydrocarbons either generally or produced from such\nOil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of their Oil and Gas Properties evaluated in the immediately previous Reserve Report have been sold since the date of the last\nBorrowing Base determination except as set forth on an exhibit to the certificate, which exhibit shall list all"} +{"idx": 68, "level": 3, "span": "(a)    On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report\nrequired by Section 8.12(a), the Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Borrowing Base Properties evaluated by such Reserve Report that\nwere not included in the immediately preceding Reserve Report, so that the Administrative Agent shall have had the opportunity to review (including title information previously delivered to the Administrative Agent), satisfactory title information\non Hydrocarbon Interests constituting at least 80% of the PV-9 of the Borrowing Base Properties evaluated by such Reserve Report."} +{"idx": 68, "level": 3, "span": "(b)    If the Borrower has provided title information for additional Properties under\nSection 8.13(a), the Borrower shall, within 60 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects\nor exceptions (including defects or exceptions as to priority) which are not permitted by Section 9.03 raised by such information, (ii) substitute acceptable Mortgaged Properties with no title defects or exceptions,\nexcept for Liens permitted by Section 9.03, having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have\nreceived, together with title information previously delivered to the Administrative Agent, satisfactory title information on Hydrocarbon Interests constituting at least 80% of the PV-9 of the Borrowing Base\nProperties evaluated by such Reserve Report."} +{"idx": 68, "level": 3, "span": "(c)    If the Borrower is unable to cure any title defect\nrequested by the Administrative Agent or the Lenders to be cured within the 60-day period or the Borrower does not comply with the requirements to provide acceptable title information covering 80% of the PV-9 of the Borrowing Base Properties evaluated in the most recent Reserve Report, such failure shall not be a Default, but instead the Administrative Agent shall have the right to exercise the following remedy in\nits sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent. To the extent that the Administrative Agent is not satisfied with\ntitle to any Mortgaged Property after the 60-day period has elapsed, such unacceptable Mortgaged Property shall not count towards the 80% requirement, and the Administrative Agent may send a notice to the\nBorrower and the Lenders that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Required Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title information on\nHydrocarbon Interests constituting 80% of the PV-9 of the Borrowing Base Properties evaluated by such Reserve Report. This new Borrowing Base shall become effective immediately after receipt of such notice."} +{"idx": 68, "level": 3, "span": "(a)    In connection with each redetermination of the Borrowing Base, the Borrower shall review the\nReserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 90% of the\nPV-9 of the Proved Reserves evaluated in the most recent Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged\nProperties do not represent at least 90% of such PV-9, then the Borrower shall, and shall cause the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate required under\nSection 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Liens permitted by Section 9.03 may exist) on\nadditional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 90% of such PV-9. All such\nLiens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent\nand in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary grants a Lien on its Oil and Gas Properties pursuant to\nSection 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b)."} +{"idx": 68, "level": 3, "span": "(b)    The Borrower shall promptly cause each newly created or acquired Domestic Subsidiary that is a Wholly-Owned Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty Agreement and to grant a lien and security interest in all of its Collateral (as defined in the security agreement) pursuant to a\nsecurity agreement. In connection with any such guaranty, the Borrower shall, or shall cause (i) such Domestic Subsidiary to execute and deliver the Guaranty Agreement (or a supplement thereto, as applicable) and a security agreement (or a\nsupplement thereto, as applicable) and (ii) the owners of the Equity Interests of such Domestic Subsidiary to pledge all of the Equity Interests of such new Domestic Subsidiary (including delivery of original stock certificates evidencing the\nEquity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and to execute and deliver such other additional closing documents, legal opinions\nand certificates as shall reasonably be requested by the Administrative Agent."} +{"idx": 68, "level": 3, "span": "(c)    In the event\nthat any Loan Party becomes the owner of a Domestic Subsidiary, then the Loan Party shall (i) pledge 100% of all the Equity Interests of such Domestic Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge\ndoes not occur automatically under the Guaranty Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank\nby the registered owner thereof) and (ii) (along with such Domestic Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent."} +{"idx": 68, "level": 3, "span": "(d)    The Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (other than\nthe Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations\nunder its respective Guaranty Agreement and other Security Instruments including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.14(d) for the maximum amount of\nsuch liability that can be hereby incurred without rendering its obligations under this Section 8.14(d), or otherwise under this Agreement or any"} +{"idx": 68, "level": 3, "span": "(a)    The Borrower will, and will cause each other Loan Party to, in connection with any deposit account\nand/or any securities account established, held or maintained after the Effective Date promptly, but in any event within thirty (30) Business Days after the establishment of such account (or such later date as the Administrative Agent may agree\nin its sole discretion), cause such deposit account and/or securities account to be subject to a control agreement."} +{"idx": 68, "level": 3, "span": "(b)    The Borrower will, and will cause each Loan Party to, until the proceeds of any Loans are\ntransferred to a third party in a transaction not prohibited by the Loan Documents, hold the proceeds of any Loans made under this Agreement in a deposit account and/or a securities account that is subject to a control agreement."} +{"idx": 68, "level": 2, "span": "ARTICLE IX"} +{"idx": 68, "level": 2, "span": "NEGATIVE COVENANTS\nUntil\nthe Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or\nterminated (or are Cash Collateralized) and all LC Disbursements shall have been reimbursed, the Borrower covenant and agree with the Lenders that:\nSection 9.01    Financial Covenants.\n(a)    Ratio of Total Funded Debt to EBITDAX. The Borrower will not, as of the last day of any\nfiscal quarter, commencing with the quarter ending June 30, 2017, permit its ratio of Total Funded Debt as of such time to EBITDAX for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of\ndetermination for which financial statements are available to be greater than 4.0 to 1.0.\n(b)    Current Ratio. The Borrower will not, as of the last day of any fiscal quarter, commencing\nwith the quarter ending June 30, 2017, permit its ratio of (i) consolidated current assets (including the unused amount of the total Commitments, but excluding non-cash assets under ASC 815) to\n(ii) consolidated current liabilities (excluding non-cash obligations under ASC 815, reclamation obligations to the extent classified as current liabilities under GAAP, and current maturities under this\nAgreement) to be less than 1.0 to 1.0.\nSection 9.02    Debt. The Borrower will not, and will not permit\nany other Loan Party to, incur, create, assume or suffer to exist any Debt, except:\n(a)    the Loans\nor other Secured Obligations arising under the Loan Documents or any Secured Swap Agreement or any guaranty of or suretyship arrangement for the Loans or other Secured Obligations arising under the Loan Documents or any Secured Swap Agreement;\n(b)    Debt of any Loan Party under Purchase Money Security Interests and Capital Leases not to exceed\n$2,000,000;\n(c)    Debt associated with worker’s compensation claims, bonds or surety obligations\nrequired by Governmental Requirements or by third parties in the ordinary course of business in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties;\n(d)    (i) Debt between the Borrower and its Subsidiaries that are Loan Parties, (ii) Debt\nbetween the Subsidiaries of the Borrower which are Loan Parties, and (iii) Debt extended to the Borrower and its Subsidiaries which are Loan Parties by any other Loan Party; provided that (1) such Debt is not held, assigned, transferred,\nnegotiated or pledged to any Person other than a Loan Party, and (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement;\n(e)    endorsements of negotiable instruments for collection in the ordinary course of business;\n(f)    obligations to royalty, overriding and working interest owners, joint interest obligations, trade\npayables and other lease operating expenses incurred in the ordinary course of business which are not more than ninety (90) days past due;\n(g)    Debt associated with appeal bonds and bonds or\nsureties provided to any Governmental Authority or to any other Person in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of the Oil and Gas Properties;\n(h)    Debt in respect of Senior Unsecured Notes; provided that (i) after giving effect to the\nincurrence or issuance thereof, the Borrower shall be in compliance on a pro forma basis with the financial covenants, and (ii) the Borrowing Base shall be adjusted as set forth in Section 2.07(e), and the Borrower\nshall make any prepayment required by Section 3.04(c)(iii);\n(i)    To the\nextent constituting Debt, obligations in respect of Swap Agreements;\n(j)    other Debt, not to exceed\nin the aggregate at any one time outstanding, the greater of (i) $2,000,000 and (ii) 3% of the Borrowing Base existing at the time such Debt is incurred; and\n(k)    any guarantee of any other Debt permitted to be incurred hereunder.\nSection 9.03    Liens. The Borrower will not, and will not permit any other Loan Party to, create, incur,\nassume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired), except:\n(a)    Liens securing the payment of any Secured Obligations;\n(b)    Excepted Liens;\n(c)    Liens securing Purchase Money Security Interests and Capital Leases permitted by\nSection 9.02(b) but only on the Property that is the subject of any such purchase money financing or such lease, accessions and improvements thereto, insurance thereon, and the proceeds of the foregoing; and\n(d)    other Liens on Property not constituting collateral for the Secured Obligations not to exceed\n$2,000,000 in the aggregate at any one time outstanding.\nSection 9.04    Restricted Payments. The\nBorrower will not, and will not permit any of the other Loan Party to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except\n(a)    the Borrower may make Restricted Payments with respect to its Equity Interests payable solely in\nadditional shares of its Equity Interests (other than Disqualified Capital Stock);\n(b)    Subsidiaries\nmay declare and pay dividends and other Restricted Payments to the Borrower and any other Loan Party;\n(c)    so long as no Default or Event of Default exists or would result therefrom, the Borrower may make\nPermitted Tax Distributions provided that in the case of an Excess Tax Distribution the Borrower may only make such distribution so long as both before and immediately after giving effect to such Excess Tax Distribution (i) the unused total\nCommitments then in effect shall be equal to or greater than 20% of the total Commitments then in effect and (ii) the Borrower’s ratio of Total Funded Debt to EBITDAX is not greater than 3.00 to 1.00 (using (x) Total Funded Debt\noutstanding on such date after giving effect to such Restricted Payment and (y) EBITDAX for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available); and\n(d)    the Borrower may make cash distributions in an amount\nnot to exceed $14,000,000 in any fiscal year of Borrower to promptly fund dividends or distributions on the preferred Equity Interests of Borrower or KLRE owned by any preferred equity holder (provided that any preferred Equity Interests issued by\nBorrower or KLRE after the Effective Date shall be on the same terms and conditions as those governing the preferred Equity Interests issued by Borrower or KLRE prior to the Effective Date), so long as both before and immediately after giving effect\nto such Restricted Payment (i) no Default or Event of Default exists, (ii) the unused total Commitments then in effect shall be equal to or greater than 20% of the total Commitments then in effect and (iii) the Borrower’s ratio\nof Total Funded Debt to EBITDAX is not greater than 3.00 to 1.00 (using (x) Total Funded Debt outstanding on such date after giving effect to such Restricted Payment and (y) EBITDAX for the four fiscal quarters ending on the last day of\nthe fiscal quarter immediately preceding such date for which financial statements are available).\nSection 9.05    Investments, Loans and Advances. The Borrower will not, and will not permit any other Loan\nParty to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to:\n(a)    Investments which are disclosed to the Lenders in Schedule 9.05;\n(b)    accounts receivable arising in the ordinary course of business;\n(c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency\nthereof, in each case maturing within one year from the date of acquisition thereof;\n(d)    commercial\npaper maturing within one year from the date of acquisition thereof rated in one of the two highest grades by S&P or Moody’s;\n(e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any\nLender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the\ndate of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Moody’s, respectively;\n(f)    Investments in money market or similar funds with assets of at least $1,000,000,000 and rated Aaa by\nMoody’s or AAA by S&P;\n(g) Investments (i) made by the Borrower in or to its Subsidiaries that are Loan\nParties or (ii) made by Loan Parties to each other or the Borrower;\n(h)    Investments in direct\nownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or\narea of mutual interest agreements, participation agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of\nthe United States of America;\n(i)    Investments pursuant to Swap Agreements or hedging\nagreements otherwise permitted under this Agreement; and\n(j)    Investments constituting deposits made\nin connection with the purchase of goods or services in the ordinary course of business;\n(k)    Permitted Equity Acquisitions and the purchase or acquisition of Oil and Gas Properties by Borrower\nor any Guarantor;\n(l)    Investments pursuant to Swap Agreements not prohibited under\nSection 9.17; and\n(m)    other Investments, not to exceed in the aggregate at any one time\noutstanding, the greater of (i) $2,000,000 and (ii) 3% of the Borrowing Base existing at the time such Investment is made.\nSection 9.06    Nature of Business; No International Operations. The Borrower will not allow any material\nchange to be made in the character of its business as an independent oil and gas exploration and production company. The Loan Parties will not (i) acquire or make any other expenditures (whether such expenditure is capital, operating or\notherwise) in or related to, any Oil and Gas Properties not located within the geographical boundaries of the United States or (ii) acquire or create any Foreign Subsidiary.\nSection 9.07    Proceeds of Loans. The Borrower will not permit the proceeds of the Loans to be used\nfor any purpose other than those permitted by Section 7.23. No Loan Party nor any Person acting on behalf of the Borrower has taken or will take any action which causes any of the Loan Documents to violate Regulations T, U\nor X or any other regulation of the Board or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. If requested by the\nAdministrative Agent, the Borrower will furnish to the Administrative Agent and each Lender FR Form U-1 or such other form referred to in Regulation U, Regulation T or Regulation X of the Board,\nas the case may be. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the\nproceeds of any Borrowing or Letter of Credit:\n(a)    in furtherance of an offer, payment, promise to\npay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws,\n(b)    for the purpose of funding, financing or facilitating any activities, business or transaction of or\nwith any Sanctioned Person, or in any Sanctioned Country to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or,\n(c)    in any manner that would result in the violation of any Sanctions applicable to any party hereto.\nSection 9.08    ERISA Compliance. Except as could not reasonably be expected to result in a Material\nAdverse Effect, the Borrower will not, and will not permit any other Loan Party to, at any time:\n(a)    Allow any ERISA Event to occur; or\n(b)    Contribute to or assume an obligation to contribute\nto, or permit any Subsidiary to contribute to or assume an obligation to contribute to, any Multiemployer Plan.\nSection 9.09    Sale or Discount of Receivables. Except for receivables obtained by the Loan Parties out of\nthe ordinary course of business or the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection of accounts receivable or the sale of defaulted accounts arising in the ordinary course\nof business in connection with the compromise or collection thereof and not in connection with any financing transaction, the Borrower will not, and will not permit any other Loan Party to, discount or sell (with or without recourse) any of its\nnotes receivable or accounts receivable.\nSection 9.10    Mergers, Etc. Neither the Borrower nor any other\nLoan Party will merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or\nsubstantially all of its Property to any other Person, (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve, except that (a) any Loan Party may consolidate with or into the\nBorrower (provided the Borrower shall be the continuing or surviving entity) and (b) any Loan Party (other than the Borrower) may consolidate with any other Loan Party.\nSection 9.11    Sale of Properties and Termination of Hedging Transactions. The Borrower will not, and will\nnot permit any other Loan Party to, sell, assign, farm-out, convey or otherwise transfer any Property (subject to Section 9.10) except for:\n(a)    the sale of inventory (including Hydrocarbons) in the ordinary course of business;\n(b)    farmouts in the ordinary course of business of undeveloped acreage or undrilled depths and\nassignments in connection with such farmouts;\n(c)    the sale or transfer of equipment that is no\nlonger necessary for the business of the Borrower or such other Loan Party or are replaced by equipment of at least comparable value and use;\n(d)    to the extent approved by the Administrative Agent in connection with Permitted Equity Acquisition;\n(e)    the sale or other disposition of any Oil and Gas Property to which no Proved Reserves are\nattributed and the pooling or unitization of Oil and Gas Properties to which no material Proved Reserves are attributed, so long as, after giving effect to the disposition and the concurrent payment of Loans, no Event of Default or Borrowing Base\nDeficiency would exist or result therefrom (after giving pro forma effect to any concurrent repayment of the Loans with the cash proceeds of such disposition);\n(f)    the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any\ninterest therein (including any Equity Interest in any Loan Party that owns Oil and Gas Property), or the termination, unwinding, cancellation or other disposition of Swap Agreements; provided that:\n(i)    80% of the consideration received in respect of such sale or other disposition of any such Oil and\nGas Property (or such Equity Interest) shall be cash,\n(ii)    (other than in respect of Casualty Events) the\nconsideration received in respect of a sale or other disposition of such Oil and Gas Property or interest therein (or such Equity Interest) shall be equal to or greater than the fair market value of such Oil and Gas Property or interest therein (or\nsuch Equity Interest) subject of such sale or other disposition (as reasonably determined by a Responsible Officer of the Borrower and if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the\nBorrower certifying to the foregoing),\n(iii)    The Borrowing Base shall be adjusted in accordance\nwith the terms of Section 2.07(e)(ii), and the Borrower shall make any required corresponding prepayment under Section 3.04(c)(iii).\n(g)    transfers of Properties from any Loan Party to the Borrower or any other Loan Party;\n(h)    the trade or exchange of unproved Oil and Gas Properties for Oil and Gas Properties of equivalent\n(as reasonably determined by the Borrower in good faith) value (including any cash necessary to achieve an exchange of equivalent value); and\n(i)    Casualty Events with respect to Properties that are not Oil and Gas Properties.\nSection 9.12    Sales and Leasebacks. The Borrower will not, and will not permit any other Loan Party to enter\ninto any arrangement with any Person providing for the leasing by any Loan Party of real or personal property that has been or is to be sold or transferred by such Loan Party to such Person or to any other Person to whom funds have been or are to be\nadvanced by such Person on the security of such property or rental obligations of such Loan Party.\nSection 9.13    Environmental Matters. The Borrower will not, and will not permit any other Loan Party to,\n(a) cause or knowingly permit any of its Property to be in violation of, or (b) do anything or knowingly permit anything to be done which will subject any such Property to any Remedial Work (other than Remedial Work done in the ordinary\ncourse of business) under, any Environmental Laws that could reasonably be expected to have a Material Adverse Effect; it being understood that clause (b) above will not be deemed as limiting or otherwise restricting any obligation to disclose\nany relevant facts, conditions and circumstances pertaining to such Property to the appropriate Governmental Authority.\nSection 9.14    Transactions with Affiliates. Borrower will not, and will not permit any other Loan Party to,\nenter into any transaction, including any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate unless such transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms\nno less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate; provided that the foregoing shall not apply to (a) transactions among Borrower and its Affiliates entered into in\nconnection with the Business Combination Transaction, including the Crude Oil Gathering Agreement, the Gas Gathering Agreement, the Transition Services Agreement and the Contribution Agreement (in each case as defined in the Business Combination\nAgreement), (b) transactions between Borrower or its Affiliates with KLRE or its Affiliates for financial advisory, underwriting, capital raising, and other services, (c) transactions between Borrower and Loan Parties and (d) any\ntransactions pursuant to the Tax Receivable Agreement.\nSection 9.15    Negative Pledge Agreements; Dividend\nRestrictions. The Borrower will not, and will not permit any other Loan Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying,\ncreation or imposition of any Lien on any of its Property to secure the Secured Obligations or which requires the consent of\nother Persons in connection therewith or (b) the Borrower or any other Loan Party from paying dividends or making distributions to any Loan Party or receiving any money in respect of Debt or\nother obligations owed to it, or which requires the consent of or notice to other Persons in connection therewith; provided that (i) the foregoing shall not apply to restrictions and conditions under the Loan Documents, (ii) the foregoing\nshall not apply to customary restrictions and conditions contained in agreements relating to the sale of any asset or another Loan Party pending such sale; provided such restrictions and conditions apply only to the asset or other Loan Party that is\nto be sold and such sale is permitted hereunder, and (iii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to purchase money Liens or Capital Leases permitted by this\nAgreement if such restrictions or conditions apply only to the property or assets securing such purchase money Liens or Capital Leases and (B) customary provisions in leases restricting the assignment thereof, (C) customary provisions\nrestricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business and (D) customary\nprovisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any Oil and Gas Properties of a Loan Party and its Subsidiaries.\nSection 9.16    \nTake-or-Pay or Other Prepayments . The Borrower will not, and will not permit any other Loan Party to, allow take-or-pay or other prepayments with respect to the Oil and Gas Properties of the Borrower or any other Loan Party that would require the Borrower or such other Loan Party to\ndeliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor to exceed $1,000,000 in the aggregate.\nSection 9.17    Swap Agreements. The Borrower will not, and will not permit any other Loan Party to, enter\ninto any Swap Agreements with any Person other than:\n(a)    Swap Agreements in respect of commodities\n(i) with an Approved Counterparty, (ii) which have a tenor not greater than five (5) years and (iii) the notional volumes for which (when aggregated and netted with other commodity Swap Agreements then in effect other than basis\ndifferential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed and at any time thereafter (such notional volumes to be based upon the projections contained in the then-most recently delivered Reserve Report), (x) for any month during the period from the then-current date until two (2) years after the then-current date, 85% of the projected production from the proved, developed producing Oil and Gas Properties of the Loan Parties for each of crude oil, natural gas and natural gas liquids, calculated separately,\nfor each month during the period commencing on the month when such Swap Agreement is executed, and (y) for any month during the period that is more than two (2) years from the then-current date, 75%\nof the projected production from the proved, developed producing Oil and Gas Properties of the Loan Parties for each of crude oil, natural gas and natural gas liquids, calculated separately, for each month during the period commencing on the month\nwhen such Swap Agreement is executed; provided that (1) in no event shall any Swap Agreement contain any requirement, agreement or covenant for any Loan Party to post collateral or margin to secure their obligations under such Swap\nAgreement or to cover market exposures (other than under the Security Instruments), other than cash or letters of credit in an aggregate amount at any time not to exceed $2,500,000, (2) Swap Agreements shall only be entered into in the ordinary\ncourse of business (and not for speculative purposes), and (3) no Swap Agreement in respect of commodities shall be terminated, unwound, cancelled or otherwise disposed of except to the extent permitted by\nSection 9.11; and\n(b)    Swap Agreements in respect of interest rates with\nan Approved Counterparty, the notional amounts of which, when aggregated with all other interest rate Swap Agreements of the Borrower and the Loan Parties then in effect, do not exceed 75% of the then outstanding principal\namount of the Borrower’s and the Loan Party’s aggregate Debt for borrowed money; provided that in no event shall any Swap Agreement contain any requirement, agreement or covenant\nfor the Borrower or any Loan Party to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures other than collateral provided for in, and upon the terms and conditions set forth in, this Agreement\nand the relevant Security Instruments.\nSection 9.18    Amendments to Organizational Documents and Material\nContracts. The Borrower shall not, and shall not permit any other Loan Party to, (a) amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) its Organizational Documents, the Crude Oil Gathering Agreement,\nthe Gas Gathering Agreement, the Transition Services Agreement or the Contribution Agreement in each case as defined in the Business Combination Agreement) and the Tax Receivable Agreement, in any material respect that could reasonably be expected\nto be adverse to the interests of the Administrative Agent or the Lenders without the consent of the Administrative Agent (not to be unreasonably withheld or delayed), other than (i) amendments that delete or reduce any fees payable by any Loan\nParty to a Person other than the Administrative Agent or any Lender, (ii) the termination of services provided under the Transition Services Agreement as contemplated therein or (iii) the extension of services under the Transition Services\nAgreements on substantially similar commercial terms, or (b) (i) amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) any agreement to which it is a party, (ii) terminate, replace or assign any of\nthe Loan Party’s interests in any agreement or (iii) permit any agreement not to be in full force and effect and binding upon and enforceable against the parties thereto, in each case if such occurrence could be reasonably expected to\nresult in a Material Adverse Effect. Notwithstanding the foregoing, the Borrower shall not, and shall not permit any other Loan Party to, amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) any provision of its\nOrganizational Documents with respect to preferred Equity Interests, including ownership, issuance or distributions with respect thereto, without the consent of the Administrative Agent; provided, that such amendments, supplements or\nmodifications may be undertaken in order to authorize additional Equity Interests in order to make Restricted Payments in Equity Interests contemplated under Section 9.04(a). .\nSection 9.19    Changes in Fiscal Periods. The Borrower shall not, and shall not permit any other Loan Party\nto have its fiscal year end on a date other than December 31 or change the its method of determining fiscal quarters.\nSection 9.20    No Subsidiaries. The Borrower shall not permit, and shall not permit the other Loan Parties to\nown or create directly or indirectly any Subsidiaries other than any Subsidiary formed after the Effective Date that joins this Agreement as a Guarantor in accordance with Section 8.14(b).\nSection 9.21    Redemption of Senior Unsecured Notes; Amendment of Senior Unsecured Notes Documents. The\nBorrower will not, and will not permit the other Loan Parties to:\n(a)    prior to the Maturity Date\ncall, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) any Senior Unsecured Notes; provided that, so long as no Event of Default or Borrowing Base Deficiency\nshall have occurred and be continuing or would result therefrom, the Borrower may optionally prepay Senior Unsecured Notes, in whole or in part, with the proceeds of Senior Unsecured Notes;\n(b)    in the case of Senior Unsecured Notes or any Senior Unsecured Notes Documents related thereto,\namend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any such Senior Unsecured Notes or any Senior Unsecured Notes Document related thereto if the effect thereof\nwould be cause such Debt no longer to qualify as Senior Unsecured Notes pursuant to the definition thereof;\n(c)    designate any Debt (other than obligations of the\nBorrower and the Subsidiaries pursuant to the Loan Documents) as “Specified Senior Indebtedness” or “Specified Guarantor Senior Indebtedness” or give any such other Debt any other similar designation.\nSection 9.22    Marketing Activities. The Borrower will not, and will not permit any of the other Loan Parties\nto, engage in marketing activities for any Hydrocarbons or enter into any contracts related thereto other than (i) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from their proved Oil and Gas Properties\nduring the period of such contract, (ii) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from proved Oil and Gas Properties of third parties during the period of such contract associated with the Oil and\nGas Properties of the Borrower and the other Loan Parties that the Borrower or one of the other Loan Parties has the right to market pursuant to joint operating agreements, unitization agreements or other similar contracts that are usual and\ncustomary in the oil and gas business and (iii) other contracts for the purchase and/or sale of Hydrocarbons of third parties (A) which have generally offsetting provisions (i.e. corresponding pricing mechanics, delivery dates and points\nand volumes) such that no “position” is taken and (B) for which appropriate credit support has been taken to alleviate the material credit risks of the counterparty thereto."} +{"idx": 68, "level": 3, "span": "(a)    Ratio of Total Funded Debt to EBITDAX\nThe Borrower will not, as of the last day of any\nfiscal quarter, commencing with the quarter ending June 30, 2017, permit its ratio of Total Funded Debt as of such time to EBITDAX for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of\ndetermination for which financial statements are available to be greater than 4.0 to 1.0."} +{"idx": 68, "level": 3, "span": "(b)    Current Ratio\nThe Borrower will not, as of the last day of any fiscal quarter, commencing\nwith the quarter ending June 30, 2017, permit its ratio of (i) consolidated current assets (including the unused amount of the total Commitments, but excluding non-cash assets under ASC 815) to\n(ii) consolidated current liabilities (excluding non-cash obligations under ASC 815, reclamation obligations to the extent classified as current liabilities under GAAP, and current maturities under this\nAgreement) to be less than 1.0 to 1.0."} +{"idx": 68, "level": 3, "span": "(a)    the Loans\nor other Secured Obligations arising under the Loan Documents or any Secured Swap Agreement or any guaranty of or suretyship arrangement for the Loans or other Secured Obligations arising under the Loan Documents or any Secured Swap Agreement;"} +{"idx": 68, "level": 3, "span": "(b)    Debt of any Loan Party under Purchase Money Security Interests and Capital Leases not to exceed\n$2,000,000;"} +{"idx": 68, "level": 3, "span": "(c)    Debt associated with worker’s compensation claims, bonds or surety obligations\nrequired by Governmental Requirements or by third parties in the ordinary course of business in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties;"} +{"idx": 68, "level": 3, "span": "(d)    (i) Debt between the Borrower and its Subsidiaries that are Loan Parties, (ii) Debt\nbetween the Subsidiaries of the Borrower which are Loan Parties, and (iii) Debt extended to the Borrower and its Subsidiaries which are Loan Parties by any other Loan Party; provided that (1) such Debt is not held, assigned, transferred,\nnegotiated or pledged to any Person other than a Loan Party, and (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement;"} +{"idx": 68, "level": 3, "span": "(e)    endorsements of negotiable instruments for collection in the ordinary course of business;"} +{"idx": 68, "level": 3, "span": "(f)    obligations to royalty, overriding and working interest owners, joint interest obligations, trade\npayables and other lease operating expenses incurred in the ordinary course of business which are not more than ninety (90) days past due;"} +{"idx": 68, "level": 3, "span": "(g)    Debt associated with appeal bonds and bonds or\nsureties provided to any Governmental Authority or to any other Person in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of the Oil and Gas Properties;"} +{"idx": 68, "level": 3, "span": "(h)    Debt in respect of Senior Unsecured Notes; provided that (i) after giving effect to the\nincurrence or issuance thereof, the Borrower shall be in compliance on a pro forma basis with the financial covenants, and (ii) the Borrowing Base shall be adjusted as set forth in Section 2.07(e), and the Borrower\nshall make any prepayment required by Section 3.04(c)(iii);"} +{"idx": 68, "level": 4, "span": "(i)    To the\nextent constituting Debt, obligations in respect of Swap Agreements;"} +{"idx": 68, "level": 3, "span": "(j)    other Debt, not to exceed\nin the aggregate at any one time outstanding, the greater of (i) $2,000,000 and (ii) 3% of the Borrowing Base existing at the time such Debt is incurred; and"} +{"idx": 68, "level": 3, "span": "(k)    any guarantee of any other Debt permitted to be incurred hereunder."} +{"idx": 68, "level": 3, "span": "(a)    Liens securing the payment of any Secured Obligations;"} +{"idx": 68, "level": 3, "span": "(b)    Excepted Liens;"} +{"idx": 68, "level": 3, "span": "(c)    Liens securing Purchase Money Security Interests and Capital Leases permitted by\nSection 9.02(b) but only on the Property that is the subject of any such purchase money financing or such lease, accessions and improvements thereto, insurance thereon, and the proceeds of the foregoing; and"} +{"idx": 68, "level": 3, "span": "(d)    other Liens on Property not constituting collateral for the Secured Obligations not to exceed\n$2,000,000 in the aggregate at any one time outstanding."} +{"idx": 68, "level": 3, "span": "(a)    the Borrower may make Restricted Payments with respect to its Equity Interests payable solely in\nadditional shares of its Equity Interests (other than Disqualified Capital Stock);"} +{"idx": 68, "level": 3, "span": "(b)    Subsidiaries\nmay declare and pay dividends and other Restricted Payments to the Borrower and any other Loan Party;"} +{"idx": 68, "level": 3, "span": "(c)    so long as no Default or Event of Default exists or would result therefrom, the Borrower may make\nPermitted Tax Distributions provided that in the case of an Excess Tax Distribution the Borrower may only make such distribution so long as both before and immediately after giving effect to such Excess Tax Distribution (i) the unused total\nCommitments then in effect shall be equal to or greater than 20% of the total Commitments then in effect and (ii) the Borrower’s ratio of Total Funded Debt to EBITDAX is not greater than 3.00 to 1.00 (using (x) Total Funded Debt\noutstanding on such date after giving effect to such Restricted Payment and (y) EBITDAX for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available); and"} +{"idx": 68, "level": 3, "span": "(d)    the Borrower may make cash distributions in an amount\nnot to exceed $14,000,000 in any fiscal year of Borrower to promptly fund dividends or distributions on the preferred Equity Interests of Borrower or KLRE owned by any preferred equity holder (provided that any preferred Equity Interests issued by\nBorrower or KLRE after the Effective Date shall be on the same terms and conditions as those governing the preferred Equity Interests issued by Borrower or KLRE prior to the Effective Date), so long as both before and immediately after giving effect\nto such Restricted Payment (i) no Default or Event of Default exists, (ii) the unused total Commitments then in effect shall be equal to or greater than 20% of the total Commitments then in effect and (iii) the Borrower’s ratio\nof Total Funded Debt to EBITDAX is not greater than 3.00 to 1.00 (using (x) Total Funded Debt outstanding on such date after giving effect to such Restricted Payment and (y) EBITDAX for the four fiscal quarters ending on the last day of\nthe fiscal quarter immediately preceding such date for which financial statements are available)."} +{"idx": 68, "level": 3, "span": "(a)    Investments which are disclosed to the Lenders in Schedule 9.05;"} +{"idx": 68, "level": 3, "span": "(b)    accounts receivable arising in the ordinary course of business;"} +{"idx": 68, "level": 3, "span": "(c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency\nthereof, in each case maturing within one year from the date of acquisition thereof;"} +{"idx": 68, "level": 3, "span": "(d)    commercial\npaper maturing within one year from the date of acquisition thereof rated in one of the two highest grades by S&P or Moody’s;"} +{"idx": 68, "level": 3, "span": "(e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any\nLender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the\ndate of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Moody’s, respectively;"} +{"idx": 68, "level": 3, "span": "(f)    Investments in money market or similar funds with assets of at least $1,000,000,000 and rated Aaa by\nMoody’s or AAA by S&P;"} +{"idx": 68, "level": 3, "span": "(g) Investments (i) made by the Borrower in or to its Subsidiaries that are Loan\nParties or (ii) made by Loan Parties to each other or the Borrower;"} +{"idx": 68, "level": 3, "span": "(h)    Investments in direct\nownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or\narea of mutual interest agreements, participation agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of\nthe United States of America;"} +{"idx": 68, "level": 4, "span": "(i)    Investments pursuant to Swap Agreements or hedging\nagreements otherwise permitted under this Agreement; and"} +{"idx": 68, "level": 3, "span": "(j)    Investments constituting deposits made\nin connection with the purchase of goods or services in the ordinary course of business;"} +{"idx": 68, "level": 3, "span": "(k)    Permitted Equity Acquisitions and the purchase or acquisition of Oil and Gas Properties by Borrower\nor any Guarantor;"} +{"idx": 68, "level": 3, "span": "(l)    Investments pursuant to Swap Agreements not prohibited under\nSection 9.17; and"} +{"idx": 68, "level": 3, "span": "(m)    other Investments, not to exceed in the aggregate at any one time\noutstanding, the greater of (i) $2,000,000 and (ii) 3% of the Borrowing Base existing at the time such Investment is made."} +{"idx": 68, "level": 3, "span": "(a)    in furtherance of an offer, payment, promise to\npay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws,"} +{"idx": 68, "level": 3, "span": "(b)    for the purpose of funding, financing or facilitating any activities, business or transaction of or\nwith any Sanctioned Person, or in any Sanctioned Country to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or,"} +{"idx": 68, "level": 3, "span": "(c)    in any manner that would result in the violation of any Sanctions applicable to any party hereto."} +{"idx": 68, "level": 3, "span": "(a)    Allow any ERISA Event to occur; or"} +{"idx": 68, "level": 3, "span": "(b)    Contribute to or assume an obligation to contribute\nto, or permit any Subsidiary to contribute to or assume an obligation to contribute to, any Multiemployer Plan."} +{"idx": 68, "level": 3, "span": "(a)    the sale of inventory (including Hydrocarbons) in the ordinary course of business;"} +{"idx": 68, "level": 3, "span": "(b)    farmouts in the ordinary course of business of undeveloped acreage or undrilled depths and\nassignments in connection with such farmouts;"} +{"idx": 68, "level": 3, "span": "(c)    the sale or transfer of equipment that is no\nlonger necessary for the business of the Borrower or such other Loan Party or are replaced by equipment of at least comparable value and use;"} +{"idx": 68, "level": 3, "span": "(d)    to the extent approved by the Administrative Agent in connection with Permitted Equity Acquisition;"} +{"idx": 68, "level": 3, "span": "(e)    the sale or other disposition of any Oil and Gas Property to which no Proved Reserves are\nattributed and the pooling or unitization of Oil and Gas Properties to which no material Proved Reserves are attributed, so long as, after giving effect to the disposition and the concurrent payment of Loans, no Event of Default or Borrowing Base\nDeficiency would exist or result therefrom (after giving pro forma effect to any concurrent repayment of the Loans with the cash proceeds of such disposition);"} +{"idx": 68, "level": 3, "span": "(f)    the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any\ninterest therein (including any Equity Interest in any Loan Party that owns Oil and Gas Property), or the termination, unwinding, cancellation or other disposition of Swap Agreements; provided that:"} +{"idx": 68, "level": 4, "span": "(i)    80% of the consideration received in respect of such sale or other disposition of any such Oil and\nGas Property (or such Equity Interest) shall be cash,"} +{"idx": 68, "level": 4, "span": "(ii)    (other than in respect of Casualty Events) the\nconsideration received in respect of a sale or other disposition of such Oil and Gas Property or interest therein (or such Equity Interest) shall be equal to or greater than the fair market value of such Oil and Gas Property or interest therein (or\nsuch Equity Interest) subject of such sale or other disposition (as reasonably determined by a Responsible Officer of the Borrower and if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the\nBorrower certifying to the foregoing),"} +{"idx": 68, "level": 4, "span": "(iii)    The Borrowing Base shall be adjusted in accordance\nwith the terms of Section 2.07(e)(ii), and the Borrower shall make any required corresponding prepayment under Section 3.04(c)(iii)."} +{"idx": 68, "level": 3, "span": "(g)    transfers of Properties from any Loan Party to the Borrower or any other Loan Party;"} +{"idx": 68, "level": 3, "span": "(h)    the trade or exchange of unproved Oil and Gas Properties for Oil and Gas Properties of equivalent\n(as reasonably determined by the Borrower in good faith) value (including any cash necessary to achieve an exchange of equivalent value); and"} +{"idx": 68, "level": 4, "span": "(i)    Casualty Events with respect to Properties that are not Oil and Gas Properties."} +{"idx": 68, "level": 3, "span": "(a)    Swap Agreements in respect of commodities\n(i) with an Approved Counterparty, (ii) which have a tenor not greater than five (5) years and (iii) the notional volumes for which (when aggregated and netted with other commodity Swap Agreements then in effect other than basis\ndifferential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed and at any time thereafter (such notional volumes to be based upon the projections contained in the then-most recently delivered Reserve Report), (x) for any month during the period from the then-current date until two (2) years after the then-current date, 85% of the projected production from the proved, developed producing Oil and Gas Properties of the Loan Parties for each of crude oil, natural gas and natural gas liquids, calculated separately,\nfor each month during the period commencing on the month when such Swap Agreement is executed, and (y) for any month during the period that is more than two (2) years from the then-current date, 75%\nof the projected production from the proved, developed producing Oil and Gas Properties of the Loan Parties for each of crude oil, natural gas and natural gas liquids, calculated separately, for each month during the period commencing on the month\nwhen such Swap Agreement is executed; provided that (1) in no event shall any Swap Agreement contain any requirement, agreement or covenant for any Loan Party to post collateral or margin to secure their obligations under such Swap\nAgreement or to cover market exposures (other than under the Security Instruments), other than cash or letters of credit in an aggregate amount at any time not to exceed $2,500,000, (2) Swap Agreements shall only be entered into in the ordinary\ncourse of business (and not for speculative purposes), and (3) no Swap Agreement in respect of commodities shall be terminated, unwound, cancelled or otherwise disposed of except to the extent permitted by\nSection 9.11; and"} +{"idx": 68, "level": 3, "span": "(b)    Swap Agreements in respect of interest rates with\nan Approved Counterparty, the notional amounts of which, when aggregated with all other interest rate Swap Agreements of the Borrower and the Loan Parties then in effect, do not exceed 75% of the then outstanding principal"} +{"idx": 68, "level": 3, "span": "(a)    prior to the Maturity Date\ncall, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) any Senior Unsecured Notes; provided that, so long as no Event of Default or Borrowing Base Deficiency\nshall have occurred and be continuing or would result therefrom, the Borrower may optionally prepay Senior Unsecured Notes, in whole or in part, with the proceeds of Senior Unsecured Notes;"} +{"idx": 68, "level": 3, "span": "(b)    in the case of Senior Unsecured Notes or any Senior Unsecured Notes Documents related thereto,\namend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any such Senior Unsecured Notes or any Senior Unsecured Notes Document related thereto if the effect thereof\nwould be cause such Debt no longer to qualify as Senior Unsecured Notes pursuant to the definition thereof;"} +{"idx": 68, "level": 3, "span": "(c)    designate any Debt (other than obligations of the\nBorrower and the Subsidiaries pursuant to the Loan Documents) as “Specified Senior Indebtedness” or “Specified Guarantor Senior Indebtedness” or give any such other Debt any other similar designation."} +{"idx": 68, "level": 2, "span": "ARTICLE X"} +{"idx": 68, "level": 2, "span": "EVENTS OF DEFAULT;\nREMEDIES\nSection 10.01    Events of Default. One or more of the following events shall constitute an\n“Event of Default”:\n(a)    the Borrower shall fail to pay any principal of any Loan\nor any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof, by acceleration or otherwise;\n(b)    the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than\nan amount referred to in Section 10.01(a)) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days;\n(c)    any representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan\nParty in or in connection with any Loan Document or any amendment or modification of any Loan Document or waiver under such Loan Document, or in any report, notice, certificate, financial statement or other document furnished pursuant to or in\nconnection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made (or, to the extent that any such representation and warranty is\nqualified by materiality, such representation and warranty (as so qualified) shall prove to have been incorrect in any respect when made or deemed made);\n(d)    the Borrower or any other Loan Party shall fail to observe or perform any covenant, condition or\nagreement contained in Section 8.02, Section 8.03, Section 8.14, Section 8.16, Section 8.17 or in\nARTICLE IX;\n(e)    the Borrower or any other Loan Party shall fail to\nobserve or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Section 10.01(a), Section 10.01(b), Section 10.01(c) or\nSection 10.01(d)) or any other Loan Document, and such failure shall continue unremedied for a period of 30 days after the earlier to occur of (A) notice thereof from the Administrative Agent to the Borrower\n(which notice will be given at the request of any Lender) or (B) a Responsible Officer of the Borrower or such other Loan Party otherwise becoming aware of such default;\n(f)    the Borrower or any other Loan Party shall fail to make any payment (whether of principal or\ninterest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable after giving effect to any grace periods applicable thereto;\n(g)    any event or condition occurs that results in any Material Indebtedness becoming due prior to its\nscheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to\nbecome due, or to require the Redemption thereof or any offer to Redeem to be made in respect thereof, prior to its scheduled maturity or require the Borrower or any other Loan Party to make an offer in respect thereof;\n(h)    an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking\n(i) liquidation, reorganization or other relief in respect of any Loan Party, or its or their debts, or of a substantial part of its or their assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or\nhereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any other Loan Party or for a substantial part of its or their assets, and, in any such case, such\nproceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;\n(i)    the Borrower or any other Loan Party shall (i) voluntarily commence any proceeding or file any\npetition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a\ntimely and appropriate manner, any proceeding or petition described in Section 10.01(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or\nany other Loan Party or for a substantial part of its or their assets, (iv) file an answer admitting the material allegations of a petition filed against it or them in any such proceeding, (v) make a general assignment for the benefit of\ncreditors, (vi) take any action for the purpose of effecting any of the foregoing; or (vii) become unable, admit in writing its inability or fail generally to pay its debts as they become due;\n(j)    one or more judgments for the payment of money in an aggregate amount in excess of $1,000,000 (to\nthe extent not covered by independent third party insurance as to which the insurer does not dispute coverage and is not subject to an insolvency proceeding) shall be rendered against any Loan Party or any combination thereof and the same shall\nremain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party to enforce any such\njudgment;\n(k)    the Loan Documents after delivery thereof shall for any reason, except to the extent\npermitted by the terms thereof, cease to be in full force and effect and valid, binding and\nenforceable in accordance with their terms against the Borrower or a Loan Party thereto or shall be repudiated by any of them or cease to create valid and perfected Liens of the priority required\nthereby on the Collateral purported to be covered thereby, except to the extent permitted by the terms of this Agreement, or the Borrower or any other Loan Party or any of their Affiliates shall so state in writing;\n(l)    (i) an ERISA Event occurs with respect to a Plan that has resulted or could reasonably be expected\nto result in a Material Adverse Effect, or (ii) Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201\nof ERISA under a Multiemployer Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect;\n(m)    an “Event of Default” shall occur under the Senior Unsecured Notes Documents; and\n(n)    a Change in Control shall occur.\nSection 10.02    Remedies.\n(a)    In the case of an Event of Default (other than one described in\nSection 10.01(h) or Section 10.01(i)), at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Majority Lenders or\nshall at the request of the Majority Lenders, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and\n(ii) by written notice to the Borrower, declare the Notes and the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and\npayable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Loan Parties accrued hereunder and under the Notes and the other Loan Documents\n(including the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(j)), shall become due and payable immediately, without presentment, demand (other than written notice), protest, notice of\nintent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Loan Party; and in case of an Event of Default described in Section 10.01(h) or\nSection 10.01(i), the Commitments shall automatically terminate and the Notes and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and the other obligations of\nthe Borrower and the other Loan Parties accrued hereunder and under the Notes and the other Loan Documents (including the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(j)), shall\nautomatically and immediately become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration, or other notice of any kind, all of which are hereby waived by each Loan Party.\n(b)    In the case of the occurrence of an Event of Default, the Administrative Agent and the Lenders will\nhave all other rights and remedies available at law and equity.\n(c)    All proceeds realized from the liquidation or other\ndisposition of collateral or otherwise received after maturity of the Loans, whether by acceleration or otherwise, shall be applied:\n(i)    first, to payment or reimbursement of that portion of the Secured Obligations constituting fees,\nexpenses and indemnities payable to the Administrative Agent in its capacity as such;\n(ii) second, pro rata to payment or\nreimbursement of that portion of the Secured Obligations constituting fees, expenses and indemnities payable to the Lenders;\n(iii)    third, pro rata to payment of accrued interest on the Loans;\n(iv)    fourth, pro rata to payment of principal outstanding on the Loans and Secured Obligations referred\nto in clause (y) of the definition of Secured Obligations in respect of Secured Cash Management Agreements and Secured Swap Agreements;\n(v)    fifth, pro rata to any other Secured Obligations;\n(vi)    sixth, to serve as cash collateral to be held by the Administrative Agent to secure the LC\nExposure; and\n(vii)    seventh, any excess, after all of the Secured Obligations shall have been\nindefeasibly paid in full in cash, shall be paid to the Borrower or as otherwise required by any Governmental Requirement.\nNotwithstanding the foregoing, amounts received from the Borrower or any Guarantor that is not an “eligible contract participant”\nunder the Commodity Exchange Act shall not be applied to any Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Secured Obligations other than Excluded Swap Obligations as a result of this this clause,\nthe Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause fourth above from amounts received from “eligible contract participants” under the Commodity Exchange Act to ensure,\nas nearly as possible, that the proportional aggregate recoveries with respect to Secured Obligations described in clause fourth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect\nto other Secured Obligations pursuant to clause fourth above)."} +{"idx": 68, "level": 3, "span": "(a)    the Borrower shall fail to pay any principal of any Loan\nor any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof, by acceleration or otherwise;"} +{"idx": 68, "level": 3, "span": "(b)    the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than\nan amount referred to in Section 10.01(a)) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days;"} +{"idx": 68, "level": 3, "span": "(c)    any representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan\nParty in or in connection with any Loan Document or any amendment or modification of any Loan Document or waiver under such Loan Document, or in any report, notice, certificate, financial statement or other document furnished pursuant to or in\nconnection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made (or, to the extent that any such representation and warranty is\nqualified by materiality, such representation and warranty (as so qualified) shall prove to have been incorrect in any respect when made or deemed made);"} +{"idx": 68, "level": 3, "span": "(d)    the Borrower or any other Loan Party shall fail to observe or perform any covenant, condition or\nagreement contained in Section 8.02, Section 8.03, Section 8.14, Section 8.16, Section 8.17 or in\nARTICLE IX;"} +{"idx": 68, "level": 3, "span": "(e)    the Borrower or any other Loan Party shall fail to\nobserve or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Section 10.01(a), Section 10.01(b), Section 10.01(c) or\nSection 10.01(d)) or any other Loan Document, and such failure shall continue unremedied for a period of 30 days after the earlier to occur of (A) notice thereof from the Administrative Agent to the Borrower\n(which notice will be given at the request of any Lender) or (B) a Responsible Officer of the Borrower or such other Loan Party otherwise becoming aware of such default;"} +{"idx": 68, "level": 3, "span": "(f)    the Borrower or any other Loan Party shall fail to make any payment (whether of principal or\ninterest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable after giving effect to any grace periods applicable thereto;"} +{"idx": 68, "level": 3, "span": "(g)    any event or condition occurs that results in any Material Indebtedness becoming due prior to its\nscheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to\nbecome due, or to require the Redemption thereof or any offer to Redeem to be made in respect thereof, prior to its scheduled maturity or require the Borrower or any other Loan Party to make an offer in respect thereof;"} +{"idx": 68, "level": 3, "span": "(h)    an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking\n(i) liquidation, reorganization or other relief in respect of any Loan Party, or its or their debts, or of a substantial part of its or their assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or\nhereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any other Loan Party or for a substantial part of its or their assets, and, in any such case, such\nproceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;"} +{"idx": 68, "level": 4, "span": "(i)    the Borrower or any other Loan Party shall (i) voluntarily commence any proceeding or file any\npetition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a\ntimely and appropriate manner, any proceeding or petition described in Section 10.01(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or\nany other Loan Party or for a substantial part of its or their assets, (iv) file an answer admitting the material allegations of a petition filed against it or them in any such proceeding, (v) make a general assignment for the benefit of\ncreditors, (vi) take any action for the purpose of effecting any of the foregoing; or (vii) become unable, admit in writing its inability or fail generally to pay its debts as they become due;"} +{"idx": 68, "level": 3, "span": "(j)    one or more judgments for the payment of money in an aggregate amount in excess of $1,000,000 (to\nthe extent not covered by independent third party insurance as to which the insurer does not dispute coverage and is not subject to an insolvency proceeding) shall be rendered against any Loan Party or any combination thereof and the same shall\nremain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party to enforce any such\njudgment;"} +{"idx": 68, "level": 3, "span": "(k)    the Loan Documents after delivery thereof shall for any reason, except to the extent\npermitted by the terms thereof, cease to be in full force and effect and valid, binding and"} +{"idx": 68, "level": 3, "span": "(l)    (i) an ERISA Event occurs with respect to a Plan that has resulted or could reasonably be expected\nto result in a Material Adverse Effect, or (ii) Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201\nof ERISA under a Multiemployer Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect;"} +{"idx": 68, "level": 3, "span": "(m)    an “Event of Default” shall occur under the Senior Unsecured Notes Documents; and"} +{"idx": 68, "level": 3, "span": "(n)    a Change in Control shall occur."} +{"idx": 68, "level": 3, "span": "(a)    In the case of an Event of Default (other than one described in\nSection 10.01(h) or Section 10.01(i)), at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Majority Lenders or\nshall at the request of the Majority Lenders, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and\n(ii) by written notice to the Borrower, declare the Notes and the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and\npayable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Loan Parties accrued hereunder and under the Notes and the other Loan Documents\n(including the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(j)), shall become due and payable immediately, without presentment, demand (other than written notice), protest, notice of\nintent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Loan Party; and in case of an Event of Default described in Section 10.01(h) or\nSection 10.01(i), the Commitments shall automatically terminate and the Notes and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and the other obligations of\nthe Borrower and the other Loan Parties accrued hereunder and under the Notes and the other Loan Documents (including the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(j)), shall\nautomatically and immediately become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration, or other notice of any kind, all of which are hereby waived by each Loan Party."} +{"idx": 68, "level": 3, "span": "(b)    In the case of the occurrence of an Event of Default, the Administrative Agent and the Lenders will\nhave all other rights and remedies available at law and equity."} +{"idx": 68, "level": 3, "span": "(c)    All proceeds realized from the liquidation or other\ndisposition of collateral or otherwise received after maturity of the Loans, whether by acceleration or otherwise, shall be applied:"} +{"idx": 68, "level": 4, "span": "(i)    first, to payment or reimbursement of that portion of the Secured Obligations constituting fees,\nexpenses and indemnities payable to the Administrative Agent in its capacity as such;"} +{"idx": 68, "level": 4, "span": "(ii) second, pro rata to payment or\nreimbursement of that portion of the Secured Obligations constituting fees, expenses and indemnities payable to the Lenders;"} +{"idx": 68, "level": 4, "span": "(iii)    third, pro rata to payment of accrued interest on the Loans;"} +{"idx": 68, "level": 4, "span": "(iv)    fourth, pro rata to payment of principal outstanding on the Loans and Secured Obligations referred\nto in clause (y) of the definition of Secured Obligations in respect of Secured Cash Management Agreements and Secured Swap Agreements;"} +{"idx": 68, "level": 4, "span": "(v)    fifth, pro rata to any other Secured Obligations;"} +{"idx": 68, "level": 4, "span": "(vi)    sixth, to serve as cash collateral to be held by the Administrative Agent to secure the LC\nExposure; and"} +{"idx": 68, "level": 4, "span": "(vii)    seventh, any excess, after all of the Secured Obligations shall have been\nindefeasibly paid in full in cash, shall be paid to the Borrower or as otherwise required by any Governmental Requirement."} +{"idx": 68, "level": 2, "span": "ARTICLE XI"} +{"idx": 68, "level": 2, "span": "THE ADMINISTRATIVE AGENT\nSection 11.01    Appointment; Powers. Each of the Lender and the Issuing Bank hereby irrevocably appoints the\nAdministrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with\nsuch actions and powers as are reasonably incidental thereto.\nSection 11.02    Duties and Obligations of\nAdministrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be\nsubject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not\nintended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and\nis intended to create or reflect only an administrative relationship between independent contracting parties), (b) the Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except as\nprovided in Section 11.03, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to\nthe Borrower or any Loan Party that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until\nwritten notice thereof is given to the Administrative Agent by the Borrower or a Lender, and shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with\nthis Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of\nany of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,\ninstrument or document, (v) the satisfaction of any condition set forth in ARTICLE VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or as to\nthose conditions precedent expressly required to be to the Administrative Agent’s satisfaction, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower and the other\nLoan Parties or any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any\ncovenants, agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with the conditions specified in ARTICLE VI, each Lender and the Issuing Bank shall be deemed to have\nconsented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender or the Issuing Bank unless the Administrative Agent shall have\nreceived written notice from such Lender prior to the Effective Date specifying its objection thereto.\nSection 11.03    Action by Administrative Agent. The Administrative Agent shall have no duty to take any\ndiscretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing as directed by the\nMajority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02) and in all cases the Administrative Agent shall be fully justified in failing\nor refusing to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions from the Majority Lenders or the Lenders, as applicable, (or such other number or percentage of the Lenders as shall be necessary\nunder the circumstances as provided in Section 12.02) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it\nby reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by the Administrative Agent shall be binding on all of the Lenders. If a Default has occurred and is\ncontinuing, then the Administrative Agent shall take such action with respect to such Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03,\nprovided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as\nit shall deem advisable in the best interests of the Lenders. In no event, however, shall the Administrative Agent be required to take any action which, in its opinion, or the opinion of its counsel, exposes the Administrative Agent to liability or\nwhich is contrary to this Agreement, the Loan Documents or applicable law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or\ntermination property of a Defaulting Lender in violation of any debtor\nrelief law. If a Default has occurred and is continuing, no Agent shall have any obligation to perform any act in respect thereof. The Administrative Agent shall not be liable for any action\ntaken or not taken by it with the consent or at the request of the Majority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in\nSection 12.02), and otherwise the Administrative Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided\nfor herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct.\nSection 11.04    Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon,\nand shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative\nAgent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon and each of the Borrower and the Lenders and the Issuing Bank hereby\nwaives the right to dispute the Administrative Agent’s record of such statement, except in the case of gross negligence or willful misconduct by the Administrative Agent. The Administrative Agent may consult with legal counsel (who may be\ncounsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent\nmay deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent.\nSection 11.05    Subagents. The Administrative Agent may perform any and all of its duties and exercise its\nrights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all\nits duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this ARTICLE XI shall apply to any such sub-agent and to the\nRelated Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as\nactivities as Administrative Agent.\nSection 11.06    Resignation of Administrative Agent. Subject to the\nappointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such\nresignation, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days\nafter the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a qualified financial institution as successor Administrative Agent. Upon\nthe acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring\nAdministrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the\nBorrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such\nretiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.\nSection 11.07    Administrative Agent as Lender. The Administrative Agent hereunder shall have the same rights\nand powers in its capacity as a Lender as any other Lender and may exercise the same as\nthough it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any other\nLoan Party or other Affiliate thereof as if it were not the Administrative Agent hereunder.\nSection 11.08    No Reliance. Each Lender acknowledges that it has, independently and without reliance upon\nthe Administrative Agent, any other Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and each other Loan Document to which it\nis a party. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any other Lender or any other Lender, and based on such documents and information as it shall from time to time deem\nappropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder. The Agents shall not be required to\nkeep themselves informed as to the performance or observance by the Borrower, or any of the other Loan Parties of this Agreement, the Loan Documents or any other document referred to or provided for herein or to inspect the Properties or books of\nany such Person. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent nor any Arranger shall have any duty or responsibility to provide any\nLender with any credit or other information concerning the affairs, financial condition or business of the Borrower or any Loan Party (or any of their Affiliates) which may come into the possession of such Agent or any of its Affiliates. In this\nregard, each Lender acknowledges that Winstead PC is acting in this transaction as special counsel to the Administrative Agent only, except to the extent otherwise expressly stated in any legal opinion or any Loan Document. Each other party hereto\nwill consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters contemplated therein.\nSection 11.09    Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership,\ninsolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower or any of the other Loan Parties, the Administrative Agent (irrespective of whether the principal of any\nLoan or LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by\nintervention in such proceeding or otherwise:\n(a)    to file and prove a claim for the whole amount of\nthe principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the\nLenders, the Issuing Bank and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other\namounts due the Lenders and the Administrative Agent under Section 2.08, Section 3.05 and Section 12.03) allowed in such judicial proceeding; and\n(b)    to collect and receive any monies or other property payable or deliverable on any such claims and to\ndistribute the same;\nand any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding\nis hereby authorized by each Lender and the Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Bank, to\npay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under\nSection 3.05 and Section 12.03.\nNothing contained herein shall be deemed to authorize the Administrative Agent to authorize or\nconsent to or accept or adopt on behalf of any Lender or the Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or the Issuing Bank or to authorize the\nAdministrative Agent to vote in respect of the claim of any Lender in any such proceeding.\nSection 11.10    Authority of Administrative Agent to Release Collateral and Liens. The Lenders and the\nIssuing Bank, and by accepting the benefits of the Collateral, each Secured Swap Provider and each Secured Cash Management Provider:\n(a)    irrevocably authorize the Administrative Agent to comply with the provisions of\nSection 12.18.\n(b)    authorize the Administrative Agent to execute and\ndeliver to the Loan Parties, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents as reasonably requested by such Loan Party in connection with any disposition of\nProperty to the extent such disposition is permitted by the terms of Section 9.11 or is otherwise authorized by the terms of the Loan Documents.\nUpon request by the Administrative Agent at any time, the Majority Lenders will confirm in writing the Administrative Agent’s authority\nto release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 11.10 or\nSection 12.18.\nSection 11.11    Duties of the Arranger. The Arranger shall not\nhave any duties, responsibilities or liabilities under this Agreement and the other Loan Documents."} +{"idx": 68, "level": 3, "span": "(a)    to file and prove a claim for the whole amount of\nthe principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the\nLenders, the Issuing Bank and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other\namounts due the Lenders and the Administrative Agent under Section 2.08, Section 3.05 and Section 12.03) allowed in such judicial proceeding; and"} +{"idx": 68, "level": 3, "span": "(b)    to collect and receive any monies or other property payable or deliverable on any such claims and to\ndistribute the same;"} +{"idx": 68, "level": 3, "span": "(a)    irrevocably authorize the Administrative Agent to comply with the provisions of\nSection 12.18."} +{"idx": 68, "level": 3, "span": "(b)    authorize the Administrative Agent to execute and\ndeliver to the Loan Parties, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents as reasonably requested by such Loan Party in connection with any disposition of\nProperty to the extent such disposition is permitted by the terms of Section 9.11 or is otherwise authorized by the terms of the Loan Documents."} +{"idx": 68, "level": 2, "span": "ARTICLE XII"} +{"idx": 68, "level": 2, "span": "MISCELLANEOUS\nSection 12.01    Notices.\n(a)    Except in the case of notices and other communications expressly permitted to be given by telephone\n(and subject to Section 12.01(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by\nfax, as follows:\n(i)    if to the Borrower, to it at 16200 Park Row, Suite 300, Houston Texas 77084,\nAttention: Alan Townsend (Telephone No. (281) 675-3400;\n(ii)    if to the Administrative Agent or PNC Bank as the Issuing Bank, to it at Two Allen Center, 1200\nSmith Street, Suite 830, Houston, Texas 77002, Attention: Denise Davis (Facsimile No. (713) 658-3985)\nwith a copy to:\nAgency Services, PNC Bank, National Association, Mail Stop P7-PFSC-04-1, 500 First Avenue, Pittsburgh, PA 15219, Attention: Agency Services (Facsimile No. (412) 762-8672); and\n(iii)    if to any other Lender or Issuing Bank, to it at its address (or fax number) set forth in its\nAdministrative Questionnaire.\n(b)    Notices and other communications to the Lenders hereunder may be\ndelivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to ARTICLE II,\nARTICLE III, ARTICLE IV and ARTICLE V unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its\ndiscretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.\n(c)    Any party hereto may change its address or fax number for notices and other communications\nhereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.\nSection 12.02    Waivers; Amendments.\n(a)No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or Lender to exercise and no delay in\nexercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor\nshall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the\nAdministrative Agent, each other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this\nAgreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b), and then such waiver or consent shall be\neffective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of\nwhether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.\n(b)    Neither this Agreement nor any provision hereof nor any Loan Document nor any provision thereof may\nbe waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and/or the other applicable Loan Parties and the Majority Lenders or by the Borrower and/or the other applicable Loan Parties and\nthe Administrative Agent with the consent of the Majority Lenders; provided that no such agreement shall (i) increase the Commitment or Maximum Credit Amount of any Lender without the written consent of such Lender, (ii) except as\notherwise provided in Section 2.07, increase the Borrowing Base without the written consent of each non-Defaulting Lender, or decrease or maintain the Borrowing Base without the\nconsent of the Required Lenders (other than Defaulting Lenders); provided that a Scheduled Redetermination may be postponed by the Required Lenders, (iii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest\nthereon, or reduce any fees payable hereunder, or reduce any other Secured Obligations hereunder or under any other Loan Document, without the written consent of each Lender affected thereby,\n(iv) postpone the scheduled date of payment or prepayment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or any other Secured Obligations hereunder or under any other Loan\nDocument, or reduce the amount of, waive or excuse any such payment, or postpone or extend the Maturity Date or the Termination Date without the written consent of each Lender affected thereby, (v) change\nSection 4.01(b) or Section 4.01(c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (vi) waive or amend\nSection 3.04(c), Section 6.01, or Section 12.18 without the written consent of each Lender affected thereby (other than any Defaulting Lender), (vii) release any\nmaterial Guarantor (except as set forth in Section 11.10 or the Guaranty Agreement), release all or substantially all of the collateral (other than as provided in Section 11.10), or reduce the\npercentages set forth in Section 8.14(a), without the written consent of each Lender (other than any Defaulting Lender), (viii) change any of the provisions of this Section 12.02(b) or the\ndefinitions of “Majority Lenders” or “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Documents or\nmake any determination or grant any consent hereunder or any other Loan Documents, without the written consent of each Lender (other than any Defaulting Lender); or (ix) change Section 10.02(c) without the consent of\neach Person to whom a Secured Obligation is owed; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or Issuing Bank hereunder or under any other Loan\nDocument without the prior written consent of the Administrative Agent or Issuing Bank, as the case may be. Notwithstanding the foregoing, any supplement to any Schedule shall be effective simply by delivering to the Administrative Agent a\nsupplemental schedule clearly marked as such and, upon receipt, the Administrative Agent will promptly deliver a copy thereof to the Lenders. Notwithstanding the foregoing, the Borrower and the Administrative Agent may amend this Agreement or any\nother Loan Document without the consent of the Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Document.\nSection 12.03    Expenses, Indemnity; Damage Waiver.\n(a)The Borrower shall pay (i) all reasonable\nout-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the\nAdministrative Agent and its Affiliates and to the extent necessary as determined by the Administrative Agent, other outside consultants for the Administrative Agent, the reasonable travel, photocopy, mailing, courier, telephone and other similar\nexpenses, and the cost of environmental assessments and audits and surveys and appraisals, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both\nbefore and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents and any\namendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all costs, expenses, Taxes, assessments and other\ncharges incurred by the Administrative Agent in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein,\n(iii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or\nany demand for payment thereunder, (iv) all out-of-pocket expenses incurred by the Administrative Agent, any\nother Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any external counsel for the Administrative Agent, any other Agent, the Issuing Bank or any Lender in\nconnection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section 12.03 in connection with the Loans made or Letters of Credit\nissued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.\n(b)    THE BORROWER SHALL INDEMNIFY EACH AGENT, THE ARRANGER, THE ISSUING BANK AND EACH LENDER, AND\nEACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED\nEXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY OUTSIDE COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS\nAGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, (ii) THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR\nTHE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (iii) THE FAILURE OF THE BORROWER OR ANY LOAN PARTY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL\nREQUIREMENT, (iv) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWER OR ANY LOAN PARTIES SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION\nTHEREWITH, (v) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM, INCLUDING (A) ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH\nDEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, OR (B) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE,\nNON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (vi) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, (vii) THE OPERATIONS OF THE BUSINESS OF THE BORROWER OR\nANY OTHER LOAN PARTY BY SUCH PERSONS, (viii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, (ix) ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY OTHER LOAN\nPARTY OR ANY OF THEIR PROPERTIES OR OPERATIONS, INCLUDING THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS MATERIALS\nON OR AT ANY OF THEIR PROPERTIES, (x) THE BREACH OR NON-COMPLIANCE BY THE BORROWER OR ANY OTHER LOAN PARTY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY OTHER LOAN PARTY, (xi) THE PAST\nOWNERSHIP BY THE BORROWER OR ANY OTHER LOAN PARTY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME,\nCOULD RESULT IN PRESENT LIABILITY, (xii) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR\nDISPOSAL OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS MATERIALS ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THE BORROWER OR ANY OTHER LOAN PARTY OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY\nPROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OTHER LOAN PARTY, (xiii) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OTHER LOAN PARTY, (xiv) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH\nTHE LOAN DOCUMENTS, OR (xv) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY ANY LOAN PARTY,\nAND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN\nAFFIRMATIVE ACT OR AN OMISSION, INCLUDING ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES\nINCLUDING ORDINARY NEGLIGENCE; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY\nFINAL AND NONAPPEALABLE JUDGMENT TO (X) HAVE RESULTED FROM (1) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR (2) THE MATERIAL BREACH OF SUCH INDEMNITEE’S OBLIGATIONS UNDER THIS AGREEMENT OR THE OTHER LOAN\nDOCUMENTS OR (Y) RELATE TO TAXES, WHICH SHALL BE SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 5.03, OTHER THAN TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY\nNON-TAX CLAIM.\n(c)    To the extent that the Borrower fails to\npay any amount required to be paid by it to the Administrative Agent, any Agent, any Arranger or any Issuing Bank under Section 12.03(a) or (b), each Lender severally agrees to pay to the Administrative Agent, such\nAgent, such Arranger or such Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that\nthe unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Agent, such Arranger or such Issuing Bank in its capacity as such.\n(d)    To the extent permitted by applicable law, the Borrower shall not, and shall cause each Loan Party\nnot to, assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of,\nthis Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.\n(e)    All amounts due under this\nSection 12.03 shall be payable not later than 10 days after written demand and invoice therefor.\nSection 12.04    Successors and Assigns.\n(a)    The provisions of this Agreement shall be binding upon and inure to the benefit of the parties\nhereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or\nobligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or\notherwise transfer its rights or obligations hereunder except in accordance with this Section 12.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties\nhereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 12.04(c)) and, to the extent\nexpressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.\n(b)    (i) Subject to the conditions set forth in Section 12.04(b)(ii), any\nLender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior\nwritten consent of:\n(A)    the Borrower (such consent not to be unreasonably withheld),\nprovided that no consent of the Borrower shall be required if (1) an Event of Default has occurred and is continuing or (2) at any other time, such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;\nprovided further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent with five (5) Business Days after having received\nwritten notice thereof; and\n(B)    the Administrative Agent, provided that no consent of the\nAdministrative Agent shall be required for an assignment to an assignee that is a Lender immediately prior to giving effect to such assignment; and\n(C)    each Issuing Bank, provided that no consent of any Issuing Bank shall be required for an\nassignment to an assignee that is a Lender immediately prior to giving effect to such assignment.\n(ii)    Assignments shall be subject to the following additional conditions:\n(A)    except in the case of an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or an\nassignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with\nrespect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required\nif an Event of Default has occurred and is continuing;\n(B)    each partial assignment shall be made as an\nassignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;\n(C)    the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment\nand Assumption, together with a processing and recordation fee of $3,500; and\n(D)    the assignee, if\nit shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and\n(E)    the assignee must not be a natural person, a Defaulting Lender or an Affiliate or Subsidiary of the\nBorrower.\n(iii)    Subject to Section 12.04(b)(iv) and the acceptance and\nrecording thereof, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and\nobligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an\nAssignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of\nSection 5.01, Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement\nthat does not comply with this Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with\nSection 12.04(c).\n(iv)    The Administrative Agent, acting solely for this\npurpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of\nthe Lenders, and the Maximum Credit Amount of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the\nRegister shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for\nall purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. In\nconnection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such revised Annex I to the Borrower, the Issuing Bank and each Lender.\n(v)    Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and\nan assignee, the Assignee’s completed Administrative Questionnaire and, if required hereunder, applicable tax forms (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee\nreferred to in this Section 12.04(b) and any written consent to such assignment required by this Section 12.04(b), the Administrative Agent\nshall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this\nSection 12.04(b).\n(vi)    Notwithstanding the foregoing, no assignment or\nparticipation shall be made to any Loan Party or any Affiliate of a Loan Party.\n(c)    (i) Any Lender\nmay at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, Issuing Bank or any other Person, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates\nor Subsidiaries) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such\nLender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Administrative Agent, the\nIssuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) the selling Lender shall maintain the Participant\nRegister. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of\nthis Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to\nSection 12.02(b) that affects such Participant. In addition such agreement must provide that the Participant be bound by the provisions of Section 12.03. Subject to\nSection 12.04(c)(ii), the Borrower agrees that each Participant shall be entitled to the benefits of Section 5.01, Section 5.02 and Section 5.03\nto the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.04(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of\nSection 12.08 as though it were a Lender, provided such Participant agrees to be subject to Section 4.01(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely\nfor this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each\nParticipant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register\n(including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such\ndisclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries\nin the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding\nany notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.\n(ii)    A Participant shall not be entitled to receive any greater payment under\nSection 5.01 or Section 5.03 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement to a greater payment\nresults from a change in Law after such Participant acquired its\nparticipation. A Participant that would be a foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.03 unless such Participant agrees, for\nthe benefit of the Borrower, to comply with Section 5.03(f) as though it were a Lender (it being understood the documentation required under Section 5.03(f) shall be provided only to the selling\nLender).\n(d)    Any Lender may at any time pledge or assign a security interest in all or any portion\nof its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or a central bank, and this Section 12.04(d) shall not apply to any\nsuch pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a\nparty hereto.\n(e)    Notwithstanding any other provisions of this\nSection 12.04, no transfer or assignment of the interests or obligations of any Lender or any grant of participations therein shall be permitted if such transfer, assignment or grant would require the Borrower and the other\nLoan Parties to file a registration statement with the SEC or to qualify the Loans under the “Blue Sky” laws of any state.\nSection 12.05    Survival; Revival; Reinstatement.\n(a)    All covenants, agreements, representations and warranties made by the Loan Parties herein and in the\ncertificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of\nthis Agreement and the other Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any other\nAgent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or\nany accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit or other Secured Obligations are outstanding and so long as the Commitments have not expired or been\nterminated. The provisions of Section 5.01, Section 5.02, Section 5.03 and Section 12.03 and ARTICLE XI shall survive\nand remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement,\nany other Loan Document or any provision hereof or thereof.\n(b)    To the extent that any payments on\nthe Secured Obligations or proceeds of any collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law,\ncommon law or equitable cause, then to such extent, the Secured Obligations shall be revived and continue as if such payment or proceeds had not been received and the Administrative Agent’s and the Lenders’ Liens, security interests,\nrights, powers and remedies under this Agreement and each Loan Document shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstated and the Borrower shall, and shall cause each other Loan Party to,\ntake such action as may be reasonably requested by the Administrative Agent and the Lenders to effect such reinstatement.\nSection 12.06    Counterparts; Integration; Effectiveness.\n(a)    This Agreement may be executed in counterparts (and by different parties hereto on different\ncounterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.\n(b)    This Agreement, the other Loan Documents and any separate letter agreements with respect to fees\npayable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter\nhereof and thereof. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE\nARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.\n(c)    Except as provided in\nSection 6.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the\nsignatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this\nAgreement by fax or other similar electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.\nSection 12.07    Severability. Any provision of this Agreement or any other Loan Document held to be invalid,\nillegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions\nhereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.\nSection 12.08    Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender\nand each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and\nother obligations (of whatsoever kind, including obligations under Swap Agreements) at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any of and all the obligations of\nthe Borrower or any other Loan Party owed to such Lender now or hereafter existing under this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document\nand although such obligations may be unmatured. The rights of each Lender under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender or its Affiliates may\nhave.\nSection 12.09    GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.\n(a)    THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE\nSTATE OF TEXAS EXCEPT TO THE EXTENT THAT UNITED STATES FEDERAL LAW PERMITS ANY LENDER TO CONTRACT FOR, CHARGE, RECEIVE, RESERVE OR TAKE INTEREST AT THE RATE ALLOWED BY THE LAWS OF THE STATE WHERE SUCH LENDER IS LOCATED. CHAPTER 346 OF THE TEXAS\nFINANCE CODE (RELATING TO REVOLVING LOAN AND REVOLVING TRIPARTY ACCOUNTS), SHALL NOT APPLY TO THIS AGREEMENT OR ANY LOANS OR THE TRANSACTIONS CONTEMPLATED HEREBY.\n(b)    EACH PARTY HERETO HEREBY IRREVOCABLY AND\nUNCONDITIONALLY: SUBMITS (AND THE BORROWER SHALL CAUSE EACH LOAN PARTY TO SUBMIT) FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND\nENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE JURISDICTION OF THE STATE DISTRICT COURTS OF HARRIS COUNTY, TEXAS AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS AND APPELLATE COURTS FROM ANY THEREOF;\nPROVIDED, THAT NOTHING CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT WILL PREVENT ANY PARTY FROM BRINGING ANY ACTION TO ENFORCE ANY AWARD OR JUDGMENT OR EXERCISE ANY RIGHT UNDER THE LOAN DOCUMENTS IN ANY OTHER FORUM IN WHICH JURISDICTION CAN\nBE ESTABLISHED. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING\nIN SUCH RESPECTIVE JURISDICTIONS.\n(c)    EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF\nANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN SECTION 12.01 OR SUCH OTHER ADDRESS AS\nIS SPECIFIED PURSUANT TO SECTION 12.01 (OR ITS ASSIGNMENT AND ASSUMPTION), SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER OF A NOTE\nTO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION.\n(d)    EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED\nBY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM\nOR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OF COUNSEL FOR ANY PARTY\nHERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE LOAN\nDOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 12.09.\nSection 12.10    Headings. Article and Section headings and the\nTable of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.\nSection 12.11    Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders\n(severally and not jointly) agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including\naccountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and required to keep such Information confidential), (b) to the\nextent requested by any regulatory authority having authority over the Administrative Agent or any Lender, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to\nthis Agreement or any other Loan Document, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement\nof rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 12.11, to (i) any assignee of or Participant in, or any prospective assignee of\nor Participant in, any of its rights or obligations under this Agreement (provided that such Person agrees to be bound by the provisions of this Section 12.11) or (ii) any actual or prospective counterparty (or its\nadvisors) to any Swap Agreement relating to the Borrower and its obligations (provided that such Person agrees to be bound by the provisions of this Section 12.11), (g) with the consent of the Borrower or (h) to\nthe extent such Information (i) becomes publicly available other than as a result of a breach of this Section 12.11 or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a\nnonconfidential basis from a source other than the Borrower. For the purposes of this Section 12.11, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any\nSubsidiary and their businesses, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower or a Subsidiary; provided that, in the case\nof information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this\nSection 12.11 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own\nconfidential information.\nSection 12.12    Interest Rate Limitation. It is the intention of the parties\nhereto that each Lender and each Issuing Bank shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby would be usurious as to any Lender or any Issuing Bank under laws applicable to it (including\nthe laws of the United States of America and the State of Texas or any other jurisdiction whose laws may be mandatorily applicable to such Lender or such Issuing Bank notwithstanding the other provisions of this Agreement), then, in that event,\nnotwithstanding anything to the contrary in any of the Loan Documents or any agreement entered into in connection with or as security for the Notes, it is agreed as follows: (a) the aggregate of all consideration which constitutes interest\nunder law applicable to any Lender that is contracted for, taken, reserved, charged or received by such Lender or such Issuing Bank under any of the Loan Documents or agreements or otherwise in connection with the Loans or Notes shall under no\ncircumstances exceed the maximum amount allowed by such applicable law, and any excess shall be canceled automatically and if theretofore paid shall be credited by such Lender on the principal amount of the Secured Obligations (or, to the extent\nthat the principal amount of the Secured Obligations shall have been or would thereby be paid in full, refunded by such Lender or such Issuing Bank to the Borrower); and (b) in the event that the maturity of the Loans or Notes is accelerated by\nreason of an election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to any\nLender or any Issuing Bank may never\ninclude more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically by such Lender or\nsuch Issuing Bank as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by such Lender or such Issuing Bank on the principal amount of the Debt (or, to the extent that the principal amount of the Debt shall\nhave been or would thereby be paid in full, refunded by such Lender to the Borrower). All sums paid or agreed to be paid to any Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to\nsuch Lender or such Issuing Bank, be amortized, prorated, allocated and spread throughout the stated term of the Loans until payment in full so that the rate or amount of interest on account of any Loans hereunder does not exceed the maximum amount\nallowed by such applicable law. If at any time and from time to time (i) the amount of interest payable to any Lender or any Issuing Bank on any date shall be computed at the Highest Lawful Rate applicable to such Lender or such Issuing Bank\npursuant to this Section 12.12 and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to such Lender or such Issuing Bank would be less than the amount of interest\npayable to such Lender computed at the Highest Lawful Rate applicable to such Lender or such Issuing Bank, then the amount of interest payable to such Lender or such Issuing Bank in respect of such subsequent interest computation period shall\ncontinue to be computed at the Highest Lawful Rate applicable to such Lender or such Issuing Bank until the total amount of interest payable to such Lender shall equal the total amount of interest which would have been payable to such Lender or such\nIssuing Bank if the total amount of interest had been computed without giving effect to this Section 12.12. To the extent that Chapter 303 of the Texas Finance Code is relevant for the purpose of determining the\nHighest Lawful Rate applicable to any Lender or any Issuing Bank, such Lender or such Issuing Bank elects to determine the applicable rate ceiling under such Chapter by the weekly ceiling from time to time in effect. Chapter 346 of the Texas\nFinance Code does not apply to the Borrower’s obligations hereunder.\nSection 12.13    Collateral\nMatters; Swap Agreements. The benefit of the Security Instruments and of the provisions of this Agreement relating to any collateral securing the Secured Obligations shall also extend to and be available to the Secured Swap Providers in respect\nof the Secured Swap Agreements as set forth herein. Except as set forth in Section 12.02(b)(v), no Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of\nobligations owed to it under any such Swap Agreements.\nSection 12.14    No Third Party Beneficiaries.\nThis Agreement, the other Loan Documents, and the agreement of the Lenders to make Loans and any Issuing Bank to issue, amend, renew or extend Letters of Credit hereunder are solely for the benefit of the Borrower, and no other Person (including any\nother Loan Party of the Borrower, any obligor, contractor, subcontractor, supplier or materialsman) shall have any rights, claims, remedies or privileges hereunder or under any other Loan Document against the Administrative Agent, Issuing Bank or\nLender for any reason whatsoever. There are no third party beneficiaries.\nSection 12.15    EXCULPATION\nPROVISIONS. EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN\nDOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE\nNEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS"} +{"idx": 68, "level": 2, "span": "AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH\nLIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH\nPROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”\nSection 12.16    USA Patriot Act Notice.\nEach Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot\nAct”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in\naccordance with the Act.\nSection 12.17    Flood Insurance Provisions. Notwithstanding any provision in\nthis Agreement or any other Loan Document to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the\ndefinition of “Mortgaged Property” and no Building or Manufactured (Mobile) Home is hereby encumbered by this Agreement or any other Loan Document.\nSection 12.18    Releases.\n(a)    Release Upon Payment in Full. Upon the complete payment of the Secured Obligations (other\nthan (A) indemnity obligations not yet due and payable of which the Borrower has not received a notice of potential claim, (B) obligations arising under a Secured Swap Agreement and (C) obligations under Secured Cash Management\nAgreements not yet due and payable) and the termination of the Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank shall have been made), and the\ntermination of the Commitments under the Agreement, the Administrative Agent, at the written request and expense of the Borrower, will promptly release, reassign and transfer the Collateral to the Loan Parties.\n(b)    Further Assurances. If any of the Collateral shall be sold, transferred or otherwise disposed\nof by any Loan Party in a transaction permitted by the Loan Documents, then the Administrative Agent, at the request and sole expense of the applicable Loan Party, shall promptly execute and deliver to such Loan Party all releases or other documents\nreasonably necessary or desirable for the release of the Liens created by the applicable Security Instrument on such Collateral. At the request and sole expense of the Borrower, a Loan Party shall be released from its obligations under the Loan\nDocuments in the event that all the capital stock or other Equity Interests of such Loan Party shall be sold, transferred or otherwise disposed of in a transaction permitted by the Loan Documents; provided that the Borrower shall have\ndelivered to the Administrative Agent, at least five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Loan Party and the terms of the sale or other disposition in reasonable detail,\nincluding the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents.\nSection 12.19    Acknowledgement and Consent to Bail-In of EEA\nFinancial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial\nInstitution arising under any Loan Document may be subject to the Write-Down and\nConversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:\n(a)    the application of any Write-Down and Conversion Powers by\nan EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and\n(b)    the effects of any Bail-In Action on any such liability,\nincluding, if applicable:\n(i)    a reduction in full or in part or cancellation of any such liability;\n(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of\nownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with\nrespect to any such liability under this Agreement or any other Loan Document; or\n(iii)    the\nvariation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority."} +{"idx": 68, "level": 3, "span": "(a)    Release Upon Payment in Full\nUpon the complete payment of the Secured Obligations (other\nthan (A) indemnity obligations not yet due and payable of which the Borrower has not received a notice of potential claim, (B) obligations arising under a Secured Swap Agreement and (C) obligations under Secured Cash Management\nAgreements not yet due and payable) and the termination of the Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank shall have been made), and the\ntermination of the Commitments under the Agreement, the Administrative Agent, at the written request and expense of the Borrower, will promptly release, reassign and transfer the Collateral to the Loan Parties."} +{"idx": 68, "level": 3, "span": "(b)    Further Assurances\nIf any of the Collateral shall be sold, transferred or otherwise disposed\nof by any Loan Party in a transaction permitted by the Loan Documents, then the Administrative Agent, at the request and sole expense of the applicable Loan Party, shall promptly execute and deliver to such Loan Party all releases or other documents\nreasonably necessary or desirable for the release of the Liens created by the applicable Security Instrument on such Collateral. At the request and sole expense of the Borrower, a Loan Party shall be released from its obligations under the Loan\nDocuments in the event that all the capital stock or other Equity Interests of such Loan Party shall be sold, transferred or otherwise disposed of in a transaction permitted by the Loan Documents; provided that the Borrower shall have\ndelivered to the Administrative Agent, at least five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Loan Party and the terms of the sale or other disposition in reasonable detail,\nincluding the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents."} +{"idx": 68, "level": 3, "span": "(a)    the application of any Write-Down and Conversion Powers by\nan EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and"} +{"idx": 68, "level": 3, "span": "(b)    the effects of any Bail-In Action on any such liability,\nincluding, if applicable:"} +{"idx": 68, "level": 4, "span": "(i)    a reduction in full or in part or cancellation of any such liability;"} +{"idx": 68, "level": 4, "span": "(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of\nownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with\nrespect to any such liability under this Agreement or any other Loan Document; or"} +{"idx": 68, "level": 4, "span": "(iii)    the\nvariation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority."} +{"idx": 68, "level": 2, "span": "[SIGNATURES BEGIN NEXT PAGE]"} +{"idx": 68, "level": 1, "span": "SIGNATURE\nPAGE"} +{"idx": 68, "level": 1, "span": "CREDIT AGREEMENT"} +{"idx": 68, "level": 1, "span": "SIGNATURE\nPAGE"} +{"idx": 68, "level": 1, "span": "CREDIT AGREEMENT"} +{"idx": 68, "level": 1, "span": "SIGNATURE\nPAGE"} +{"idx": 68, "level": 1, "span": "CREDIT AGREEMENT"} +{"idx": 68, "level": 3, "span": "(a)    Except in the case of notices and other communications expressly permitted to be given by telephone\n(and subject to Section 12.01(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by\nfax, as follows:"} +{"idx": 68, "level": 4, "span": "(i)    if to the Borrower, to it at 16200 Park Row, Suite 300, Houston Texas 77084,\nAttention: Alan Townsend (Telephone No. (281) 675-3400;"} +{"idx": 68, "level": 4, "span": "(ii)    if to the Administrative Agent or PNC Bank as the Issuing Bank, to it at Two Allen Center, 1200\nSmith Street, Suite 830, Houston, Texas 77002, Attention: Denise Davis (Facsimile No. (713) 658-3985)"} +{"idx": 68, "level": 4, "span": "(iii)    if to any other Lender or Issuing Bank, to it at its address (or fax number) set forth in its\nAdministrative Questionnaire."} +{"idx": 68, "level": 3, "span": "(b)    Notices and other communications to the Lenders hereunder may be\ndelivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to ARTICLE II,\nARTICLE III, ARTICLE IV and ARTICLE V unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its\ndiscretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications."} +{"idx": 68, "level": 3, "span": "(c)    Any party hereto may change its address or fax number for notices and other communications\nhereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt."} +{"idx": 68, "level": 3, "span": "(b)    Neither this Agreement nor any provision hereof nor any Loan Document nor any provision thereof may\nbe waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and/or the other applicable Loan Parties and the Majority Lenders or by the Borrower and/or the other applicable Loan Parties and\nthe Administrative Agent with the consent of the Majority Lenders; provided that no such agreement shall (i) increase the Commitment or Maximum Credit Amount of any Lender without the written consent of such Lender, (ii) except as\notherwise provided in Section 2.07, increase the Borrowing Base without the written consent of each non-Defaulting Lender, or decrease or maintain the Borrowing Base without the\nconsent of the Required Lenders (other than Defaulting Lenders); provided that a Scheduled Redetermination may be postponed by the Required Lenders, (iii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest"} +{"idx": 68, "level": 3, "span": "(b)    THE BORROWER SHALL INDEMNIFY EACH AGENT, THE ARRANGER, THE ISSUING BANK AND EACH LENDER, AND\nEACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED\nEXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY OUTSIDE COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS\nAGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, (ii) THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR\nTHE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (iii) THE FAILURE OF THE BORROWER OR ANY LOAN PARTY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL\nREQUIREMENT, (iv) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWER OR ANY LOAN PARTIES SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION\nTHEREWITH, (v) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM, INCLUDING (A) ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH\nDEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, OR (B) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE,\nNON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (vi) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, (vii) THE OPERATIONS OF THE BUSINESS OF THE BORROWER OR\nANY OTHER LOAN PARTY BY SUCH PERSONS, (viii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, (ix) ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY OTHER LOAN\nPARTY OR ANY OF THEIR PROPERTIES OR OPERATIONS, INCLUDING THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS MATERIALS\nON OR AT ANY OF THEIR PROPERTIES, (x) THE BREACH OR NON-COMPLIANCE BY THE BORROWER OR ANY OTHER LOAN PARTY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY OTHER LOAN PARTY, (xi) THE PAST\nOWNERSHIP BY THE BORROWER OR ANY OTHER LOAN PARTY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME,"} +{"idx": 68, "level": 3, "span": "(c)    To the extent that the Borrower fails to\npay any amount required to be paid by it to the Administrative Agent, any Agent, any Arranger or any Issuing Bank under Section 12.03(a) or (b), each Lender severally agrees to pay to the Administrative Agent, such\nAgent, such Arranger or such Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that\nthe unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Agent, such Arranger or such Issuing Bank in its capacity as such."} +{"idx": 68, "level": 3, "span": "(d)    To the extent permitted by applicable law, the Borrower shall not, and shall cause each Loan Party\nnot to, assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of,\nthis Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof."} +{"idx": 68, "level": 3, "span": "(e)    All amounts due under this\nSection 12.03 shall be payable not later than 10 days after written demand and invoice therefor."} +{"idx": 68, "level": 3, "span": "(a)    The provisions of this Agreement shall be binding upon and inure to the benefit of the parties\nhereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or\nobligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or\notherwise transfer its rights or obligations hereunder except in accordance with this Section 12.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties\nhereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 12.04(c)) and, to the extent\nexpressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement."} +{"idx": 68, "level": 3, "span": "(b)    (i) Subject to the conditions set forth in Section 12.04(b)(ii), any\nLender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior\nwritten consent of:"} +{"idx": 68, "level": 4, "span": "(A)    the Borrower (such consent not to be unreasonably withheld),\nprovided that no consent of the Borrower shall be required if (1) an Event of Default has occurred and is continuing or (2) at any other time, such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;\nprovided further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent with five (5) Business Days after having received\nwritten notice thereof; and"} +{"idx": 68, "level": 4, "span": "(B)    the Administrative Agent, provided that no consent of the\nAdministrative Agent shall be required for an assignment to an assignee that is a Lender immediately prior to giving effect to such assignment; and"} +{"idx": 68, "level": 4, "span": "(C)    each Issuing Bank, provided that no consent of any Issuing Bank shall be required for an\nassignment to an assignee that is a Lender immediately prior to giving effect to such assignment."} +{"idx": 68, "level": 4, "span": "(ii)    Assignments shall be subject to the following additional conditions:"} +{"idx": 68, "level": 4, "span": "(A)    except in the case of an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or an\nassignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with\nrespect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required\nif an Event of Default has occurred and is continuing;"} +{"idx": 68, "level": 4, "span": "(B)    each partial assignment shall be made as an\nassignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;"} +{"idx": 68, "level": 4, "span": "(C)    the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment\nand Assumption, together with a processing and recordation fee of $3,500; and"} +{"idx": 68, "level": 4, "span": "(D)    the assignee, if\nit shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and"} +{"idx": 68, "level": 4, "span": "(E)    the assignee must not be a natural person, a Defaulting Lender or an Affiliate or Subsidiary of the\nBorrower."} +{"idx": 68, "level": 4, "span": "(iii)    Subject to Section 12.04(b)(iv) and the acceptance and\nrecording thereof, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and\nobligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an\nAssignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of\nSection 5.01, Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement\nthat does not comply with this Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with\nSection 12.04(c)."} +{"idx": 68, "level": 4, "span": "(iv)    The Administrative Agent, acting solely for this\npurpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of\nthe Lenders, and the Maximum Credit Amount of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the\nRegister shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for\nall purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. In\nconnection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such revised Annex I to the Borrower, the Issuing Bank and each Lender."} +{"idx": 68, "level": 4, "span": "(v)    Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and\nan assignee, the Assignee’s completed Administrative Questionnaire and, if required hereunder, applicable tax forms (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee"} +{"idx": 68, "level": 4, "span": "(vi)    Notwithstanding the foregoing, no assignment or\nparticipation shall be made to any Loan Party or any Affiliate of a Loan Party."} +{"idx": 68, "level": 3, "span": "(c)    (i) Any Lender\nmay at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, Issuing Bank or any other Person, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates\nor Subsidiaries) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such\nLender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Administrative Agent, the\nIssuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) the selling Lender shall maintain the Participant\nRegister. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of\nthis Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to\nSection 12.02(b) that affects such Participant. In addition such agreement must provide that the Participant be bound by the provisions of Section 12.03. Subject to\nSection 12.04(c)(ii), the Borrower agrees that each Participant shall be entitled to the benefits of Section 5.01, Section 5.02 and Section 5.03\nto the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.04(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of\nSection 12.08 as though it were a Lender, provided such Participant agrees to be subject to Section 4.01(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely\nfor this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each\nParticipant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register\n(including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such\ndisclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries\nin the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding\nany notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register."} +{"idx": 68, "level": 4, "span": "(ii)    A Participant shall not be entitled to receive any greater payment under\nSection 5.01 or Section 5.03 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement to a greater payment\nresults from a change in Law after such Participant acquired its"} +{"idx": 68, "level": 3, "span": "(d)    Any Lender may at any time pledge or assign a security interest in all or any portion\nof its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or a central bank, and this Section 12.04(d) shall not apply to any\nsuch pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a\nparty hereto."} +{"idx": 68, "level": 3, "span": "(e)    Notwithstanding any other provisions of this\nSection 12.04, no transfer or assignment of the interests or obligations of any Lender or any grant of participations therein shall be permitted if such transfer, assignment or grant would require the Borrower and the other\nLoan Parties to file a registration statement with the SEC or to qualify the Loans under the “Blue Sky” laws of any state."} +{"idx": 68, "level": 3, "span": "(a)    All covenants, agreements, representations and warranties made by the Loan Parties herein and in the\ncertificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of\nthis Agreement and the other Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any other\nAgent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or\nany accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit or other Secured Obligations are outstanding and so long as the Commitments have not expired or been\nterminated. The provisions of Section 5.01, Section 5.02, Section 5.03 and Section 12.03 and ARTICLE XI shall survive\nand remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement,\nany other Loan Document or any provision hereof or thereof."} +{"idx": 68, "level": 3, "span": "(b)    To the extent that any payments on\nthe Secured Obligations or proceeds of any collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law,\ncommon law or equitable cause, then to such extent, the Secured Obligations shall be revived and continue as if such payment or proceeds had not been received and the Administrative Agent’s and the Lenders’ Liens, security interests,\nrights, powers and remedies under this Agreement and each Loan Document shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstated and the Borrower shall, and shall cause each other Loan Party to,\ntake such action as may be reasonably requested by the Administrative Agent and the Lenders to effect such reinstatement."} +{"idx": 68, "level": 3, "span": "(a)    This Agreement may be executed in counterparts (and by different parties hereto on different\ncounterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract."} +{"idx": 68, "level": 3, "span": "(b)    This Agreement, the other Loan Documents and any separate letter agreements with respect to fees\npayable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter\nhereof and thereof. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE\nARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES."} +{"idx": 68, "level": 3, "span": "(c)    Except as provided in\nSection 6.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the\nsignatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this\nAgreement by fax or other similar electronic means shall be effective as delivery of a manually executed counterpart of this Agreement."} +{"idx": 68, "level": 3, "span": "(a)    THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE\nSTATE OF TEXAS EXCEPT TO THE EXTENT THAT UNITED STATES FEDERAL LAW PERMITS ANY LENDER TO CONTRACT FOR, CHARGE, RECEIVE, RESERVE OR TAKE INTEREST AT THE RATE ALLOWED BY THE LAWS OF THE STATE WHERE SUCH LENDER IS LOCATED. CHAPTER 346 OF THE TEXAS\nFINANCE CODE (RELATING TO REVOLVING LOAN AND REVOLVING TRIPARTY ACCOUNTS), SHALL NOT APPLY TO THIS AGREEMENT OR ANY LOANS OR THE TRANSACTIONS CONTEMPLATED HEREBY."} +{"idx": 68, "level": 3, "span": "(b)    EACH PARTY HERETO HEREBY IRREVOCABLY AND\nUNCONDITIONALLY: SUBMITS (AND THE BORROWER SHALL CAUSE EACH LOAN PARTY TO SUBMIT) FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND\nENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE JURISDICTION OF THE STATE DISTRICT COURTS OF HARRIS COUNTY, TEXAS AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS AND APPELLATE COURTS FROM ANY THEREOF;\nPROVIDED, THAT NOTHING CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT WILL PREVENT ANY PARTY FROM BRINGING ANY ACTION TO ENFORCE ANY AWARD OR JUDGMENT OR EXERCISE ANY RIGHT UNDER THE LOAN DOCUMENTS IN ANY OTHER FORUM IN WHICH JURISDICTION CAN\nBE ESTABLISHED. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING\nIN SUCH RESPECTIVE JURISDICTIONS."} +{"idx": 68, "level": 3, "span": "(c)    EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF\nANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN SECTION 12.01 OR SUCH OTHER ADDRESS AS\nIS SPECIFIED PURSUANT TO SECTION 12.01 (OR ITS ASSIGNMENT AND ASSUMPTION), SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER OF A NOTE\nTO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION."} +{"idx": 68, "level": 3, "span": "(d)    EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED\nBY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM\nOR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OF COUNSEL FOR ANY PARTY\nHERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE LOAN\nDOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 12.09."} +{"idx": 68, "level": 1, "span": "ANNEX I"} +{"idx": 68, "level": 2, "span": "LIST OF MAXIMUM CREDIT AMOUNTS"} +{"idx": 68, "level": 4, "span": "Aggregate Maximum Credit Amounts"} +{"idx": 68, "level": 1, "span": "ANNEX I -\n1"} +{"idx": 68, "level": 1, "span": "EXHIBIT A"} +{"idx": 68, "level": 2, "span": "FORM OF NOTE\n[            ], 201[    ]\nFOR VALUE RECEIVED, ROSEHILL OPERATING COMPANY, LLC, a Delaware limited liability company (the “Borrower”), hereby promises\nto pay to [                    ] (the “Lender”), at the principal office of PNC BANK, NATIONAL ASSOCIATION (the\n“Administrative Agent”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal sum equal to the amount of such Lender’s Maximum Credit Amount, or, if greater or less, the aggregate\nunpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit\nAgreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the\ndates provided in the Credit Agreement.\nThe date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the\nLender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any\ncontinuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the\nvalidity of such transfer by any Lender of this Note.\nThis Note is one of the Notes referred to in the Credit Agreement dated as of\nApril 27, 2017 among the Borrower, the Administrative Agent, and the lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement, as the same may be amended, amended and restated,\nmodified, or otherwise supplemented from time to time, the “Credit Agreement”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement.\nThis Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits\nprovided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions\nspecified therein and other provisions relevant to this Note."} +{"idx": 68, "level": 4, "span": "[Signature page follows.]"} +{"idx": 68, "level": 1, "span": "Exhibit A"} +{"idx": 68, "level": 2, "span": "\n– Page 1 "} +{"idx": 68, "level": 4, "span": "THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS."} +{"idx": 68, "level": 5, "span": "ROSEHILL OPERATING COMPANY, LLC"} +{"idx": 68, "level": 5, "span": "ROSEHILL OPERATING COMPANY, LLCROSEHILL OPERATING COMPANY, LLC\nBy:\nName:\nTitle:"} +{"idx": 68, "level": 1, "span": "Exhibit A"} +{"idx": 68, "level": 2, "span": "\n– Page 2 "} +{"idx": 68, "level": 1, "span": "EXHIBIT B"} +{"idx": 68, "level": 2, "span": "FORM OF BORROWING REQUEST\n[            ], 201[    ]\nROSEHILL OPERATING COMPANY, LLC, a Delaware limited liability company (the “Borrower”), pursuant to Section 2.03 of the\nCredit Agreement dated as of April 27, 2017 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, PNC Bank, National Association, as Administrative\nAgent and the lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows:\n(1)    Aggregate amount of the requested Borrowing is $[        ];\n(2)    Date of such Borrowing is [            ],\n201[    ];\n(3)    Requested Borrowing is to be [a Base Rate Borrowing] [a LIBOR Rate Borrowing];\n(4)    In the case of a LIBOR Rate Borrowing, the initial Interest Period applicable thereto is\n[                    ];\n(5)    Amount of the Borrowing Base in effect on the date hereof is $[        ];\n(6)    Total Revolving Credit Exposures on the date hereof (without regard to the requested Borrowing) is\n$[        ]; and\n(7)    Pro forma total Revolving Credit Exposures (giving\neffect to the requested Borrowing) is $[        ]; and\n(8)    Location and\nnumber of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05 of the Credit Agreement, is as follows:\n[                     ]\n[                     ]\n[                     ]\n[                     ]\n[                     ]"} +{"idx": 68, "level": 4, "span": "Exhibit "} +{"idx": 68, "level": 5, "span": "B\n– Page 1 \nThe undersigned certifies that he/she is the\n[                    ] of the Borrower, and that as such he/she is authorized to execute this request on behalf of the Borrower. The undersigned\nfurther certifies, represents and warrants on behalf of the Borrower, and not in his or her individual capacity, that the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement."} +{"idx": 68, "level": 5, "span": "(1)    Aggregate amount of the requested Borrowing is $[        ];"} +{"idx": 68, "level": 5, "span": "(2)    Date of such Borrowing is [            ],\n201[    ];"} +{"idx": 68, "level": 5, "span": "(3)    Requested Borrowing is to be [a Base Rate Borrowing] [a LIBOR Rate Borrowing];"} +{"idx": 68, "level": 5, "span": "(4)    In the case of a LIBOR Rate Borrowing, the initial Interest Period applicable thereto is\n[                    ];"} +{"idx": 68, "level": 5, "span": "(5)    Amount of the Borrowing Base in effect on the date hereof is $[        ];"} +{"idx": 68, "level": 5, "span": "(6)    Total Revolving Credit Exposures on the date hereof (without regard to the requested Borrowing) is\n$[        ]; and"} +{"idx": 68, "level": 5, "span": "(7)    Pro forma total Revolving Credit Exposures (giving\neffect to the requested Borrowing) is $[        ]; and"} +{"idx": 68, "level": 5, "span": "(8)    Location and\nnumber of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05 of the Credit Agreement, is as follows:"} +{"idx": 68, "level": 2, "span": "ROSEHILL OPERATING COMPANY, LLC"} +{"idx": 68, "level": 2, "span": "ROSEHILL OPERATING COMPANY, LLCROSEHILL OPERATING COMPANY, LLC\nBy:\nName:\nTitle:"} +{"idx": 68, "level": 4, "span": "Exhibit "} +{"idx": 68, "level": 5, "span": "B\n– Page 2 "} +{"idx": 68, "level": 1, "span": "EXHIBIT C"} +{"idx": 68, "level": 2, "span": "FORM OF INTEREST ELECTION REQUEST\n[            ], 201[    ]\nROSEHILL OPERATING COMPANY, LLC, a Delaware limited liability company (the “Borrower”), pursuant to Section 2.04 of the\nCredit Agreement dated as of April 27, 2017 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, PNC Bank, National Association, as Administrative\nAgent and the lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby makes an Interest Election Request as follows:\n(i)    The Borrowing to which this Interest Election Request applies, and if different options are being elected with\nrespect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information specified pursuant to (iii) and (iv) below shall be specified for each resulting Borrowing) is\n[                     ];\n(ii)    The effective date of the election made pursuant to this Interest Election Request is\n[            ], 201[    ];[and]\n(iii)    The resulting Borrowing is to be [a Base Rate Borrowing] [a LIBOR Rate Borrowing][; and]\n[(iv)    [If the resulting Borrowing is a LIBOR Rate Borrowing] The Interest Period applicable to the resulting\nBorrowing after giving effect to such election is [                    ]].\nThe undersigned certifies that he/she is the\n[                    ] of the Borrower, and that as such he/she is authorized to execute this request on behalf of the Borrower. The undersigned\nfurther certifies, represents and warrants on behalf of the Borrower, and not in his or her individual capacity, that the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement."} +{"idx": 68, "level": 5, "span": "(i)    The Borrowing to which this Interest Election Request applies, and if different options are being elected with\nrespect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information specified pursuant to (iii) and (iv) below shall be specified for each resulting Borrowing) is\n[                     ];"} +{"idx": 68, "level": 5, "span": "(ii)    The effective date of the election made pursuant to this Interest Election Request is\n[            ], 201[    ];[and]"} +{"idx": 68, "level": 5, "span": "(iii)    The resulting Borrowing is to be [a Base Rate Borrowing] [a LIBOR Rate Borrowing][; and]"} +{"idx": 68, "level": 2, "span": "ROSEHILL OPERATING COMPANY, LLC"} +{"idx": 68, "level": 2, "span": "ROSEHILL OPERATING COMPANY, LLCROSEHILL OPERATING COMPANY, LLC\nBy:\nName:\nTitle:"} +{"idx": 68, "level": 1, "span": "Exhibit\nC"} +{"idx": 68, "level": 2, "span": " – Solo Page "} +{"idx": 68, "level": 1, "span": "EXHIBIT D"} +{"idx": 68, "level": 2, "span": "FORM OF"} +{"idx": 68, "level": 2, "span": "COMPLIANCE\nCERTIFICATE"} +{"idx": 68, "level": 4, "span": "[            ], 20[    ]\nThe undersigned hereby certifies that he/she is the\n[                    ] of Rosehill Operating Company, LLC, a Delaware limited liability company (the “Borrower”), and that as such\nhe/she is authorized to execute this certificate on behalf of the Borrower. With reference to the Credit Agreement dated as of April 27, 2017 (together with all amendments, restatements, supplements or other modifications thereto being the\n“Agreement”) among the Borrower, PNC Bank, National Association, as Administrative Agent, and the lenders (the “Lenders”) which are or become a party thereto, the undersigned certifies on behalf of the Borrower, and\nnot in his or her individual capacity, as follows (each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified):\n1    There exists no Default or Event of Default [or specify Default and describe].\n2    Attached hereto are the detailed computations necessary to determine whether the Borrower is in compliance with\nSection 9.01 of the Credit Agreement as of the end of the [fiscal quarter][fiscal year] ending [                    ].\n3.    There have been no changes in GAAP or in the application thereof since the date of the most recently delivered\nfinancial statements referred to in Section 8.01(a) and (b) of the Credit Agreement [other than as described below:].\nEXECUTED AND\nDELIVERED as of the date first written above."} +{"idx": 68, "level": 3, "span": "3.    There have been no changes in GAAP or in the application thereof since the date of the most recently delivered\nfinancial statements referred to in Section 8.01(a) and (b) of the Credit Agreement [other than as described below:]."} +{"idx": 68, "level": 2, "span": "ROSEHILL OPERATING COMPANY, LLC"} +{"idx": 68, "level": 2, "span": "ROSEHILL OPERATING COMPANY, LLCROSEHILL OPERATING COMPANY, LLC\nBy:\nName:\nTitle:"} +{"idx": 68, "level": 1, "span": "Exhibit\nD"} +{"idx": 68, "level": 2, "span": " – Solo Page "} +{"idx": 68, "level": 1, "span": "EXHIBIT E"} +{"idx": 68, "level": 2, "span": "FORM OF"} +{"idx": 68, "level": 2, "span": "SOLVENCY\nCERTIFICATE"} +{"idx": 68, "level": 4, "span": "TO:\nPNC Bank, National Association, as Administrative AgentApril 27, 2017\nThis Solvency Certificate is executed and delivered pursuant to Section 6.01(i) of the Credit Agreement\ndated as of the date hereof (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), among Rosehill Operating Company, LLC, a Delaware limited liability company (“Borrower”), the\nLenders from time to time party thereto, and PNC Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined have the meanings given such terms in the Credit Agreement.\nThe undersigned, in his or her capacity as a Responsible Officer of Borrower, in that capacity only and not in his or her individual capacity,\ndoes hereby certify as of the date hereof, and based upon facts and circumstances as they exist as of the date hereof, that, after giving effect to the Borrowings under the Credit Agreement:\n(a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or\nany similar arrangement), at a fair valuation, of the Loan Parties, taken as a whole, will exceed the aggregate Debt of the Loan Parties on a consolidated basis, as the Debt becomes absolute and matures;\n(b) each Loan Party has not incurred nor intends to incur, and does not believe that it will incur, Debt beyond its ability to pay such\nDebt (after taking into account the timing and amounts of cash to be received by it and the amounts to be payable on or in respect of its liabilities, and giving effect to amounts that could reasonably be received by reason of indemnity, offset,\ninsurance or any similar arrangement) as such Debt becomes absolute and matures; and\n(c) each Loan Party does not have (and does not\nhave any reason to believe that it will have hereafter) unreasonably small capital for the conduct of its business."} +{"idx": 68, "level": 5, "span": "[Remainder of Page\nIntentionally Left Blank; Signature Page Follows]"} +{"idx": 68, "level": 4, "span": "(a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or\nany similar arrangement), at a fair valuation, of the Loan Parties, taken as a whole, will exceed the aggregate Debt of the Loan Parties on a consolidated basis, as the Debt becomes absolute and matures;"} +{"idx": 68, "level": 4, "span": "(b) each Loan Party has not incurred nor intends to incur, and does not believe that it will incur, Debt beyond its ability to pay such\nDebt (after taking into account the timing and amounts of cash to be received by it and the amounts to be payable on or in respect of its liabilities, and giving effect to amounts that could reasonably be received by reason of indemnity, offset,\ninsurance or any similar arrangement) as such Debt becomes absolute and matures; and"} +{"idx": 68, "level": 4, "span": "(c) each Loan Party does not have (and does not\nhave any reason to believe that it will have hereafter) unreasonably small capital for the conduct of its business."} +{"idx": 68, "level": 1, "span": "Exhibit\nE"} +{"idx": 68, "level": 2, "span": " – Page 1 "} +{"idx": 68, "level": 2, "span": "IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first\nwritten above."} +{"idx": 68, "level": 1, "span": "EXHIBIT H-1"} +{"idx": 68, "level": 2, "span": "FORM OF U.S. TAX COMPLIANCE CERTIFICATE"} +{"idx": 68, "level": 1, "span": "Exhibit\nH-1"} +{"idx": 68, "level": 2, "span": " – Solo Page "} +{"idx": 68, "level": 1, "span": "EXHIBIT H-2"} +{"idx": 68, "level": 2, "span": "FORM OF U.S. TAX COMPLIANCE CERTIFICATE"} +{"idx": 68, "level": 1, "span": "Exhibit\nH-2"} +{"idx": 68, "level": 2, "span": " – Solo Page "} +{"idx": 68, "level": 1, "span": "EXHIBIT H-3"} +{"idx": 68, "level": 2, "span": "FORM OF U.S. TAX COMPLIANCE CERTIFICATE"} +{"idx": 68, "level": 1, "span": "Exhibit\nH-3"} +{"idx": 68, "level": 2, "span": " – Solo Page "} +{"idx": 68, "level": 1, "span": "EXHIBIT H-4"} +{"idx": 68, "level": 2, "span": "FORM OF U.S. TAX COMPLIANCE CERTIFICATE"} +{"idx": 68, "level": 1, "span": "Exhibit\nH-4"} +{"idx": 68, "level": 2, "span": " – Solo Page "} diff --git a/data/auto_parse/level_freeze/frozen/idx_69.jsonl b/data/auto_parse/level_freeze/frozen/idx_69.jsonl new file mode 100644 index 0000000..7a83a38 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_69.jsonl @@ -0,0 +1,9 @@ +{"idx": 69, "level": 1, "span": "2017 AFI RSU | CASH (NON-US/CHINA)"} +{"idx": 69, "level": 1, "span": "2017 Long-Term Time-Based Restricted Stock Unit Grant"} +{"idx": 69, "level": 1, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 69, "level": 1, "span": "2016 LONG-TERM INCENTIVE PLAN"} +{"idx": 69, "level": 1, "span": "TIME-BASED RESTRICTED STOCK UNIT GRANT"} +{"idx": 69, "level": 1, "span": "TERMS AND CONDITIONS"} +{"idx": 69, "level": 0, "span": "employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its subsidiaries or affiliates, and details of all awards in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”).\n(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative."} +{"idx": 69, "level": 1, "span": "* * *"} +{"idx": 69, "level": 3, "span": "(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country\nThe Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative."} diff --git a/data/auto_parse/level_freeze/frozen/idx_70.jsonl b/data/auto_parse/level_freeze/frozen/idx_70.jsonl new file mode 100644 index 0000000..10d9e44 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_70.jsonl @@ -0,0 +1,10 @@ +{"idx": 70, "level": 1, "span": "Form for Non-Employee Directors"} +{"idx": 70, "level": 1, "span": "ROSEHILL RESOURCES INC."} +{"idx": 70, "level": 1, "span": "LONG-TERM INCENTIVE PLAN"} +{"idx": 70, "level": 1, "span": "RESTRICTED STOCK GRANT NOTICE"} +{"idx": 70, "level": 1, "span": "Note"} +{"idx": 70, "level": 0, "span": ": To accept the grant of\nthe Restricted Shares, you must execute this Grant Notice and return an executed copy to the Company, 16200 Park Row, Suite 300, Houston, Texas, 77084, by             . \n[Remainder of Page Intentionally Blank;\nSignature Page Follows]"} +{"idx": 70, "level": 1, "span": "A-2"} +{"idx": 70, "level": 1, "span": "IN WITNESS WHEREOF"} +{"idx": 70, "level": 1, "span": "SIGNATURE PAGE TO"} +{"idx": 70, "level": 1, "span": "RESTRICTED STOCK GRANT NOTICE"} diff --git a/data/auto_parse/level_freeze/frozen/idx_71.jsonl b/data/auto_parse/level_freeze/frozen/idx_71.jsonl new file mode 100644 index 0000000..853cea0 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_71.jsonl @@ -0,0 +1,32 @@ +{"idx": 71, "level": 0, "span": "AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT\nThis Amendment No. 1 (this “Amendment”) to the Third Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of Station Holdco LLC (the “Company”) shall solely be effective as of February 28, 2017. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to such terms in the LLC Agreement."} +{"idx": 71, "level": 1, "span": "RECITALS"} +{"idx": 71, "level": 1, "span": "WHEREAS\n, pursuant to Section 14.1 of the LLC Agreement, the Managing Member and the holders of a majority of the outstanding LLC Units (other than the Managing Member) desires to amend the LLC Agreement upon the terms and conditions hereinafter set forth herein."} +{"idx": 71, "level": 1, "span": "NOW, THEREFORE\n, the LLC Agreement is hereby amended as follows:"} +{"idx": 71, "level": 2, "span": "ARTICLE I"} +{"idx": 71, "level": 1, "span": "AMENDMENTS TO LLC AGREEMENT"} +{"idx": 71, "level": 2, "span": "Section 11.2\n of the LLC Agreement is hereby amended to eliminate subsection (a) thereof and to amend and restate the first sentence of subsection (c) thereof to read as follows in its entirety: \n“The Company and the Members agree that, for a period of two (2) years following the consummation of the IPO, the aggregate number of shares of Class A Common Stock issued or issuable in connection with awards made pursuant to the Equity Incentive Plan, any successor plan thereto, or otherwise (other than awards made in substitution of awards issued pursuant to the Company’s Profit Unit Plan that were outstanding prior to the consummation of the IPO) shall not exceed 50% of the total number of shares of Class A Common Stock reserved for issuance pursuant to the Equity Incentive Plan.”"} +{"idx": 71, "level": 2, "span": "ARTICLE II"} +{"idx": 71, "level": 2, "span": "MISCELLANEOUS\nSection 2.1    Effect on the LLC Agreement. Except as amended and modified herein, the LLC Agreement remains in full force and effect.\nSection 2.2    Miscellaneous. Article 15 of the LLC Agreement shall apply mutatis mutandis to this Amendment."} +{"idx": 71, "level": 2, "span": "[Remainder of this page is intentionally left blank]"} +{"idx": 71, "level": 3, "span": "RED ROCK RESORTS, INC.\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 71, "level": 3, "span": "FI STATION INVESTOR LLC\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 71, "level": 3, "span": "FERTITTA BUSINESS MANAGEMENT LLC\nBy: /s/ FRANK J. FERTITTA III \nName:    Frank J. Fertitta III\nTitle:    General Manager"} +{"idx": 71, "level": 3, "span": "FERTITTA BUSINESS MANAGEMENT LLC\nBy: /s/ LORENZO J. FERTITTA \nName:    Lorenzo J. Fertitta\nTitle:    General Manager"} +{"idx": 71, "level": 3, "span": "STATION CASINOS BLOCKER I, LLC\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 71, "level": 3, "span": "STATION CASINOS BLOCKER II, LLC\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 71, "level": 3, "span": "STATION CASINOS BLOCKER III, LLC\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 71, "level": 3, "span": "STATION CASINOS BLOCKER IV, LLC\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 71, "level": 3, "span": "STATION CASINOS BLOCKER V, LLC\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 71, "level": 3, "span": "STATION CASINOS BLOCKER VI, LLC\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 71, "level": 3, "span": "STATION CASINOS BLOCKER VII, LLC\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 71, "level": 3, "span": "STATION CASINOS BLOCKER VIII, LLC\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} diff --git a/data/auto_parse/level_freeze/frozen/idx_72.jsonl b/data/auto_parse/level_freeze/frozen/idx_72.jsonl new file mode 100644 index 0000000..62e3c66 --- /dev/null +++ b/data/auto_parse/level_freeze/frozen/idx_72.jsonl @@ -0,0 +1,8 @@ +{"idx": 72, "level": 0, "span": "STOCK AGREEMENT\nThis Stock Agreement (the “Agreement”), dated as of April 13, 2017, confirms our understanding with respect to the issuance of Common Stock of Liberated Syndication Inc. (the “Company”) to Christopher Spencer (the “employee”) with respect to the matters set forth herein.\nThe Board of directors has awarded 1,500,000 shares of the Company’s common stock (the “stock”), subject to certain milestones and forfeiture clauses, to the employee.  In an effort to incentivize the employee, the Board of Directors has set forth the follow milestones and forfeiture clauses for these shares of stock.\n1.    $25 Million Market Cap\nWhen the company obtains a $25Million average market cap for any 5 consecutive days, the employee will retain 25% of the stock (375,000 shares).  If not obtained within 12 months of the date of this agreement, 25% of the stock will be forfeited by the employee."} +{"idx": 72, "level": 2, "span": "2.    $50 Million Market Cap\nWhen the company obtains a $50Million average market cap for any 5 consecutive days, the employee will retain 25% of the stock (375,000 shares).  If not obtained within 18 months of the date of this agreement, 25% of the stock will be forfeited by the employee."} +{"idx": 72, "level": 2, "span": "3.    $75 Million Market Cap\nWhen the company obtains a $75Million average market cap for any 5 consecutive days, the employee will retain 25% of the stock (375,000 shares).  If not obtained within 24 months of the date of this agreement, 25% of the stock will be forfeited by the employee."} +{"idx": 72, "level": 2, "span": "4.    Up-list to NASDAQ\nThe date the Company up-lists to NASDAQ, the employee will retain 25% of the stock (375,000 shares).  If not obtained within 24 months of the date of this agreement, 25% of the stock will be forfeited by the employee."} +{"idx": 72, "level": 2, "span": "1.    $25 Million Market Cap"} +{"idx": 72, "level": 1, "span": "ACCEPTED AND AGREED TO:"} +{"idx": 72, "level": 1, "span": "Christopher Spencer\nBy: /s/ Christopher Spencer\nName: Christopher Spencer"} +{"idx": 72, "level": 1, "span": "Liberated Syndication Inc.\nBy:  /s/ John G. Smith\nName:  John G. Smith\nTitle:  Board Member and Chair of Compensation Committee"} diff --git a/data/auto_parse/level_freeze/state.json b/data/auto_parse/level_freeze/state.json index 0ba57dc..87d7c94 100644 --- a/data/auto_parse/level_freeze/state.json +++ b/data/auto_parse/level_freeze/state.json @@ -1,5 +1,5 @@ { - "current_idx": 35, + "current_idx": 73, "frozen": [ 0, 1, @@ -35,7 +35,45 @@ 31, 32, 33, - 34 + 34, + 35, + 36, + 37, + 38, + 39, + 40, + 41, + 42, + 43, + 44, + 45, + 46, + 47, + 48, + 49, + 50, + 51, + 52, + 53, + 54, + 55, + 56, + 57, + 58, + 59, + 60, + 61, + 62, + 63, + 64, + 65, + 66, + 67, + 68, + 69, + 70, + 71, + 72 ], "history": [ { @@ -542,6 +580,480 @@ "action": "advance", "from_idx": 34, "to_idx": 35 + }, + { + "ts": "2026-05-10T03:28:54", + "action": "freeze", + "idx": 35, + "n_records": 37 + }, + { + "ts": "2026-05-10T03:28:54", + "action": "advance", + "from_idx": 35, + "to_idx": 36 + }, + { + "ts": "2026-05-10T03:34:34", + "action": "freeze", + "idx": 36, + "n_records": 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"from_idx": 61, + "to_idx": 62 + }, + { + "ts": "2026-05-10T06:43:23", + "action": "freeze", + "idx": 62, + "n_records": 59 + }, + { + "ts": "2026-05-10T06:43:38", + "action": "freeze", + "idx": 62, + "n_records": 59 + }, + { + "ts": "2026-05-10T06:43:39", + "action": "advance", + "from_idx": 62, + "to_idx": 63 + }, + { + "ts": "2026-05-10T06:48:04", + "action": "freeze", + "idx": 63, + "n_records": 193 + }, + { + "ts": "2026-05-10T06:48:26", + "action": "advance", + "from_idx": 63, + "to_idx": 64 + }, + { + "ts": "2026-05-10T06:58:56", + "action": "freeze", + "idx": 64, + "n_records": 59 + }, + { + "ts": "2026-05-10T06:58:57", + "action": "advance", + "from_idx": 64, + "to_idx": 65 + }, + { + "ts": "2026-05-10T07:02:38", + "action": "freeze", + "idx": 65, + "n_records": 208 + }, + { + "ts": "2026-05-10T07:02:45", + "action": "advance", + "from_idx": 65, + "to_idx": 66 + }, + { + "ts": "2026-05-10T07:09:11", + "action": "freeze", + "idx": 66, + "n_records": 21 + }, + { + "ts": "2026-05-10T07:09:12", + "action": "advance", + "from_idx": 66, + "to_idx": 67 + }, + { + "ts": "2026-05-10T07:15:26", + "action": "freeze", + "idx": 67, + "n_records": 68 + }, + { + "ts": "2026-05-10T07:15:27", + "action": "advance", + "from_idx": 67, + "to_idx": 68 + }, + { + "ts": "2026-05-10T07:21:42", + "action": "freeze", + "idx": 68, + "n_records": 483 + }, + { + "ts": "2026-05-10T07:21:43", + "action": "advance", + "from_idx": 68, + "to_idx": 69 + }, + { + "ts": "2026-05-10T07:29:56", + "action": "freeze", + "idx": 69, + "n_records": 9 + }, + { + "ts": "2026-05-10T07:29:57", + "action": "advance", + "from_idx": 69, + "to_idx": 70 + }, + { + "ts": "2026-05-10T07:36:11", + "action": "freeze", + "idx": 70, + "n_records": 10 + }, + { + "ts": "2026-05-10T07:36:12", + "action": "advance", + "from_idx": 70, + "to_idx": 71 + }, + { + "ts": "2026-05-10T07:42:26", + "action": "freeze", + "idx": 71, + "n_records": 32 + }, + { + "ts": "2026-05-10T07:42:27", + "action": "advance", + "from_idx": 71, + "to_idx": 72 + }, + { + "ts": "2026-05-10T07:48:41", + "action": "freeze", + "idx": 72, + "n_records": 8 + }, + { + "ts": "2026-05-10T07:48:43", + "action": "advance", + "from_idx": 72, + "to_idx": 73 } ] } diff --git a/data/auto_parse/level_freeze/turns/prompt_idx35_20260510T025611.md b/data/auto_parse/level_freeze/turns/prompt_idx35_20260510T025611.md new file mode 100644 index 0000000..f4e617a --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx35_20260510T025611.md @@ -0,0 +1,378 @@ +# clause-extract level-tuning loop — dispatch for idx=35 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=35 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=35, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 35 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34] + +### Source-of-truth excerpt for idx=35 + +``` + + + + + Exhibit + + + Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is dated as of March 24, 2017, by and between Mylan Inc. (the “Company” or “Mylan”) and Daniel M. Gallagher (“Executive”). RECITALS: WHEREAS, the Company wishes to employ Executive as Chief Legal Officer and Global General Counsel but may be interested in utilizing Executive in other capacities, in order to avail itself of Executive’s skills and abilities in light of the Company’s business needs; and WHEREAS, the Company is engaged in a business which is global in nature, involving businesses, business lines, operations, sales, customers, suppliers, manufacturing, research, technology, and intellectual property located throughout the United States and internationally; and NOW, THEREFORE, in consideration of the promises and mutual obligations of the parties contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows: 1. Employment of Executive; Best Efforts . The Company agrees to employ Executive, and Executive accepts employment by the Company, as of April 1, 2017 (the “Effective Date”), on the terms and conditions provided herein. Effective as of the Effective Date, Executive shall serve as Chief Legal Officer and Global General Counsel, or in such other capacity that permits the Company to avail itself of Executive’s skills and abilities in light of the Company’s business needs and consistent with the terms and conditions provided herein. In such roles, Executive shall have the duties, roles and responsibilities traditionally assigned to or commensurate with such roles and shall report to the Chief Executive Officer of Mylan N.V. Executive’s principal office shall be in the Washington, D.C. metropolitan area, provided Executive shall travel in connection with his employment in accordance with the reasonable direction of the Chief Executive Officer of Mylan N.V., commensurate with the activities of his position. 2.      Effective Date: Term of Employment . This Agreement shall commence and be effective as of the Effective Date and shall remain in effect, unless earlier terminated in accordance with the terms of this Agreement, through the first anniversary of the Effective Date (the “First Anniversary”). Thereafter, this Agreement shall automatically renew for one (1) year periods (each additional annual period referred to as a “Renewal Term”) unless this Agreement is terminated in accordance with the terms of this Agreement. For purposes of this Agreement, “Term of Employment” shall mean the period commencing on the Effective Date and ending on the date this Agreement is terminated in accordance with Section 9(e) of this Agreement or the date Executive’s employment and/or this Agreement is otherwise terminated. If for any reason Executive is not employed by the Company on the Effective Date, this Agreement shall be null and void and of no force and effect. 3.      Performance of Duties; Best Efforts . During the term of this Agreement, Executive shall devote his full working time and attention to the business and affairs of Mylan and the performance of his duties hereunder, serve Mylan faithfully and to the best of his ability, and use his best efforts to promote Mylan’s interests. During the term of this Agreement, Executive agrees to promptly and fully disclose to Mylan, and not to divert to Executive’s own use or benefit or the use or benefit of others, any business opportunities involving any existing or prospective line of business, customer, supplier, product, or activity of Mylan or any business opportunities that otherwise could be afforded to Mylan. 4.      Executive’s Compensation . Executive’s compensation shall be the following: (a)      Annual Base Salary . Executive’s annual base salary (the “Annual Base Salary”) shall be Eight-Hundred Thousand Dollars ($800,000), payable in accordance with the Company’s normal payroll practices. The Annual Base Salary may be increased from time to time at the discretion of the Compensation Committee (the “Committee”) of the Board of Directors of Mylan N.V. (the “Board”), or any other committee or individual authorized by the Board. (b)      Annual Bonus . Executive shall be eligible to participate in the Company’s annual discretionary executive incentive or bonus plan as in effect from time to time, with the opportunity to receive an annual award in respect of each fiscal year of the Company ending during the Term of Employment in accordance with the terms and conditions of such plan and subject to Executive’s continued employment with the Company through the date such award is paid, with a target bonus opportunity equal to 115% of Annual Base Salary. Any such discretionary bonus shall be paid no later than March 15th of the year following the fiscal year to which the annual award relates. Subject to the discretion of the Committee or the Board (or their appropriate delegates), Executive shall be eligible to receive a full annual award, without proration, in respect of fiscal year 2017. (c)      Equity Awards . On the date of the first regularly scheduled meeting of the Committee or the Board following the Effective Date, in accordance with applicable law, Executive will be granted an equity award with a grant date target value equal to 400% of Annual Base Salary (the “Initial Annual Equity Award”). The Initial Annual Equity Award shall be comprised of a mix of awards consistent with the awards granted to the executive officers of Mylan N.V. in 2017, with terms determined in the sole discretion of the Committee or the Board, and with the grant date, grant date price and, if applicable, exercise price, determined by the Committee or the Board, and otherwise subject to the terms and conditions of Mylan’s Amended and Restated 2003 Long-Term Incentive Plan. Executive shall be eligible to receive futu + +[... source-of-truth truncated for prompt ...] + +pursuant to this Agreement during the six-month period immediately following Executive’s termination of employment shall instead be paid on the first business day after the date that is six months following Executive’s termination of employment (or death, if earlier). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year; provided , however , that with respect to any reimbursements for any taxes which Executive would become entitled to under the terms of the Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the calendar year following the calendar year in which Executive remits the related taxes. The provisions of Section 8 of the Transition and Succession Agreement between Executive and the Company shall be deemed incorporated into this Agreement mutatis mutandi. 21.      Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and shall in no way affect the interpretation of any of the terms or conditions of this Agreement. 22.      Execution in Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Signature page follows] 14 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year first above mentioned, to be effective as of the Effective Date. MYLAN INC.   EXECUTIVE: /s/ Heather Bresch   /s/ Daniel M. Gallagher By: Heather Bresch   By: Daniel M. Gallagher Its: Chief Executive Officer     15 + +``` + +### Current parser output for idx=35 + +``` +(no parser output yet for idx=35 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=35 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=35. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 36 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 36` parses idxs 0..35 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=35.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=35" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 35' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=35 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 35 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=35 and EXIT. + DO NOT continue with idx=35+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=35, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=35+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx36_20260510T033021.md b/data/auto_parse/level_freeze/turns/prompt_idx36_20260510T033021.md new file mode 100644 index 0000000..78f242a --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx36_20260510T033021.md @@ -0,0 +1,443 @@ +# clause-extract level-tuning loop — dispatch for idx=36 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=36 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=36, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 36 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35] + +### Source-of-truth excerpt for idx=36 + +``` + + EX-10.27 + + + Exhibit 10.27 + SIXTH AMENDMENT TO OFFICE LEASE + This Sixth Amendment to Office Lease (the “ Sixth Amendment ”), dated May 10, 2017, is made by and between DOUGLAS +EMMETT 2008, LLC, a Delaware limited liability company (“ Landlord ”), and BLACKLINE SYSTEMS, INC., a California corporation (“ Tenant ”). + WHEREAS, A. Landlord, pursuant +to the provisions of that certain Office Lease, dated November 22, 2010 and a certain Memorandum of Lease Term Dates and Rent dated April 21, 2011 (the “ Original Memorandum ”, and collectively, the “ Original +Lease ”); as amended by a certain First Amendment to Office Lease dated August 14, 2012 (the “ First Amendment ”); as further amended by a certain Second Amendment to Office Lease dated December 26, 2013 (the +“ Second Amendment ”) and as further amended by a certain Third Amendment to Office Lease dated June 24, 2014, (the “ Third Amendment ”), as further amended by a certain Fourth Amendment to Office Lease dated +January 29, 2015 (the “ Fourth Amendment ”), a Memorandum Of Lease Term Dates And Rent dated May 12, 2015 (“ Memorandum Re Third Amendment ”), a Fifth Amendment to Office Lease dated October 6, 2016 (the +“ Fifth Amendment ”, and together with the Original Lease, Original Memorandum, the First Amendment, Second Amendment, Third Amendment, Memorandum Re Third Amendment, and Fourth Amendment, the “ Lease ”), leased to +Tenant and Tenant leased from Landlord space in the property located at 21300 Victory Boulevard, Woodland Hills, California 91367 (the “ Building ”), commonly known as Suites 1000, 1100, and 1200 (collectively, the “ Existing +Premises ”); B. Tenant wishes to expand its occupancy within the Building to include a lease of the Ninth Floor Expansion +Premises (as defined below in this Sixth Amendment); and C. The Term of the Lease for the Existing Premises expires at midnight on +January 31, 2023, which Term shall be extended for twelve (12) months as provided in this Sixth Amendment to be co-terminus with Tenant’s lease of the Ninth Floor Expansion Premises. + Landlord and Tenant, for their mutual benefit, wish to revise certain other covenants and provisions of the Lease. + NOW, THEREFORE, in consideration of the covenants and provisions contained herein, and other good and valuable consideration, the sufficiency of which +Landlord and Tenant hereby acknowledge, Landlord and Tenant agree: 1. Confirmation of Defined Terms. Unless modified herein, all terms previously +defined and capitalized in the Lease shall hold the same meaning for the purposes of this Sixth Amendment. 2. Ninth Floor Expansion Premises; +Must-Take Increments. As used in this Sixth Amendment, the “ Ninth Floor Expansion Premises ” shall mean the entire ninth (9 th ) floor of the Building which shall be designated +as Suite 900. The Ninth Floor Expansion Premises are depicted on Exhibit A attached hereto and made a part hereof by this reference. The Usable Area of the Ninth Floor Expansion Premises is 20,171 square feet and the Rentable Area of the Ninth Floor +Expansion Premises is 22,094 square feet. Tenant’s occupancy and obligation to pay Rent for the Ninth Floor Expansion Premises shall occur in three phases on the dates set forth below in Section 5.3: the first phase, consisting of a +Rentable Area of 10,000 square feet (“ Ninth Floor Expansion Premises A ”), which for Landlord’s internal accounting purposes only shall be designated as Suite 900A; the second phase, consisting of a Rentable Area of 6,047 square +feet (“ Ninth Floor Expansion Premises B ”), which for Landlord’s internal accounting purposes only shall be designated as Suite 900B and the third phase, consisting of 6,047 square feet (“ Ninth Floor Expansion Premises +C ”), which for Landlord’s internal accounting purposes only shall be designated as Suite 900C. Upon the Ninth Floor Expansion Premises Delivery Date (as defined below in Section 3.1), Tenant shall be entitled to construct certain +Improvements in the entire Ninth Floor Expansion Premises in accordance with Exhibit B attached hereto and made a part hereof by this reference. The rentable square footage for each has been stipulated to by the parties. Landlord represents and +warrants that the Usable Area of the Ninth Floor Expansion Premises has been measured by Stevenson Systems, Inc., an independent planning firm, using the 2010 ANSI/BOMA Standard set forth collectively by the American National Standards Institute and +the Building Owners and Managers Association, as a guideline. + + + SIXTH AMENDMENT TO OFFICE LEASE (continued) +   + 3. Delivery Date; Lease Term for Ninth Floor Expansion Premises. + 3.1 Delivery Date. The date Landlord grants Tenant exclusive use of and full access to the Ninth Floor Expansion Premises in the +condition required in Section 3.2 below shall be referred to as the “ Ninth Floor Expansion Premises Delivery Date ”. The actual Ninth Floor Expansion Premises Delivery Date, once established, shall be documented in a letter +prepared by Landlord and executed by Landlord and Tenant promptly after the Ninth Floor Expansion Premises Delivery Date occurs. The anticipated Ninth Floor Expansion Premises Delivery Date is July 15, 2017. Landlord represents and warrants to +Tenant that Suite 955 (a portion of the Ninth Floor Expansion Premises comprised of 1,254 rentable square feet) is currently occupied by a tenant pursuant to a lease with Landlord (the “ Suite 955 Lease ”). No other premises on the +ninth floor of the Building is occupied or leased or in any way encumbered (except to the extent encumbered by the deed of trust of Bank of America, N.A. as identified in the Bank of America, N.A. SNDA (as defined in Section 9.5 below)). +Commencing not later than the date of mutual execution of this Sixth Amendment, Landlord shall, at Landlord’s sole cost and expense, use its diligent best efforts to enforce the relocation provisions of the Suite 955 Lease, relocate the +existing tenant to + +[... source-of-truth truncated for prompt ...] + +uired step down transformers and panel boards within the Building’s electrical closets for distribution of the power +requirement set forth in the Lease. Tenant, at its own cost and expense shall have the right to install additional electrical power capacity of electrical power capacity (including panels and transformers), if needed, subject to Landlord’s +prior review and written approval of the plans and specifications for the same; 3. Adequate capacity for Code required egress lighting and exit lighting. + 4. The Building’s main duct loop(s) to be properly insulated with aluminum foil facing, with return air and smoke and fire dampers as required by +Code. 5. The noise levels within the Ninth Floor Expansion Premises shall not exceed NC 35. + 6. Landlord to provide sprinkler protection consisting of mains, laterals and uprights installed, at a minimum, in numbers according to Code for unoccupied +space. 7. Building fire protection and fire/life safety alarm and communication system installed according to Code as of the date the Building was +certified for occupancy. 8. Life safety infrastructure including panels and power sources. Landlord to provide adequate electrical capacity within the +Building’s fire alarm system to provide for Tenant’s fire life safety requirements on each floor of the Ninth Floor Expansion Premises, subject to Landlord’s review of Tenant’s Plans and Specifications. + 9. All hazardous materials removed or encapsulated in compliance with Code. + 10. Illuminated exit signage at stairwells as required by Code. + 11. All exterior windows (including, without limitation, all panels) in the Ninth Floor Expansion Premises, and all window coverings and treatments for such +windows in the Ninth Floor Expansion Premises, shall be delivered in good condition and working order. +   C-1 + + + EXHIBIT D + LOCATION OF ELECTRIC VEHICLE CHARGING STATION   + + + +   D-1 + + + EXHIBIT E + RESERVED PARKING LOCATION   + + + +   E-1 + +``` + +### Current parser output for idx=36 + +``` +(no parser output yet for idx=36 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=36 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=36. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 37 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 37` parses idxs 0..36 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=36.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=36" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 36' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=36 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 36 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=36 and EXIT. + DO NOT continue with idx=36+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=36, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=36+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx37_20260510T033737.md b/data/auto_parse/level_freeze/turns/prompt_idx37_20260510T033737.md new file mode 100644 index 0000000..771f4bf --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx37_20260510T033737.md @@ -0,0 +1,380 @@ +# clause-extract level-tuning loop — dispatch for idx=37 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=37 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=37, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 37 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36] + +### Source-of-truth excerpt for idx=37 + +``` + + + + + Exhibit + + + 2017 AFI PSA (CASH FLOW) – Tier I 2017 Long-Term Performance-Based Restricted Stock Grant Performance Goals Based on Cumulative Free Cash Flow Company Confidential ARMSTRONG FLOORING, INC. 2500 Columbia Ave., P.O. Box 3025 Lancaster, PA 17604 717.672.9611       First Name Middle Name Last Name   I am pleased to inform you that the Company’s Management Development and Compensation Committee granted you the following: Date of Grant: March 7, 2017 Target Performance Shares (" Target  Award"): [] Maximum Performance Shares ("Maximum Award"): [Insert number of shares equal to 300% of Target Award] Performance Period (" Performance  Period"): January 1, 2017 through December 31, 2019 This award recognizes the importance of your role in achieving the Company’s long-term strategy and is subject to the terms of the 2016 Long-Term Incentive Plan and the award agreement. The award agreement consists of this grant letter with the Performance Goals attached as Exhibit A and the Terms and Conditions attached as Exhibit B . The Performance Shares will be earned by achieving Performance Goals based on Cumulative Free Cash Flow and Absolute Annualized Total Stockholder Return (“ Absolute TSR ”), subject to your continued employment as described in the Terms and Conditions. The Committee has established the Performance Goals set forth on Exhibit A , which allow you to earn up to the Maximum Award. To the extent the Performance Goals are achieved and you satisfy the employment requirements, the earned Performance Shares will vest in accordance with the vesting terms set forth in the Terms and Conditions. The Company will withhold shares to satisfy your tax obligations unless you provide a payment to cover the tax withholding obligation. If the Company pays cash dividends while you hold the Performance Shares before vesting, the dividends on shares attributable to the Performance Shares will accrue in a non-interest bearing bookkeeping account. You will receive a cash payment equal to the accrued dividends at the end of the Performance Period, adjusted for the number of Performance Shares that become earned and vested. Employment Events The following chart is a summary of the provisions which apply to this award in connection with termination of employment. The following is only a summary, and in the event of termination of employment, the award will be governed by the Terms and Conditions. Event Provisions ■ Voluntary Resignation ■ Termination for Cause All Performance Shares and accrued dividends are forfeited. ■ Involuntary Termination Without Cause If termination occurs after 10 months following the Date of Grant, then to the extent that the Performance Goals are achieved, Performance Shares and accrued dividends are earned pro-rata, based on the period of employment; otherwise the Performance Shares and accrued dividends are forfeited. ■ Death ■ Long-Term Disability To the extent that the Performance Goals are achieved, Performance Shares and accrued dividends are earned pro-rata, based on the period of employment. After a Change in Control: ■ Involuntary Termination Without Cause ■ Death ■ Long-Term Disability Performance Shares calculated upon the Change in Control and accrued dividends are earned as described in Exhibit A . In the event of any inconsistency between the foregoing summary and the Terms and Conditions or the 2016 Long-Term Incentive Plan, the Terms and Conditions or the 2016 Long-Term Incentive Plan, as applicable, will govern. Capitalized terms used but not defined in this grant letter will have the meanings set forth in the 2016 Long-Term Incentive Plan or the Terms and Conditions, as applicable. As described in the Terms and Conditions, if and to the extent that the terms of this award agreement conflict with the terms of a change in control agreement or employment agreement between you and the Company, the terms of this award agreement shall supersede the terms of the change in control agreement or employment agreement . Please contact Lisa DeMascola (717-672-7394) if you have questions. Sincerely, Donald R. Maier President and Chief Executive Officer The information contained in this letter is confidential and any discussion, distribution or use of this information is prohibited. Exhibit A Performance Goals Cumulative Free Cash Flow : Cumulative Free Cash Flow is defined as cash flow from operations, less cash used in investing activities, as determined by the Committee. Cumulative Free Cash Flow Performance Scale   Performance Level   Payout Below $66M   0% $66M   50% $94M   100% $165M   200% Adjustment to Cumulative Free Cash Flow Performance Goal based on Absolute Annualized Total Shareholder Return : Absolute Annualized Total Shareholder Return (“ Absolute TSR ”) is a modifier of the Performance Goal. The Cumulative Free Cash Flow performance results shall be adjusted as described below to determine the actual number of Performance Shares that are earned based on attainment of the Cumulative Free Cash Flow and Absolute TSR Performance Goals. Absolute TSR tracks the appreciation in share price of the Company Stock, including dividends, and is annualized for the Performance Period, as determined by the Committee. Specifically, Absolute TSR is calculated based on the following formula:     ^(1.3) -1 For purposes of the Absolute TSR calculation: • “Ending Share Price” means the volume weighted average closing price of the Company Stock for the highest consecutive 30 trading days in the 60 trading day period beginning with and immediately following January 2, 2020. • “Aggregate Dividends” means a cumulative number of shares of Company Stock assuming same day reinvestment in Company Stock on the ex-dividend date of the dividends paid on a share of Company Stock during the Performance Period. • “Starting Share Price” means the volume weig + +[... source-of-truth truncated for prompt ...] + +13.      Assignment . The Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Shares, except to a successor grantee in the event of the Grantee’s death. 14.      Section 409A . The Grant Letters and these Grant Conditions are intended to be exempt from section 409A of the Code. Notwithstanding the foregoing, if the Performance Shares or related dividends constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Shares and related dividends shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder, consistent with Section 20(h) of the Plan. 15.      Successors . The provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event. 16.      Governing Law . The validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle. * * * + +``` + +### Current parser output for idx=37 + +``` +(no parser output yet for idx=37 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=37 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=37. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 38 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 38` parses idxs 0..37 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=37.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=37" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 37' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=37 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 37 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=37 and EXIT. + DO NOT continue with idx=37+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=37, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=37+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx38_20260510T034805.md b/data/auto_parse/level_freeze/turns/prompt_idx38_20260510T034805.md new file mode 100644 index 0000000..b152ee0 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx38_20260510T034805.md @@ -0,0 +1,514 @@ +# clause-extract level-tuning loop — dispatch for idx=38 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=38 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=38, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 38 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37] + +### Source-of-truth excerpt for idx=38 + +``` + + + +svra-ex1016_267.htm + + + + + Exhibit 10.16 +   + CONSULTING SERVICES AGREEMENT +   + THIS CONSULTING SERVICES AGREEMENT (this “ Agreement ”) is made effective as of April 24__, 2017 (the “ Effective Date ”) by and between SAVARA INC. , a Delaware corporation having a principal place of business at 900 S. Capital of Texas Highway, Suite 150, Austin, Texas 78746 USA (“ Savara ”), and Edwin L Parsley, DO, an individual having a principal place of business at 3972 Albatross #303, San Diego, CA 92103 (“ Consultant ”) (each herein referred to individually as a “Party,” or collectively as the “Parties”). +   + BACKGROUND: +   + + + + +   + + A. + + Pursuant to that certain Agreement and Plan of Merger and Reorganization, dated January 6, 2017, by and among Mast Therapeutics, Inc. (“Mast”), Victoria Merger Corp. (“Merger Sub”), a wholly-owned subsidiary of Mast, and Savara Inc., on or about April 21, 2017, Merger Sub merged with and into Savara, with Savara becoming a wholly-owned subsidiary of Mast (the “Merger”), and concurrently with the Merger, Mast changed its name to “Savara Inc.” and Savara Inc., the wholly-owned subsidiary, changed its name to “[Aravas Inc.]” +   + + + + +   + + B. + + Prior to the Merger, Consultant served as Mast and Aire’s Chief Medical Officer and has expertise relevant to Savara’s business. +   + + + + +   + + C. + + Savara now desires to engage Consultant to provide services, and Consultant is willing to perform such services, on and subject to the terms and conditions set forth in this Agreement. +   + NOW, THEREFORE, intending to be legally bound, and in consideration of the mutual promises contained herein, the Parties agree as follows: +   + 1. Consulting Services . +   + 1.1. Consultant will provide the services described on the attached Schedule A (the “ Services ”) to Savara and its Affiliates (as defined in Section 10.2 below).  If mutually agreed upon in writing by amendment to this Agreement, Consultant also will perform as part of the Services other services and duties assigned by Savara to Consultant from time to time.  Consultant will report to Savara’s Chief Operating Officer (“COO”) or his designee.   +   + 1.2. When providing the Services, Consultant will comply with Savara’s policies, standards, rules, and regulations, as they may exist from time to time and that are applicable to independent contractors.  Consultant will perform the Services to the best of his abilities and in a diligent, trustworthy, businesslike, and efficient manner, exercising due care in the performance of Services and rendering them in accordance with prevailing professional standards and ethics. +   + 1.3. Consultant has no authority to enter into any contracts or instruments, or to create any obligations that are binding upon Savara. +   +   +   + 2. Compensation . +   + 2.1. Compensation .  As compensation for the Services, Savara will pay to Consultant the amounts specified in the attached Schedule B to this Agreement. All payments provided for under this Agreement are intended to be exempt from or otherwise comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and + + + + + SAVARA-CONSULTANT + + CSA + + PAGE 1 + + +   + + guidance thereunder (together, “Section 409A”) so that none of the payments to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Each payment under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. +   + 2.2. Payments .  Payments due to Consultant under this Agreement will be made at the times specified in the attached Schedule B to this Agreement.  Invoices are to be submitted together with all appropriate supporting documentation to via e-mail to accountspayable@savarapharma.com.  Upon Savara’s request, Consultant will submit a copy of the invoice and any supporting documentation to Savara at the address set forth in this Agreement, Attention: Account Payable. +   + 2.3. Withholdings .  Consultant will at all times be an independent contractor and not an agent or employee of Savara.  As such, Consultant acknowledges that Savara will not withhold or deduct any amount from compensation to pay any federal, state, or local taxes and Consultant will not be eligible for any employee benefits, including, but not limited to, paid time off, sick leave, medical insurance, and 401k participation.  Consultant has sole responsibility to and will pay taxes, if any, and file returns as are required in accordance with applicable laws and regulations. +   + 2.4. Company Equipment .  While consultant will be expected to provide their own equipment, Savara in its discretion will provide access to certain company-owned laptop computer and other equipment and software to Consultant for use in provision of Services, in which event the computer, related software and equipment will remain the property of Savara and Consultant will use the assigned items for Savara business exclusively.  Upon expiration or termination of this Agreement, Consultant promptly will return the items to Savara if requested. +   + 3. Expenses .   Savara will reimburse Consultant for reasonable “out-of-pocket” expenses ordinary and necessary in nature, including mileage at the standard IRS rate, which Consultant incurs at Savara’s request in the course of performing the Services.  Reimbursement payments are subject to Consultant’s compliance with Savara’s policies in effect from time to time regarding travel, entertainment, and other business expenses and the reporting and documentation of expenses.  Air travel will be economy plus (or similar class) within the continental United States and otherwise will be business class. +   + 4. Term and Termination .   Consultant’s engagement under this Agreement commences on t + +[... source-of-truth truncated for prompt ...] + +conferences as requested and representation as a medical expert on AIR001 and nitrite science at investor conferences and meetings as requested. + Preparation and assistance in submission of regulatory required documents for Mast Therapeutics, Inc. asset Vepoloxamer, to complete close out of activities and assist in possible divestiture of the asset. + s + Other Items as Requested +   + Savara and Consultant acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, Consultant shall have no obligation to provide any minimum amount of hours in performance of Services to Savara.  Consultant does not intend to devote more than 30 hours per week during the duration of the agreement unless requested by Savara. +   + SCHEDULE B +   + COMPENSATION FOR CONSULTING SERVICES +   + For Services provided under this Agreement Savara shall pay Consultant:   +   + + + + +   + + • + + A rate of $230 per hour for Services rendered after 27 April 2017. + Travel time for trips out of San Diego County, California requested by Savara will be billed at $115 per hour.  For clarity, travel time shall include only time in transit between Consultant’s principal office and destination. Time spent during travel actively performing Services shall be billed at Consultant’s labor rate as set forth above.   +   + Payments due to Consultant under this Agreement will be made by Savara as follows: +   + + + + +   + + • + + After 27 April, 2017, Consultant will submit invoices to Savara on a bi-weekly basis for Services performed, and payment will be due within ten (10) days of Savara’s receipt of such an invoice; and + + + + +   + + • + + Consultant will submit invoices and appropriate supporting documentation relating to travel time and expenses, if any, on a bi-weekly basis and payment will be due within ten (10) days of Savara’s receipt of any such invoice together with appropriate supporting documentation. +   + + + + + SAVARA-CONSULTANT + + CSA + + PAGE 9 + + +   + +``` + +### Current parser output for idx=38 + +``` +(no parser output yet for idx=38 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=38 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=38. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 39 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 39` parses idxs 0..38 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=38.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=38" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 38' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=38 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 38 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=38 and EXIT. + DO NOT continue with idx=38+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=38, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=38+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx39_20260510T035644.md b/data/auto_parse/level_freeze/turns/prompt_idx39_20260510T035644.md new file mode 100644 index 0000000..0e5bd27 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx39_20260510T035644.md @@ -0,0 +1,469 @@ +# clause-extract level-tuning loop — dispatch for idx=39 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=39 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=39, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 39 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38] + +### Source-of-truth excerpt for idx=39 + +``` + + EX-10.1 + + + Exhibit 10.1 + RODIN GLOBAL PROPERTY TRUST, INC. + ESCROW AGREEMENT THIS +ESCROW AGREEMENT (this “ Agreement ”), is made and entered into as of March 23, 2017, by and among Rodin Global Property Trust, Inc., a Maryland corporation (the “ Company ”), Cantor Fitzgerald & Co., +a New York general partnership, as dealer manager for the Company (the “ Dealer Manager ”), and UMB Bank, N.A., as escrow agent (the “ Escrow Agent ”). + WHEREAS , the Company proposes to offer for sale (the “ Offering ”), on a continuing basis, up to $1,000,000,000 in +Class A shares, Class I shares and Class T shares of the Company’s common stock, par value $0.01 per share (collectively, the “ Shares ”) (excluding the shares of its common stock to be offered and sold pursuant to +the Company’s distribution reinvestment plan), pursuant to the terms of the prospectus (the “ Prospectus ”) attached hereto as Exhibit  A and contained in the registration statement on Form S-11 (File 333-214130), as amended, originally filed with the Securities and Exchange Commission on October 17, 2016 under the Securities Act of 1933; + WHEREAS , the Dealer Manager is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. +(“ FINRA ”) and has entered into an agreement with the Company and Cantor Fitzgerald Investors, LLC to serve as the dealer manager for the Offering (the “ DMA ”) and will offer the Shares through a network of +participating broker-dealers that are registered under applicable federal and state securities laws and that are members of FINRA (the “ Dealers ”); + WHEREAS , it is anticipated that investors will subscribe for the Shares and will provide the Dealers with subscription payments for +such Shares (the “ Subscription Payments ”), which subscriptions will be contingent upon (i) their respective acceptances by the Company and (ii) the Company’s acceptance of Subscription Payments aggregating $2,000,000 +(the “ Minimum Amount ”) in Shares sold and deposited into escrow before one year from the date of the Prospectus; + WHEREAS , the Company, the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers desire to deposit funds +contributed by the Subscribers (as defined below) with the Escrow Agent, to be held for the benefit of the Subscribers (as defined below) and the Company until such time as subscriptions for the Minimum Amount have been deposited into escrow or +otherwise in accordance with the terms of this Agreement; WHEREAS, funds received from residents of the Commonwealth of +Pennsylvania (the “ Pennsylvania Subscribers ”) will remain in the Escrow Account (as defined below) until the conditions of Section 5 have been satisfied; + WHEREAS, the Escrow Agent has agreed to receive and hold in escrow all Subscription Payments until the earlier of (i) such time as +subscriptions for the Minimum Amount have been received and accepted by the Company or (ii) the close of business on the date exactly one year after the original effective date of the Prospectus (the Company shall provide written notice of such +date to the Escrow Agent) (the “ Minimum Subscription Termination Date ”), and to hold and distribute such Subscription Payments in accordance with the terms and conditions herein set forth; and + WHEREAS , the Escrow Agent is willing to accept appointment as the escrow agent for only the expressed duties, terms and conditions +outlined herein. NOW, THEREFORE , in consideration of the premises and agreements set forth herein, the parties hereto agree as +follows: +   + + + 1. Appointment of Escrow Agent . The Company and the Dealer Manager hereby +appoint the Escrow Agent to serve as escrow agent, and the Escrow Agent hereby accepts such appointment, each in accordance with the terms of this Agreement. + 2. Subscription Payments . An investor subscribing to purchase Shares (the “ Subscriber ”) will be +instructed by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers to remit the purchase price in the form of checks, drafts or money orders (the “ Payment Instruments ”) payable to the order of, or +funds wired in favor of, “UMB Bank, N.A., as escrow agent for Rodin Global Property Trust, Inc.” or “UMB Bank, N.A., as escrow agent for Rodin Global Property Trust.” Such amounts shall be deposited into and held in a +subscription escrow (the “ Escrow Account ”) pending disbursement in accordance with this Agreement. The Escrow Agent agrees to maintain the funds contributed by the Pennsylvania Subscribers and in a manner in which they each may be +separately accounted for on the records of Escrow Agent so that the requirements of Section 5 of this Agreement can be met. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for +Pennsylvania subscription proceeds in the Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. After the Company meets the Minimum Amount, any investors (except +Pennsylvania Subscribers) will be instructed by the Dealer Manager or Dealers to make the purchase price payable to the order of, or funds wired in favor of “Rodin Global Property Trust, Inc.” or “Rodin Global Property Trust.” +Any Payment Instrument not conforming to the foregoing instructions shall be returned to the Subscriber not later than the end of the next business day following receipt by the Dealer Manager (with respect to any sales made by the Dealer Manager) or +the Dealers of such Payment Instrument. Payment Instruments received by the Dealer Manager (with respect to any sales made by the Dealer Manager) which conform to the foregoing instructions shall be transmitted not later than the end of the next +business day following receipt by the Dealer Manager to the Escrow Agent or, after the Company has received and accepted the Minimum Amount, to the Company as indicate + +[... source-of-truth truncated for prompt ...] + +r waive any provision of this Agreement and to take any and all other actions on behalf of the +Company or the Dealer Manager, as applicable, under this Agreement, all without further consent or direction from, or notice to, it or any other party. + 27. USA PATRIOT Act . The Company and the Dealer Manager acknowledge that a portion of the identifying information set +forth on Exhibit D is being requested by the Escrow Agent in connection with the USA Patriot Act, Pub. L. 107-56 (the “ Act ”), and the Company and the Dealer Manager agree to provide any +additional information requested by the Escrow Agent in connection with the Act or any similar legislation or regulation to which Escrow Agent is subject, in a timely manner. + 28. Illegal Activities . The Escrow Agent shall have the rights in its sole discretion to not accept appointment as escrow +agent and reject funds and collateral from any party in the event that Escrow Agent has reason to believe that such funds or collateral violate applicable banking practices or applicable laws or regulations, including but not limited to the Patriot +Act. In the event of suspicious or illegal activity and pursuant to all applicable laws, regulations and practices, the other parties to this Agreement will assist Escrow Agent and comply with any reviews, investigations and examinations directed +against the deposited funds. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] +   11 + + + IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed the day +and year first set forth above.   + + + + + Rodin Global Property Trust, Inc., + the Company + + + + /s/ Kenneth Carpenter + + Name: Kenneth Carpenter + Title: President + + + + Cantor Fitzgerald & Co., as +Dealer Manager + + + + /s/ Shawn Matthews + + Name: Shawn Matthews + Title: Chief Executive Officer + + + + UMB BANK, N.A., as Escrow +Agent + + + + /s/ Lara L. Stevens + + Name: Lara L. Stevens + Title: Vice President + +   + +``` + +### Current parser output for idx=39 + +``` +(no parser output yet for idx=39 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=39 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=39. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 40 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 40` parses idxs 0..39 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=39.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=39" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 39' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=39 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 39 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=39 and EXIT. + DO NOT continue with idx=39+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=39, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=39+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx40_20260510T040523.md b/data/auto_parse/level_freeze/turns/prompt_idx40_20260510T040523.md new file mode 100644 index 0000000..b68716c --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx40_20260510T040523.md @@ -0,0 +1,383 @@ +# clause-extract level-tuning loop — dispatch for idx=40 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=40 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=40, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 40 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39] + +### Source-of-truth excerpt for idx=40 + +``` + + + + + Exhibit + + + Exhibit 10.2 COMMERCEHUB, INC. LEGACY STOCK APPRECIATION RIGHTS PLAN FORM OF STOCK OPTION AGREEMENT This Stock Option Agreement (the “Option Agreement”), dated as of the 21st day of July 2016 (the “Conversion Date”), is between CommerceHub, Inc., a Delaware corporation (the “Company”), and Richard Jones (the “Awardee”). WHEREAS, the Awardee was a holder of outstanding stock appreciation rights (the “Original SAR”) granted on January 14, 2011 (the “Original Grant Date”) under the Commerce Technologies, Inc. 2010 Stock Appreciation Rights Plan (as amended effective as of January 13, 2011, the “Prior Plan”) administered by Commerce Technologies, Inc. (“CTI”). WHEREAS, in connection with the reorganization of CTI, the merger of CTI with and into a subsidiary of the Company and the anticipated spin-off of the Company from Liberty Interactive Corporation, a Delaware corporation, the Prior Plan was amended and restated into the form of the CommerceHub Inc. Legacy Stock Appreciation Rights Plan (the “Plan”) and, as of the Conversion Date, the outstanding stock appreciation rights under the Prior Plan were converted into options to purchase Common Shares pursuant to the Plan. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Grant of Option . Pursuant to the terms of the Plan, the Committee hereby grants to Awardee, an Option, subject to the terms, definitions and provisions of the Plan adopted by the Company, which is incorporated herein by reference, and pursuant to this Option Agreement. Unless otherwise defined herein, capitalized terms used in this Option Agreement shall have the meaning ascribed to such terms in the Plan. Except as expressly set forth in Section 4, in the event of a conflict between the terms of the Plan and this Option Agreement, the Plan shall prevail. 2. Value of the Option . The Option shall entitle the Awardee, after the Option has vested, to purchase Common Shares at the exercise price set forth on the attached Notice of Grant (the “Exercise Price”) upon exercise of the Option pursuant to Section 6. No dividend equivalents are paid with respect to any Option. 3. Nonassignability of Option . The Option is not assignable or transferable by the Awardee except by will or by the laws of descent and distribution. During the lifetime of the Awardee, only the Awardee or Awardee’s guardian or legal representative shall be entitled to exercise the Option. 4. Prevailing Agreement . In the event of a conflict between the terms of the Plan and this Agreement, the Plan shall prevail, except as expressly set forth below. In particular, as they relate to Awardee: a. The definition of “Cause” in Section 3(d) of the Plan is superseded by the definition of “Cause” contained in that certain employment agreement between Awardee and CTI dated as of January 4, 2011, as such agreement may be modified from time to time (the “Jones Employment Agreement”). b. The definition of “Grounds for Forfeiture” in Section 4(o) of the Plan is superseded and the term “Grounds for Forfeiture” shall mean “Cause” as defined in the Jones Employment Agreement. 5. Exercise Period . The Option or any portion thereof may be exercised only after the Option or any portion thereof has vested and only within the term set forth in the Notice of Grant contained herein and may be exercised during such term only in accordance with the terms of the Plan and this Option Agreement. No Options shall be exercisable after the tenth anniversary of the Original Grant Date. 6. Method of Exercise . Options will be considered exercised (as to the number of Options specified in the notice referred to in clause (i) below) on the latest of (a) the date of exercise designated in the written notice referred to in clause (i) below, (b) if the date so designated is not a Business Day (as defined below), the first Business Day following such date or (c) the earliest Business Day by which the Company has received all of the following: (i)    Written notice, in such form as the Committee may require, containing such representations and warranties as the Committee may require and designating, among other things, the date of exercise and the number and of Common Shares to be purchased by exercise of Options (each, an “Option Share”); (ii)    Payment of the applicable Exercise Price for each Option Share in any (or a combination) of the following forms: (A) cash, (B) check, (C) the delivery, together with a properly executed exercise notice, of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay such Exercise Price (and, if applicable, the Required Withholding Amount as described in Section 7) or (D) the delivery of irrevocable instructions (provided such method of exercise is then-permitted by the Company) via the Company’s online grant and administration program for the Company to withhold the number of Common Shares (valued at the Fair Market Value of such Common Share on the date of exercise) required to pay such Exercise Price (and, if applicable, the Required Withholding Amount as described in Section 7) that would otherwise be delivered by the Company to the Awardee upon exercise of the Options; and (iii)    Any other documentation that the Committee may reasonably require. As used in this Section 6, “Business Day” means any day other than Saturday, Sunday or a day on which banking institutions in Albany, New York, are required or authorized to be closed. 7. Mandatory Withholding for Taxes . The Awardee acknowledges and agrees that the Company will deduct from the Common Shares otherwise payable or deliverable upon exercise of any Options that number of Common Shares (valued at the Fair Market Value of such Common Shares on the date of exercise) that is equal to the amount of all federal, + +[... source-of-truth truncated for prompt ...] + +an and certain information related thereto and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option Agreement subject to all of the terms and provisions of the Plan. Awardee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of independent counsel prior to executing this Option Agreement and fully understands all provisions relating to this Option Agreement. Awardee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Option Agreement. If by August 31, 2016, the Awardee does not reject the Options granted pursuant to this Option Agreement by written notice received by the Company’s Human Resources Department, the Options will be deemed to be accepted on the Conversion Date. [Remainder of Page Intentionally Left Blank] COMMERCEHUB, INC. NOTICE OF OPTION GRANT Richard Jones [Address] CommerceHub, Inc. (the “Company”) has granted Richard Jones (“Awardee”) an Option covering Common Shares of the Company as follows: Original Date of Grant:                                    January 14, 2011 Conversion Date:                                    July 21, 2016 Number of Common Shares Covered by this Option:                     174,535 Exercise Price:                                        $2.66 Term/Expiration Date:                                    January 14, 2021 Vesting : [Agreed-Upon Metric] Termination Period : Any portion of the Option that, as of the date of the Awardee’s Separation from Service for any reason other than for Cause, is unexpired, vested and non-forfeitable may be exercised until the “Close of Business” on the six month anniversary of the date of such Separation from Service with the Company (but in no event later than the Term/Expiration Date). “Close of Business” means, on any day, 5:00 p.m., Albany, New York time on such day. + +``` + +### Current parser output for idx=40 + +``` +(no parser output yet for idx=40 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=40 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=40. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 41 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 41` parses idxs 0..40 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=40.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=40" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 40' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=40 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 40 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=40 and EXIT. + DO NOT continue with idx=40+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=40, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=40+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx41_20260510T041412.md b/data/auto_parse/level_freeze/turns/prompt_idx41_20260510T041412.md new file mode 100644 index 0000000..be55d30 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx41_20260510T041412.md @@ -0,0 +1,508 @@ +# clause-extract level-tuning loop — dispatch for idx=41 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=41 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=41, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 41 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40] + +### Source-of-truth excerpt for idx=41 + +``` + + EX-10.2 + + + Exhibit 10.2 + Execution Version + INDEMNIFICATION AGREEMENT This +Indemnification Agreement (“ Agreement ”) is made and entered into as of April 27, 2017, by and among Rosehill Resources Inc., a Delaware corporation (the “ Company ”) and its subsidiaries and controlled affiliates +(together with the Company, the “ Rosehill Companies ” and each a “ Rosehill Company ”), and [●] (“ Indemnitee ”). + WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of the Rosehill +Companies to attract and retain qualified individuals to serve as directors and officers, it is reasonable, prudent and necessary for each of the Rosehill Companies to indemnify and advance expenses on behalf of its and the other Rosehill +Companies’ directors and/or officers to the fullest extent permitted by applicable law so that they will serve or continue to serve the Rosehill Companies free from undue concern regarding such risks; + WHEREAS, the Rosehill Companies have requested that Indemnitee serve or continue to serve as a director and/or an officer of one or more of the Rosehill +Companies and may have requested or may in the future request that Indemnitee serve one or more Rosehill Entities (as hereinafter defined) as a director or an officer or in other capacities; + WHEREAS, one of the conditions that Indemnitee requires in order to serve as a director and/or an officer of one or more of the Rosehill Companies is that +such Indemnitee be so indemnified; and WHEREAS, Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided +by one or more of the Designating Stockholders (as hereinafter defined) (or their affiliates) and/or any insurer providing insurance coverage under any policy purchased or maintained by such Designating Stockholders (or their affiliates), which +Indemnitee, the Rosehill Companies and the Designating Stockholders (or their affiliates) intend to be secondary to the primary obligation of the Rosehill Companies to indemnify Indemnitee as provided herein, with the Rosehill Companies’ +acknowledgement of and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve as a director and/or officer of each of the Rosehill Companies. + NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Rosehill Companies and Indemnitee do hereby covenant and agree as +follows: 1. Services by Indemnitee . Indemnitee agrees to serve as a director and/or an officer of one or more of the Rosehill Companies. +Indemnitee may at any time and for any reason resign from such position (subject to any contractual obligation the Indemnitee may have under any other agreement). + 2. Indemnification—General . On the terms and subject to the conditions of this Agreement, the Rosehill Companies shall, to the fullest extent +permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all losses, damages, liabilities, judgments, fines, penalties, costs, amounts paid in settlement, Expenses (as hereinafter defined) and other +amounts that Indemnitee reasonably incurs and that result from, arise in connection with or are by reason of Indemnitee’s Corporate Status (as hereinafter defined) and shall advance Expenses to Indemnitee. The obligations of the Rosehill +Companies under this Agreement (a) are joint and several obligations of each Rosehill Company, (b) shall continue after such time as Indemnitee ceases to serve as a director or an officer of the Rosehill Companies or in any other Corporate +Status, and (c) include, without limitation, claims for monetary damages against Indemnitee in respect of any actual or alleged liability or other loss of Indemnitee, to the fullest extent permitted under applicable law (including, if +applicable, Section 145 of the Delaware General Corporation Law) as in existence on the date hereof, as amended from time to time. A limitation under law of any Rosehill Company on providing indemnification or an advance of expenses to +Indemnitee shall not limit the indemnification and advancement obligations of any Rosehill Company not so limited. 3. Proceedings Other Than +Proceedings by or in the Right of the Rosehill Companies . If in connection with or by reason of Indemnitee’s Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter +defined) other than a Proceeding by or in the right of any of the Rosehill Companies to procure a judgment in its favor, the Rosehill Companies shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee +harmless from and against, all Expenses, losses, damages, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments + + + +and other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts paid in settlement) reasonably incurred by Indemnitee or on behalf +of Indemnitee in connection with such Proceeding or any claim, issue or matter therein. 4. Proceedings by or in the Right of the Rosehill +Companies . If in connection with or by reason of Indemnitee’s Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of any of the Rosehill Companies to procure a +judgment in such Rosehill Company’s favor, the Rosehill Companies shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses reasonably incurred by Indemnitee +or on behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein. 5. Mandatory Indemnification in Case of +Successful Defense . Notwithstanding any other provision of this Agreement, to the ex + +[... source-of-truth truncated for prompt ...] + +aws rules. The Rosehill Companies and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be +brought only in the Court of Chancery of the State of Delaware (the “ Delaware Court ”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the +exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, +and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or otherwise inconvenient forum. + 22. Headings . The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this +Agreement or to affect the construction thereof. 23. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall +for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. [Signature Pages +Follow] +   11 + + + IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. +   + + + + + + + + + + + Company: +   + +   + ROSEHILL RESOURCES INC. + + + + + + + +   + +   + By: +   +                                       +                                          +                                       + + +   + +   + Name: +   + J.A. Townsend + + +   + +   + Title: +   + President, Chief Executive Officer and Director + +   S IGNATURE +P AGE TO I NDEMNIFICATION A GREEMENT + + + + + + + + + + + + + Indemnitee: +   + +   + +   +   + + +   + +   + +   + Name: [●] + +   S IGNATURE +P AGE TO I NDEMNIFICATION A GREEMENT + +``` + +### Current parser output for idx=41 + +``` +(no parser output yet for idx=41 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=41 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=41. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 42 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 42` parses idxs 0..41 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=41.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=41" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 41' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=41 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 41 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=41 and EXIT. + DO NOT continue with idx=41+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=41, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=41+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx42_20260510T042129.md b/data/auto_parse/level_freeze/turns/prompt_idx42_20260510T042129.md new file mode 100644 index 0000000..e56db40 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx42_20260510T042129.md @@ -0,0 +1,385 @@ +# clause-extract level-tuning loop — dispatch for idx=42 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=42 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=42, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 42 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41] + +### Source-of-truth excerpt for idx=42 + +``` + + + + + Exhibit + + + Exhibit 10.6 TRANSITION AND SUCCESSION AGREEMENT THIS TRANSITION AND SUCCESSION AGREEMENT (this “Agreement”) is entered into effective as of the 24th day of March, 2017, by and between Mylan Inc., a Pennsylvania corporation (the “Company”), and Daniel M. Gallagher (the “Executive”). WHEREAS, the Board of Directors of Mylan N.V. (the “Board”) or the Company has determined that it is in the best interests of the Company and the shareholders of Mylan N.V. to assure that the Company and Mylan N.V. will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein), to ensure the Executive’s full attention and dedication to the Company and Mylan N.V. in the event of any threatened or actual Change of Control and to provide the Executive with compensation and benefits arrangements upon a Change of Control. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1. Certain Definitions. (a) “Effective Date” means the first date during the Change of Control Period (as defined herein) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or anticipation of a Change of Control, then “Effective Date” means the date immediately prior to the date of such termination of employment. For the sake of clarity, it is understood that if the Executive’s employment terminates prior to the Effective Date other than as described in the preceding sentence, this Agreement shall thereupon be null and void and of no further force and effect. (b) “Change of Control Period” means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided , however , that, commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof, the “Renewal Date”), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless, at least 60 days prior to a Renewal Date no less than three years from the date hereof, the Company shall give notice to the Executive that the Change of Control Period shall not be so extended. (c) “Affiliated Company” means any company controlled by, controlling or under common control with the Company. (d) “Change of Control” means: (1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding ordinary shares of Mylan N.V. (the “Outstanding Ordinary Shares”) or (B) the combined voting power of the then-outstanding voting securities of Mylan N.V. entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided , however , that, for purposes of this Section 1(d), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from Mylan N.V., (ii) any acquisition by Mylan N.V., (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with Sections 1(d)(3)(A), 1(d)(3)(B) and 1(d)(3)(C); (2) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided , however , that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Mylan N.V.’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (3) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Mylan N.V. or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of Mylan N.V., or the acquisition of assets or stock of another entity by Mylan N.V. or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Ordinary Shares and the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, 2 directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns Mylan N.V. or all or substantially all of Mylan N.V.’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding + +[... source-of-truth truncated for prompt ...] + +hat there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. 19 (d) The Company may withhold from any amounts payable under this Agreement such United States federal, state or local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. (e) The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason under Section 4(c), shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. (f) The Executive and the Company acknowledge that, except as provided in the Employment Agreement or any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, subject to Section 1(a), prior to the Effective Date, the Executive’s employment may be terminated by either the Executive or the Company at any time prior to the Effective Date, in which case the Executive shall have no further rights under this Agreement. From and after the date of the Effective Date, except for any agreements providing for retirement benefits and as otherwise specifically provided herein (including without limitation in Section 6), this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof. 20 IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written. MYLAN INC. /s/ Heather Bresch   EXECUTIVE: /s/ Daniel M. Gallagher       By: Heather Bresch   Daniel M. Gallagher       Its: Chief Executive Officer     21 + +``` + +### Current parser output for idx=42 + +``` +(no parser output yet for idx=42 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=42 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=42. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 43 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 43` parses idxs 0..42 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=42.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=42" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 42' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=42 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 42 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=42 and EXIT. + DO NOT continue with idx=42+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=42, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=42+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx43_20260510T042808.md b/data/auto_parse/level_freeze/turns/prompt_idx43_20260510T042808.md new file mode 100644 index 0000000..37635ed --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx43_20260510T042808.md @@ -0,0 +1,975 @@ +# clause-extract level-tuning loop — dispatch for idx=43 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=43 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=43, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 43 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42] + +### Source-of-truth excerpt for idx=43 + +``` + + EX-10.2 + + + Exhibit 10.2 + ADVISORY AGREEMENT BY +AND AMONG RODIN GLOBAL PROPERTY TRUST, INC., + RODIN GLOBAL PROPERTY TRUST OPERATING PARTNERSHIP, L.P., + RODIN GLOBAL PROPERTY ADVISORS, LLC + AND CANTOR FITZGERALD +INVESTORS, LLC   + + + TABLE OF CONTENTS +   + + + + + + + + + ARTICLE 1 +   + DEFINITIONS +    + 4 + + + + + + ARTICLE 2 +   + APPOINTMENT +    + 9 + + + + + + ARTICLE 3 +   + DUTIES OF THE ADVISOR +    + 9 + + + + + + 3.01 +   + Offering Services +    + 9 + + 3.02 +   + Acquisition Services +    + 10 + + 3.03 +   + Asset Management Services +    + 10 + + 3.04 +   + Accounting and Other Administrative Services +    + 11 + + 3.05 +   + Stockholder Services +    + 11 + + 3.06 +   + Financing Services +    + 12 + + 3.07 +   + Disposition Services +    + 12 + + + + + + ARTICLE 4 +   + AUTHORITY OF ADVISOR +    + 12 + + + + + + 4.01 +   + Powers of the Advisor +    + 12 + + 4.02 +   + Approval by the Board +    + 12 + + 4.03 +   + Modification or Revocation of Authority of Advisor +    + 12 + + + + + + ARTICLE 5 +   + BANK ACCOUNTS +    + 13 + + + + + + ARTICLE 6 +   + RECORDS AND ACCESS +    + 13 + + + + + + ARTICLE 7 +   + LIMITATION ON ACTIVITIES +    + 13 + + + + + + ARTICLE 8 +   + FEES +    + 13 + + + + + + 8.01 +   + Asset Management Fees +    + 13 + + 8.02 +   + Disposition Fees +    + 14 + + 8.03 +   + Refinancing Coordination Fee +    + 14 + + 8.04 +   + Operating Partnership Interests +    + 14 + + 8.05 +   + Changes to Fee Structure +    + 14 + + 8.06 +   + Payment in Shares +    + 15 + + + + + + ARTICLE 9 +   + EXPENSES +    + 15 + + + + + + 9.01 +   + General +    + 15 + + 9.02 +   + Initial Organization and Offering Expenses +    + 16 + + 9.03 +   + Timing of and Additional Limitations on Reimbursements +    + 16 + + + + + + ARTICLE 10 +   + OTHER SERVICES +    + 17 + + + + + + ARTICLE 11 +   + VOTING AGREEMENT +    + 17 + + + + + + ARTICLE 12 +   + RELATIONSHIP OF ADVISOR AND COMPANY; OTHER ACTIVITIES OF THE ADVISOR +    + 17 + + + + + + 12.01 +   + Relationship +    + 17 + + 12.02 +   + Time Commitment +    + 17 + + 12.03 +   + Investment Opportunities and Allocation +    + 18 + + + + + + ARTICLE 13 +   + THE RODIN NAME +    + 18 + + + + + + ARTICLE 14 +   + TERM AND TERMINATION OF THE AGREEMENT +    + 19 + + + + + + 14.01 +   + Term +    + 19 + + 14.02 +   + Termination by the Parties +    + 19 + + 14.03 +   + Payments on Termination and Survival of Certain Rights and Obligations +    + 19 + +   2 + + + + + + + + + + + ARTICLE 15 +   + ASSIGNMENT +    + 19 + + + + + + ARTICLE 16 +   + INDEMNIFICATION AND LIMITATION OF LIABILITY +    + 20 + + + + + + 16.01 +   + Indemnification +    + 20 + + 16.02 +   + Limitation on Indemnification +    + 20 + + 16.03 +   + Limitation on Payment of Expenses +    + 20 + + 16.04 +   + Indemnification by Advisor +    + 21 + + + + + + ARTICLE 17 +   + NON-SOLICITATION +    + 21 + + + + + + ARTICLE 18 +   + MISCELLANEOUS +    + 21 + + + + + + 18.01 +   + Notices +    + 21 + + 18.02 +   + Modification +    + 21 + + 18.03 +   + Severability +    + 22 + + 18.04 +   + Construction +    + 22 + + 18.05 +   + Entire Agreement +    + 22 + + 18.06 +   + Waiver +    + 22 + + 18.07 +   + Interpretation +    + 22 + + 18.08 +   + Headings +    + 22 + + 18.09 +   + Counterparts +    + 22 + +   3 + + + ADVISORY AGREEMENT + THIS ADVISORY AGREEMENT (this “ Agreement ”), dated as of March 23, 2017 (the “ Effective +Date ”), is entered into by and among Rodin Global Property Trust, Inc., a Maryland corporation (the “ Company ”), Rodin Global Property Trust Operating Partnership, L.P., a Delaware limited partnership (the +“ Operating Partnership ”), Rodin Global Property Advisors, LLC, a Delaware limited liability company (the “ Advisor ”) and, solely in connection with the obligations set forth in Article 13 , Cantor +Fitzgerald Investors, LLC, a Delaware limited liability company (the “ Sponsor ”). Capitalized terms used herein shall have the meanings ascribed to them in Article  1 below. + W I T N E S S E T H + WHEREAS, the Company intends to qualify as a REIT and intends to invest its funds in investments permitted by the terms of Sections 856 +through 860 of the Code; WHEREAS, the Company is the general partner of the Operating Partnership and intends to conduct all of its +business and make all or substantially all Investments through the Operating Partnership; WHEREAS, the Company and the Operating +Partnership desire to avail themselves of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the Advisor and to have the Advisor undertake the duties and responsibilities set forth herein, on +behalf of, and subject to the supervision of, the Board of the Company, all as provided herein; and WHEREAS, the Advisor is willing to +undertake to render such services, subject to the supervision of the Board, on the terms and conditions hereinafter set forth. NOW, +THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows: + ARTICLE 1 DEFINITIONS + As used in this Agreement, the following terms shall have the meanings specified below: + Acquisition Expenses means any and all expenses incurred by the Company, the Operating Partnership, the Advisor or any of their +Affiliates in connection with the selection, evaluation, acquisition, origination or development of any Investments, whether or not acquired or originated, as applicable, including, without limitation, legal fees and expenses, travel and +communications expenses, costs of appraisals, surveys and environmental site assessments, nonrefundable option payments on properties or other investments not acquired, accounting fees and expenses, title insurance premiums, and the costs of +performing due diligence. Advisor means: (i) Rodin Global Property Advi + +[... source-of-truth truncated for prompt ...] + +signed +by the party asserted to have granted such waiver. 18.07 Interpretation . Words used herein regardless of the number and gender +specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. + 18.08 Headings . The titles of Articles and Sections contained in this Agreement are for convenience only, and they neither form a part +of this Agreement nor are they to be used in the construction or interpretation hereof. 18.09 Counterparts . This Agreement may be +executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become +binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. + [Signature page follows.] +   22 + + + IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date and +year first above written.   + + + + + + + RODIN GLOBAL PROPERTY TRUST, INC. + + + + + By: +   + /s/ Kenneth Carpenter + + Name: +   + Kenneth Carpenter + + Title: +   + President + + + + RODIN GLOBAL PROPERTY TRUST OPERATING PARTNERSHIP, L.P. + + + + + By: +   + Rodin Global Property Trust, Inc., its +General Partner + + + + + By: +   + /s/ Kenneth Carpenter + + Name: +   + Kenneth Carpenter + + Title: +   + President + + + + RODIN GLOBAL PROPERTY ADVISORS, LLC + + + + + By: +   + /s/ Kenneth Carpenter + + Name: +   + Kenneth Carpenter + + Title: +   + President +   + + + + + + + Solely in connection with the obligations set + forth in Section  13 : + + + + CANTOR FITZGERALD INVESTORS, LLC + + + + + By: +   + /s/ Shawn Matthews + + Name: +   + Shawn Matthews + + Title: +   + Chief Executive Officer + [Signature Page to Advisory Agreement] + +``` + +### Current parser output for idx=43 + +``` +(no parser output yet for idx=43 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=43 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=43. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 44 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 44` parses idxs 0..43 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=43.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=43" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 43' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=43 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 43 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=43 and EXIT. + DO NOT continue with idx=43+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=43, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=43+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx44_20260510T043218.md b/data/auto_parse/level_freeze/turns/prompt_idx44_20260510T043218.md new file mode 100644 index 0000000..a0716cd --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx44_20260510T043218.md @@ -0,0 +1,387 @@ +# clause-extract level-tuning loop — dispatch for idx=44 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=44 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=44, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 44 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43] + +### Source-of-truth excerpt for idx=44 + +``` + + + + + Exhibit + + + Exhibit 10.3 COMMERCEHUB, INC. LEGACY STOCK APPRECIATION RIGHTS PLAN STOCK OPTION AGREEMENT This Stock Option Agreement (the “Option Agreement”), dated as of the 21st day of July, 2016 (the “Conversion Date”), is between CommerceHub, Inc., a Delaware corporation (the “Company”), and Richard Jones (the “Awardee”). WHEREAS, the Awardee was a holder of outstanding stock appreciation rights (the “Original SAR”) granted on July 20, 2016 (the “Original Grant Date”) under the Commerce Technologies, Inc. 2010 Stock Appreciation Rights Plan (as amended effective as of January 13, 2011, the “Prior Plan”) administered by Commerce Technologies, Inc. (“CTI”). WHEREAS, in connection with the reorganization of CTI, the merger of CTI with and into a subsidiary of the Company and the anticipated spin-off of the Company from Liberty Interactive Corporation, a Delaware corporation, the Prior Plan was amended and restated into the form of the CommerceHub Inc. Legacy Stock Appreciation Rights Plan (the “Plan”) and, as of the Conversion Date, the outstanding stock appreciation rights under the Prior Plan were converted into options to purchase Common Shares pursuant to the Plan. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Grant of Option . Pursuant to the terms of the Plan, the Committee hereby grants to Awardee, an Option, subject to the terms, definitions and provisions of the Plan adopted by the Company, which is incorporated herein by reference, and pursuant to this Option Agreement. Unless otherwise defined herein, capitalized terms used in this Option Agreement shall have the meaning ascribed to such terms in the Plan. In the event of a conflict between the terms of the Plan and this Option Agreement, the Plan shall prevail. 2. Value of the Option . The Option shall entitle the Awardee, after the Option has vested, to purchase Common Shares at the exercise price set forth on the attached Notice of Grant (the “Exercise Price”) upon exercise of the Option pursuant to Section 5. No dividend equivalents are paid with respect to any Option. 3. Nonassignability of Option . The Option is not assignable or transferable by the Awardee except by will or by the laws of descent and distribution. During the lifetime of the Awardee, only the Awardee or Awardee’s guardian or legal representative shall be entitled to exercise the Option. 4. Exercise Period . The Option or any portion thereof may be exercised only after the Option or any portion thereof has vested and only within the term set forth in the Notice of Grant contained herein and may be exercised during such term only in accordance with the terms of the Plan and this Option Agreement. No Options shall be exercisable after the tenth anniversary of the Original Grant Date. 5. Method of Exercise . Options will be considered exercised (as to the number of Options specified in the notice referred to in clause (i) below) on the latest of (a) the date of exercise designated in the written notice referred to in clause (i) below, (b) if the date so designated is not a Business Day (as defined below), the first Business Day following such date or (c) the earliest Business Day by which the Company has received all of the following: (i) Written notice, in such form as the Committee may require, containing such representations and warranties as the Committee may require and designating, among other things, the date of exercise and the number and of Common Shares to be purchased by exercise of Options (each, an “Option Share”); (ii) Payment of the applicable Exercise Price for each Option Share in any (or a combination) of the following forms: (A) cash, (B) check, (C) the delivery, together with a properly executed exercise notice, of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay such Exercise Price (and, if applicable, the Required Withholding Amount as described in Section 6) or (D) the delivery of irrevocable instructions (provided such method of exercise is then-permitted by the Company) via the Company’s online grant and administration program for the Company to withhold the number of Common Shares (valued at the Fair Market Value of such Common Share on the date of exercise) required to pay such Exercise Price (and, if applicable, the Required Withholding Amount as described in Section 6) that would otherwise be delivered by the Company to the Awardee upon exercise of the Options; and (iii) Any other documentation that the Committee may reasonably require. As used in this Section 5, “Business Day” means any day other than Saturday, Sunday or a day on which banking institutions in Albany, New York, are required or authorized to be closed. 6. Mandatory Withholding for Taxes . The Awardee acknowledges and agrees that the Company will deduct from the Common Shares otherwise payable or deliverable upon exercise of any Options that number of Common Shares (valued at the Fair Market Value of such Common Shares on the date of exercise) that is equal to the amount of all federal, state and other governmental taxes required to be withheld by the Company or any subsidiary of the Company upon such exercise, as determined by the Company (the “Required Withholding Amount”), unless provisions to pay such Required Withholding Amount have been made to the satisfaction of the Company. If the Awardee elects to make payment of the applicable Exercise Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay such Exercise Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of its determination of the Required Withholding Amoun + +[... source-of-truth truncated for prompt ...] + +er, consolidation or binding share exchange, or (ii) any sale, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company other than to an Affiliate of the Company. For the avoidance of doubt, a public offering of the Company’s (or any of its Affiliate’s) securities (including any spin-off or similar transaction and/or any other distribution of securities to the shareholders of the Company) and any corporate restructuring activities undertaken in connection with any such public offering, spin-off or distribution of securities shall not constitute a Change of Control resulting from a sale of the Company’s business for purposes of this provision. “Exempt Holder” means any direct or indirect beneficial equity holder (or family members of beneficial holders that are individuals) of the Company or any of its direct or indirect parent entities which holder is also a director or officer of the Company or any of its direct or indirect parent entities. Termination Period : Any portion of the Option that, as of the date of the Awardee’s Separation from Service for any reason other than for Cause, is unexpired, vested and non-forfeitable may be exercised until the “Close of Business” on the three month anniversary of the date of such Separation from Service with the Company (but in no event later than the Term/Expiration Date); provided, that in the case of the Awardee’s Separation from Service based on a Termination Without Cause or a Constructive Termination Without Cause (as such terms are defined in the Amended and Restated Employment Agreement, effective as of July 20, 2016, by and between the Awardee and CTI), any such portion may be exercised until the Close of Business on the twelve month anniversary of the date of such Separation from Service (but in no event later than the Term/Expiration Date). “Close of Business” means, on any day, 5:00 p.m., Albany, New York time on such day. + +``` + +### Current parser output for idx=44 + +``` +(no parser output yet for idx=44 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=44 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=44. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 45 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 45` parses idxs 0..44 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=44.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=44" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 44' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=44 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 44 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=44 and EXIT. + DO NOT continue with idx=44+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=44, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=44+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx45_20260510T043855.md b/data/auto_parse/level_freeze/turns/prompt_idx45_20260510T043855.md new file mode 100644 index 0000000..d3c6b26 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx45_20260510T043855.md @@ -0,0 +1,567 @@ +# clause-extract level-tuning loop — dispatch for idx=45 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=45 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=45, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 45 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44] + +### Source-of-truth excerpt for idx=45 + +``` + + EX-10.28 + + + Exhibit 10.28 + SEVENTH AMENDMENT TO OFFICE LEASE + This Seventh Amendment to Office Lease (the “ Seventh Amendment ”), dated May 18, 2017, is made by and +between DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company (“ Landlord ”), and BLACKLINE SYSTEMS, INC., a California corporation (“ Tenant ”). + WHEREAS, A. Landlord, pursuant +to the provisions of that certain Office Lease, dated November 22, 2010 and a certain Memorandum of Lease Term Dates and Rent dated April 21, 2011 (the “ Original Memorandum ”, and collectively, the “Original +Lease ”); as amended by a certain First Amendment to Office Lease dated August 14, 2012 (the “ First Amendment ”); as further amended by a certain Second Amendment to Office Lease dated December 26, 2013 (the +“ Second Amendment ”) and as further amended by a certain Third Amendment to Office Lease dated June 24, 2014, (the “ Third Amendment ”), as further amended by a certain Fourth Amendment to Office Lease dated +January 29, 2015 (the “ Fourth Amendment ”), a Memorandum Of Lease Term Dates And Rent dated May 12, 2015 (“ Memorandum Re Third Amendmen t”), a Fifth Amendment to Office Lease dated October 6, 2016 (the +“ Fifth Amendment ”); and that certain Sixth Amendment to Office Lease dated May 10, 2017 (the “ Sixth Amendment ” and together with the Original Lease, Original Memorandum, the First Amendment, Second Amendment, +Third Amendment, Memorandum Re Third Amendment, Fourth Amendment, and the Fifth Amendment, the “ Lease ”), leased to Tenant and Tenant leased from Landlord space in the property located at 21300 Victory Boulevard, Woodland Hills, +California 91367 (the “ Building ”), commonly known as Suites 1000, 1100, and 1200 (collectively, the “ Existing Premises ”); + B. Landlord and Tenant, for their mutual benefit, wish to amend the Lease as set forth below. + NOW, THEREFORE, in consideration of the covenants and provisions contained herein, and other good and valuable consideration, the sufficiency of which +Landlord and Tenant hereby acknowledge, Landlord and Tenant agree: 1. Confirmation of Defined Terms. Unless modified herein, all terms +previously defined and capitalized in the Lease shall hold the same meaning for the purposes of this Seventh Amendment. 2. Confidentiality. + Section 14 of the Sixth Amendment is hereby deleted in its entirety and replaced with the following: “Landlord and Tenant agree that, except for matters or record or as required by applicable law, the covenants and provisions of this +Sixth Amendment shall not be divulged to anyone not directly involved in the management, administration, ownership, lending against, or subleasing of the Premises, other than Tenant’s or Landlord’s counsel-of-record or leasing or sub-leasing broker of record.” + 3. Governing Law. The provisions of this Seventh Amendment shall be governed by the laws of the State of California. + 4. Reaffirmation. Landlord and Tenant acknowledge and agree that the Lease, as amended herein, constitutes the entire agreement by and between +Landlord and Tenant relating to the Premises, and supersedes any and all other agreements written or oral between the parties hereto. Furthermore, except as modified herein, all other covenants and provisions of the Lease shall remain unmodified and +in full force and effect. [Signatures Appear on the Following Page] + + + SEVENTH AMENDMENT TO OFFICE LEASE (continued) +   + IN WITNESS WHEREOF, Landlord and Tenant have duly executed this document, effective the later of the +date(s) written below.   + + + + + + + + + + + + + + + LANDLORD: +   + +   + TENANT: + + + + + + DOUGLAS EMMETT 2008, LLC, +   + +   + BLACKLINE SYSTEMS, INC., + + a Delaware limited liability company +   + +   + a California corporation + + + + + + + + By: +   + Douglas Emmett Management, Inc., a +Delaware corporation, its Manager +   + +   + By: +   + /s/ Karole Morgan-Prager + + + + + + + + + +   + +   + +   + +   + Name: +   + Karole Morgan-Prager + + + + + + + + + +   + +   + +   + +   + Title: +   + Chief Legal and Administrative Officer + + +   + By: +   + /s/ Andrew Goodman +   + +   + +   + + + +   + +   + Andrew Goodman, +   + +   + +   + + + +   + +   + Senior Vice President +   + +   + Dated: +   + 5/18/2017 + + + + + + + + + +   + Dated: +   + 5/18/2017 +   + +   + +   + + + +   + +   + +   + +   + +   + + +   2 + +``` + +### Current parser output for idx=45 + +``` +(no parser output yet for idx=45 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=45 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=45. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 46 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 46` parses idxs 0..45 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=45.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=45" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 45' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=45 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 45 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=45 and EXIT. + DO NOT continue with idx=45+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=45, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=45+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx46_20260510T044554.md b/data/auto_parse/level_freeze/turns/prompt_idx46_20260510T044554.md new file mode 100644 index 0000000..9ee0175 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx46_20260510T044554.md @@ -0,0 +1,389 @@ +# clause-extract level-tuning loop — dispatch for idx=46 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=46 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=46, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 46 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45] + +### Source-of-truth excerpt for idx=46 + +``` + + + + + Exhibit + + + 2017 AFI PSA (EBITDA) – Tier I 2017 Long-Term Performance-Based Restricted Stock Grant Performance Goals Based on Cumulative EBITDA Company Confidential ARMSTRONG FLOORING, INC. 2500 Columbia Ave., P.O. Box 3025 Lancaster, PA 17604 717.672.9611       First Name Middle Name Last Name   I am pleased to inform you that the Company’s Management Development and Compensation Committee granted you the following: Date of Grant: March 7, 2017 Target Performance Shares (" Target  Award"): [] Maximum Performance Shares ("Maximum Award"): [Insert number of shares equal to 300% of Target Award] Performance Period (" Performance  Period"): January 1, 2017 through December 31, 2019 This award recognizes the importance of your role in achieving the Company’s long-term strategy and is subject to the terms of the 2016 Long-Term Incentive Plan and the award agreement. The award agreement consists of this grant letter with the Performance Goals attached as Exhibit A and the Terms and Conditions attached as Exhibit B .   The Performance Shares will be earned by achieving Performance Goals based on Cumulative EBITDA and Absolute Annualized Total Stockholder Return (“ Absolute TSR ”), subject to your continued employment as described in the Terms and Conditions. The Committee has established the Performance Goals set forth on Exhibit A , which allow you to earn up to the Maximum Award. To the extent the Performance Goals are achieved and you satisfy the employment requirements, the earned Performance Shares will vest in accordance with the vesting terms set forth in the Terms and Conditions. The Company will withhold shares to satisfy your tax obligations unless you provide a payment to cover the tax withholding obligation. If the Company pays cash dividends while you hold the Performance Shares before vesting, the dividends on shares attributable to the Performance Shares will accrue in a non-interest bearing bookkeeping account. You will receive a cash payment equal to the accrued dividends at the end of the Performance Period, adjusted for the number of Performance Shares that become earned and vested. Employment Events The following chart is a summary of the provisions which apply to this award in connection with termination of employment. The following is only a summary, and in the event of termination of employment, the award will be governed by the Terms and Conditions. Event Provisions ■ Voluntary Resignation ■ Termination for Cause All Performance Shares and accrued dividends are forfeited. ■ Involuntary Termination Without Cause If termination occurs after 10 months following the Date of Grant, then to the extent that the Performance Goals are achieved, Performance Shares and accrued dividends are earned pro-rata, based on the period of employment; otherwise the Performance Shares and accrued dividends are forfeited. ■ Death ■ Long-Term Disability To the extent that the Performance Goals are achieved, Performance Shares and accrued dividends are earned pro-rata, based on the period of employment. After a Change in Control: ■ Involuntary Termination Without Cause ■ Death ■ Long-Term Disability Performance Shares calculated upon the Change in Control and accrued dividends are earned as described in Exhibit A . In the event of any inconsistency between the foregoing summary and the Terms and Conditions or the 2016 Long-Term Incentive Plan, the Terms and Conditions or the 2016 Long-Term Incentive Plan, as applicable, will govern. Capitalized terms used but not defined in this grant letter will have the meanings set forth in the 2016 Long-Term Incentive Plan or the Terms and Conditions, as applicable. As described in the Terms and Conditions, if and to the extent that the terms of this award agreement conflict with the terms of a change in control agreement or employment agreement between you and the Company, the terms of this award agreement shall supersede the terms of the change in control agreement or employment agreement . Please contact Lisa DeMascola (717-672-7394) if you have questions. Sincerely, Donald R. Maier President and Chief Executive Officer The information contained in this letter is confidential and any discussion, distribution or use of this information is prohibited. Exhibit A Performance Goals Cumulative EBITDA : Cumulative EBITDA is defined as (i) operating income, plus (ii) depreciation and amortization, plus (iii) non-cash pension expense, as determined by the Committee. Cumulative EBITDA Performance Scale   Performance Level   Payout Below $259M   0% $259M   50% $324M   100% $486M   200% Adjustment to Cumulative EBITDA Performance Goal based on Absolute Annualized Total Shareholder Return : Absolute Annualized Total Shareholder Return (“ Absolute TSR ”) is a modifier of the Performance Goal. The Cumulative EBITDA performance results shall be adjusted as described below to determine the actual number of Performance Shares that are earned based on attainment of the Cumulative EBITDA and Absolute TSR Performance Goals. Absolute TSR tracks the appreciation in share price of the Company Stock, including dividends, and is annualized for the Performance Period, as determined by the Committee. Specifically, Absolute TSR is calculated based on the following formula:     ^(1.3) -1 For purposes of the Absolute TSR calculation: • “Ending Share Price” means the volume weighted average closing price of the Company Stock for the highest consecutive 30 trading days in the 60 trading day period beginning with and immediately following January 2, 2020. • “Aggregate Dividends” means a cumulative number of shares of Company Stock assuming same day reinvestment in Company Stock on the ex-dividend date of the dividends paid on a share of Company Stock during the Performance Period. • “Starting Share Price” means the volume weighted average closing price of the Company Stock fo + +[... source-of-truth truncated for prompt ...] + +13.      Assignment . The Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Shares, except to a successor grantee in the event of the Grantee’s death. 14.      Section 409A . The Grant Letters and these Grant Conditions are intended to be exempt from section 409A of the Code. Notwithstanding the foregoing, if the Performance Shares or related dividends constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Shares and related dividends shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder, consistent with Section 20(h) of the Plan. 15.      Successors . The provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event. 16.      Governing Law . The validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle. * * * + +``` + +### Current parser output for idx=46 + +``` +(no parser output yet for idx=46 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=46 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=46. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 47 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 47` parses idxs 0..46 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=46.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=46" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 46' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=46 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 46 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=46 and EXIT. + DO NOT continue with idx=46+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=46, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=46+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx47_20260510T045207.md b/data/auto_parse/level_freeze/turns/prompt_idx47_20260510T045207.md new file mode 100644 index 0000000..f08ccbb --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx47_20260510T045207.md @@ -0,0 +1,1037 @@ +# clause-extract level-tuning loop — dispatch for idx=47 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=47 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=47, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 47 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46] + +### Source-of-truth excerpt for idx=47 + +``` + + EX-10.3 + + + Exhibit 10.3 + LIMITED PARTNERSHIP AGREEMENT + OF RODIN GLOBAL +PROPERTY TRUST OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP + March 23, 2017 + + + TABLE OF CONTENTS +   + + + + + + + + + AGREEMENT +    +   + 4 +   + + + + + ARTICLE 1 DEFINED TERMS +    +   + 4 +   + + + + + ARTICLE 2 PARTNERSHIP FORMATION AND IDENTIFICATION +    +   + 13 +   + + + + + 2.1    Formation +    +   + 13 +   + + 2.2    Name, Office and Registered Agent +    +   + 13 +   + + 2.3    Term and Dissolution +    +   + 13 +   + + 2.4    Filing of Certificate and Perfection of Limited Partnership +    +   + 14 +   + + + + + ARTICLE 3 BUSINESS OF THE PARTNERSHIP +    +   + 14 +   + + + + + ARTICLE 4 CAPITAL CONTRIBUTIONS AND ACCOUNTS +    +   + 14 +   + + + + + 4.1    Capital Contributions +    +   + 14 +   + + 4.2    Additional Capital Contributions and Issuances of Additional +Partnership Units. +    +   + 15 +   + + 4.3    Additional Funding +    +   + 16 +   + + 4.4    LTIP Units +    +   + 16 +   + + 4.5    Conversion of LTIP Units +    +   + 17 +   + + 4.6    Capital Accounts +    +   + 19 +   + + 4.7    No Interest on Contributions +    +   + 19 +   + + 4.8    Return of Capital Contributions +    +   + 19 +   + + 4.9    No Third Party Beneficiary +    +   + 19 +   + + 4.10  Redemption and Exchanges of REIT Shares +    +   + 19 +   + + + + + ARTICLE 5 PROFITS AND LOSSES; DISTRIBUTIONS +    +   + 20 +   + + + + + 5.1    Allocation of Profit and Loss +    +   + 20 +   + + 5.2    Distribution of Cash +    +   + 22 +   + + 5.3    REIT Distribution Requirements +    +   + 23 +   + + 5.4    No Right to Distributions in Kind +    +   + 23 +   + + 5.5    Limitations on Return of Capital Contributions +    +   + 23 +   + + 5.6    Distributions Upon Liquidation +    +   + 23 +   + + 5.7    Substantial Economic Effect +    +   + 23 +   + + + + + ARTICLE 6 RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER +    +   + 23 +   + + + + + 6.1    Management of the Partnership +    +   + 23 +   + + 6.2    Delegation of Authority +    +   + 25 +   + + 6.3    Indemnification and Exculpation of Indemnitees +    +   + 25 +   + + 6.4    Liability of the General Partner +    +   + 26 +   + + 6.5    Reimbursement of General Partner +    +   + 27 +   + + 6.6    Outside Activities +    +   + 27 +   + + 6.7    Employment or Retention of Affiliates +    +   + 27 +   + + 6.8    General Partner Participation +    +   + 28 +   + + 6.9    Title to Partnership Assets +    +   + 28 +   + + 6.10  No Duplication of Fees or Expenses +    +   + 28 +   + + + + + ARTICLE 7 CHANGES IN GENERAL PARTNER +    +   + 28 +   + + + + + 7.1    Transfer of the General Partner’s Units +    +   + 28 +   + + 7.2    Admission of a Substitute or Additional General Partner +    +   + 28 +   + + 7.3    Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General +Partner. +    +   + 29 +   + + 7.4    Removal of a General Partner +    +   + 29 +   + +   2 + + + + + + + + + + + ARTICLE 8 RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS +    +   + 30 +   + + + + + 8.1    Management of the Partnership +    +   + 30 +   + + 8.2    Power of Attorney +    +   + 30 +   + + 8.3    Limitation on Liability of Limited Partners +    +   + 30 +   + + 8.4    Ownership by Limited Partner of Corporate General Partner or +Affiliate +    +   + 30 +   + + 8.5    Limited Partner Right of Redemption +    +   + 30 +   + + 8.6    Redemption of Special Limited Partnership Units +    +   + 31 +   + + + + + ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP UNITS +    +   + 32 +   + + + + + 9.1    Purchase for Investment +    +   + 32 +   + + 9.2    Restrictions on Transfer of Limited Partnership Units +    +   + 32 +   + + 9.3    Admission of Substitute Limited Partner +    +   + 33 +   + + 9.4    Rights of Assignees of Partnership Units +    +   + 34 +   + + 9.5    Effect of Bankruptcy, Death, Incompetence or Termination of a Limited +Partner. +    +   + 34 +   + + 9.6    Joint Ownership of Units +    +   + 34 +   + + + + + ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS +    +   + 34 +   + + + + + 10.1 Books and Records +    +   + 34 +   + + 10.2 Custody of Partnership Funds; Bank Accounts +    +   + 34 +   + + 10.3 Fiscal and Taxable Year +    +   + 35 +   + + 10.4 Annual Tax Information and Report +    +   + 35 +   + + 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments +    +   + 35 +   + + 10.6 Reports to Limited Partners +    +   + 35 +   + + + + + ARTICLE 11 AMENDMENT OF AGREEMENT +    +   + 36 +   + + + + + ARTICLE 12 GENERAL PROVISIONS +    +   + 36 +   + + + + + 12.1 Notices +    +   + 36 +   + + 12.2 Survival of Rights +    +   + 36 +   + + 12.3 Additional Documents +    +   + 36 +   + + 12.4 Severability +    +   + 36 +   + + 12.5 Entire Agreement +    +   + 36 +   + + 12.6 Pronouns and Plurals +    +   + 37 +   + + 12.7 Headings +    +   + 37 +   + + 12.8 Counterparts +    +   + 37 +   + + 12.9 Governing Law +    +   + 37 +   + + + + + EXHIBIT A CONTRIBUTIONS & INTERESTS +    +   + A-1 +   + + + + + EXHIBIT B NOTICE OF EXERCISE OF REDEMPTION RIGHT +    +   + B-1 +   + + + + + EXHIBIT C NOTICE OF ELECTION BY PARTNER TO CONVERT LTIP UNITS INTO LIMITED PARTNERSHIP +UNITS +    +   + C-1 +   + + + + + EXHIBIT D NOTICE OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION OF LTIP UNITS INTO LIMITED +PARTNERSHIP UNITS +    +   + D-1 +   + +   3 + + + LIMITED PARTNERSHIP AGREEMENT + OF RODIN GLOBAL +PROPERTY TRUST OPERATING PARTNERSHIP, LP This Limited Partnership Agreement (this “ Agreement ”) is entered into this +23rd day of March, 2017 between Rodin Global Property Trust, Inc., a Maryland corporation (the “ General Partner ”), and the Limited Partners set forth on Exhibit  A attached hereto, as amended from time to +time. Capitalized terms used herein but not otherwise define + +[... source-of-truth truncated for prompt ...] + + Holder hereby irrevocably (i) elects to convert the number of LTIP Units in Rodin Global Property Trust Operating +Partnership, LP (the “ Partnership ”) set forth below into Limited Partnership Units in accordance with the terms of the Agreement of Limited Partnership of the Partnership, as amended; and (ii) directs that any cash in lieu of +Limited Partnership Units that may be deliverable upon such conversion be delivered to the address specified below. The undersigned +hereby represents, warrants, and certifies that the undersigned (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and +authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. +   + + + + +   + Name of Holder:   + + (Please Print: Exact Name as Registered with Partnership) +   + + Number of LTIP Units to be Converted: +     + + Date of this Notice: +   + +   Signature of Holder: +   + + (Sign Exact Name as Registered with Partnership) +   + + (Street Address) +   + + + (City)                 +(State)                 (Zip Code)   + + Signature Guaranteed by: +   + +   C-1 + + + EXHIBIT D + NOTICE OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION OF + LTIP UNITS INTO LIMITED PARTNERSHIP UNITS + Rodin Global Property Trust Operating Partnership, LP (the “ Partnership ”) hereby irrevocably elects to cause the number of +LTIP Units held by the LTIP Holder set forth below to be converted into Limited Partnership Units in accordance with the terms of the Agreement of Limited Partnership of the Partnership, as amended. +   + + + + + Name of Holder: +   + + (Please Print: Exact Name as Registered with Partnership) +   + + Number of LTIP Units to be Converted: +     + + Date of this Notice: +   + +   D-1 + +``` + +### Current parser output for idx=47 + +``` +(no parser output yet for idx=47 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=47 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=47. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 48 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 48` parses idxs 0..47 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=47.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=47" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 47' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=47 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 47 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=47 and EXIT. + DO NOT continue with idx=47+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=47, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=47+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx48_20260510T045737.md b/data/auto_parse/level_freeze/turns/prompt_idx48_20260510T045737.md new file mode 100644 index 0000000..4abc7a9 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx48_20260510T045737.md @@ -0,0 +1,391 @@ +# clause-extract level-tuning loop — dispatch for idx=48 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=48 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=48, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 48 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47] + +### Source-of-truth excerpt for idx=48 + +``` + + + + + Exhibit + + + Exhibit 10.7 Form of Mylan N.V. One-Time Special Five-Year Performance-Based Realizable Value Incentive Program Performance-Based Restricted Stock Unit Award Agreement Mylan N.V. (the “ Company ”) hereby grants to [__] (the “ Participant ”), effective as of [__] (the “ Grant Date ”), the performance-based restricted stock unit award (the “ Performance RSUs ”) as set forth in this Award Agreement. The Performance RSUs are subject to the terms and conditions set forth in this Award Agreement and in the Company’s 2003 Long-Term Incentive Plan, as amended (the “ Plan ”). In the event of any inconsistency between the terms of this Award Agreement and the terms of the Plan, the terms of the Plan shall govern except to the extent specifically set forth herein. Capitalized terms used but not defined in this Award Agreement (including Exhibit A hereto) shall have the meanings ascribed to them in the Plan. Notwithstanding the foregoing, the Performance RSUs shall be subject to any term of any employment agreement between the Company (or any Subsidiary) and the Participant that specifically references this Award Agreement (but, for the avoidance of doubt, shall not be subject to any other terms in such agreement or in any other individual agreement (including a Transition and Succession Agreement)). 1. Certain Terms of the Performance RSUs. Target Number of Performance RSUs: [__] Final Vesting Date: Third anniversary of the effective date of the Participant’s employment agreement with the Company (“ Final Vesting Date ”) 2.      Grant. The Performance RSUs entitle the Participant, subject to the terms and conditions hereof (including Sections 6 and 7 of this Award Agreement), to receive from the Company after the Final Vesting Date a number of ordinary shares of the Company (“Ordinary Shares”) equal to (i) the Target Number of Performance RSUs multiplied by (ii) the Performance Multiplier (as defined in Exhibit A) (the “ End of Performance Period Earned Shares ”). The Committee shall certify the Performance Multiplier as soon as practicable after the end of the Performance Period (but in no event later than March 15, 2019). As soon as practicable following the Final Vesting Date (and in no event later than 10 days after the Final Vesting Date), the Company shall issue or transfer the End of Performance Period Earned Shares to the Participant, which shares shall not be subject to any further vesting requirements (including the Service Vesting Condition in Section 6 of this Award Agreement). The Company shall evidence the Ordinary Shares by book entry. No fractional Ordinary Shares shall be issued or delivered. Fractional Ordinary Shares shall be paid to the Participant in cash. Any Performance RSUs that are not vested after giving effect to this Section 2 on the Final Vesting Date shall be forfeited and shall not be eligible to vest under any other section of this Award Agreement. 3.      RESERVED 4.      Change in Control. In the event of a Change in Control of the Company, a number of Performance RSUs equal to the Target Number of Performance RSUs shall, subject to Sections 6 and 7 of this Award Agreement, become immediately vested (the “ CIC Earned Shares ”). As soon as practicable (but no later than 10 days) following a Change in Control of the Company, the Company shall issue or transfer the CIC Earned Shares to the Participant (or, as determined by the Committee, such other consideration paid for such number of Ordinary Shares in the Change in Control). No fractional Ordinary Shares shall be issued or delivered. Fractional Ordinary Shares shall be paid to the Participant in cash. Any Performance RSUs that are not vested after giving effect to this Section 4 on the date of a Change in Control of the Company shall be forfeited and shall not be eligible to vest under any other section of this Award Agreement. 5.      No Other Vesting or Settlement. Subject to any provision to the contrary in the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt, without giving effect to any other provision in such agreement or in any other individual agreement (including a Transition and Succession Agreement)), the Performance RSUs shall not be vested or settled except as provided in Section 2 or 4 of this Award Agreement. 6.      Service Vesting Condition. Notwithstanding any provisions to the contrary in the Plan, but subject to any provision in the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt, without giving effect to any other provision in such agreement or in any other individual agreement (including a Transition and Succession Agreement)), the vesting of the Performance RSUs shall be subject to the Participant’s continued employment with the Company or its Subsidiaries through (i) in the case of settlement pursuant to Section 2 of this Award Agreement, the Final Vesting Date and (ii) in the case of settlement pursuant to Section 4 of this Award Agreement, the date of the applicable Change in Control (the “ Service Vesting Condition ”). 7.      Expiration and Forfeiture. Any Performance RSUs that are not vested pursuant to Section 2 or 4 of this Award Agreement shall be forfeited on the Final Vesting Date. Subject to any provision to the contrary in the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt, without giving effect to any other provision in such agreement or in any other individual agreement (including a Transition and Succession Agreement)), and notwithstanding anything to the contrary in the Plan, in the event the Participant’s employment with the Company or its Subsidiaries terminates for any reason at a time when any outstanding Performance RSUs are unvested, such Performance RSUs s + +[... source-of-truth truncated for prompt ...] + +uccession Agreement)). Please refer any questions regarding the Performance RSUs to the Director, Global Executive Compensation, Mylan N.V., 1000 Mylan Boulevard, Canonsburg, PA 15317, or at [__]. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] This Award Agreement is executed on behalf of the Company and the Participant, effective as of the Grant Date set forth above. ____________________________ [___] Chairman, Compensation Committee of the Mylan N.V. Board of Directors                          ______________________________ [NAME] EXHIBIT A Applicable Multipliers 1.      Performance Multiplier. The Performance Multiplier as of any date shall be determined based on the Company’s highest cumulative Adjusted Diluted EPS in any four completed consecutive fiscal quarters during the Performance Period (as determined by the Committee). In the event the highest cumulative Adjusted Diluted EPS in any four completed consecutive fiscal quarters is (i) less than $5.40 per share, the Performance Multiplier shall equal 0, (ii) equal to $5.40 per share, the Performance Multiplier shall equal 0.50, (iii) equal to or greater than $6.00 per share, the Performance Multiplier shall equal 1.00 and (iv) between $5.40 per share and $6.00 per share, the Performance Multiplier shall be determined based on linear interpolation between the levels set forth in clauses (ii) and (iii) and as shown, solely for purposes of illustration, in the table below. Adjusted Diluted EPS Performance Multiplier $5.50 .5833 $5.60 .6666 $5.70 .75 $5.80 .8333 $5.90 .9166 2.      Definitions. For purposes of this Exhibit A, the following terms have the meanings set forth below. “ Adjusted Diluted EPS ” means the Company’s non-GAAP adjusted diluted earnings per share for each applicable period, calculated in accordance with Company practice on a consistent basis and as reported in Form 10-Q or 10-K, as applicable. “ Performance Period ” means the period from January 1, 2014 through December 31, 2018. + +``` + +### Current parser output for idx=48 + +``` +(no parser output yet for idx=48 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=48 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=48. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 49 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 49` parses idxs 0..48 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=48.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=48" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 48' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=48 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 48 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=48 and EXIT. + DO NOT continue with idx=48+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=48, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=48+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx49_20260510T050350.md b/data/auto_parse/level_freeze/turns/prompt_idx49_20260510T050350.md new file mode 100644 index 0000000..3efd554 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx49_20260510T050350.md @@ -0,0 +1,392 @@ +# clause-extract level-tuning loop — dispatch for idx=49 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=49 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=49, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 49 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48] + +### Source-of-truth excerpt for idx=49 + +``` + + + + + Exhibit + + + HOSTESS BRANDS, INC. RESTRICTED STOCK UNIT AGREEMENT Cover Sheet Hostess Brands, Inc., a company incorporated under the laws of the State of Delaware (“Company”), hereby grants an award of restricted stock units (“RSUs”) to the individual named below. The terms and conditions of the RSUs are set forth in this cover sheet (“Cover Sheet”), in the attached Restricted Stock Unit Agreement (the “Agreement”) and in the Hostess Brands, Inc. 2016 Equity Incentive Plan (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan. Granted to:   Date of Grant:   Number of RSUs:   Vesting Schedule:   By signing this Cover Sheet, you agree to all of the terms and conditions described in this Cover Sheet, in the Agreement and in the Plan. If you do not sign and return this Cover Sheet within 60 days of the Date of Grant, the Company will have the right to rescind this award. Signature:__________________________         Date:__________________________ HOSTESS BRANDS, INC. By:________________________ Name: Title:     HOSTESS BRANDS, INC. RESTRICTED STOCK UNIT AGREEMENT Right to Shares The award of RSUs represents your right to receive, and the Company’s obligation to deliver, one share of Common Stock (a “Share”) per RSU, subject to the terms and conditions of this Agreement, the Plan and the Cover Sheet. Vesting The RSUs awarded to you will vest in accordance with the schedule set forth in the Cover Sheet. All unvested RSUs will cease vesting and will be forfeited as of the date your employment with the Company and its Subsidiaries has terminated for any reason. Delivery; Settlement A number of Shares equal to the number of the RSUs that vest on each Vesting Date will be delivered as soon as practicable and within 60 days following the applicable Vesting Date, and upon such delivery, you shall have no further rights with respect to those RSUs. Change of Control Notwithstanding the foregoing: (A) if there occurs a Change of Control, and this Award does not continue or is not assumed by an acquiror on a substantially equivalent basis, then all RSUs that have not yet vested shall vest immediately prior to the Change of Control; and (B) if there occurs a Change of Control, and this Award continues or is assumed by an acquiror on a substantially equivalent basis, and your employment is terminated by the Company or an acquiror without Cause or otherwise under circumstances entitling you to severance under the Company’s or acquiror’s severance plan within 12 months following the Change of Control, then all RSUs that have not yet vested shall vest immediately on your date of termination. A number of Shares equal to the number of the RSUs that vest in accordance with the preceding clauses (A) and (B) shall be delivered as soon as practicable and within 60 days following the applicable vesting date described above, and upon such delivery, you shall have no further rights with respect to those RSUs. Termination Should your employment with the Company and its Subsidiaries terminate for any reason except in connection with a Change of Control as described above, all of your RSUs then unvested and outstanding will terminate, and you will no longer have any rights in respect of such RSUs. Termination for Cause; Recoupment If your employment is terminated for Cause or if you breach any restrictive covenant agreement between you and the Company or its Subsidiaries, the RSUs, whether or not vested, will immediately terminate. If at any time within one year after the date on which you receive payment in respect of the RSUs (whether in the form of cash, or Shares), (a) your employment is terminated for Cause or (b) the Committee determines in its reasonable discretion that after termination of your employment for any reason, you engaged in conduct that violated any continuing obligation or duty in respect of the Company or any Subsidiary (including any breach of any restrictive covenant agreement between you and the Company), then, subject to applicable law, upon notice from the Company, you shall repay to the Company any cash or Shares you received pursuant to the RSUs, or if you disposed of any such Shares, the Fair Market Value of such Shares as of the date of disposition. Nothing in this Agreement shall limit the Company’s right of recoupment pursuant to Section 13 of the Plan, including recoupment of payments pursuant to the Company’s compensation recovery, “clawback” or similar policy, as may be in effect from time to time. Taxes You are solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the award or settlement of the RSUs. At the time of taxation, the Company shall have the right to deduct from other compensation, or to withhold Shares in an amount equal to the federal (including FICA), state, local and foreign taxes and other amounts as may be required by law to be withheld with respect to the RSUs. If Shares are withheld, the value of the Shares withheld may not exceed the minimum applicable tax withholding amount (except as otherwise determined by the Committee in its sole discretion). By accepting this Award, you expressly consent to the withholding of Shares or other amounts payable to you. Restrictions on Resale and Settlement By signing this Agreement, you agree not to sell any Shares received upon settlement of RSUs at a time when applicable laws, regulations or Company policies prohibit a sale. The Company’s obligation to deliver Shares upon settlement of the RSUs shall be subject to applicable laws, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate to comply with relevant securities laws and regulations, and the Company will not permit the issuance of Shares at a time when such issuance would violate any law, rule, regulation or Company policy, as determined by the Company. Any Sha + +[... source-of-truth truncated for prompt ...] + +bsidiaries (for the vesting period or any other period of time) nor interfere in any way with the Company’s right to terminate your employment. Applicable Law and Arbitration This Agreement will be subject to and interpreted in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of laws, and applicable Federal or other securities laws. Any dispute, controversy or claim arising out of or relating to the Plan or this Agreement that cannot be resolved by you on the one hand and the Company on the other, shall be submitted to arbitration in accordance with the terms of the Plan. Delivery of Documents The Company may, in its sole discretion, decide to deliver any documents related to this Award or other Awards granted to you under the Plan by electronic means. By signing the Cover Sheet, you consent to receive all documents related to this Award or other Awards granted to your under the Plan by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. Amendment The terms and conditions of this Agreement and the RSUs may be amended by the Committee or the Board as permitted by the Plan. The Plan and Other Agreements The text of the Plan and any amendments thereto are incorporated in this Agreement by reference. This Agreement, the Cover Sheet and the Plan constitute the entire understanding between you and the Company regarding the RSUs. Any prior agreements, commitments or negotiations concerning the RSUs are superseded. In the event there is any express conflict between this Agreement and the terms of the Plan, the terms of the Plan shall govern. By signing the Cover Sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan and evidence your acceptance of the powers of the Committee of the Board of Directors of the Company that administers the Plan. + +``` + +### Current parser output for idx=49 + +``` +(no parser output yet for idx=49 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=49 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=49. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 50 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 50` parses idxs 0..49 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=49.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=49" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 49' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=49 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 49 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=49 and EXIT. + DO NOT continue with idx=49+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=49, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=49+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx50_20260510T051003.md b/data/auto_parse/level_freeze/turns/prompt_idx50_20260510T051003.md new file mode 100644 index 0000000..7484d9e --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx50_20260510T051003.md @@ -0,0 +1,1094 @@ +# clause-extract level-tuning loop — dispatch for idx=50 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=50 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=50, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 50 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49] + +### Source-of-truth excerpt for idx=50 + +``` + + EX-10.3 + + + Exhibit 10.3 + Execution Version + FIRST AMENDED AND RESTATED + LIMITED LIABILITY COMPANY AGREEMENT + OF ROSEHILL OPERATING +COMPANY, LLC DATED AS OF APRIL 27, 2017 + THE LIMITED LIABILITY COMPANY INTERESTS IN ROSEHILL OPERATING COMPANY, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE +SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR +INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES +LAWS; (II) THE TERMS AND CONDITIONS OF THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THE LIMITED LIABILITY +COMPANY INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, AND ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BY THE MANAGING MEMBER AND THE +APPLICABLE MEMBER. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH LIMITED LIABILITY COMPANY INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME. + + + Table of Contents +   + + + + + + + + + Article I DEFINITIONS +    + 2 +   + + + + + Section 1.1 Definitions +    +   + 2 +   + + Section 1.2 Interpretive Provisions +    +   + 13 +   + + + + + Article II ORGANIZATION OF THE LIMITED LIABILITY COMPANY +    +   + 14 +   + + + + + Section 2.1 Formation +    +   + 14 +   + + Section 2.2 Filing +    +   + 14 +   + + Section 2.3 Name +    +   + 14 +   + + Section 2.4 Registered Office; Registered Agent +    +   + 14 +   + + Section 2.5 Principal Place of Business +    +   + 14 +   + + Section 2.6 Purpose; Powers +    +   + 15 +   + + Section 2.7 Term +    +   + 15 +   + + Section 2.8 Intent +    +   + 15 +   + + + + + Article III CLOSING TRANSACTIONS +    +   + 15 +   + + + + + Section 3.1 Transactions In Connection With the Combination Agreement +    +   + 15 +   + + + + + Article IV OWNERSHIP AND CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS +    +   + 16 +   + + + + + Section 4.1 Authorized Units; General Provisions With Respect to Units +    +   + 16 +   + + Section 4.2 Voting Rights +    +   + 19 +   + + Section 4.3 Capital Contributions; Unit Ownership +    +   + 19 +   + + Section 4.4 Capital Accounts +    +   + 20 +   + + Section 4.5 Other Matters +    +   + 21 +   + + Section 4.6 Exchange of Common Units +    +   + 21 +   + + + + + Article V ALLOCATIONS OF PROFITS AND LOSSES +    +   + 27 +   + + + + + Section 5.1 Profits and Losses +    +   + 27 +   + + Section 5.2 Special Allocations +    +   + 28 +   + + Section 5.3 Allocations for Tax Purposes in General +    +   + 30 +   + + Section 5.4 Income Tax Allocations with Respect to Depletable Properties +    +   + 31 +   + + Section 5.5 Other Allocation Rules +    +   + 33 +   + + Section 5.6 Tax Consolidation +    +   + 34 +   + + + + + Article VI DISTRIBUTIONS +    +   + 35 +   + + + + + Section 6.1 Distributions +    +   + 35 +   + + Section 6.2 Tax-Related Distributions +    +   + 36 +   + + Section 6.3 Distribution Upon Withdrawal +    +   + 37 +   + + + + + Article VII MANAGEMENT +    +   + 37 +   + + + + + Section 7.1 The Managing Member; Fiduciary Duties +    +   + 37 +   + + Section 7.2 Officers +    +   + 38 +   + + Section 7.3 Warranted Reliance by Officers on Others +    +   + 39 +   + +   i + + + + + + + + + + + Section 7.4 Indemnification +    +   + 39 +   + + Section 7.5 Maintenance of Insurance or Other Financial Arrangements +    +   + 40 +   + + Section 7.6 Resignation or Termination of Managing Member +    +   + 40 +   + + Section 7.7 No Inconsistent Obligations +    +   + 40 +   + + Section 7.8 Reclassification Events of Rosehill +    +   + 40 +   + + Section 7.9 Certain Costs and Expenses +    +   + 41 +   + + + + + Article VIII ROLE OF MEMBERS +    +   + 41 +   + + + + + Section 8.1 Rights or Powers +    +   + 41 +   + + Section 8.2 Voting +    +   + 42 +   + + Section 8.3 Various Capacities +    +   + 42 +   + + + + + Article IX TRANSFERS OF INTERESTS +    +   + 43 +   + + + + + Section 9.1 Restrictions on Transfer +    +   + 43 +   + + Section 9.2 Notice of Transfer +    +   + 44 +   + + Section 9.3 Transferee Members +    +   + 44 +   + + Section 9.4 Legend +    +   + 44 +   + + + + + Article X ACCOUNTING +    +   + 45 +   + + + + + Section 10.1 Books of Account +    +   + 45 +   + + Section 10.2 Tax Elections +    +   + 45 +   + + Section 10.3 Tax Returns; Information +    +   + 46 +   + + Section 10.4 Tax Matters Member and Company Representative +    +   + 47 +   + + Section 10.5 Withholding Tax Payments and Obligations +    +   + 48 +   + + + + + Article XI DISSOLUTION AND TERMINATION +    +   + 49 +   + + + + + Section 11.1 Liquidating Events +    +   + 49 +   + + Section 11.2 Bankruptcy +    +   + 49 +   + + Section 11.3 Procedure +    +   + 50 +   + + Section 11.4 Rights of Members +    +   + 51 +   + + Section 11.5 Notices of Dissolution +    +   + 51 +   + + Section 11.6 Reasonable Time for Winding Up +    +   + 51 +   + + Section 11.7 No Deficit Restoration +    +   + 51 +   + + + + + Article XII GENERAL +    +   + 52 +   + + + + + Section 12.1 Amendments; Waivers +    +   + 52 +   + + Section 12.2 Further Assurances +    +   + 52 +   + + Section 12.3 Successors and Assigns +    +   + 53 +   + + Section 12.4 Entire Agreement +    +   + 53 +   + + Section 12.5 Rights of Members Independent +    +   + 53 + + +[... source-of-truth truncated for prompt ...] + +e any third party beneficiary hereto. [Signatures Pages Follow] +   55 + + + IN WITNESS WHEREOF , each of the parties hereto has caused this First Amended and Restated +Limited Liability Company Agreement to be executed as of the day and year first above written.   + + + + + + + COMPANY: + + + + ROSEHILL OPERATING COMPANY, LLC + + + + + By: +   + /s/ J. A. Townsend + + Name: +   + J. A. Townsend + + Title: +   + President and Chief Executive Officer + + + + MEMBERS: + + + + TEMA OIL AND GAS COMPANY + + + + + By: +   + /s/ J. A. Townsend + + Name: +   + J. A. Townsend + + Title: +   + President + +   S IGNATURE +P AGE TO F IRST A MENDED AND R ESTATED +L IMITED L IABILITY C OMPANY A GREEMENT OF R OSEHILL +O PERATING C OMPANY , LLC + + + + + + + + + + ROSEHILL RESOURCES INC. + + + + + By: +   + /s/ J. A. Townsend + + Name: +   + J. A. Townsend + + Title: +   + President, Chief Executive Officer + + + + MANAGING MEMBER: + + + + ROSEHILL RESOURCES INC. + + + + + By: +   + /s/ J. A. Townsend + + Name: +   + J. A. Townsend + + Title: +   + President, Chief Executive Officer + +   S IGNATURE +P AGE TO F IRST A MENDED AND R ESTATED +L IMITED L IABILITY C OMPANY A GREEMENT OF R OSEHILL +O PERATING C OMPANY , LLC + + + EXHIBIT A 1 +   + + + + + + + + + + + + + + + + + Member +    + Number of Common Units Owned +   +    + Number of Series A Preferred Units Owned +   +    + Closing Date Capital Account Balance +   + + Rosehill Resources Inc. +    +   + 5,856,579 +   +    +   + 95,000 +   +    + $ + 119,857,139.00 +   + + Tema Oil and Gas Company +    +   + 29,807,692 +   +    +   + 0 +   +    + $ + 253,067,343.54 +   +     + + + 1   + To be updated by the Managing Member in its reasonable discretion following the closing of the transactions contemplated by the Combination Agreement, including to take into account any adjustments to the consideration +as described in the Combination Agreement. +   A-1 + +``` + +### Current parser output for idx=50 + +``` +(no parser output yet for idx=50 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=50 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=50. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 51 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 51` parses idxs 0..50 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=50.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=50" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 50' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=50 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 50 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=50 and EXIT. + DO NOT continue with idx=50+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=50, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=50+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx51_20260510T051617.md b/data/auto_parse/level_freeze/turns/prompt_idx51_20260510T051617.md new file mode 100644 index 0000000..6edeaad --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx51_20260510T051617.md @@ -0,0 +1,498 @@ +# clause-extract level-tuning loop — dispatch for idx=51 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=51 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=51, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 51 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50] + +### Source-of-truth excerpt for idx=51 + +``` + + EX-10.4 + + + Exhibit 10.4 + RODIN GLOBAL PROPERTY TRUST, INC. + DISTRIBUTION SUPPORT AGREEMENT + DISTRIBUTION SUPPORT AGREEMENT (the “ Agreement ”) dated March 23, 2017, by and between Cantor Fitzgerald +Investors, LLC (the “ Sponsor ”) and Rodin Global Property Trust, Inc. (the “ Company ”). WHEREAS , +the Company has registered for public sale (the “ Offering ”) a maximum of $1,250,000,000 in shares of its common stock, $0.01 par value per share (the “ Shares ”), of which amount: (a) up to $1,000,000,000 in +Shares are being offered to the public pursuant to the Company’s primary offering; and (b) up to $250,000,000 in Shares are being offered to stockholders of the Company (the “ Stockholders ”) pursuant to the Company’s +distribution reinvestment plan; WHEREAS , the majority of the net proceeds of the Offering are intended to be invested in a +diversified portfolio of income-producing commercial properties and other real estate-related assets, investing primarily in the acquisition of single-tenant net leased commercial properties located in the United States, United Kingdom and other +European countries; and WHEREAS , to ensure that the Company has a sufficient amount of funds to cover cash distributions +authorized and declared to Stockholders during the Offering, the Sponsor has agreed to enter into this Agreement in accordance with the terms set forth herein. + NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as +follows: 1. Definitions . The following terms, when used herein, shall have the following meanings: + “ Advisor ” means Rodin Global Property Advisors, LLC, the Company’s advisor, or any Affiliated successor. + “ Affiliate ” means with respect to any Person: (i) any Person directly or indirectly owning, controlling or holding, with +the power to vote, ten percent or more of the outstanding voting securities of such other Person; (ii) any Person ten percent or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to +vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and +(v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. An entity shall not be deemed to control or be under common control with a program sponsored by the Sponsor unless (A) the +entity owns ten percent or more of the voting equity interests of such program or (B) a majority of the board of directors (or equivalent governing body) of such program is composed of Affiliates of the entity. + “ Agreement ” has the meaning set forth in the recitals. + + + “ Business Day ” means any day, other than a Saturday or Sunday, that is neither a +legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close. + “ Class  I Shares ” means the Class I shares of the Company’s common stock, par value $0.01 +per share, offered pursuant to the Offering. “ Code ” means the Internal Revenue Code of 1986, as amended from time to +time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as +in effect from time to time. “ Company ” has the meaning set forth in the recitals. + “ Distribution Shortfall ” means, with respect to any calendar quarter during the Term, the amount by which Quarterly +Distributions exceed MFFO for such quarter or, in the event MFFO is negative, the amount of the Quarterly Distributions for such quarter. + “ Issue Date ” has the meaning set forth in Section 3(b) hereof. + “ MFFO ” means the Company’s modified funds from operations as disclosed in the Company’s Periodic Report filed with +respect to the applicable period. “ Offering ” has the meaning set forth in the recitals. + “ Periodic Report ” means the Company’s quarterly report on Form 10-Q or annual +report on Form 10-K, as applicable. “ Person ” means an individual, corporation, +partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c) (17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Internal +Revenue Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity, or any government or any agency or political subdivision thereof, and also includes a group as that term is +used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. “ Prospectus ” means the +prospectus for the Offering contained in the Company’s registration statement on Form S-11, filed with the SEC pursuant to the Securities Act of 1933, as amended, and the applicable rules and regulations +of the SEC promulgated thereunder, and declared effective by the SEC, as such prospectus may be supplemented or amended thereafter. + “ Purchase Price ” means, as of any given date, the per share price of the Shares in the Offering, net of the maximum per share +selling commissions and maximum dealer manager fees specified in the Prospectus. +   2 + + + “ Quarterly Distributions ” means the aggregate amount of cash distributions paid +to Stockholders during a calendar quarter. “ SEC ” means the United States Securities and Exchange Commission. + “ Shares ” has the meaning set forth in the recitals. + “ Sponsor ” has the meaning set forth in the recitals. + “ Stockholders ” has the meaning set forth in the recitals. + “ Term ” has the meaning set forth in Section 4 hereof. + 2. Share Purchase Commitment . I + +[... source-of-truth truncated for prompt ...] + + and the Advisor or a transaction between the Company and any Affiliate of the Sponsor, including, without limitation, the removal of the +Advisor or any of its Affiliates as the Company’s Advisor. These voting restrictions shall survive with respect to the Sponsor until such time that the Advisor or its Affiliates are no longer serving as the Company’s Advisor. + 7. Assignment; Third Party Beneficiaries . This Agreement may not be assigned by any of the parties; provided, however , that the +Sponsor may assign its obligations under this Agreement to any one or more of its Affiliates, but no such assignments shall relieve the Sponsor of its obligations hereunder. This Agreement shall inure to the benefit of and shall be binding upon the +heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto. 8. Governing Law . This +Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without reference to conflict of laws provisions. + 9. Amendment . No amendment, modification or waiver of this Agreement will be valid unless made in writing and duly executed by each +party hereto. 10. Entire Agreement . This agreement constitutes the entire understanding among the parties with respect to the +subject matter hereof. This agreement may be executed in one or more counterparts. [The remainder of this page is intentionally left +blank. Signature page follows.] +   4 + + + IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date and +year first above written.   + + + + + + + RODIN GLOBAL PROPERTY TRUST, INC. + + + + + By: +   + /s/ Kenneth Carpenter + + Name: +   + Kenneth Carpenter + + Title: +   + President + + + + CANTOR FITZGERALD INVESTORS, LLC + + + + + By: +   + /s/ Shawn Matthews + + Name: +   + Shawn Matthews + + Title: +   + Chief Executive Officer + [Signature Page to Distribution Support Agreement – Rodin Global Property Trust, Inc.] + +``` + +### Current parser output for idx=51 + +``` +(no parser output yet for idx=51 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=51 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=51. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 52 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 52` parses idxs 0..51 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=51.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=51" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 51' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=51 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 51 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=51 and EXIT. + DO NOT continue with idx=51+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=51, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=51+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx52_20260510T052012.md b/data/auto_parse/level_freeze/turns/prompt_idx52_20260510T052012.md new file mode 100644 index 0000000..ec9958f --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx52_20260510T052012.md @@ -0,0 +1,395 @@ +# clause-extract level-tuning loop — dispatch for idx=52 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=52 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=52, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 52 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51] + +### Source-of-truth excerpt for idx=52 + +``` + + + + + Exhibit + + + 2017 AFI PSU Tier II - STOCK | CASH FLOW (With Australian Addendum) 2017 Long-Term Performance-Based Restricted Stock Unit Grant Performance Goals Based on Cumulative Free Cash Flow Company Confidential ARMSTRONG FLOORING, INC. 2500 Columbia Ave., P.O. Box 3025 Lancaster, PA 17604 717.672.9611   %%FIRST_NAME%-% %%MIDDLE_NAME%-%   %%LAST_NAME%-%   I am pleased to inform you that the Company’s Management Development and Compensation Committee granted you the following: Date of Grant: March 7, 2017 Performance Units (" Target  Award"): [] Performance Period (" Performance  Period"): January 1, 2017 through December 31, 2019 This award recognizes the importance of your role in achieving the Company’s long-term strategy and is subject to the terms of the 2016 Long-Term Incentive Plan and the award agreement. The award agreement consists of this grant letter with the Performance Goals attached as Exhibit A and the Terms and Conditions attached as Exhibit B . The Performance Units will be earned by achieving a Performance Goal based on Cumulative Free Cash Flow, subject to your continued employment through the end of the Performance Period. The Committee has established the Performance Goal set forth on Exhibit A , which allows you to earn up to 200 % of the Target Award, if you remain continuously employed by the Employer through the end of the Performance Period. To the extent the Performance Goal is achieved and you satisfy the employment requirements, a number of shares of Company Stock equal to the Performance Units that are earned and vested will be distributed to you following the conclusion of the Performance Period in accordance with the payment terms set forth in the Terms and Conditions. The Company will withhold shares to satisfy your tax obligations unless prohibited by country law or unless you provide a payment to cover the tax withholding obligation. You have no ownership or voting rights relative to the Performance Units. If the Company makes cash dividend payments during the Performance Period, the value of the dividends on shares attributable to the Performance Units will accrue as dividend equivalents in a non-interest bearing bookkeeping account. You will receive a cash payment equal to the accrued dividend equivalents at the end of the Performance Period, adjusted for the number of Performance Units that become earned and vested. Employment Events The following chart is a summary of the provisions which apply to this award in connection with termination of employment. The following is only a summary, and in the event of termination of employment, the award will be governed by the Terms and Conditions. Event Provisions ■ Voluntary Resignation ■ Termination for Cause All Performance Shares and accrued dividends are forfeited. ■ “55 / 5” Rule Termination         (55 years of age or older with 5 years         of service) ■ Involuntary Termination Without Cause If termination occurs after 10 months following the Date of Grant, then to the extent that the Performance Goal is achieved, Performance Units and accrued dividend equivalents are earned pro-rata, based on the period of employment; otherwise the Performance Units and accrued dividend equivalents are forfeited. ■ Death ■ Long-Term Disability To the extent that the Performance Goals are achieved, Performance Shares and accrued dividends are earned pro-rata, based on the period of employment. After a Change in Control: ■ Involuntary Termination Without Cause ■ Death ■ Long-Term Disability Performance Shares calculated upon the Change in Control and accrued dividends are earned as described in Exhibit A . In the event of any inconsistency between the foregoing summary and the Terms and Conditions or the 2016 Long-Term Incentive Plan, the Terms and Conditions or the 2016 Long-Term Incentive Plan, as applicable, will govern. Capitalized terms used but not defined in this grant letter will have the meanings set forth in the 2016 Long-Term Incentive Plan or the Terms and Conditions, as applicable. Please contact Lisa DeMascola (717-672-7394) if you have questions. Sincerely, Donald R. Maier President and Chief Executive Officer The information contained in this letter is confidential and any discussion, distribution or use of this information is prohibited. 2 Exhibit A Performance Goal Cumulative Free Cash Flow : Cumulative Free Cash Flow is defined as cash flow from operations, less cash used in investing activities, as determined by the Committee. Cumulative Free Cash Flow Performance Scale   Performance Level   Payout Below $66M   0% $66M   50% $94M   100% $165M   200% Threshold level performance must be achieved in order to earn any Performance Units for the Performance Goal. If actual performance is between performance levels, the number of Performance Units earned with respect to the Performance Goal will be interpolated on a straight line basis for pro-rata achievement for performance at or between performance levels. If the Performance Goal would produce fractional units, the number of Performance Units earned shall be rounded up to the nearest whole unit, but not in excess of an aggregate of 200% of the Target Award. Change in Control: If a Change in Control occurs prior to the end of the Performance Period, the number of Performance Units earned with respect to the Cumulative Free Cash Flow Performance Goal will be the greater of (i) the Target Award or (ii) the number of Performance Units earned with respect to the Cumulative Free Cash Flow Performance Goal based on actual Cumulative Free Cash Flow through the date of the Change in Control relative to the 2017, 2018 and 2019 portions of the total Cumulative Free Cash Flow target, as determined by the Committee before the Change in Control in its sole discretion. Cumulative Free Cash Flow through the date of the Change in Control shall be compared to the a + +[... source-of-truth truncated for prompt ...] + +ll persons to whom an offer or invitation of Performance Units are made in Australia under the Plan. “ Exchange ” means the New York Stock Exchange. “ related body corporate ” has the meaning given in section 50 of the Corporations Act 2001 (Cth). General Advice Only   Any advice given by the Company or any related body corporate of the Company in relation to the Performance Units offered under the Plan does not take into account an Australian Participant’s objectives, financial situation and needs. Australian Participants should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities & Investments Commission to give such advice. Acquisition price No acquisition price is payable by Australian Participants for the Company to grant you the number of Performance Units set forth in the Grant Letter. Risks of Performance Units and Company Stock Acquiring and holding Performance Units and Company Stock involves risk. These risks include that: (a)    there is no guarantee that Company Stock will grow in value - it may decline in value. Stock markets are subject to fluctuations and the price of Company Stock can rise and fall, depending upon the Company’s performance and other internal and external factors. (b)    the Company may decide not to continue to pay dividends on its Company Stock at the current level, or may decide to cease the payment of dividends on its Company Stock. (c)    there are tax implications involved in acquiring and holding Performance Units and Company Stock and the tax regime applying to Australian Participants may change. Market Price of Company Stock in Australian Dollars An Australian Participant could, from time to time, ascertain the market price of Company Stock by obtaining that price from the Exchange website, the Company website or The Wall Street Journal, and multiplying that price by a published exchange rate to convert U.S. Dollars into Australian Dollars. + +``` + +### Current parser output for idx=52 + +``` +(no parser output yet for idx=52 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=52 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=52. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 53 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 53` parses idxs 0..52 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=52.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=52" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 52' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=52 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 52 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=52 and EXIT. + DO NOT continue with idx=52+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=52, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=52+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx53_20260510T052625.md b/data/auto_parse/level_freeze/turns/prompt_idx53_20260510T052625.md new file mode 100644 index 0000000..dbff7d8 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx53_20260510T052625.md @@ -0,0 +1,447 @@ +# clause-extract level-tuning loop — dispatch for idx=53 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=53 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=53, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 53 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52] + +### Source-of-truth excerpt for idx=53 + +``` + + EX-10.4 + + + Exhibit 10.4 + ROSEHILL RESOURCES INC. + LONG-TERM INCENTIVE PLAN + 1.     Purpose . The purpose of the Rosehill Resources Inc. Long-Term Incentive Plan (the +“ Plan ”) is to provide a means through which (a) Rosehill Resources Inc., a Delaware corporation (the “ Company ”), and its Affiliates may attract, retain and motivate qualified persons to serve as +employees, directors and consultants, thereby enhancing the profitable growth of the Company and its Affiliates and (b) persons upon whom the responsibilities of the successful administration and management of the Company and its Affiliates +rest, and whose present and potential contributions to the Company and its Affiliates are of importance, can acquire and maintain stock ownership or other awards tied to the performance of the Company, thereby strengthening their concern for the +Company and its Affiliates. Accordingly, the Plan provides for the grant of Options, SARs, Restricted Stock, Restricted Stock Units, Stock Awards, Dividend Equivalents, Other Stock-Based Awards, Cash Awards, Substitute Awards, Performance Awards, or +any combination of the foregoing, as determined by the Committee in its sole discretion. 2.     Definitions . +For purposes of the Plan, the following terms shall be defined as set forth below: + (a)    “ Affiliate ” means any corporation, partnership, limited liability company, limited +liability partnership, association, trust or other organization that, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with +correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% +of the securities having ordinary voting power for the election of directors of the controlled entity or organization or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether +through the ownership of voting securities, by contract, or otherwise. + (b)    “ ASC Topic 718 ” means Financial Accounting Standards Board Accounting Standards +Codification Topic 718, Compensation – Stock Compensation , as amended or any successor accounting standard. + (c)    “ Award ” means any Option, SAR, Restricted Stock, Restricted Stock Unit, Stock Award, +Dividend Equivalent, Other Stock-Based Award, Cash Award, Substitute Award or Performance Award, together with any other right or interest, granted under the Plan. + (d)    “ Award Agreement ” means a written or electronic agreement (including any employment, +severance or change in control agreement) or other instrument or document evidencing an Award, which agreement, instrument, or document may, but need not be, executed or acknowledged by a Participant. + (e)    “ Board ” means the Board of Directors of the Company. + (f)    “ Cash Award ” means an Award denominated in cash granted under Section 6(i) . + + + (g)    “ Change in Control ” means, except as otherwise +provided in an Award Agreement, the occurrence of any of the following events after the Effective Date: (i)    A +“change in the ownership” of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5)(v), whereby any one person, or more than one person acting as a “group” (for +purposes of this Section 2(g)(i) , as such term is defined in Treasury Regulation § 1.409A-3(i)(5)(v)(B)), acquires ownership of stock in the Company that, together with stock held by such person or +group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. + (ii)    A “change in the effective control” of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vi), whereby either (A) any one person, or more than one person acting as a “group” (for purposes of this Section 2(g)(ii) , as such term is defined in Treasury Regulation § 1.409A-3(i)(5)(vi)(D)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of +the Company possessing 30% or more of the total voting power of the stock of the Company; or (B) a majority of the members of the Board are replaced during any 12-month period by directors whose +appointment or election is not endorsed by at least a majority of the members of the Board prior to the date of such appointment or election. + (iii)    A “change in the ownership of a substantial portion” of the Company’s assets within the meaning +of Treasury Regulation § 1.409A-3(i)(5)(vii), whereby any one person, or more than one person acting as a “group” (for purposes of this Section 2(g)(iii) , as such term is defined in +Treasury Regulation § 1.409A-3(i)(5)(vii)(C)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person +or persons) assets of the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company immediately prior to such acquisition or acquisitions. + The preceding provisions of this Section 2(g) are intended to merely summarize the provisions of Treasury Regulation § 1.409A-3(i)(5) and, to the extent that the preceding provisions of this Section 2(g) do not incorporate fully all of the provisions (or are otherwise inconsistent with the provisions) of Treasury Regulation +§ 1.409A-3(i)(5), then the relevant provisions of such Treasury Regulation shall control. In addition, for purposes of this Section 2(g) and except as otherwise provided in an Award Agreement, +“Company” includes (x) the Company, (y) the entity for whom a Participant performs the services for which an Award is granted, and (z) an entity that is a stockholder owning more than 50% of th + +[... source-of-truth truncated for prompt ...] + +ded. +   23 + + + (n)     Plan Effective Date and Term . The Plan was adopted by the Board +to be effective on the Effective Date. No Awards may be granted under the Plan on and after the tenth anniversary of the Effective Date. However, any Award granted prior to such termination (or any earlier termination pursuant to + Section  10 ), and the authority of the Board or Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award in accordance with the terms of the +Plan, shall extend beyond such termination until the final disposition of such Award. 10.     Amendments to the +Plan and Awards. The Committee may amend, alter, suspend, discontinue or terminate any Award or Award Agreement, the Plan or the Committee’s authority to grant Awards without the consent of stockholders or Participants, except that +any amendment or alteration to the Plan, including any increase in any share limitation, shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Committee action if such stockholder +approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Committee may otherwise, in its discretion, determine to submit +other changes to the Plan to stockholders for approval; provided , that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such Participant under any previously granted +and outstanding Award. For purposes of clarity, any adjustments made to Awards pursuant to Section  8 will be deemed not to materially and adversely affect the rights of any Participant under any previously granted and +outstanding Award and therefore may be made without the consent of affected Participants. [Remainder of Page Intentionally Blank] + +   24 + +``` + +### Current parser output for idx=53 + +``` +(no parser output yet for idx=53 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=53 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=53. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 54 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 54` parses idxs 0..53 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=53.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=53" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 53' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=53 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 53 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=53 and EXIT. + DO NOT continue with idx=53+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=53, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=53+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx54_20260510T054700.md b/data/auto_parse/level_freeze/turns/prompt_idx54_20260510T054700.md new file mode 100644 index 0000000..1e4bae0 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx54_20260510T054700.md @@ -0,0 +1,397 @@ +# clause-extract level-tuning loop — dispatch for idx=54 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=54 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=54, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 54 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53] + +### Source-of-truth excerpt for idx=54 + +``` + + + + + Exhibit + + + HOSTESS BRANDS, INC. RESTRICTED STOCK AWARD AGREEMENT Cover Sheet Hostess Brands, Inc., a company incorporated under the laws of the State of Delaware (“Company”), hereby grants an award of restricted stock (“Restricted Shares”) to the individual named below. The terms and conditions of the Restricted Shares are set forth in this cover sheet (“Cover Sheet”), in the attached Restricted Stock Award Agreement (the “Agreement”) and in the Hostess Brands, Inc. 2016 Equity Incentive Plan (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan. Granted to:   Date of Grant:   Number of Restricted Shares:   Issuance of Shares: Upon issuance, the Restricted Shares will not be vested, and until vesting occurs, the Restricted Shares shall be subject to forfeiture and restrictions on transfer as set forth in the Agreement. Vesting Schedule:   By signing this Cover Sheet, you agree to all of the terms and conditions described in this Cover Sheet, in the Agreement and in the Plan. If you do not sign and return this Cover Sheet within 60 days of the Date of Grant, the Company will have the right to rescind this award. Signature:__________________________         Date:__________________________ HOSTESS BRANDS, INC. By:________________________ Name: Title:     HOSTESS BRANDS, INC. RESTRICTED STOCK AWARD AGREEMENT Right to Shares The Restricted Shares are subject to the vesting conditions described below. Upon vesting, all restrictions on the Restricted Shares shall lapse. Vesting The Restricted Shares issued to you will vest in accordance with the schedule set forth in the Cover Sheet. Should your employment with the Company and its Subsidiaries terminate for any reason except in connection with a Change of Control as described below, prior to a vesting date, you shall forfeit all rights to any Restricted Shares which have not vested as of such vesting date. Such Restricted Shares shall be returned to the Company automatically and for no consideration. Change of Control Notwithstanding the foregoing: (A) if there occurs a Change of Control, and this Award does not continue or is not assumed by an acquiror on a substantially equivalent basis, then any Restricted Shares that have not yet vested shall vest immediately prior to the Change of Control, and all applicable restrictions shall lapse; and (B) if there occurs a Change of Control, and this Award continues or is assumed by an acquiror on a substantially equivalent basis, and your employment is terminated by the Company or an acquiror without Cause or otherwise under circumstances entitling you to severance under the Company’s or acquiror’s severance plan within 12 months following the Change of Control, then any Restricted Shares at the time of such termination shall become fully vested and all restrictions shall lapse. Termination Should your employment with the Company and its Subsidiaries terminate for any reason except in connection with a Change of Control as described above, prior to a vesting date, you shall forfeit all rights to any Restricted Shares which have not vested as of such vesting date. Such Restricted Shares shall be returned to the Company automatically and for no consideration. 2 Termination for Cause; Recoupment If your employment is terminated for Cause or if you breach any restrictive covenant agreement between you and the Company or its Subsidiaries, you shall forfeit all rights to any Restricted Shares which have not vested as of such termination date. Such Restricted Shares shall be returned to the Company automatically and for no consideration. If at any time within one year after the date on which any Restricted Shares become vested, (a) your employment is terminated for Cause or (b) the Committee determines in its reasonable discretion that after termination of your employment for any reason, you engaged in conduct that violated any continuing obligation or duty in respect of the Company or any Subsidiary (including any breach of any restrictive covenant agreement between you and the Company), then, subject to applicable law, upon notice from the Company, you shall repay to the Company any cash or Shares you received pursuant to this Award, or if you disposed of any such Shares, the Fair Market Value of such Shares as of the date of disposition. Nothing in this Agreement shall limit the Company’s right of recoupment pursuant to Section 13 of the Plan, including recoupment of payments pursuant to the Company’s compensation recovery, “clawback” or similar policy, as may be in effect from time to time. Taxes You are solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the award or settlement of the Restricted Shares. At the time of taxation, the Company shall have the right to deduct from other compensation, or to withhold Shares (by transferring Shares back to the Company) in an amount equal to the federal (including FICA), state, local and foreign taxes and other amounts as may be required by law to be withheld with respect to the Restricted Shares. If Shares are withheld, the value of the Shares withheld may not exceed the minimum applicable tax withholding amount (except as otherwise determined by the Committee in its sole discretion). By accepting this Award, you expressly consent to the withholding of Shares or other amounts payable to you. 3 Restrictions on Resale By signing this Agreement, you agree not to sell any Shares issued hereunder at a time when applicable laws, regulations or Company policies prohibit a sale. In addition, until the Restricted Shares have vested pursuant to the schedule set forth in the Cover Sheet, they may not be sold, transferred, assigned, pledged, margined, or otherwise encumbered or disposed of (except for transfers and forfeitures to the Company). The Company’s obligation to issue Shares under this Award sh + +[... source-of-truth truncated for prompt ...] + +terms of the Plan. Delivery of Documents The Company may, in its sole discretion, decide to deliver any documents related to this Award or other Awards granted to you under the Plan by electronic means. By signing the Cover Sheet, you consent to receive all documents related to this Award or other Awards granted to your under the Plan by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. Amendment The terms and conditions of this Agreement and the Restricted Shares may be amended by the Committee or the Board as permitted by the Plan. The Plan and Other Agreements The text of the Plan and any amendments thereto are incorporated in this Agreement by reference. This Agreement, the Cover Sheet and the Plan constitute the entire understanding between you and the Company regarding the Restricted Shares. Any prior agreements, commitments or negotiations concerning the Restricted Shares are superseded. In the event there is any express conflict between this Agreement and the terms of the Plan, the terms of the Plan shall govern. By signing the Cover Sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan and evidence your acceptance of the powers of the Committee of the Board of Directors of the Company that administers the Plan. 5 STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Hostess Brands, Inc. (the “Company”), _________________ shares of common stock, $0.0001 par value per share, of the Company, registered in the name of the undersigned on the books and records of the Company, and does hereby irrevocably constitute and appoint _________________, attorney to transfer the said stock on the books of the Company with full power of substitution in the premises. ______________________________     Signed ______________________________ `    Date 6 + +``` + +### Current parser output for idx=54 + +``` +(no parser output yet for idx=54 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=54 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=54. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 55 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 55` parses idxs 0..54 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=54.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=54" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 54' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=54 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 54 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=54 and EXIT. + DO NOT continue with idx=54+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=54, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=54+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx55_20260510T055314.md b/data/auto_parse/level_freeze/turns/prompt_idx55_20260510T055314.md new file mode 100644 index 0000000..ae8e710 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx55_20260510T055314.md @@ -0,0 +1,398 @@ +# clause-extract level-tuning loop — dispatch for idx=55 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=55 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=55, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 55 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54] + +### Source-of-truth excerpt for idx=55 + +``` + + + + + Exhibit + + + 2017 AFI PSU Tier II - STOCK | EBITDA (With Australian Addendum) 2017 Long-Term Performance-Based Restricted Stock Unit Grant Performance Goals Based on Cumulative EBITDA Company Confidential ARMSTRONG FLOORING, INC. 2500 Columbia Ave., P.O. Box 3025 Lancaster, PA 17604 717.672.9611   %%FIRST_NAME%-% %%MIDDLE_NAME%-%   %%LAST_NAME%-%   I am pleased to inform you that the Company’s Management Development and Compensation Committee granted you the following: Date of Grant: March 7, 2017 Performance Units (" Target  Award"): [] Performance Period (" Performance  Period"): January 1, 2017 through December 31, 2019 This award recognizes the importance of your role in achieving the Company’s long-term strategy and is subject to the terms of the 2016 Long-Term Incentive Plan and the award agreement. The award agreement consists of this grant letter with the Performance Goals attached as Exhibit A and the Terms and Conditions attached as Exhibit B . The Performance Units will be earned by achieving a Performance Goal based on Cumulative EBITDA, subject to your continued employment through the end of the Performance Period. The Committee has established the Performance Goal set forth on Exhibit A , which allows you to earn up to 200 % of the Target Award, if you remain continuously employed by the Employer through the end of the Performance Period. To the extent the Performance Goal is achieved and you satisfy the employment requirements, a number of shares of Company Stock equal to the Performance Units that are earned and vested will be distributed to you following the conclusion of the Performance Period in accordance with the payment terms set forth in the Terms and Conditions. The Company will withhold shares to satisfy your tax obligations unless prohibited by country law or unless you provide a payment to cover the tax withholding obligation. You have no ownership or voting rights relative to the Performance Units. If the Company makes cash dividend payments during the Performance Period, the value of the dividends on shares attributable to the Performance Units will accrue as dividend equivalents in a non-interest bearing bookkeeping account. You will receive a cash payment equal to the accrued dividend equivalents at the end of the Performance Period, adjusted for the number of Performance Units that become earned and vested. Employment Events The following chart is a summary of the provisions which apply to this award in connection with termination of employment. The following is only a summary, and in the event of termination of employment, the award will be governed by the Terms and Conditions. Event Provisions ■ Voluntary Resignation ■ Termination for Cause All Performance Shares and accrued dividends are forfeited. ■ “55 / 5” Rule Termination         (55 years of age or older with 5 years         of service) ■ Involuntary Termination Without Cause If termination occurs after 10 months following the Date of Grant, then to the extent that the Performance Goal is achieved, Performance Units and accrued dividend equivalents are earned pro-rata, based on the period of employment; otherwise the Performance Units and accrued dividend equivalents are forfeited. ■ Death ■ Long-Term Disability To the extent that the Performance Goals are achieved, Performance Shares and accrued dividends are earned pro-rata, based on the period of employment. After a Change in Control: ■ Involuntary Termination Without Cause ■ Death ■ Long-Term Disability Performance Shares calculated upon the Change in Control and accrued dividends are earned as described in Exhibit A . In the event of any inconsistency between the foregoing summary and the Terms and Conditions or the 2016 Long-Term Incentive Plan, the Terms and Conditions or the 2016 Long-Term Incentive Plan, as applicable, will govern. Capitalized terms used but not defined in this grant letter will have the meanings set forth in the 2016 Long-Term Incentive Plan or the Terms and Conditions, as applicable. Please contact Lisa DeMascola (717-672-7394) if you have questions. Sincerely, Donald R. Maier President and Chief Executive Officer The information contained in this letter is confidential and any discussion, distribution or use of this information is prohibited. 2 Exhibit A Performance Goal Cumulative EBITDA : Cumulative EBITDA is defined as (i) operating income, plus (ii) depreciation and amortization, plus (iii) non-cash pension expense, as determined by the Committee. Cumulative EBITDA Performance Scale   Performance Level   Payout Below $259M   0% $259M   50% $324M   100% $486M   200% Threshold level performance must be achieved in order to earn any Performance Units for the Performance Goal. If actual performance is between performance levels, the number of Performance Units earned with respect to the Performance Goal will be interpolated on a straight line basis for pro-rata achievement for performance at or between performance levels. If the Performance Goal would produce fractional units, the number of Performance Units earned shall be rounded up to the nearest whole unit, but not in excess of an aggregate of 200% of the Target Award. Change in Control: If a Change in Control occurs prior to the end of the Performance Period, the number of Performance Units earned with respect to the Cumulative EBITDA Performance Goal will be the greater of (i) the Target Award or (ii) the number of Performance Units earned with respect to the Cumulative EBITDA Performance Goal based on Cumulative EBITDA through the date of the Change in Control relative to the 2017, 2018 and 2019 portions of the total Cumulative EBITDA target, as determined by the Committee before the Change in Control in its sole discretion. Cumulative EBITDA through the date of the Change in Control shall be compared to the annual and quarterly targets for the period through th + +[... source-of-truth truncated for prompt ...] + +ll persons to whom an offer or invitation of Performance Units are made in Australia under the Plan. “ Exchange ” means the New York Stock Exchange. “ related body corporate ” has the meaning given in section 50 of the Corporations Act 2001 (Cth). General Advice Only   Any advice given by the Company or any related body corporate of the Company in relation to the Performance Units offered under the Plan does not take into account an Australian Participant’s objectives, financial situation and needs. Australian Participants should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities & Investments Commission to give such advice. Acquisition price No acquisition price is payable by Australian Participants for the Company to grant you the number of Performance Units set forth in the Grant Letter. Risks of Performance Units and Company Stock Acquiring and holding Performance Units and Company Stock involves risk. These risks include that: (a)    there is no guarantee that Company Stock will grow in value - it may decline in value. Stock markets are subject to fluctuations and the price of Company Stock can rise and fall, depending upon the Company’s performance and other internal and external factors. (b)    the Company may decide not to continue to pay dividends on its Company Stock at the current level, or may decide to cease the payment of dividends on its Company Stock. (c)    there are tax implications involved in acquiring and holding Performance Units and Company Stock and the tax regime applying to Australian Participants may change. Market Price of Company Stock in Australian Dollars An Australian Participant could, from time to time, ascertain the market price of Company Stock by obtaining that price from the Exchange website, the Company website or The Wall Street Journal, and multiplying that price by a published exchange rate to convert U.S. Dollars into Australian Dollars. + +``` + +### Current parser output for idx=55 + +``` +(no parser output yet for idx=55 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + idx=54: 7 records, levels=[1, 0, 1, 1, 1, 1, 3] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=55 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=55. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 56 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 56` parses idxs 0..55 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=55.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=55" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 55' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=55 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 55 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=55 and EXIT. + DO NOT continue with idx=55+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=55, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=55+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx56_20260510T055928.md b/data/auto_parse/level_freeze/turns/prompt_idx56_20260510T055928.md new file mode 100644 index 0000000..183db06 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx56_20260510T055928.md @@ -0,0 +1,528 @@ +# clause-extract level-tuning loop — dispatch for idx=56 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=56 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=56, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 56 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55] + +### Source-of-truth excerpt for idx=56 + +``` + + EX-10.5 + + + Exhibit 10.5 + REIMBURSEMENT AGREEMENT + THIS REIMBURSEMENT AGREEMENT (this “ Agreement ”) is entered into as of March 23, 2017, by and among Rodin Global +Property Trust, Inc. a Maryland corporation (the “ Company ”), Cantor Fitzgerald Investors, LLC, a Delaware limited liability company (the “ Sponsor ”), and, only with respect to Section 1.02(c) hereof, Rodin Global +Property Trust OP Holdings, LLC, a Delaware limited liability company (the “ Special Unit Holder ”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1.01 below. + W I T N E S S E T H + WHEREAS , the Sponsor is the sponsor of the Company; + WHEREAS , the Company has registered for public sale on Registration Statement + No. 333-214130 on Form S-11, as amended, a maximum of $1,250,000,000 in shares of its common stock, $0.01 par value per share, consisting of Class A shares, +Class T shares and Class I shares (collectively, the “ Shares ”), of which amount: (i) up to $1,000,000,000 in Shares are being offered to the public pursuant to the Company’s primary offering (the “Primary +Offering ”); and (ii) up to $250,000,000 in Shares are being offered to stockholders (the “ Stockholders ”) of the Company pursuant to the Company’s distribution reinvestment plan; + WHEREAS , the Company and the Sponsor have entered into a Dealer Manager Agreement, dated as of March 23, 2017 (the “ Dealer +Manager Agreement ”), with Cantor Fitzgerald & Co., a New York general partnership (the “ Dealer Manager ”), pursuant to which the Dealer Manager will offer and sell the Shares on a best efforts basis for the account +of the Company and manage the sale of the Shares by other participating broker dealers, upon the terms and subject to the conditions set forth in the Dealer Manager Agreement; + WHEREAS , the Company and the Special Unit Holder, have entered into the limited partnership agreement of Rodin Global Property Trust +Operating Partnership, LP, a Delaware limited partnership (the “ Operating Partnership ”), dated as of March 23, 2017 (the “ OP Agreement ”), pursuant to which, among other things, the Operating Partnership issued +Special Limited Partnership Units (the “ Special Limited Partnership Units ”) to the Special Unit Holder. WHEREAS , +the Sponsor has agreed to pay certain expenses relating to selling commissions and/or dealer-manager fees of the sale of the Shares in the amount of up to four percent (4%) of gross offering proceeds incurred in the Primary Offering (the +“ Sponsor Expenses ”); and WHEREAS , the Company has agreed to reimburse the Sponsor for the payment of Sponsor +Expenses in certain circumstances upon the terms and subject to the conditions hereinafter set forth. NOW, THEREFORE , in +consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows: + + + 1.01 Certain Definitions . As used in this Agreement, the following terms shall have +the meanings specified below: “ Agreement ” has the meaning set forth in the Recitals. + “ Charter ” means the Company’s Articles of Amendment and Restatement, as amended. + “ Company ” has the meaning set forth in the Recitals. + “ Dealer Manager ” has the meaning set forth in the Recitals. + “ Dealer Manager Agreement ” has the meaning set forth in the Recitals. + “OP Agreement” has the meaning set forth in the Recitals. + “ Operating Partnership ” has the meaning set forth in the Recitals. + “Primary Offering” has the meaning set forth in the Recitals. + “ Shares ” has the meaning set forth in the Recitals. + “Special Limited Partnership Units” has the meaning set forth in the recitals. + “ Special Unit Holder ” has the meaning set forth in the Recitals. + “ Sponsor ” has the meaning set forth in the Recitals. + “ Sponsor Expenses ” has the meaning set forth in the Recitals. + 1.02 Reimbursement . + (a) The Company hereby agrees to reimburse the Sponsor or its designee for all Sponsor Expenses actually incurred by, or on behalf of, the +Sponsor. The Company shall reimburse the Sponsor Expenses immediately prior to, or upon the occurrence of the redemption of the Special Limited Partnership Units in connection with the events (each, a “ Reimbursement Event ”) set +forth or contemplated by the provisions of Section 8.6 of the OP Agreement. The Company only shall be obligated to reimburse the Sponsor in connection with a Reimbursement Event after (x) the Company has fully invested the proceeds from +the Primary Offering and (y) the Stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a six percent (6%) cumulative, + non-compounded annual pre-tax return on such invested capital. + (b) Subject to Section 1.02(a) hereof, the Company’s reimbursement obligations hereunder shall be due and payable within fifteen +(15) days after the occurrence of a Reimbursement Event; provided , however , the Sponsor may, in its sole discretion, waive or defer all or any portion of the Sponsor Expenses. + (c) The Special Unit Holder hereby agrees to be contractually subordinated to the interests of the Sponsor with respect to any Sponsor +Expenses and any such reimbursement +   2 + + + +hereunder shall be reimbursed to the Sponsor prior to the payment of any distributions to the Special Unit Holder pursuant to the terms and conditions of the Operating Partnership. + (d) Subject only to the limitations contained in this Agreement and to any expressly applicable limitations contained in the Charter, the +obligations of the Company under this Agreement are absolute, unconditional and irrevocable and shall be paid and observed, as may be applicable, strictly in accordance with the terms of this Agreement under all circumstances whatsoever. + (e) In the event of a default by the Company hereunder, the Sponsor shall have all remedies available at law or in equity. In addit + +[... source-of-truth truncated for prompt ...] + +ew York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Agreement. + 1.08 Entire Agreement . This Agreement contains the entire agreement and understanding between the parties hereto with respect to +the subject matter hereof. 1.09 Interpretation . Words used herein regardless of the number and gender specifically used, +shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. + 1.10 Headings . The titles of Sections contained in this Agreement are for convenience only, and they neither form a part of this +Agreement nor are they to be used in the construction or interpretation hereof. 1.11 Counterparts . This Agreement may be +executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding +when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. +   4 + + + IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date and +year first above written.   + + + + + + + RODIN GLOBAL PROPERTY TRUST, INC. + + + + + By: +   + /s/ Kenneth Carpenter + + +   + Name: Kenneth Carpenter + + +   + Title: President + + + + CANTOR FITZGERALD INVESTORS, LLC + + + + + By: +   + /s/ Shawn Matthews + + +   + Name: Shawn Matthews + + +   + Title: Chief Executive Officer + + + + With respect to Section 1.02(c) only: + + + + RODIN GLOBAL PROPERTY TRUST OP HOLDINGS, LLC + + + + + By: +   + /s/ Shawn Matthews + + +   + Name: Shawn Matthews + + +   + Title: Chief Executive Officer + [Signature Page to Reimbursement Agreement dated March 23, 2017] +   5 + +``` + +### Current parser output for idx=56 + +``` +(no parser output yet for idx=56 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + idx=54: 7 records, levels=[1, 0, 1, 1, 1, 1, 3] + idx=55: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=56 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=56. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 57 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 57` parses idxs 0..56 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=56.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=56" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 56' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=56 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 56 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=56 and EXIT. + DO NOT continue with idx=56+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=56, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=56+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx57_20260510T060536.md b/data/auto_parse/level_freeze/turns/prompt_idx57_20260510T060536.md new file mode 100644 index 0000000..bf2d255 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx57_20260510T060536.md @@ -0,0 +1,400 @@ +# clause-extract level-tuning loop — dispatch for idx=57 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=57 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=57, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 57 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56] + +### Source-of-truth excerpt for idx=57 + +``` + + + + + Exhibit + + + HOSTESS BRANDS, INC. PERFORMANCE SHARE UNIT AWARD AGREEMENT Cover Sheet Hostess Brands, Inc., a company incorporated under the laws of the State of Delaware (“Company”), hereby grants an award of performance share units (“PSUs”) to the individual named below. The terms and conditions of the PSUs are set forth in this cover sheet (“Cover Sheet”), in the attached Performance Share Award Agreement (the “Agreement”) and in the Hostess Brands, Inc. 2016 Equity Incentive Plan (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan. Granted to:     Date of Grant:   Performance Period:     Performance Metric:     Performance Goals:         Number of PSUs:   Vesting Date:     By signing this Cover Sheet, you agree to all of the terms and conditions described in this Cover Sheet, in the Agreement and in the Plan. If you do not sign and return this Cover Sheet within 60 days of the Date of Grant, the Company will have the right to rescind this Award. Signature: _____________________            Date: _______________ HOSTESS BRANDS, INC. By:_____________________ Name: Title:     HOSTESS BRANDS, INC. PERFORMANCE SHARE AWARD AGREEMENT Right to Shares   The award of PSUs represents your right to receive, and the Company’s obligation to issue, one share of Common Stock (a “Share”) for each PSU that is or becomes a Banked PSU (as described below) on the Vesting Date. Such issuance will occur as soon as practicable following the date the Committee certifies the extent to which Performance Goals have been satisfied as of the Vesting Date, based on the Company’s audited financial statements, but no later than 70 days following the Vesting Date. Notwithstanding the foregoing, the Company will not permit the issuance of Shares at a time when such issuance would violate any law, rule, regulation or Company policy, as determined by the Company.       Banked PSUs   In order to vest and actually be issued Shares in respect of PSUs, PSUs must first become “Banked PSUs”. The number of PSUs, if any, that become Banked PSUs will be determined as of the end of each Annual Performance Period, based on the extent to which the Performance Goal, as set forth in the Cover Sheet, has been achieved for such year, as certified by the Committee. If Threshold Performance has not been achieved for such Annual Performance Period, then no PSUs will become Banked PSUs for such Annual Performance Period. If Threshold Performance has been achieved for such Annual Performance Period, then the Threshold Number of PSUs for such Annual Performance Period, as set forth on the Cover Sheet, will become Banked PSUs for such Annual Performance Period. If Target Performance has been achieved for such Annual Performance Period, then the Target Number of PSUs for such Annual Performance Period, as set forth on the Cover Sheet, will become Banked PSUs for such Annual Performance Period. If Maximum Performance (or greater) has been achieved for such Annual Performance Period, then the Maximum Number of PSUs for such Annual Performance Period, as set forth on the Cover Sheet, will become Banked PSUs for such Annual Performance Period. If for any Annual Performance Period, actual performance falls between Threshold Performance and Target Performance, or between Target Performance and Maximum Performance, the number of PSUs that become Banked PSUs will be determined by linear interpolation.     Notwithstanding the foregoing, if Target Performance (or better than Target Performance) is achieved for all three Annual Performance Periods, then as of the last day of the last Annual Performance Period, an additional amount of PSUs will become Banked PSUs (the “Additional PSUs”). Such additional amount will be equal to 25% of the sum of the Target Number of PSUs for all three Annual Performance Periods. Performance Metric   As set forth in the Cover Sheet, the Performance Metric shall be , as defined and further described in Exhibit A of this Agreement. Vesting; Forfeiture   On the Vesting Date, your right to issuance of the Shares underlying any PSUs that are Banked PSUs as of such Vesting Date shall become vested and nonforfeitable. Should your employment with the Company and its Subsidiaries terminate for any reason prior to the Vesting Date, all PSUs, including any Banked PSUs, will be forfeited and you will have no right to the issuance of any Shares hereunder; provided that if such termination is other than (i) by you voluntarily (except where such voluntary termination entitles you to severance under the Company’s severance plan), or (ii) by the Company for Cause, the date of such termination will be treated as if it were the Vesting Date, and you will be entitled to issuance of Shares underlying any PSUs that are then Banked PSUs, but your rights in respect of any additional PSUs will be forfeited.       Termination for Cause; Recoupment   If your employment is terminated for Cause or if you breach any restrictive covenant agreement between you and the Company or its Subsidiaries, the PSUs, whether or not vested (including any Banked PSUs), will immediately terminate. If at any time within one year after the date on which you receive payment in respect of the PSUs (whether in the form of cash, or Shares), (a) your employment is terminated for Cause or (b) the Committee determines in its reasonable discretion that after termination of your employment for any reason, you engaged in conduct that violated any continuing obligation or duty in respect of the Company or any Subsidiary (including any breach of any restrictive covenant agreement between you and the Company), then, subject to applicable law, upon notice from the Company, you shall repay to the Company any cash or Shares you received pursuant to the PSUs, or if you disposed of any such Shares, the Fair Market Value of such Shares as of the date + +[... source-of-truth truncated for prompt ...] + +he Company’s right to terminate your employment.       Applicable Law and Arbitration   This Agreement will be subject to and interpreted in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of laws, and applicable Federal or other securities laws. Any dispute, controversy or claim arising out of or relating to the Plan or this Agreement that cannot be resolved by you on the one hand and the Company on the other, shall be submitted to arbitration in accordance with the terms of the Plan. Delivery of Documents   The Company may, in its sole discretion, decide to deliver any documents related to this Award or other Awards granted to you under the Plan by electronic means. By signing the Cover Sheet, you consent to receive all documents related to this Award or other Awards granted to your under the Plan by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company .       Amendment   The terms and conditions of this Agreement and the PSUs may be amended by the Committee or the Board as permitted by the Plan. The Plan and Other Agreements   The text of the Plan and any amendments thereto are incorporated in this Agreement by reference. This Agreement, the Cover Sheet and the Plan constitute the entire understanding between you and the Company regarding the PSUs. Any prior agreements, commitments or negotiations concerning the PSUs are superseded. In the event there is any express conflict between this Agreement and the terms of the Plan, the terms of the Plan shall govern. By signing the Cover Sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan and evidence your acceptance of the powers of the Committee of the Board of Directors of the Company that administers the Plan. HOSTESS BRANDS, INC. PERFORMANCE SHARE UNIT AWARD AGREEMENT Exhibit A -1- + +``` + +### Current parser output for idx=57 + +``` +(no parser output yet for idx=57 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + idx=54: 7 records, levels=[1, 0, 1, 1, 1, 1, 3] + idx=55: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=56: 31 records, levels=[1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 1, 2, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=57 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=57. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 58 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 58` parses idxs 0..57 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=57.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=57" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 57' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=57 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 57 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=57 and EXIT. + DO NOT continue with idx=57+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=57, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=57+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx58_20260510T061150.md b/data/auto_parse/level_freeze/turns/prompt_idx58_20260510T061150.md new file mode 100644 index 0000000..d7623d0 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx58_20260510T061150.md @@ -0,0 +1,401 @@ +# clause-extract level-tuning loop — dispatch for idx=58 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=58 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=58, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 58 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57] + +### Source-of-truth excerpt for idx=58 + +``` + + + + + Exhibit + + + HOSTESS BRANDS, INC. 2016 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT Cover Sheet Hostess Brands, Inc. (the “Company”), a company organized under the laws of the State of Delaware, hereby grants a Nonqualified Stock Option (the “Option”) to acquire shares of Common Stock (the “Shares”) to the individual named below. The terms and conditions of the Option are set forth in this cover sheet (the “Cover Sheet”), in the attached Stock Option Agreement (the “Agreement”) and in the Hostess Brands, Inc. 2016 Equity Incentive Plan (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the attached Stock Option Agreement will have the meanings ascribed to such terms in the Plan. Granted to:     Date of Grant:     Shares subject to the Option:     Exercise Price per Share:     Expiration Date:     Vesting Commencement Date:     Vesting Schedule:     By signing this Cover Sheet, you agree to all of the terms and conditions described in this Cover Sheet, in the Agr e ement and in the Plan. If you do not sign and return this Cover Sheet within 60 days of the Date of Grant, the Company will have the right to rescind this Award. Signature: _____________________            Date: _______________      HOSTESS BRANDS, INC. By:_____________________ Name: Title:     1 HOSTESS BRANDS, INC. NONQUALIFIED STOCK OPTION AGREEMENT Nonqualified Stock Option   This Option is not intended to be an Incentive Stock Option under section 422 of the Internal Revenue Code and will be interpreted accordingly.       Vesting   Your right to exercise this Option vests at the times and in the manner as shown on the Cover Sheet.     Except in connection with a Change of Control, as described below, this Option will cease vesting as of the date your employment with the Company and its Subsidiaries has terminated for any reason.       Termination   Should your employment with the Company and its Subsidiaries terminate for any reason except in connection with a Change of Control as described below, the portion of this Option that is not then vested will immediately terminate, and, except as provided below, the portion that is then vested will terminate at the close of business at the Company’s registered office on the 90th day after your termination date. Your Option will expire in any event at the close of business at the Company’s registered office on the Expiration Date set forth on the Cover Sheet.           Death or Disability   If your employment terminates because of your death or Disability, your right to exercise the vested portion of this Option will expire at the close of business at the Company’s registered office on the date that is one year following your death or Disability (or on the Expiration Date set forth on the Cover Sheet, if earlier).       Termination for Cause; Recoupment   If your employment is terminated for Cause or if you breach any restrictive covenant agreement between you and the Company or its Subsidiaries, the Option, whether or not vested, will immediately terminate. In addition, if at any time within one year after the date on which you exercise the Option or otherwise receive payment in respect of the Option, (a) your employment is terminated for Cause or (b) the Committee determines in its reasonable discretion that after termination of your employment for any reason, you engaged in conduct that violated any continuing obligation or duty in respect of the Company or any Subsidiary (including any breach of any restrictive covenant agreement between you and the Company), then, subject to applicable law, upon notice from the Company, you shall repay to the Company any cash or Shares you received in respect of the Option (less the exercise price paid by you), or if you disposed of any such Shares, the Fair Market Value of such Shares as of the date of disposition (less the exercise price paid by you). Nothing in this Agreement shall limit the Company’s right of recoupment pursuant to Section 13 of the Plan, including recoupment of payments pursuant to the Company’s compensation recovery, “clawback” or similar policy, as may be in effect from time to time.       2 Change of Control   Notwithstanding the foregoing, in the event of a Change of Control, the Committee may take such actions with respect to the Option as it deems appropriate pursuant to the Plan. If the Option continues in effect after a Change of Control and the Participant’s employment is terminated by the Company and its Subsidiaries without Cause or otherwise under circumstances entitling you to severance under the Company’s or acquiror’s severance plan, upon or within 12 months following the Change of Control, any unvested portion of the Option shall become fully vested upon such termination of employment.       Restrictions on Exercise   The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law, rule, regulation or Company policy, as determined by the Company.       Notice of Exercise   When you wish to exercise this Option, you must complete and execute such documents, if any, and complete such processes, that the Company or a securities broker approved by the Company may require to accomplish the Option exercise (“Notice of Exercise”). Upon exercise of the Option (or portion thereof), the Option (or portion thereof) will terminate and cease to be outstanding. If someone else wants to exercise the Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.         Form of Payment   When you submit your Notice of Exercise, you must include payment of the exercise price for the Shares you are purchasing, along with applicable withholding taxes. Payment may be made in one (or a combination) of the following forms:           •      Your personal check, a cashier’s check or a money order. •      If permitted by the Company, irrevocable direction + +[... source-of-truth truncated for prompt ...] + +r interfere in any way with the Company’s right to terminate your employment.       Applicable Law and Arbitration   This Agreement will be subject to and interpreted in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of laws, and applicable Federal or other securities laws. Any dispute, controversy or claim arising out of or relating to the Plan or this Agreement that cannot be resolved by you on the one hand and the Company on the other, shall be submitted to arbitration in accordance with the terms of the Plan.       Delivery of Documents   The Company may, in its sole discretion, decide to deliver any documents related to the Option or other Awards granted to you under the Plan by electronic means. By signing the Cover Sheet, you consent to receive all documents related to the Option or other Awards granted to your under the Plan by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company .       Amendment   The terms and conditions of this Agreement and the Option may be amended by the Committee or the Board as permitted by the Plan.         The Plan and Other Agreements   The text of the Plan and any amendments thereto are incorporated in this Agreement by reference. This Agreement, the Cover Sheet and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded.   In the event there is any express conflict between this Agreement and the terms of the Plan, the terms of the Plan shall govern. By signing the Cover Sheet of this Agreement, you agree to all of the terms and conditions described in the Cover Sheet, above and in the Plan and evidence your acceptance of the powers of the Committee of the Board of Directors of the Company that administers the Plan. 5 + +``` + +### Current parser output for idx=58 + +``` +(no parser output yet for idx=58 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + idx=54: 7 records, levels=[1, 0, 1, 1, 1, 1, 3] + idx=55: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=56: 31 records, levels=[1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 1, 2, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=57: 7 records, levels=[0, 1, 1, 1, 1, 2, 1] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=58 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=58. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 59 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 59` parses idxs 0..58 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=58.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=58" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 58' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=58 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 58 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=58 and EXIT. + DO NOT continue with idx=58+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=58, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=58+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx59_20260510T061803.md b/data/auto_parse/level_freeze/turns/prompt_idx59_20260510T061803.md new file mode 100644 index 0000000..1a30ac8 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx59_20260510T061803.md @@ -0,0 +1,567 @@ +# clause-extract level-tuning loop — dispatch for idx=59 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=59 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=59, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 59 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58] + +### Source-of-truth excerpt for idx=59 + +``` + + + +svra-ex1017_97.htm + + + + +   + Exhibit 10.17 + SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS + THIS SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (hereinafter “Agreement”) is entered into by and between Shana Hood (hereinafter “Employee”) and Mast Therapeutics, Inc. (hereinafter “Mast” or the “Company”).  Employee and Mast hereinafter are collectively referred to as the “Parties” or individually referred to as a “Party.” + RECITALS + A. Mast is a corporation and is doing business in the State of California. + B. Employee’s employment with Mast as a General Counsel, Vice President & Secretary is expected to terminate as of the closing (the “Closing”) of the acquisition of Savara Inc. (the “Change of Control”), which is expected to occur on or about April 21, 2017 (such date of termination of employment the “Termination Date”). + C. In accordance with the terms of the Executive Severance Agreement, dated March 30, 2016, between Employee and Mast (the “Executive Severance Agreement”), Employee desires to settle and compromise any and all possible claims and disputes he/she has against any of the Releasees, as defined below, arising out of their relationship to date, and to provide for a general release of any and all such claims. + AGREEMENT + 1. Termination of Employment and Resignation of Positions.   Employee agrees that his/her employment with Mast will terminate as part of the Closing effective as of the Termination Date and he/she has complied, or will comply as of the Termination Date, as applicable, with the provisions of Section 1.3 of the Executive Severance Agreement.  Employee hereby resigns, effective as of the Termination Date, any and all other positions he/she holds with Mast and any of its subsidiaries, including positions as a director of Mast or any of its subsidiaries.  In the event that Employee’s employment with Mast is not terminated in connection with the Closing, this Agreement shall automatically terminate and no longer remain in force or effect without further obligation of either of the Parties. + 2. Separation Pay/Consideration.   In consideration of the covenants and releases given herein, upon termination of Employee’s employment on the Termination Date, and subject to non-revocation of this Agreement as set forth in Section 4.c. and execution of the Affirmation (as defined below), Employee will become eligible to receive the following consideration: + a. Separation Pay.   Mast will tender a check to Employee in an amount of Two Hundred Thirty-Four Thousand, Three Hundred Ninety-One Dollars and Twenty-Nine Cents ($234,391.29), less applicable federal and California payroll tax deductions, which is the equivalent of (i) nine (9) months of Employee’s base salary and (ii) the amount equal to the premiums necessary to continue Employee’s health insurance coverage in effect for Employee and Employee’s covered dependents under the Consolidated Omnibus Reconciliation Act of 1985, for a period of nine (9) months; and + b. Unemployment Insurance Claim.   Mast will not oppose Employee’s claim for unemployment insurance benefits, and, if asked, will inform the California Employment Development Department that Employee was laid off by Mast as part of the Change in Control.   + 3. Release. + a. Release.   Employee does hereby unconditionally, irrevocably and absolutely release and discharge Mast and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer, +   + +   + insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns, (collectively, the “Releasees”) from any and all loss, liability, claims, demands, causes of action or suits of any type, whether in law and/or in equity, related directly or indirectly, or in any way connected with any transactions, affairs or occurrences between them to date, including, but not limited to, Employee’s employment with Mast and the termination of said employment.  Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Releasees , other than consideration to which Employee may be entitled in respect of (i) a Change of Control, and (ii) unpaid wages, accrued and unused vacation and reimbursement for business expenses validly incurred prior to termination .  This Agreement specifically applies, without limitation, to any and all disputed wage claims, claims for unpaid expenses, contract claims, tort claims, claims for wrongful termination, and claims arising under Title VII of the Civil Rights Act of 1991, the Americans with Disabilities Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, the Sarbanes-Oxley Act of 2002, the California Fair Employment and Housing Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the California Family Rights Act, the California Labor Code, the California Business and Professions Code, and any and all federal or state statutes or laws governing employment and/or discrimination in employment.  In addition, this Agreement specifically applies to any claims for age discrimination harassment or retaliation in employment, including any claims arising under the Age Discrimination in Employment Act or any other statutes or laws which govern age discrimination in employment.  Nothing in this Agreement shall be construed to mean that Employee is releasing or waiving claims to enforce this Agreement, workers’ compensation claims, claims for unemployment insurance benefits, claims for any vested retirement , any claim for indemnification (including under the Company ’ s organizational documents or insurance policies) arising in connection with an action instituted by a third party against the Company or Employee , or claims that, by + +[... source-of-truth truncated for prompt ...] + +od + + + +   + +   + +   + + Shana Hood + + + +   + +   + +   + +   + +   + + + +   + +   + +   + +   + +   + + + +   + +   + +   + + Mast Therapeutics, Inc. + + + +   + +   + +   + +   + +   + + + +   + +   + +   + +   + +   + + + + Dated: + + April 13, 2017 + +   + + By: + + /s/ Brandi Roberts + + + +   + +   + +   + +   + +   + + + +   + +   + +   + + Name: + + Brandi Roberts + + + +   + +   + +   + +   + +   + + + +   + +   + +   + + Title: + + Chief Financial Officer + + +   + + - 5 - + +   + Affirmation + The undersigned hereby acknowledges his/her termination of employment with the Company as of April 27, 2017 (the “Termination Date”) and further affirms that terms of the Separation Agreement and General Release of Claims between the undersigned and Mast Therapeutics, Inc. (the “Agreement”) remain in full force and effect as of the Termination Date, including, but not limited to, the release, waivers and affirmations set forth in Sections 3, 4 and 6 of the Agreement.   + The undersigned acknowledges and affirms that he/she has been paid and/or has received all wages, bonuses, incentive compensation, accrued vacation and benefits to which the undersigned may be entitled, other than shares of the Company’s common stock pursuant to settlement of the restricted stock unit award granted to the undersigned in January 2017 pursuant to the Notice of Grant of Restricted Stock Units and Restricted Stock Units Award Agreement between the undersigned and the Company (the “RSUs Agreement”).  Upon receipt of 6,479 shares of the Company’s common stock (which is the amount granted under the RSUs Agreement as adjusted for the 70-for-1 reverse stock split implemented by the Company on April 27, 2017) in the undersigned’s E*Trade account, the undersigned acknowledges and affirms that he/she will have received all shares of Company common stock due to the undersigned pursuant to the RSUs Agreement.   +   + Dated: April 27, 2017 +   +   + /s/ Shana Hood + Shana Hood +   + - 6 - + +``` + +### Current parser output for idx=59 + +``` +(no parser output yet for idx=59 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + idx=54: 7 records, levels=[1, 0, 1, 1, 1, 1, 3] + idx=55: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=56: 31 records, levels=[1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 1, 2, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=57: 7 records, levels=[0, 1, 1, 1, 1, 2, 1] + idx=58: 7 records, levels=[1, 1, 0, 1, 1, 1, 1] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=59 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=59. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 60 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 60` parses idxs 0..59 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=59.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=59" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 59' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=59 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 59 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=59 and EXIT. + DO NOT continue with idx=59+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=59, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=59+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx60_20260510T062540.md b/data/auto_parse/level_freeze/turns/prompt_idx60_20260510T062540.md new file mode 100644 index 0000000..9ff4194 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx60_20260510T062540.md @@ -0,0 +1,487 @@ +# clause-extract level-tuning loop — dispatch for idx=60 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=60 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=60, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 60 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59] + +### Source-of-truth excerpt for idx=60 + +``` + + EX-10.5 + + + Exhibit 10.5 + EMPLOYMENT AGREEMENT + This Employment Agreement (“ Agreement ”) is executed and agreed to as of     , 2017 by and between +Rosehill Operating Company, LLC, a Delaware limited liability company (the “ Company ”), and      (“ Employee ”). + 1.     Employment . During the Employment Period (as defined in Section  4 ), +the Company shall employ Employee, and Employee shall serve, as      of the Company and in such other position or positions as may be assigned from time to time, with Employee’s consent, by the [Company] [board of directors +(the “ Board ”) of KLR Energy Acquisition Corp., a Delaware corporation that is expected to be converted into Rosehill Resources Inc. in connection with the closing of the transaction contemplated by the Business Combination +Agreement (as defined below) and parent of the Company (the “ Parent ”)]. 2.     Duties +and Responsibilities of Employee . (a)    During the Employment Period, Employee shall devote +Employee’s full business time, attention and best efforts to the business of the Parent [(as defined below)] and its direct and indirect subsidiaries including the Company (collectively, the “ Company Group ”) as may be +requested by the [Company] [Board] from time to time. Employee’s duties shall include those normally incidental to the position(s) identified in Section  1 , as well as such additional duties as may be assigned to +Employee by the [Company] [Board] from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Agreement, (i) as a passive investment, own +publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior +written consent of the [board of directors (the “ Board ”) of KLR Energy Acquisition Corp., a Delaware corporation that is expected to be converted into Rosehill Resources Inc. in connection with the closing of the transaction +contemplated by the Business Combination Agreement (as defined below) and parent of the Company (the “ Parent ”)] [Board], engage in other personal and passive investment activities, in each case, so long as such interests or +activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or competitive with the business of +the Company Group. (b)    Employee hereby represents and warrants that Employee is not the subject of, or a party to, +any employment agreement, non-competition, non-solicitation, restrictive covenant, non-disclosure agreement, or any other +agreement, obligation, restriction or understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit +or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information +belonging to any prior employer (excluding any member of the Company Group) in the course of performing services for any member of the Company Group, and Employee shall not do so. Employee shall not introduce documents or other materials containing +confidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. + + + (c)    Employee owes each member of the Company Group fiduciary duties +(including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in +this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law. + 3.     Compensation . + (a)     Base Salary . During the Employment Period, the Company shall pay to Employee an annualized base salary of +$     (the “ Base Salary ”) in consideration for Employee’s services under this Agreement, payable in substantially equal installments in conformity with the Company’s customary payroll practices +for similarly situated employees as may exist from time to time, but no less frequently than monthly. + (b)     Annual Bonus . Employee shall be eligible for discretionary bonus compensation for each complete calendar +year that Employee is employed by the Company hereunder (the “ Annual Bonus ”). The performance targets that must be achieved in order to be eligible for certain bonus levels shall be established by the Board (or a +committee thereof) annually, in its sole discretion, and communicated to Employee within the first ninety (90) days of the applicable calendar year (the “ Bonus Year ”). Notwithstanding the foregoing, Employee shall be +eligible to receive a discretionary, pro rata bonus for the portion of the 2017 calendar year that Employee is employed by the Company hereunder (the “ 2017 Bonus ”). Each Annual Bonus (including the 2017 Bonus), if any, +shall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than March 15 following the +end of such Bonus Year. Notwithstanding anything in this Section 3(b) to the contrary, no Annual Bonus (including the 2017 Bonus), if any, nor any portion thereof, shall be payable for any Bonus Year unless Employee remains +continuously employed by the Company from the Effective Date through the last day of the applicable Bo + +[... source-of-truth truncated for prompt ...] + +eof), amounts paid or payable under this Agreement shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company, which clawback +policies or procedures may provide for forfeiture and/or recoupment of amounts paid or payable under this Agreement. Notwithstanding any provision of this Agreement to the contrary, the Company reserves the right, without the consent of +Employee, to adopt any such clawback policies and procedures, including such policies and procedures applicable to this Agreement with retroactive effect. + 25.     Effect of Termination . The provisions of Sections 7 , 9 - 13 and 21 and +those provisions necessary to interpret and enforce them, shall survive any termination of this Agreement and any termination of the employment relationship between Employee and the Company. + 26.     Third-Party Beneficiaries . Each member of the Company Group that is not a signatory to this Agreement +shall be a third-party beneficiary of Employee’s obligations under Sections 8 , 9 , 10 , 11 and 12 and shall be entitled to enforce such obligations as if a party hereto. + 27.     Severability . If an arbitrator or court of competent jurisdiction determines that any provision of +this Agreement (or portion thereof) is invalid or unenforceable, then the invalidity or unenforceability of that provision (or portion thereof) shall not affect the validity or enforceability of any other provision of this Agreement, and all other +provisions shall remain in full force and effect. [Remainder of Page Intentionally Blank; + Signature Page Follows] +   15 + + + IN WITNESS WHEREOF, Employee and the Company each have caused this Agreement to be +executed and effective as of the date first above written.   + + + + + + + EMPLOYEE + + + +   + + [Name of Employee] + + + + ROSEHILL OPERATING COMPANY, LLC + + + + + By: +   +   + + +   + Name: + + +   + Title: + +   S IGNATURE +P AGE TO E MPLOYMENT A GREEMENT + +``` + +### Current parser output for idx=60 + +``` +(no parser output yet for idx=60 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + idx=54: 7 records, levels=[1, 0, 1, 1, 1, 1, 3] + idx=55: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=56: 31 records, levels=[1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 1, 2, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=57: 7 records, levels=[0, 1, 1, 1, 1, 2, 1] + idx=58: 7 records, levels=[1, 1, 0, 1, 1, 1, 1] + idx=59: 25 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=60 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=60. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 61 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 61` parses idxs 0..60 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=60.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=60" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 60' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=60 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 60 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=60 and EXIT. + DO NOT continue with idx=60+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=60, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=60+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx61_20260510T063116.md b/data/auto_parse/level_freeze/turns/prompt_idx61_20260510T063116.md new file mode 100644 index 0000000..8f157f9 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx61_20260510T063116.md @@ -0,0 +1,1134 @@ +# clause-extract level-tuning loop — dispatch for idx=61 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=61 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=61, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 61 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60] + +### Source-of-truth excerpt for idx=61 + +``` + + EX-10.7 + + + Exhibit 10.7 + RODIN GLOBAL PROPERTY TRUST, INC. + LONG-TERM INCENTIVE PLAN + + + RODIN GLOBAL PROPERTY TRUST, INC. + LONG TERM INCENTIVE PLAN   + + + + + + + + + + + + + + + ARTICLE 1 +   + PURPOSE +    +   + 1 +   + + + + + + 1.1 +   + General +    +   + 1 +   + + + + + + ARTICLE 2 +   + DEFINITIONS +    +   + 1 +   + + + + + + 2.1 +   + Definitions +    +   + 1 +   + + + + + + ARTICLE 3 +   + PLAN EFFECTIVE DATE; TERMINATION OF PLAN +    +   + 6 +   + + + + + + 3.1 +   + Plan Effective Date +    +   + 6 +   + + 3.2 +   + Termination of Plan +    +   + 6 +   + + + + + + ARTICLE 4 +   + ADMINISTRATION +    +   + 6 +   + + + + + + 4.1 +   + Committee +    +   + 6 +   + + 4.2 +   + Actions and Interpretations by the Committee +    +   + 7 +   + + 4.3 +   + Authority of Committee +    +   + 7 +   + + 4.4 +   + Award Notifications +    +   + 8 +   + + + + + + ARTICLE 5 +   + SHARES SUBJECT TO THE PLAN +    +   + 8 +   + + + + + + 5.1 +   + Number of Shares +    +   + 8 +   + + 5.2 +   + Share Counting +    +   + 8 +   + + 5.3 +   + Stock Distributed +    +   + 8 +   + + + + + + ARTICLE 6 +   + ELIGIBILITY +    +   + 9 +   + + + + + + 6.1 +   + General +    +   + 9 +   + + + + + + ARTICLE 7 +   + STOCK OPTIONS +    +   + 9 +   + + + + + + 7.1 +   + General +    +   + 9 +   + + 7.2 +   + Incentive Stock Options +    +   + 9 +   + + + + + + ARTICLE 8 +   + STOCK APPRECIATION RIGHTS +    +   + 10 +   + + + + + + 8.1 +   + Grant of Stock Appreciation Rights +    +   + 10 +   + + + + + + ARTICLE 9 +   + RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS +    +   + 10 +   + + + + + + 9.1 +   + Grant of Restricted Stock, Restricted Stock Units and Deferred Stock Units +    +   + 10 +   + + 9.2 +   + Issuance and Restrictions +    +   + 11 +   + + 9.3 +   + Forfeiture +    +   + 11 +   + + 9.4 +   + Delivery of Restricted Stock +    +   + 11 +   + + + + + + ARTICLE 10 +   + PERFORMANCE AWARDS +    +   + 11 +   + + + + + + 10.1 +   + Grant of Performance Awards +    +   + 11 +   + + 10.2 +   + Performance Goals +    +   + 11 +   + +   - i - + + + + + + + + + + + + + ARTICLE 11 +   + DIVIDEND EQUIVALENTS +    +   + 12 +   + + + + + + 11.1 +   + Grant of Dividend Equivalents +    +   + 12 +   + + + + + + ARTICLE 12 +   + OTHER AWARDS +    +   + 12 +   + + + + + + 12.1 +   + Grant of Other Awards +    +   + 12 +   + + + + + + ARTICLE 13 +   + PROVISIONS APPLICABLE TO AWARDS +    +   + 13 +   + + + + + + 13.1 +   + Term of Awards +    +   + 13 +   + + 13.2 +   + Form of Payment for Awards +    +   + 13 +   + + 13.3 +   + Limits on Transfer +    +   + 13 +   + + 13.4 +   + Beneficiaries +    +   + 13 +   + + 13.5 +   + Stock Trading Restrictions +    +   + 13 +   + + 13.6 +   + Acceleration upon Death or Disability +    +   + 13 +   + + 13.7 +   + Acceleration upon a Change in Control +    +   + 14 +   + + 13.8 +   + Acceleration for Any Reason +    +   + 14 +   + + 13.9 +   + Forfeiture Events +    +   + 14 +   + + 13.10 +   + Substitute Awards +    +   + 15 +   + + + + + + ARTICLE 14 +   + CHANGES IN CAPITAL STRUCTURE +    +   + 15 +   + + + + + + 14.1 +   + Mandatory Adjustments +    +   + 15 +   + + 14.2 +   + Discretionary Adjustments +    +   + 15 +   + + 14.3 +   + General +    +   + 16 +   + + + + + + ARTICLE 15 +   + AMENDMENT, MODIFICATION AND TERMINATION +    +   + 16 +   + + + + + + 15.1 +   + Amendment, Modification and Termination +    +   + 16 +   + + 15.2 +   + Awards Previously Granted +    +   + 16 +   + + 15.3 +   + Compliance Amendments +    +   + 16 +   + + + + + + ARTICLE 16 +   + GENERAL PROVISIONS +    +   + 17 +   + + + + + + 16.1 +   + Rights of Participants +    +   + 17 +   + + 16.2 +   + Withholding +    +   + 17 +   + + 16.3 +   + Special Provisions Related to Section 409A of the Code +    +   + 17 +   + + 16.4 +   + Unfunded Status of Awards +    +   + 19 +   + + 16.5 +   + Relationship to Other Benefits +    +   + 19 +   + + 16.6 +   + Expenses +    +   + 19 +   + + 16.7 +   + Titles and Headings +    +   + 19 +   + + 16.8 +   + Gender and Number +    +   + 19 +   + + 16.9 +   + Fractional Shares +    +   + 19 +   + + 16.10 +   + Government and Other Regulations +    +   + 19 +   + + 16.11 +   + Governing Law +    +   + 20 +   + + 16.12 +   + Additional Provisions +    +   + 20 +   + + 16.13 +   + No Limitations on Rights of Company +    +   + 20 +   + + 16.14 +   + Indemnification +    +   + 20 +   + +   - ii - + + + RODIN GLOBAL PROPERTY TRUST, INC. + LONG TERM INCENTIVE PLAN + ARTICLE 1 PURPOSE + 1.1. GENERAL . The purpose of the Rodin Global Property Trust, Inc. Long Term Incentive Plan (the “ Plan ”) is +to enable Rodin Global Property Trust, Inc. (the “ Company ”) and its Affiliates (as defined below) to (1) provide an incentive to employees, officers, directors and consultants to increase the value of the Company’s common +stock, (2) give such persons a stake in the Company’s future that corresponds to the stake of each of the Company’s stockholders, and (3) obtain or retain the services of these persons who are considered essential to the +Company’s long-term success, by offering such persons an opportunity to participate in the Company’s growth through ownership of the Company’s common stock or through other equity-related awards. Accordingly, the Plan permits the +grant of incentive awards from time to time to selected employees, officers, directors and consultants of the Company and its Affiliates. + ARTICLE 2 DEFINITIONS + 2.1. DEFINITIONS . When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does +not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different meaning is required by the context. The foll + +[... source-of-truth truncated for prompt ...] + +ate purposes, to draft or assume awards, other than under the Plan, to or with respect to any person. If the Committee so directs, the Company may issue or transfer Shares to an Affiliate, for such lawful consideration as the +Committee may specify, upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms of an Award granted to such Participant and specified by the Committee pursuant to the provisions +of the Plan. 16.14. INDEMNIFICATION . Each person who is or shall have been a member of the Committee or of the Board shall be +indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he +or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid +by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to +handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive +of any other rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. + ******************** +   20 + + + The foregoing Long Term Incentive Plan was adopted by the Board on February 16, 2017 and by +the stockholders on May 10, 2017. +   21 + +``` + +### Current parser output for idx=61 + +``` +(no parser output yet for idx=61 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + idx=54: 7 records, levels=[1, 0, 1, 1, 1, 1, 3] + idx=55: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=56: 31 records, levels=[1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 1, 2, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=57: 7 records, levels=[0, 1, 1, 1, 1, 2, 1] + idx=58: 7 records, levels=[1, 1, 0, 1, 1, 1, 1] + idx=59: 25 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=60: 85 records, levels=[0, 1, 1, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 2, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=61 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=61. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 62 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 62` parses idxs 0..61 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=61.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=61" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 61' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=61 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 61 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=61 and EXIT. + DO NOT continue with idx=61+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=61, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=61+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx62_20260510T063730.md b/data/auto_parse/level_freeze/turns/prompt_idx62_20260510T063730.md new file mode 100644 index 0000000..c61f743 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx62_20260510T063730.md @@ -0,0 +1,405 @@ +# clause-extract level-tuning loop — dispatch for idx=62 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=62 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=62, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 62 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61] + +### Source-of-truth excerpt for idx=62 + +``` + + + + + Exhibit + + + 2017 AFI PSU CASH | CASH FLOW (Non-US China) 2017 Long-Term Performance-Based Restricted Stock Unit Grant Performance Goals Based on Cumulative Free Cash Flow Company Confidential ARMSTRONG FLOORING, INC. 2500 Columbia Ave., P.O. Box 3025 Lancaster, PA 17604 717.672.9611   %%FIRST_NAME%-% %%MIDDLE_NAME%-%   %%LAST_NAME%-%   I am pleased to inform you that the Company’s Management Development and Compensation Committee granted you the following: Date of Grant: March 7, 2017 Performance Units (" Target  Award"): [] Performance Period (" Performance  Period"): January 1, 2017 through December 31, 2019 This award recognizes the importance of your role in achieving the Company’s long-term strategy and is subject to the terms of the 2016 Long-Term Incentive Plan and the award agreement. The award agreement consists of this grant letter with the Performance Goals attached as Exhibit A , and the Terms and Conditions attached as Exhibit B . The Performance Units will be earned by achieving a Performance Goal based on Cumulative Free Cash Flow, subject to your continued employment through the end of the Performance Period. The Committee has established the Performance Goal set forth on Exhibit A , which allows you to earn up to 200 % of the Target Award, if you remain continuously employed by the Employer through the end of the Performance Period. To the extent the Performance Goal is achieved and you satisfy the employment requirements, the Performance Units that are earned and vested will be paid to you in cash following the conclusion of the Performance Period in accordance with the payment terms set forth in the Terms and Conditions. You have no ownership or voting rights relative to the Performance Units. If the Company makes cash dividend payments during the Performance Period, the value of the dividends on shares attributable to the Performance Units will accrue as dividend equivalents in a non-interest bearing bookkeeping account. You will receive a cash payment equal to the accrued dividend equivalents at the end of the Performance Period, adjusted for the number of Performance Units that become earned and vested. Employment Events The following chart is a summary of the provisions which apply to this award in connection with termination of employment. The following is only a summary, and in the event of termination of employment, the award will be governed by the Terms and Conditions. Event Provisions ■ Voluntary Resignation ■ Termination for Cause All Performance Shares and accrued dividends are forfeited. ■ “55 / 5” Rule Termination         (55 years of age or older with 5 years         of service) ■ Involuntary Termination Without Cause If termination occurs after 10 months following the Date of Grant, then to the extent that the Performance Goal is achieved, Performance Units and accrued dividend equivalents are earned pro-rata, based on the period of employment; otherwise the Performance Units and accrued dividend equivalents are forfeited. ■ Death ■ Long-Term Disability To the extent that the Performance Goals are achieved, Performance Shares and accrued dividends are earned pro-rata, based on the period of employment. After a Change in Control: ■ Involuntary Termination Without Cause ■ Death ■ Long-Term Disability Performance Shares calculated upon the Change in Control and accrued dividends are earned as described in Exhibit A . In the event of any inconsistency between the foregoing summary and the Terms and Conditions or the 2016 Long-Term Incentive Plan, the Terms and Conditions or the 2016 Long-Term Incentive Plan, as applicable, will govern. Capitalized terms used but not defined in this grant letter will have the meanings set forth in the 2016 Long-Term Incentive Plan or the Terms and Conditions, as applicable. Please contact Lisa DeMascola (717-672-7394) if you have questions. Sincerely, Donald R. Maier President and Chief Executive Officer The information contained in this letter is confidential and any discussion, distribution or use of this information is prohibited. Exhibit A Performance Goal Cumulative Free Cash Flow : Cumulative Free Cash Flow is defined as cash flow from operations, less cash used in investing activities, as determined by the Committee. Cumulative Free Cash Flow Performance Scale   Performance Level   Payout Below $66M   0% $66M   50% $94M   100% $165M   200% Threshold level performance must be achieved in order to earn any Performance Units for the Performance Goal. If actual performance is between performance levels, the number of Performance Units earned with respect to the Performance Goal will be interpolated on a straight line basis for pro-rata achievement for performance at or between performance levels. If the Performance Goal would produce fractional units, the number of Performance Units earned shall be rounded up to the nearest whole unit, but not in excess of an aggregate of 200% of the Target Award. Change in Control: If a Change in Control occurs prior to the end of the Performance Period, the number of Performance Units earned with respect to the Cumulative Free Cash Flow Performance Goal will be the greater of (i) the Target Award or (ii) the number of Performance Units earned with respect to the Cumulative Free Cash Flow Performance Goal based on actual Cumulative Free Cash Flow through the date of the Change in Control relative to the 2017, 2018 and 2019 portions of the total Cumulative Free Cash Flow target, as determined by the Committee before the Change in Control in its sole discretion. Cumulative Free Cash Flow through the date of the Change in Control shall be compared to the annual and quarterly targets for the period through the date of the Change in Control.    The Committee reserves discretion to provide for accelerated vesting of the earned Performance Units at a higher performance level pursuant to Secti + +[... source-of-truth truncated for prompt ...] + +its subsidiaries or affiliates and details of all awards in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “ Data ”). (c)      The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative. * * * + +``` + +### Current parser output for idx=62 + +``` +(no parser output yet for idx=62 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + idx=54: 7 records, levels=[1, 0, 1, 1, 1, 1, 3] + idx=55: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=56: 31 records, levels=[1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 1, 2, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=57: 7 records, levels=[0, 1, 1, 1, 1, 2, 1] + idx=58: 7 records, levels=[1, 1, 0, 1, 1, 1, 1] + idx=59: 25 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=60: 85 records, levels=[0, 1, 1, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 2, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=61: 128 records, levels=[1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 1, 4, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 2] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=62 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=62. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 63 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 63` parses idxs 0..62 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=62.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=62" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 62' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=62 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 62 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=62 and EXIT. + DO NOT continue with idx=62+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=62, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=62+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx63_20260510T064344.md b/data/auto_parse/level_freeze/turns/prompt_idx63_20260510T064344.md new file mode 100644 index 0000000..cdcd1e5 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx63_20260510T064344.md @@ -0,0 +1,1258 @@ +# clause-extract level-tuning loop — dispatch for idx=63 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=63 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=63, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 63 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62] + +### Source-of-truth excerpt for idx=63 + +``` + + EX-10.6 + + + Exhibit 10.6 + Execution Version + CRUDE OIL GATHERING AGREEMENT + BY AND BETWEEN + ROSEHILL OPERATING COMPANY, LLC, AS PRODUCER + AND GATEWAY GATHERING +AND MARKETING COMPANY, AS GATHERER + + + TABLE OF CONTENTS +   + + + + + + + + +   +    + Page +   + + ARTICLE 1 Definitions +    +   + 1 +   + + + + + Section 1.1 Definitions +    +   + 1 +   + + + + + Section 1.2 Other Terms +    +   + 11 +   + + + + + Section 1.3 References and Rules of Construction +    +   + 11 +   + + + + + ARTICLE 2 Product Dedication and Real Property Dedication +    +   + 11 +   + + + + + Section 2.1 Producer’s Dedications +    +   + 11 +   + + + + + Section 2.2 Conflicting Dedications +    +   + 12 +   + + + + + Section 2.3 Producer’s Reservation +    +   + 12 +   + + + + + Section 2.4 Releases from Dedication +    +   + 13 +   + + + + + Section 2.5 Covenants Running with the Land +    +   + 14 +   + + + + + Section 2.6 Memorandum +    +   + 14 +   + + + + + Section 2.7 Construction Costs +    +   + 14 +   + + + + + ARTICLE 3 System Expansion and Connection of Wells +    +   + 15 +   + + + + + Section 3.1 Development Report; System Plan; Meetings +    +   + 15 +   + + + + + Section 3.2 Expansion of System and Connection of Separator Facilities +    +   + 18 +   + + + + + Section 3.3 Temporary Services +    +   + 20 +   + + + + + Section 3.4 Cooperation +    +   + 21 +   + + + + + Section 3.5 Grant of Access; Real Property Rights +    +   + 21 +   + + + + + ARTICLE 4 Measurement Devices +    +   + 22 +   + + + + + Section 4.1 Measurement Devices +    +   + 22 +   + + + + + Section 4.2 Measurement Procedures +    +   + 24 +   + + + + + Section 4.3 Product Meter Adjustments +    +   + 25 +   + + + + + ARTICLE 5 Tender, Nomination, and Gathering of Production +    +   + 25 +   + + + + + Section 5.1 Tender of Dedicated Production +    +   + 25 +   + + + + + Section 5.2 Services; Service Standard +    +   + 25 +   + + + + + Section 5.3 Nominations, Scheduling, and Curtailment +    +   + 26 +   + + + + + Section 5.4 Suspension/Shutdown of Service +    +   + 27 +   + + + + + Section 5.5 Marketing and Transportation +    +   + 28 +   + + + + + Section 5.6 No Prior Flow of Product in Interstate Commerce +    +   + 28 +   + + + + + ARTICLE 6 Fees +    +   + 28 +   + + + + + Section 6.1 Fees +    +   + 28 +   + + + + + Section 6.2 Fee Adjustments +    +   + 28 +   + + + + + Section 6.3 Treatment of Byproducts, System Gains/Losses, Fuel and Related Matters +    +   + 29 +   +   i + + + TABLE OF CONTENTS +   + + + + + + + + +   +    + Page +   + + ARTICLE 7 Quality +    +   + 30 +   + + + + + Section 7.1 Quality Specifications +    +   + 30 +   + + + + + Section 7.2 Failure to Meet Specifications +    +   + 31 +   + + + + + Section 7.3 Indemnification Regarding Quality +    +   + 32 +   + + + + + ARTICLE 8 Term +    +   + 32 +   + + + + + Section 8.1 Term +    +   + 32 +   + + + + + Section 8.2 Effect of Termination or Expiration of the Term +    +   + 32 +   + + + + + ARTICLE 9 Title and Custody +    +   + 33 +   + + + + + Section 9.1 Title +    +   + 33 +   + + + + + Section 9.2 Custody +    +   + 33 +   + + + + + ARTICLE 10 Billing and Payment +    +   + 33 +   + + + + + Section 10.1 Statements +    +   + 33 +   + + + + + Section 10.2 Payments +    +   + 34 +   + + + + + Section 10.3 Adequate Assurances +    +   + 34 +   + + + + + Section 10.4 Audit +    +   + 35 +   + + + + + ARTICLE 11 Remedies +    +   + 35 +   + + + + + Section 11.1 Suspension of Performance; Temporary Release from Dedication +    +   + 35 +   + + + + + Section 11.2 No Election +    +   + 36 +   + + + + + Section 11.3 DIRECT DAMAGES +    +   + 36 +   + + + + + ARTICLE 12 Force Majeure +    +   + 36 +   + + + + + Section 12.1 Force Majeure +    +   + 36 +   + + + + + Section 12.2 Extension Due to Force Majeure +    +   + 37 +   + + + + + ARTICLE 13 Change in Law; Uneconomic Service +    +   + 37 +   + + + + + Section 13.1 Changes in Applicable Law +    +   + 37 +   + + + + + Section 13.2 Unprofitable Operations and Rights of Termination +    +   + 38 +   + + + + + ARTICLE 14 Regulatory Status +    +   + 39 +   + + + + + Section 14.1 Non-Jurisdictional System +    +   + 39 +   + + + + + Section 14.2 Government Authority Modification +    +   + 40 +   + + + + + ARTICLE 15 Indemnification and Insurance +    +   + 40 +   + + + + + Section 15.1 Reciprocal Indemnity +    +   + 40 +   + + + + + Section 15.2 Indemnification Regarding Third Parties +    +   + 41 +   + + + + + Section 15.3 Penalties +    +   + 41 +   + + + + + Section 15.4 Insurance +    +   + 41 +   +   ii + + + TABLE OF CONTENTS +   + + + + + + + + +   +    + Page +   + + ARTICLE 16 Assignment +    +   + 41 +   + + + + + Section 16.1 Assignment of Rights and Obligations under this Agreement +    +   + 41 +   + + + + + Section 16.2 Pre-Approved Assignments +    +   + 42 +   + + + + + Section 16.3 Change of Control +    +   + 42 +   + + + + + ARTICLE 17 Other Provisions +    +   + 43 +   + + + + + Section 17.1 Relationship of the Parties +    +   + 43 +   + + + + + Section 17.2 Notices +    +   + 43 +   + + + + + Section 17.3 Entire Agreement; Conflicts +    +   + 43 +   + + + + + Section 17.4 Waivers; Rights Cumulative +    +   + 44 +   + + + + + Section 17.5 Amendment +    +   + 44 +   + + + + + Section 17.6 Governing Law; Venue +    +   + 44 +   + + + + + Section 17.7 Parties in Interest +    +   + 44 +   + + + + + Section 17.8 Preparation of Agreement +    +   + 44 +   + + + + + Section 17.9 Severability +    +   + 44 +   + + + + + Section 17.10 Counterparts +    +   + 45 +   + + + + + Section 17.11 Confidentiality +    +   + 45 +   +   + + + + + + + EXHIBITS +   + + + + + + EXHIBIT A +   + DESCRIPTION OF DEDICATION AREA + + EXHIBIT B +   + INSURANCE + + EXHIBIT C +   + INDIVID + +[... source-of-truth truncated for prompt ...] + +this Agreement.   + + +   + 3. + Broad Form Property Damage Liability endorsement, unless policy is written on November 1988 or later ISO form.   + + +   + 4. + Products and Completed Operations.   + + +   + 5. + Time Element Limited Pollution coverage.   + + +   + C. + If applicable, Automobile Liability Insurance, with limits of liability of not less than the following: + $1,000,000 Bodily Injury or Property Damage Combined Single Limit, for each occurrence. + Such coverage shall include hired and non-owned vehicles and owned vehicles where applicable. +   B-1 + + + + +   + D. + Excess Liability Insurance, with limits of liability not less than the following: Limits of +Liability - $10,000,000 Occurrence/Aggregate for Bodily Injury and Property Damage in excess of the coverage outlined in Paragraphs A, B, and C. The +limits of coverage required in this Agreement may be met with any combination of policies as long as the minimum required limits are met. Each Party to +this Agreement shall have the right to acquire, at its own expense, such additional insurance coverage as it desires to further protect itself against any risk or liability with respect to this Agreement and operations and activities under this +Agreement or related thereto. All insurance maintained by or on behalf of Producer or Gatherer shall contain a waiver by the insurance company of all rights of subrogation in favor of the other Party. + Neither the minimum policy limits of insurance required of the Parties nor the actual amounts of insurance maintained by the Parties under their insurance +program shall operate to modify the Parties’ liability or indemnity obligations in this Agreement. A Party may self-insure the requirements in this +Exhibit B, if such Party or its parent is considered investment grade (S&P BBB- or equivalent or higher). + (End of Exhibit B) +   B-2 + + + EXHIBIT C + INDIVIDUAL FEE; THRESHOLD + AMOUNT [Provided Separately] +   C-1 + +``` + +### Current parser output for idx=63 + +``` +(no parser output yet for idx=63 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + idx=54: 7 records, levels=[1, 0, 1, 1, 1, 1, 3] + idx=55: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=56: 31 records, levels=[1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 1, 2, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=57: 7 records, levels=[0, 1, 1, 1, 1, 2, 1] + idx=58: 7 records, levels=[1, 1, 0, 1, 1, 1, 1] + idx=59: 25 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=60: 85 records, levels=[0, 1, 1, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 2, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=61: 128 records, levels=[1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 1, 4, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 2] + idx=62: 59 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=63 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=63. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 64 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 64` parses idxs 0..63 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=63.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=63" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 63' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=63 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 63 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=63 and EXIT. + DO NOT continue with idx=63+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=63, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=63+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx64_20260510T065248.md b/data/auto_parse/level_freeze/turns/prompt_idx64_20260510T065248.md new file mode 100644 index 0000000..1781f78 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx64_20260510T065248.md @@ -0,0 +1,407 @@ +# clause-extract level-tuning loop — dispatch for idx=64 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=64 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=64, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 64 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63] + +### Source-of-truth excerpt for idx=64 + +``` + + + + + Exhibit + + + 2017 AFI PSU CASH | EBITDA (Non-US China) 2017 Long-Term Performance-Based Restricted Stock Unit Grant Performance Goals Based on Cumulative EBITDA Company Confidential ARMSTRONG FLOORING, INC. 2500 Columbia Ave., P.O. Box 3025 Lancaster, PA 17604 717.672.9611   %%FIRST_NAME%-% %%MIDDLE_NAME%-%   %%LAST_NAME%-%   I am pleased to inform you that the Company’s Management Development and Compensation Committee granted you the following: Date of Grant: March 7, 2017 Performance Units (" Target  Award"): [] Performance Period (" Performance  Period"): January 1, 2017 through December 31, 2019 This award recognizes the importance of your role in achieving the Company’s long-term strategy and is subject to the terms of the 2016 Long-Term Incentive Plan and the award agreement. The award agreement consists of this grant letter with the Performance Goals attached as Exhibit A , and the Terms and Conditions attached as Exhibit B . The Performance Units will be earned by achieving a Performance Goal based on Cumulative EBITDA, subject to your continued employment through the end of the Performance Period. The Committee has established the Performance Goal set forth on Exhibit A , which allows you to earn up to 200 % of the Target Award, if you remain continuously employed by the Employer through the end of the Performance Period. To the extent the Performance Goal is achieved and you satisfy the employment requirements, the Performance Units that are earned and vested will be paid to you in cash following the conclusion of the Performance Period in accordance with the payment terms set forth in the Terms and Conditions. You have no ownership or voting rights relative to the Performance Units. If the Company makes cash dividend payments during the Performance Period, the value of the dividends on shares attributable to the Performance Units will accrue as dividend equivalents in a non-interest bearing bookkeeping account. You will receive a cash payment equal to the accrued dividend equivalents at the end of the Performance Period, adjusted for the number of Performance Units that become earned and vested. Employment Events The following chart is a summary of the provisions which apply to this award in connection with termination of employment. The following is only a summary, and in the event of termination of employment, the award will be governed by the Terms and Conditions. Event Provisions ■ Voluntary Resignation ■ Termination for Cause All Performance Shares and accrued dividends are forfeited. ■ “55 / 5” Rule Termination         (55 years of age or older with 5 years         of service) ■ Involuntary Termination Without Cause If termination occurs after 10 months following the Date of Grant, then to the extent that the Performance Goal is achieved, Performance Units and accrued dividend equivalents are earned pro-rata, based on the period of employment; otherwise the Performance Units and accrued dividend equivalents are forfeited. ■ Death ■ Long-Term Disability To the extent that the Performance Goals are achieved, Performance Shares and accrued dividends are earned pro-rata, based on the period of employment. After a Change in Control: ■ Involuntary Termination Without Cause ■ Death ■ Long-Term Disability Performance Shares calculated upon the Change in Control and accrued dividends are earned as described in Exhibit A . In the event of any inconsistency between the foregoing summary and the Terms and Conditions or the 2016 Long-Term Incentive Plan, the Terms and Conditions or the 2016 Long-Term Incentive Plan, as applicable, will govern. Capitalized terms used but not defined in this grant letter will have the meanings set forth in the 2016 Long-Term Incentive Plan or the Terms and Conditions, as applicable. Please contact Lisa DeMascola (717-672-7394) if you have questions. Sincerely, Donald R. Maier President and Chief Executive Officer The information contained in this letter is confidential and any discussion, distribution or use of this information is prohibited. Exhibit A Performance Goal Cumulative EBITDA : Cumulative EBITDA is defined as (i) operating income, plus (ii) depreciation and amortization, plus (iii) non-cash pension expense, as determined by the Committee. Cumulative EBITDA Performance Scale   Performance Level   Payout Below $259M   0% $259M   50% $324M   100% $486M   200% Threshold level performance must be achieved in order to earn any Performance Units for the Performance Goal. If actual performance is between performance levels, the number of Performance Units earned with respect to the Performance Goal will be interpolated on a straight line basis for pro-rata achievement for performance at or between performance levels. If the Performance Goal would produce fractional units, the number of Performance Units earned shall be rounded up to the nearest whole unit, but not in excess of an aggregate of 200% of the Target Award. Change in Control: If a Change in Control occurs prior to the end of the Performance Period, the number of Performance Units earned with respect to the Cumulative EBITDA Performance Goal will be the greater of (i) the Target Award or (ii) the number of Performance Units earned with respect to the Cumulative EBITDA Performance Goal based on Cumulative EBITDA through the date of the Change in Control relative to the 2017, 2018 and 2019 portions of the total Cumulative EBITDA target, as determined by the Committee before the Change in Control in its sole discretion. Cumulative EBITDA through the date of the Change in Control shall be compared to the annual and quarterly targets for the period through the date of the Change in Control.    The Committee reserves discretion to provide for accelerated vesting of the earned Performance Units at a higher performance level pursuant to Section 14(b) of the Plan. EXHIBIT B ARMSTRONG FLOORING, INC + +[... source-of-truth truncated for prompt ...] + +its subsidiaries or affiliates and details of all awards in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “ Data ”). (c)      The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative. * * * + +``` + +### Current parser output for idx=64 + +``` +(no parser output yet for idx=64 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + idx=54: 7 records, levels=[1, 0, 1, 1, 1, 1, 3] + idx=55: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=56: 31 records, levels=[1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 1, 2, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=57: 7 records, levels=[0, 1, 1, 1, 1, 2, 1] + idx=58: 7 records, levels=[1, 1, 0, 1, 1, 1, 1] + idx=59: 25 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=60: 85 records, levels=[0, 1, 1, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 2, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=61: 128 records, levels=[1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 1, 4, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 2] + idx=62: 59 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4] + idx=63: 193 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 4, 4, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 2, 2, 1, 2, 1, 2, 1, 2, 4, 4, 4, 4, 4, 5, 4, 1, 2, 2, 4] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=64 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=64. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 65 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 65` parses idxs 0..64 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=64.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=64" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 64' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=64 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 64 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=64 and EXIT. + DO NOT continue with idx=64+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=64, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=64+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx65_20260510T065902.md b/data/auto_parse/level_freeze/turns/prompt_idx65_20260510T065902.md new file mode 100644 index 0000000..36b5865 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx65_20260510T065902.md @@ -0,0 +1,1170 @@ +# clause-extract level-tuning loop — dispatch for idx=65 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=65 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=65, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 65 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63, 64] + +### Source-of-truth excerpt for idx=65 + +``` + + EX-10.7 + + + Exhibit 10.7 + Execution Version + GAS GATHERING AGREEMENT + BY AND BETWEEN + ROSEHILL OPERATING COMPANY, LLC, AS PRODUCER + AND GATEWAY GATHERING +AND MARKETING COMPANY, AS GATHERER + + + TABLE OF CONTENTS +   + + + + + + + + + + +   +    + Page +   + + + + + ARTICLE 1 DEFINITIONS +    +   + 1 +   + + Section 1.1 +    + Definitions +    +   + 1 +   + + Section 1.2 +    + Other Terms +    +   + 10 +   + + Section 1.3 +    + References and Rules of Construction +    +   + 10 +   + + + + + ARTICLE 2 DEDICATION OF PRODUCTION +    +   + 11 +   + + Section 2.1 +    + Producer’s Dedication +    +   + 11 +   + + Section 2.2 +    + Conflicting Dedications +    +   + 11 +   + + Section 2.3 +    + Producer’s Reservation +    +   + 12 +   + + Section 2.4 +    + Releases from Dedication +    +   + 12 +   + + Section 2.5 +    + Covenant Running with the Land +    +   + 14 +   + + Section 2.6 +    + Memorandum +    +   + 14 +   + + Section 2.7 +    + Construction Costs +    +   + 14 +   + + + + + ARTICLE 3 SYSTEM EXPANSION AND CONNECTION OF WELLS +    +   + 15 +   + + Section 3.1 +    + Development Report; System Plan; Meetings +    +   + 15 +   + + Section 3.2 +    + Expansion of System and Connection of Separator Facilities +    +   + 18 +   + + Section 3.3 +    + Temporary Services +    +   + 20 +   + + Section 3.4 +    + Cooperation +    +   + 21 +   + + Section 3.5 +    + Compression +    +   + 21 +   + + Section 3.6 +    + Grant of Access; Real Property Rights +    +   + 21 +   + + + + + ARTICLE 4 TENDER, NOMINATION, AND GATHERING OF PRODUCTION +    +   + 22 +   + + Section 4.1 +    + Tender of Dedicated Production +    +   + 22 +   + + Section 4.2 +    + Services; Service Standard +    +   + 22 +   + + Section 4.3 +    + Nominations, Scheduling, Balancing and Curtailment +    +   + 22 +   + + Section 4.4 +    + Suspension/Shutdown of Service +    +   + 23 +   + + Section 4.5 +    + Marketing and Transportation +    +   + 24 +   + + Section 4.6 +    + No Prior Flow of Gas in Interstate Commerce +    +   + 24 +   + + + + + ARTICLE 5 FEES +    +   + 24 +   + + Section 5.1 +    + Fees +    +   + 24 +   + + Section 5.2 +    + Fee Adjustments +    +   + 24 +   + + Section 5.3 +    + Treatment of Byproducts, L&U, Fuel and Related Matters +    +   + 25 +   +   - i - + + + TABLE OF CONTENTS + (continued)   + + + + + + + + + + +   +    + Page +   + + + + + ARTICLE 6 QUALITY AND PRESSURE SPECIFICATIONS +    +   + 27 +   + + Section 6.1 +    + Quality Specifications +    +   + 27 +   + + Section 6.2 +    + Failure to Meet Specifications +    +   + 28 +   + + Section 6.3 +    + Pressure +    +   + 28 +   + + + + + ARTICLE 7 TERM +    +   + 28 +   + + Section 7.1 +    + Term +    +   + 28 +   + + Section 7.2 +    + Effect of Termination or Expiration of the Term +    +   + 28 +   + + + + + ARTICLE 8 TITLE AND CUSTODY +    +   + 29 +   + + Section 8.1 +    + Title +    +   + 29 +   + + Section 8.2 +    + Custody +    +   + 29 +   + + + + + ARTICLE 9 BILLING AND PAYMENT +    +   + 29 +   + + Section 9.1 +    + Statements +    +   + 29 +   + + Section 9.2 +    + Payments +    +   + 30 +   + + Section 9.3 +    + Adequate Assurances +    +   + 31 +   + + Section 9.4 +    + Audit +    +   + 31 +   + + + + + ARTICLE 10 REMEDIES +    +   + 31 +   + + Section 10.1 +    + Suspension of Performance; Temporary Release from Dedication +    +   + 31 +   + + Section 10.2 +    + No Election +    +   + 32 +   + + Section 10.3 +    + DIRECT DAMAGES +    +   + 32 +   + + + + + ARTICLE 11 FORCE MAJEURE +    +   + 32 +   + + Section 11.1 +    + Force Majeure +    +   + 32 +   + + Section 11.2 +    + Extension Due to Force Majeure +    +   + 33 +   + + + + + ARTICLE 12 CHANGE IN LAW; UNECONOMIC SERVICE +    +   + 33 +   + + Section 12.1 +    + Changes in Applicable Law +    +   + 33 +   + + Section 12.2 +    + Unprofitable Operations and Rights of Termination +    +   + 34 +   +   - ii - + + + TABLE OF CONTENTS + (continued)   + + + + + + + + + + +   +    + Page +   + + + + + ARTICLE 13 REGULATORY STATUS +    +   + 36 +   + + Section 13.1 +    + Non-Jurisdictional System +    +   + 36 +   + + Section 13.2 +    + Government Authority Modification +    +   + 36 +   + + + + + ARTICLE 14 INDEMNIFICATION AND INSURANCE +    +   + 36 +   + + Section 14.1 +    + Reciprocal Indemnity +    +   + 36 +   + + Section 14.2 +    + Indemnification Regarding Third Parties +    +   + 37 +   + + Section 14.3 +    + Penalties +    +   + 37 +   + + Section 14.4 +    + Insurance +    +   + 37 +   + + + + + ARTICLE 15 ASSIGNMENT +    +   + 38 +   + + Section 15.1 +    + Assignment of Rights and Obligations under this Agreement +    +   + 38 +   + + Section 15.2 +    + Pre-Approved Assignments +    +   + 39 +   + + Section 15.3 +    + Change of Control +    +   + 39 +   + + + + + ARTICLE 16 OTHER PROVISIONS +    +   + 39 +   + + Section 16.1 +    + Relationship of the Parties +    +   + 39 +   + + Section 16.2 +    + Notices +    +   + 39 +   + + Section 16.3 +    + Entire Agreement; Conflicts +    +   + 40 +   + + Section 16.4 +    + Waivers; Rights Cumulative +    +   + 40 +   + + Section 16.5 +    + Amendment +    +   + 40 +   + + Section 16.6 +    + Governing Law; Venue +    +   + 40 +   + + Section 16.7 +    + Parties in Interest +    +   + 41 +   + + Section 16.8 +    + Preparation of Agreement +    +   + 41 +   + + Section 16.9 +    + Severability +    +   + 41 +   + + Section 16.10 +    + Counterparts +    +   + 41 +   + + Section 16.11 +    + Confidentiality +    +   + 41 +   +   + + + + + + + EXHIBITS AND SCHEDULES + + + + + SCHEDULE A +    + OPERATING TERMS AND CONDITIONS + + EXHIBIT A +    + DESCRIPTION OF DED + +[... source-of-truth truncated for prompt ...] + +iabilities assumed under this Agreement.   + + +   + 3. + Broad Form Property Damage Liability endorsement, unless policy is written on November 1988 or later ISO form.   + + +   + 4. + Products and Completed Operations.   + + +   + 5. + Time Element Limited Pollution coverage. C. If applicable, Automobile Liability Insurance, with limits of +liability of not less than the following: $1,000,000 Bodily Injury or Property Damage Combined Single Limit, for each occurrence. +   1 + + + Such coverage shall include hired and non-owned vehicles and owned +vehicles where applicable. D. Excess Liability Insurance, with limits of liability not less than the following: + Limits of Liability - $10,000,000 Occurrence/Aggregate for Bodily Injury and + Property Damage in excess of the coverage outlined in Paragraphs A, B, and C. + The limits of coverage required in this Agreement may be met with any combination of policies as long as the minimum required limits are met. + Each Party to this Agreement shall have the right to acquire, at its own expense, such additional insurance coverage as it desires to further protect itself +against any risk or liability with respect to this Agreement and operations and activities under this Agreement or related thereto. All insurance maintained by or on behalf of Producer or Gatherer shall contain a waiver by the insurance company of +all rights of subrogation in favor of the other Party. Neither the minimum policy limits of insurance required of the Parties nor the actual amounts of +insurance maintained by the Parties under their insurance program shall operate to modify the Parties’ liability or indemnity obligations in this Agreement. + A Party may self-insure the requirements in this Exhibit B if such Party or its parent is considered investment grade (S&P BBB- or equivalent or higher). (End of Exhibit B) +   2 + + + EXHIBIT C + INDIVIDUAL FEE; THRESHOLD AMOUNT   + [Provided Separately] +   1 + +``` + +### Current parser output for idx=65 + +``` +(no parser output yet for idx=65 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + idx=54: 7 records, levels=[1, 0, 1, 1, 1, 1, 3] + idx=55: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=56: 31 records, levels=[1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 1, 2, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=57: 7 records, levels=[0, 1, 1, 1, 1, 2, 1] + idx=58: 7 records, levels=[1, 1, 0, 1, 1, 1, 1] + idx=59: 25 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=60: 85 records, levels=[0, 1, 1, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 2, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=61: 128 records, levels=[1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 1, 4, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 2] + idx=62: 59 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4] + idx=63: 193 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 4, 4, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 2, 2, 1, 2, 1, 2, 1, 2, 4, 4, 4, 4, 4, 5, 4, 1, 2, 2, 4] + idx=64: 59 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=65 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=65. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 66 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 66` parses idxs 0..65 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=65.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=65" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 65' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=65 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 65 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=65 and EXIT. + DO NOT continue with idx=65+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=65, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=65+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx66_20260510T070303.md b/data/auto_parse/level_freeze/turns/prompt_idx66_20260510T070303.md new file mode 100644 index 0000000..c386e04 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx66_20260510T070303.md @@ -0,0 +1,409 @@ +# clause-extract level-tuning loop — dispatch for idx=66 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=66 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=66, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 66 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63, 64, 65] + +### Source-of-truth excerpt for idx=66 + +``` + + + + + Exhibit + + + 2017 AFI RSU | STOCK (US AND NON-US) (With Australian Addendum) 2017 Long-Term Time-Based Restricted Stock Unit Grant ARMSTRONG FLOORING, INC. 2500 Columbia Ave., P.O. Box 3025 Lancaster, PA 17604 717.672.9611   %%FIRST_NAME%-% %%MIDDLE_NAME%-%   %%LAST_NAME%-%   I am pleased to inform you that the Company’s Management Development and Compensation Committee granted you the following: Date of Grant: March 7, 2017 Time-Based Restricted Stock Units: [] This grant is subject to the terms of the 2016 Long-Term Incentive Plan and the award agreement. The award agreement consists of this grant letter and the Terms and Conditions attached as Exhibit A . Vesting - The Restricted Stock Units will vest in accordance with the following schedule if you remain employed by the Employer through the applicable vesting date, except as described below. One share of the Company’s common stock will be distributed to you for each Restricted Stock Unit that vests, within 60 days following the applicable vesting date. Vesting Date Time-Based Units Vesting One year from Date of Grant 33.33% Two years from Date of Grant 33.33% Three years from Date of Grant 33.34% Taxes - The Company will use share tax withholding to satisfy the minimum tax withholding obligations, unless prohibited by country law or you provide a payment to cover the taxes. Employment Events The following chart is a summary of the provisions which apply to this award in connection with your termination of employment. The following is only a summary, and in the event of termination of employment, the award will be governed by the Terms and Conditions. Event Provisions ■ Voluntary Resignation Forfeit all unvested Restricted Stock Units and accrued dividends ■ Termination for Cause Forfeit all unpaid (vested or unvested) Restricted Stock Units and accrued dividends ■ “55 / 5” Rule Termination         (55 years of age or older with 5 years         of service) ■ Involuntary Termination If termination occurs after 10 months following the date of grant, Restricted Stock Units and accrued dividends vest pro-rata based on the period of employment; otherwise unvested Restricted Stock Units and accrued dividends are forfeited ■ Death ■ Long-Term Disability Restricted Stock Units and accrued dividends vest pro-rata based on the period of employment ■ Involuntary Termination upon or within         two years following a Change of         Control Restricted Stock Units and accrued dividends vest in full upon termination of employment Each Restricted Stock Unit granted is credited to an account maintained for you. You have no ownership or voting rights relative to these Restricted Stock Units. If the Company makes cash dividend payments before the Restricted Stock Units are vested, the value of the dividends will accrue in a non-interest bearing bookkeeping account. You will receive a cash payment for the accrued dividend equivalents based on vesting and payment of the Restricted Stock Units. In the event of any inconsistency between the foregoing summary and the Terms and Conditions or the 2016 Long-Term Incentive Plan, the Terms and Conditions or the 2016 Long-Term Incentive Plan, as applicable will govern. Capitalized terms used but not defined in this grant agreement will have the meaning set forth in the 2016 Long-Term Incentive Plan or the Terms and Conditions, as applicable. Please contact Lisa DeMascola (717-672-7394) if you have questions. Sincerely, Donald R. Maier President and Chief Executive Officer   EXHIBIT A ARMSTRONG FLOORING, INC. 2016 LONG-TERM INCENTIVE PLAN      TIME-BASED RESTRICTED STOCK UNIT GRANT TERMS AND CONDITIONS 1. Grant . (a)      Subject to the terms set forth below, Armstrong Flooring, Inc. (the “ Company ”) has granted to the designated employee (the “ Grantee ”) an award of time-based restricted stock units (the “ Time-Based Units ”) as specified in the 2017 Long-Term Time-Based Restricted Stock Unit Grant letter to which these Grant Conditions relate (the “ Grant Letter ”). The “ Date of Grant ” is March 7, 2017. The Time-Based Units are Stock Units with respect to common stock of the Company (“ Company Stock ”). (b)      The Time-Based Units shall be vested and payable in accordance with the schedule set forth below, if and to the extent the terms of the Grant Letter and these Grant Conditions are met. (c)      These Terms and Conditions (the “ Grant Conditions ”) are part of the Grant Letter. This grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “ Plan ”). Any terms not defined herein shall have the meanings set forth in the Plan. 2.      Vesting . (a)      Except as provided in Sections 3 and 4 below, the Time-Based Units shall vest on the following dates, if the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively, the “ Employer ”) on the applicable dates below (each individually, a “ Vesting Date ”): Vesting Date Time-Based Units Vesting One year from Date of Grant (the “ First Vesting Date ”) 33.33%      Two years from Date of Grant (the “ Second Vesting Date ”) 33.33% Three years from Date of Grant (the “ Third Vesting Date ”) 33.34% (b)      The vesting of the Time-Based Units is cumulative, but shall not exceed 100% of the Time-Based Units. If the foregoing schedule or the provisions of Section 3 would produce fractional units, the number of Time-Based Units vesting shall be rounded up to the nearest whole unit, but not in excess of 100% of the Time-Based Units. 3.      Termination of Employment . (a)      Except as described below, if the Grantee ceases to be employed by the Employer for any reason prior to the Third Vesting Date, the unvested Time-Based Units shall be forfeited as of the termination date and shall cease to be outstanding. (b)      Subject to Section 4 below, if, prior to the Third Vesting Date, the Grantee ceases to be employed + +[... source-of-truth truncated for prompt ...] + +ans all persons to whom an offer or invitation of Time-Based Units are made in Australia under the Plan. “ Exchange ” means the New York Stock Exchange. “ related body corporate ” has the meaning given in section 50 of the Corporations Act 2001 (Cth). General Advice Only   Any advice given by the Company or any related body corporate of the Company in relation to the Time-Based Units offered under the Plan does not take into account an Australian Participant’s objectives, financial situation and needs. Australian Participants should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities & Investments Commission to give such advice. Acquisition price No acquisition price is payable by Australian Participants for the Company to grant you the number of Time-Based Units set forth in the Grant Letter. Risks of Time-Based Units and Company Stock Acquiring and holding Time-Based Units and Company Stock involves risk. These risks include that: (a)    there is no guarantee that Company Stock will grow in value - it may decline in value. Stock markets are subject to fluctuations and the price of Company Stock can rise and fall, depending upon the Company’s performance and other internal and external factors. (b)    the Company may decide not to continue to pay dividends on its Company Stock at the current level, or may decide to cease the payment of dividends on its Company Stock. (c)    there are tax implications involved in acquiring and holding Time-Based Units and Company Stock and the tax regime applying to Australian Participants may change. Market Price of Company Stock in Australian Dollars An Australian Participant could, from time to time, ascertain the market price of Company Stock by obtaining that price from the Exchange website, the Company website or The Wall Street Journal, and multiplying that price by a published exchange rate to convert U.S. Dollars into Australian Dollars. + +``` + +### Current parser output for idx=66 + +``` +(no parser output yet for idx=66 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + idx=54: 7 records, levels=[1, 0, 1, 1, 1, 1, 3] + idx=55: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=56: 31 records, levels=[1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 1, 2, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=57: 7 records, levels=[0, 1, 1, 1, 1, 2, 1] + idx=58: 7 records, levels=[1, 1, 0, 1, 1, 1, 1] + idx=59: 25 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=60: 85 records, levels=[0, 1, 1, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 2, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=61: 128 records, levels=[1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 1, 4, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 2] + idx=62: 59 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4] + idx=63: 193 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 4, 4, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 2, 2, 1, 2, 1, 2, 1, 2, 4, 4, 4, 4, 4, 5, 4, 1, 2, 2, 4] + idx=64: 59 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4] + idx=65: 208 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 4, 4, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 2, 2, 1, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 5, 5, 5, 5, 4, 4, 4, 4, 4, 4, 4, 4, 5, 5, 5, 4, 5, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 1, 2, 1, 2, 4, 3, 1, 2] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=66 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=66. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 67 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 67` parses idxs 0..66 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=66.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=66" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 66' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=66 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 66 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=66 and EXIT. + DO NOT continue with idx=66+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=66, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=66+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx67_20260510T070918.md b/data/auto_parse/level_freeze/turns/prompt_idx67_20260510T070918.md new file mode 100644 index 0000000..b430da6 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx67_20260510T070918.md @@ -0,0 +1,410 @@ +# clause-extract level-tuning loop — dispatch for idx=67 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=67 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=67, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 67 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63, 64, 65, 66] + +### Source-of-truth excerpt for idx=67 + +``` + + + + + Exhibit + + + Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into as of March 3, 2017 (the “ Execution Date ”) and effective as of March 13, 2017 (the “ Effective Date ”), by and among STATION CASINOS LLC , a Nevada limited liability company (the “ Company ”), RED ROCK RESORTS, INC. , a Delaware corporation (the “ Parent ”), and Stephen L. Cootey (the “ Executive ”). WHEREAS, the Company, the Parent and the Executive (each individually a “ Party ” and together the “ Parties ”) desire to enter into this Agreement, as set forth herein; NOW, THEREFORE , in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the Parties agree as follows: 1. DEFINITIONS . In addition to certain terms defined elsewhere in this Agreement, the following terms shall have the following respective meanings: 1.1     “ Affiliate ” shall mean any Person directly or indirectly controlling, controlled by or under common control with the Company (including the Parent and any Person directly or indirectly controlling, controlled by or under common control with the Parent). 1.2     “ Base Salary ” shall mean the salary provided for in Section 3.1 of this Agreement, as the same may be increased thereunder. 1.3     “ Board ” shall mean the Board of Directors of the Parent, including any successor of the Parent in the event of a Change in Control. 1.4     “ Cause ” shall mean that the Executive: (a) has been found unsuitable to hold a gaming license by final, non-appealable decision of the Nevada Gaming Commission; (b) has been convicted of any felony; (c) has engaged in acts or omissions constituting gross negligence or willful misconduct resulting, in either case, in material economic harm to the Company; or (d) has materially breached this Agreement. 1.5     “ Change in Control ” shall mean the occurrence of any of the following events: (a)     The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), other than a Permitted Holder, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then-outstanding securities entitled to vote generally in the election of members of the Board (the “ Voting Power ”) at such time; provided that the following acquisitions shall not constitute a Change in Control: (i) any such acquisition directly from the Parent; (ii) any such acquisition by the Parent; (iii) any such acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent or any of its subsidiaries; or (iv) any such acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) below; or (b)     individuals who, as of the Effective Date, constitute the Board (the “ Incumbent Board ”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided , that any individual becoming a director subsequent to the Effective Date, whose election, or nomination for election by the Parent’s stockholders, was approved by a vote of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Parent in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than either the Board or any Permitted Holder; or Page 2 of 17 (c)     consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Parent (a “ Business Combination ”), in each case, unless following such Business Combination, (i) either (A) Permitted Holders or (B) all or substantially all of the individuals and entities who were the beneficial owners of the Voting Power immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such transaction (including an entity that, as a result of such transaction, owns the Parent or substantially all of the Parent’s assets either directly or through one or more subsidiaries) and, in the case of the foregoing clause (B), in substantially the same proportions relative to each other as their ownership immediately prior to such transaction of the securities representing the Voting Power, (ii) no Person (excluding any Permitted Holder, any entity resulting from such transaction or any employee benefit plan (or related trust) sponsored or maintained by the Parent or such entity resulting from such transaction) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such transaction, or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to such transaction, and (iii) at least a majority of the members of the board of directors of the entity resulting from such transaction were members of the Incumbent Board at the time of the execution of the initial agreement with respect to, or the action of the Board providing for, such transaction; or (d)     approval by the stockholders of + +[... source-of-truth truncated for prompt ...] + + FILE A CHARGE WITH ANY FEDERAL OR STATE ADMINISTRATIVE AGENCY; PROVIDED, HOWEVER, THAT THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE IS NOT ENTITLED TO ANY PERSONAL RECOVERY IN ANY SUCH AGENCY PROCEEDINGS. 2.      DUE CARE . THE EXECUTIVE ACKNOWLEDGES THAT HE HAS RECEIVED A COPY OF THIS RELEASE PRIOR TO ITS EXECUTION AND HAS BEEN ADVISED HEREBY OF HIS OPPORTUNITY TO REVIEW AND CONSIDER THIS RELEASE FOR TWENTY-ONE (21) DAYS PRIOR TO ITS EXECUTION. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS BEEN ADVISED HEREBY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE. THE EXECUTIVE ENTERS INTO THIS RELEASE HAVING FREELY AND KNOWINGLY ELECTED, AFTER DUE CONSIDERATION, TO EXECUTE THIS RELEASE AND TO FULFILL THE PROMISES SET FORTH HEREIN. THIS RELEASE SHALL BE REVOCABLE BY THE EXECUTIVE DURING THE SEVEN (7) DAY PERIOD FOLLOWING ITS EXECUTION, AND SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD. IN THE EVENT OF SUCH A REVOCATION, THE EXECUTIVE SHALL NOT BE ENTITLED TO THE CONSIDERATION FOR THIS RELEASE SET FORTH ABOVE. 3.      RELIANCE BY THE EXECUTIVE . THE EXECUTIVE ACKNOWLEDGES THAT, IN HIS DECISION TO ENTER INTO THIS RELEASE, HE HAS NOT RELIED ON ANY REPRESENTATIONS, PROMISES OR ARRANGEMENT OF ANY KIND, INCLUDING ORAL STATEMENTS BY REPRESENTATIVES OF THE COMPANY, EXCEPT AS SET FORTH IN THIS RELEASE. Page 17 of 17 4.      MISCELLANEOUS . THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF. IF ANY PROVISION OF THIS RELEASE IS HELD INVALID OR UNENFORCEABLE FOR ANY REASON, THE REMAINING PROVISIONS SHALL BE CONSTRUED AS IF THE INVALID OR UNENFORCEABLE PROVISION HAD NOT BEEN INCLUDED. This GENERAL RELEASE AND COVENANT NOT TO SUE is executed by the Executive and delivered to the Company on ___________________, 20___. “Executive” _______________________________ Stephen L. Cootey + +``` + +### Current parser output for idx=67 + +``` +(no parser output yet for idx=67 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + idx=54: 7 records, levels=[1, 0, 1, 1, 1, 1, 3] + idx=55: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=56: 31 records, levels=[1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 1, 2, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=57: 7 records, levels=[0, 1, 1, 1, 1, 2, 1] + idx=58: 7 records, levels=[1, 1, 0, 1, 1, 1, 1] + idx=59: 25 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=60: 85 records, levels=[0, 1, 1, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 2, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=61: 128 records, levels=[1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 1, 4, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 2] + idx=62: 59 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4] + idx=63: 193 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 4, 4, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 2, 2, 1, 2, 1, 2, 1, 2, 4, 4, 4, 4, 4, 5, 4, 1, 2, 2, 4] + idx=64: 59 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4] + idx=65: 208 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 4, 4, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 2, 2, 1, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 5, 5, 5, 5, 4, 4, 4, 4, 4, 4, 4, 4, 5, 5, 5, 4, 5, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 1, 2, 1, 2, 4, 3, 1, 2] + idx=66: 21 records, levels=[1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 3, 3, 3, 1] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=67 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=67. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 68 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 68` parses idxs 0..67 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=67.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=67" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 67' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=67 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 67 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=67 and EXIT. + DO NOT continue with idx=67+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=67, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=67+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx68_20260510T071533.md b/data/auto_parse/level_freeze/turns/prompt_idx68_20260510T071533.md new file mode 100644 index 0000000..b692f48 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx68_20260510T071533.md @@ -0,0 +1,1164 @@ +# clause-extract level-tuning loop — dispatch for idx=68 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=68 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=68, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 68 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63, 64, 65, 66, 67] + +### Source-of-truth excerpt for idx=68 + +``` + + EX-10.8 + + + Exhibit 10.8   +   C REDIT +A GREEMENT dated as of + April 27, 2017 among + ROSEHILL OPERATING COMPANY, LLC , + as Borrower, PNC BANK, +NATIONAL ASSOCIATION , as Administrative Agent, + and the Lenders party hereto +     + PNC C APITAL M ARKETS LLC + Sole Lead Arranger and Sole Book Runner + + + TABLE OF CONTENTS +   + + + + + + + + + + +   +   +   +    + Page +   + + ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS +    +   + 1 +   + + Section 1.01 +   + Terms Defined Above +    +   + 1 +   + + Section 1.02 +   + Certain Defined Terms +    +   + 1 +   + + Section 1.03 +   + Types of Loans and Borrowings +    +   + 27 +   + + Section 1.04 +   + Terms Generally; Rules of Construction +    +   + 27 +   + + Section 1.05 +   + Accounting Terms and Determinations; GAAP +    +   + 27 +   + + Section 1.06 +   + Timing of Payment or Performance +    +   + 28 +   + + + + + ARTICLE II THE CREDITS +    +   + 28 +   + + Section 2.01 +   + Commitments +    +   + 28 +   + + Section 2.02 +   + Loans and Borrowings +    +   + 28 +   + + Section 2.03 +   + Requests for Borrowings +    +   + 29 +   + + Section 2.04 +   + Interest Elections +    +   + 30 +   + + Section 2.05 +   + Funding of Borrowings +    +   + 31 +   + + Section 2.06 +   + Termination and Reduction of Aggregate Maximum Credit Amounts +    +   + 31 +   + + Section 2.07 +   + Borrowing Base +    +   + 32 +   + + Section 2.08 +   + Letters of Credit +    +   + 35 +   + + + + + ARTICLE III PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES +    +   + 40 +   + + Section 3.01 +   + Repayment of Loans +    +   + 40 +   + + Section 3.02 +   + Interest +    +   + 40 +   + + Section 3.03 +   + Alternate Rate of Interest +    +   + 41 +   + + Section 3.04 +   + Prepayments +    +   + 41 +   + + Section 3.05 +   + Fees +    +   + 43 +   + + + + + ARTICLE IV PAYMENTS; PRO RATA TREATMENT; SHARING OF + SET-OFFS +    +   + 44 +   + + Section 4.01 +   + Payments Generally; Pro Rata Treatment; Sharing of + Set-offs +    +   + 44 +   + + Section 4.02 +   + Presumption of Payment by the Borrower +    +   + 45 +   + + Section 4.03 +   + Certain Deductions by the Administrative Agent +    +   + 45 +   + + Section 4.04 +   + Disposition of Proceeds +    +   + 46 +   + + Section 4.05 +   + Defaulting Lenders +    +   + 46 +   + + + + + ARTICLE V INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES +    +   + 48 +   + + Section 5.01 +   + Increased Costs +    +   + 48 +   + + Section 5.02 +   + Break Funding Payments +    +   + 49 +   + + Section 5.03 +   + Taxes +    +   + 50 +   + + Section 5.04 +   + Designation of Different Lending Office +    +   + 54 +   + + Section 5.05 +   + Replacement of Lenders +    +   + 54 +   + + Section 5.06 +   + Illegality +    +   + 54 +   + + + + + ARTICLE VI CONDITIONS PRECEDENT +    +   + 55 +   + + Section 6.01 +   + Effective Date +    +   + 55 +   + + Section 6.02 +   + Each Credit Event +    +   + 57 +   + + + + + ARTICLE VII REPRESENTATIONS AND WARRANTIES +    +   + 58 +   + + Section 7.01 +   + Organization; Powers +    +   + 58 +   + + Section 7.02 +   + Authority; Enforceability +    +   + 58 +   +   i + + + + + + + + + + + + + Section 7.03 +   + Approvals; No Conflicts +    +   + 58 +   + + Section 7.04 +   + Financial Condition; No Material Adverse Change +    +   + 58 +   + + Section 7.05 +   + Litigation +    +   + 59 +   + + Section 7.06 +   + Environmental Matters +    +   + 59 +   + + Section 7.07 +   + Compliance with the Laws and Agreements; No Defaults +    +   + 60 +   + + Section 7.08 +   + Investment Company Act +    +   + 60 +   + + Section 7.09 +   + Taxes +    +   + 60 +   + + Section 7.10 +   + ERISA +    +   + 61 +   + + Section 7.11 +   + Disclosure; No Material Misstatements +    +   + 61 +   + + Section 7.12 +   + Insurance +    +   + 62 +   + + Section 7.13 +   + Restriction on Liens +    +   + 62 +   + + Section 7.14 +   + Loan Parties +    +   + 62 +   + + Section 7.15 +   + Foreign Operations +    +   + 62 +   + + Section 7.16 +   + Location of Business and Offices +    +   + 62 +   + + Section 7.17 +   + Properties; Defensible Title, Etc +    +   + 62 +   + + Section 7.18 +   + Maintenance of Properties +    +   + 63 +   + + Section 7.19 +   + Gas Imbalances; Prepayments +    +   + 63 +   + + Section 7.20 +   + Marketing of Production +    +   + 64 +   + + Section 7.21 +   + Security Documents +    +   + 64 +   + + Section 7.22 +   + Swap Agreements and Eligible Contract Participant +    +   + 64 +   + + Section 7.23 +   + Use of Loans and Letters of Credit +    +   + 64 +   + + Section 7.24 +   + Solvency +    +   + 64 +   + + Section 7.25 +   + Anti-Corruption Laws; Sanctions; OFAC +    +   + 65 +   + + Section 7.26 +   + EEA Financial Institution +    +   + 65 +   + + + + + ARTICLE VIII AFFIRMATIVE COVENANTS +    +   + 65 +   + + Section 8.01 +   + Financial Statements; Other Information +    +   + 65 +   + + Section 8.02 +   + Notices of Material Events +    +   + 68 +   + + Section 8.03 +   + Existence; Conduct of Business +    +   + 69 +   + + Section 8.04 +   + Payment of Obligations +    +   + 69 +   + + Section 8.05 +   + Performance of Obligations under Loan Documents +    +   + 69 +   + + Section 8.06 +   + Operation and Maintenance of Properties +    +   + 69 +   + + Section 8.07 +   + Insurance +    +   + 70 +   + + Section 8.08 +   + Books and Records; Inspection Rights +    +   + 70 +   + + Section 8.09 +   + Compliance with Laws +    +   + 70 +   + + Section 8.10 +   + Environmental Matters +    +   + 70 +   + + Section 8.11 +   + Further Assurances +    +   + 71 +   + + Section 8.12 +   + Reserve Reports +    +   + 72 +   + + Section 8.1 + +[... source-of-truth truncated for prompt ...] + +ompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this +certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times +furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding +such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to +them in the Credit Agreement.   + + + + + + + [NAME OF LENDER] + + + + + By: +   + + + +   + Name: + + +   + Title: + Date:               , 201[    ] + +   Exhibit +H-4 – Solo Page + + + SCHEDULE 7.05 + LITIGATION None. + [Remainder of Page Intentionally Left Blank] +   S CHEDULE 7.05 +– P AGE 1 + + + SCHEDULE 7.06 + ENVIRONMENTAL MATTERS + None. [Remainder of Page +Intentionally Left Blank] +   S CHEDULE 7.06 +– P AGE 1 + + + SCHEDULE 7.12 + INSURANCE [Provided +Separately] + + + SCHEDULE 7.14 + SUBSIDIARIES None. + [Remainder of Page Intentionally Left Blank] +   S CHEDULE 7.14 +– P AGE 1 + + + SCHEDULE 7.19 + GAS IMBALANCES None. + [Remainder of Page Intentionally Left Blank] +   S CHEDULE 7.19 +– P AGE 1 + + + SCHEDULE 7.20 + MARKETING OF PRODUCTION + [Provided Separately] + + + SCHEDULE 7.22 + SWAP AGREEMENTS [Provided +Separately] + + + SCHEDULE 9.05 + INVESTMENTS None. + [Remainder of Page Intentionally Left Blank] +   S CHEDULE 9.05 +– P AGE 1 + +``` + +### Current parser output for idx=68 + +``` +(no parser output yet for idx=68 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + idx=54: 7 records, levels=[1, 0, 1, 1, 1, 1, 3] + idx=55: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=56: 31 records, levels=[1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 1, 2, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=57: 7 records, levels=[0, 1, 1, 1, 1, 2, 1] + idx=58: 7 records, levels=[1, 1, 0, 1, 1, 1, 1] + idx=59: 25 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=60: 85 records, levels=[0, 1, 1, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 2, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=61: 128 records, levels=[1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 1, 4, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 2] + idx=62: 59 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4] + idx=63: 193 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 4, 4, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 2, 2, 1, 2, 1, 2, 1, 2, 4, 4, 4, 4, 4, 5, 4, 1, 2, 2, 4] + idx=64: 59 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4] + idx=65: 208 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 4, 4, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 2, 2, 1, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 5, 5, 5, 5, 4, 4, 4, 4, 4, 4, 4, 4, 5, 5, 5, 4, 5, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 1, 2, 1, 2, 4, 3, 1, 2] + idx=66: 21 records, levels=[1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 3, 3, 3, 1] + idx=67: 68 records, levels=[0, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=68 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=68. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 69 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 69` parses idxs 0..68 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=68.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=68" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 68' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=68 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 68 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=68 and EXIT. + DO NOT continue with idx=68+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=68, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=68+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx69_20260510T072347.md b/data/auto_parse/level_freeze/turns/prompt_idx69_20260510T072347.md new file mode 100644 index 0000000..b4414d3 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx69_20260510T072347.md @@ -0,0 +1,412 @@ +# clause-extract level-tuning loop — dispatch for idx=69 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=69 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=69, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 69 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63, 64, 65, 66, 67, 68] + +### Source-of-truth excerpt for idx=69 + +``` + + + + + Exhibit + + + 2017 AFI RSU | CASH (NON-US/CHINA) 2017 Long-Term Time-Based Restricted Stock Unit Grant ARMSTRONG FLOORING, INC. 2500 Columbia Ave., P.O. Box 3025 Lancaster, PA 17604 717.672.9611 %%FIRST_NAME%-% %%MIDDLE_NAME%-%   %%LAST_NAME%-%   I am pleased to inform you that the Company’s Management Development and Compensation Committee granted you the following: Date of Grant: March 7, 2017 Time-Based Restricted Stock Units: [] This grant is subject to the terms of the 2016 Long-Term Incentive Plan and the award agreement. The award agreement consists of this grant letter and the Terms and Conditions attached as Exhibit A . Vesting - The Restricted Stock Units will vest in accordance with the following schedule if you remain employed by the Employer through the applicable vesting date, except as described below. The restricted stock units will be paid in cash. Vesting Date Time-Based Units Vesting One year from Date of Grant 33.33% Two years from Date of Grant 33.33% Three years from Date of Grant 33.34% Employment Events The following chart is a summary of the provisions which apply to this award in connection with your termination of employment. The following is only a summary, and in the event of termination of employment, the award will be governed by the Terms and Conditions. Event Provisions ■ Voluntary Resignation Forfeit all unvested Restricted Stock Units and accrued dividends ■ Termination for Cause Forfeit all unpaid (vested or unvested) Restricted Stock Units and accrued dividends ■ “55 / 5” Rule Termination         (55 years of age or older with 5 years         of service) ■ Involuntary Termination If termination occurs after 10 months following the date of grant, Restricted Stock Units and accrued dividends vest pro-rata based on the period of employment; otherwise unvested Restricted Stock Units and accrued dividends are forfeited ■ Death ■ Long-Term Disability Restricted Stock Units and accrued dividends vest pro-rata based on the period of employment ■ Involuntary Termination upon or within         two years following a Change of         Control Restricted Stock Units and accrued dividends vest in full upon termination of employment Each Restricted Stock Unit granted is credited to an account maintained for you. You have no ownership or voting rights relative to these Restricted Stock Units. If the Company makes cash dividend payments before the Restricted Stock Units are vested, the value of the dividends will accrue in a non-interest bearing bookkeeping account. You will receive a cash payment for the accrued dividend equivalents based on vesting and payment of the Restricted Stock Units. In the event of any inconsistency between the foregoing summary and the Terms and Conditions or the 2016 Long-Term Incentive Plan, the Terms and Conditions or the 2016 Long-Term Incentive Plan, as applicable will govern. Capitalized terms used but not defined in this grant agreement will have the meaning set forth in the 2016 Long-Term Incentive Plan or the Terms and Conditions, as applicable. Please contact Lisa DeMascola (717-672-7394) if you have questions. Sincerely, Donald R. Maier President and Chief Executive Officer EXHIBIT A ARMSTRONG FLOORING, INC. 2016 LONG-TERM INCENTIVE PLAN TIME-BASED RESTRICTED STOCK UNIT GRANT TERMS AND CONDITIONS 1. Grant . (a)      Subject to the terms set forth below, Armstrong Flooring, Inc. (the “ Company ”) has granted to the designated employee (the “ Grantee ”) an award of time-based restricted stock units (the “ Time-Based Units ”) as specified in the 2017 Long-Term Time-Based Restricted Stock Unit Grant letter to which these Grant Conditions relate (the “ Grant Letter ”). The “ Date of Grant ” is March 7, 2017. The Time-Based Units are Stock Units that relate to common stock of the Company (“ Company Stock ”) and entitle the Grantee to receive a cash bonus payment from the Grantee’s employer subject to the terms set forth below. (b)      The Time-Based Units shall be vested and payable in accordance with the schedule set forth below, if and to the extent the terms of the Grant Letter and these Grant Conditions are met. (c)      These Terms and Conditions (the “ Grant Conditions ”) are part of the Grant Letter. This grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “ Plan ”). Any terms not defined herein shall have the meanings set forth in the Plan. 2.      Vesting . (a)      Except as provided in Sections 3 and 4 below, the Time-Based Units shall vest on the following dates, if the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively, the “ Employer ”) on the applicable dates below (each individually, a “ Vesting Date ”): Vesting Date Time-Based Units Vesting One year from Date of Grant (the “ First Vesting Date ”) 33.33%  Two years from Date of Grant (the “ Second Vesting Date ”) 33.33% Three years from Date of Grant (the “ Third Vesting Date ”) 33.34%   (b)      The vesting of the Time-Based Units is cumulative, but shall not exceed 100% of the Time-Based Units. If the foregoing schedule or the provisions of Section 3 would produce fractional units, the number of Time-Based Units vesting shall be rounded up to the nearest whole unit, but not in excess of 100% of the Time-Based Units. 3.      Termination of Employment . (a)      Except as described below, if the Grantee ceases to be employed by the Employer for any reason prior to the Third Vesting Date, the unvested Time-Based Units shall be forfeited as of the termination date and shall cease to be outstanding. (b)      Subject to Section 4 below, if, prior to the Third Vesting Date, the Grantee ceases to be employed by the Employer (x) on account of death or Long-Term Disability (as defined below), or (y) after ten months following the Date of Grant, on account of “55 / 5” Rule Termination (as defined below) or Involuntary Terminatio + +[... source-of-truth truncated for prompt ...] + + subsidiaries or affiliates, and details of all awards in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “ Data ”). (c)      The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative. * * * + +``` + +### Current parser output for idx=69 + +``` +(no parser output yet for idx=69 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + idx=54: 7 records, levels=[1, 0, 1, 1, 1, 1, 3] + idx=55: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=56: 31 records, levels=[1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 1, 2, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=57: 7 records, levels=[0, 1, 1, 1, 1, 2, 1] + idx=58: 7 records, levels=[1, 1, 0, 1, 1, 1, 1] + idx=59: 25 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=60: 85 records, levels=[0, 1, 1, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 2, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=61: 128 records, levels=[1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 1, 4, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 2] + idx=62: 59 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4] + idx=63: 193 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 4, 4, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 2, 2, 1, 2, 1, 2, 1, 2, 4, 4, 4, 4, 4, 5, 4, 1, 2, 2, 4] + idx=64: 59 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4] + idx=65: 208 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 4, 4, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 2, 2, 1, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 5, 5, 5, 5, 4, 4, 4, 4, 4, 4, 4, 4, 5, 5, 5, 4, 5, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 1, 2, 1, 2, 4, 3, 1, 2] + idx=66: 21 records, levels=[1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 3, 3, 3, 1] + idx=67: 68 records, levels=[0, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=68: 483 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 2, 2, 4, 4, 4, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 4, 4, 2, 2, 2, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 2, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 1, 1, 1, 1, 1, 1, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 1, 2, 4, 1, 1, 2, 4, 1, 2, 4, 5, 5, 1, 2, 1, 2, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 2, 2, 4, 5, 1, 2, 5, 5, 5, 2, 2, 1, 2, 1, 2, 2, 4, 3, 2, 2, 1, 2, 1, 2, 2, 4, 5, 4, 4, 4, 1, 2, 2, 1, 2, 1, 2, 1, 2, 1, 2, 1, 2, 1, 2, 1, 2, 1, 2] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=69 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=69. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 70 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 70` parses idxs 0..69 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=69.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=69" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 69' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=69 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 69 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=69 and EXIT. + DO NOT continue with idx=69+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=69, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=69+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx70_20260510T073003.md b/data/auto_parse/level_freeze/turns/prompt_idx70_20260510T073003.md new file mode 100644 index 0000000..c958912 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx70_20260510T073003.md @@ -0,0 +1,697 @@ +# clause-extract level-tuning loop — dispatch for idx=70 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=70 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=70, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 70 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63, 64, 65, 66, 67, 68, 69] + +### Source-of-truth excerpt for idx=70 + +``` + + EX-10.9 + + + Exhibit 10.9 + Form for Non-Employee Directors + ROSEHILL RESOURCES INC. + LONG-TERM INCENTIVE PLAN + RESTRICTED STOCK GRANT NOTICE + Pursuant to the terms and conditions of the Rosehill Resources Inc. Long-Term Incentive Plan, as amended from time to time (the +“ Plan ”), Rosehill Resources Inc. (the “ Company ”) hereby grants to the individual listed below (“ you ” or “ Director ”) the number of shares of Restricted Stock (the +“ Restricted Shares ”) set forth below in this Restricted Stock Grant Notice (this “ Grant Notice ”). The Restricted Shares are subject to the terms and conditions set forth herein, in the Restricted Stock Agreement +(the “ Agreement ”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan. +   + + + + + + + Director’s Name: +    + [●] + + + + + Date of Grant: +    + [●] + + + + + Total Number of Shares of Restricted Stock: +    + [●] Shares + + + + + Vesting Commencement Date: +    + [●] + + + + + Vesting Schedule: +    + Subject to the terms and conditions of the Agreement, the Plan and the other terms and conditions set forth herein, the Restricted Shares shall vest on the first anniversary of the Vesting Commencement Date identified above so long +as you continuously serve as a director of the Company from the Date of Grant through such anniversary date. + By signing below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Grant +Notice. You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice. You hereby agree to accept as binding, conclusive +and final all decisions or interpretations of the Committee regarding any questions or determinations arising under the Agreement, the Plan or this Grant Notice. + You also understand and acknowledge that you should consult with your tax advisor regarding the advisability of filing with the Internal +Revenue Service an election under section 83(b) of the Internal Revenue Code with respect to the Restricted Shares. This election must be filed no later than 30 days after Date of Grant set forth in this Grant Notice. This time period cannot be +extended. If you wish to file a section 83(b) election, an election form is attached hereto as Exhibit B . By signing below, you acknowledge (a) that you have been advised to consult with a tax advisor regarding the tax consequences of +the award of the Restricted Shares and (b) that timely filing a section 83(b) election (if you choose to do so) is your sole + + + +responsibility, even if you request the Company or any of its affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, +accountants, consultants, bankers, lenders, prospective lenders and financial representatives) to assist in making such filing or to file such election on your behalf. + This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of +which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Note : To accept the grant of +the Restricted Shares, you must execute this Grant Notice and return an executed copy to the Company, 16200 Park Row, Suite 300, Houston, Texas, 77084, by             . + [Remainder of Page Intentionally Blank; + Signature Page Follows] +   A-2 + + + IN WITNESS WHEREOF , the Company has caused this Grant Notice to be executed by an officer +thereunto duly authorized, and Director has executed this Grant Notice, effective for all purposes as provided above.   + + + + + + + + + ROSEHILL RESOURCES INC. + + + + + By: +   +   + + +   + Name: +   +   + + +   + Title: +   +   + + + + DIRECTOR + + + +   + + [Name of Director] + S IGNATURE P AGE TO + R ESTRICTED S TOCK G RANT N OTICE + + + EXHIBIT A + RESTRICTED STOCK AGREEMENT + This Restricted Stock Agreement (this “ Agreement ”) is made as of the Date of Grant set forth in the Grant Notice to +which this Agreement is attached by and between Rosehill Resources Inc., a Delaware corporation (the “ Company ”), and [●] (“ Director ”). Capitalized terms used but not specifically defined herein shall have the +meanings specified in the Plan or the Grant Notice. 1.   Award . The Company hereby grants to Director the number of +shares of Restricted Stock set forth in the Grant Notice (the “ Restricted Shares ”) on the terms and conditions set forth in the Grant Notice, this Agreement and the Plan, which is incorporated herein by reference as a part of this +Agreement. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. 2. Issuance +Mechanics . The Company shall (a) cause a stock certificate or certificates representing the Restricted Shares to be registered in the name of Director, or (b) cause the Restricted Shares to be held in book-entry form. If a +stock certificate is issued, it shall be delivered to and held in custody by the Company and shall bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to ensure compliance with the terms +and provisions of this Agreement, the rules, regulations and other requirements of the United States Securities and Exchange Commission and any stock exchange on which the Stock is then listed or quoted. If the shares of Stock are held in book-entry +form, then such entry will reflect that the shares are subject to the restrictions of this Agreement. 3. Forfeiture +Restrictions . (a) The Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, +encumbered or disposed of except as provided in this Agreement or the Plan, and in the even + +[... source-of-truth truncated for prompt ...] + +.   + + + 1. + The name, taxpayer identification number and address of the undersigned (the “ Taxpayer ”), and the taxable year for which this election is being made are: +   + + + + + + + + + + + + + + + + + + + Taxpayer’s Name: +    +   +    + +    + + + + + + + + + + + + Taxpayer’s Social +    + +   + +    + +   + +    + +    + +    + + + Security Number: +    +   +   + - +    +   +   + - +    +   +    + +    + + + + + + + + Taxpayer’s Address: +    +   +    + +    + + + +    +   +    + +    + + + + + + + + Taxable Year: +    +   +    + +    + +   + + + 2. + The property that is the subject of this election (the “ Property ”) is                  shares of common stock of Rosehill +Resources Inc.   + + + 3. + The Property was transferred to the Taxpayer on [Insert transfer date] .   + + + 4. + The Property is subject to the following restrictions: The shares are subject to various transfer restrictions and are subject to forfeiture in the event certain service conditions are not satisfied. +   + + + 5. + The fair market value of the Property at the time of transfer (determined without regard to any restriction other than a nonlapse restriction as defined in Section 1.83-3(h) of the Income Tax Regulations) is +$         per share x                  shares = $        . +   + + + 6. + The amount paid by the Taxpayer for the Property is 0.00.   + + + 7. + The amount to include in gross income is $        . The +undersigned taxpayer will file this election with the Internal Revenue Service office with which the taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the Property. A copy of the election also +will be furnished to the person for whom the services were performed. The undersigned is the person performing the services in connection with which the Property was transferred. +   + + + + + + + + + + + Dated: +   +   +   + +    +   + + +   + +   + +    + Taxpayer’s Signature + E XHIBIT B + +``` + +### Current parser output for idx=70 + +``` +(no parser output yet for idx=70 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + idx=54: 7 records, levels=[1, 0, 1, 1, 1, 1, 3] + idx=55: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=56: 31 records, levels=[1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 1, 2, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=57: 7 records, levels=[0, 1, 1, 1, 1, 2, 1] + idx=58: 7 records, levels=[1, 1, 0, 1, 1, 1, 1] + idx=59: 25 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=60: 85 records, levels=[0, 1, 1, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 2, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=61: 128 records, levels=[1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 1, 4, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 2] + idx=62: 59 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4] + idx=63: 193 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 4, 4, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 2, 2, 1, 2, 1, 2, 1, 2, 4, 4, 4, 4, 4, 5, 4, 1, 2, 2, 4] + idx=64: 59 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4] + idx=65: 208 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 4, 4, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 2, 2, 1, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 5, 5, 5, 5, 4, 4, 4, 4, 4, 4, 4, 4, 5, 5, 5, 4, 5, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 1, 2, 1, 2, 4, 3, 1, 2] + idx=66: 21 records, levels=[1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 3, 3, 3, 1] + idx=67: 68 records, levels=[0, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=68: 483 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 2, 2, 4, 4, 4, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 4, 4, 2, 2, 2, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 2, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 1, 1, 1, 1, 1, 1, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 1, 2, 4, 1, 1, 2, 4, 1, 2, 4, 5, 5, 1, 2, 1, 2, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 2, 2, 4, 5, 1, 2, 5, 5, 5, 2, 2, 1, 2, 1, 2, 2, 4, 3, 2, 2, 1, 2, 1, 2, 2, 4, 5, 4, 4, 4, 1, 2, 2, 1, 2, 1, 2, 1, 2, 1, 2, 1, 2, 1, 2, 1, 2, 1, 2] + idx=69: 9 records, levels=[1, 1, 1, 1, 1, 1, 0, 1, 3] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=70 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=70. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 71 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 71` parses idxs 0..70 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=70.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=70" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 70' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=70 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 70 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=70 and EXIT. + DO NOT continue with idx=70+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=70, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=70+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx71_20260510T073618.md b/data/auto_parse/level_freeze/turns/prompt_idx71_20260510T073618.md new file mode 100644 index 0000000..0404337 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx71_20260510T073618.md @@ -0,0 +1,410 @@ +# clause-extract level-tuning loop — dispatch for idx=71 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=71 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=71, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 71 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63, 64, 65, 66, 67, 68, 69, 70] + +### Source-of-truth excerpt for idx=71 + +``` + + + + + Exhibit + + + Exhibit 10.5 AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This Amendment No. 1 (this “ Amendment ”) to the Third Amended and Restated Limited Liability Company Agreement (the “ LLC Agreement ”) of Station Holdco LLC (the “ Company ”) shall solely be effective as of February 28, 2017. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to such terms in the LLC Agreement. RECITALS WHEREAS , pursuant to Section 14.1 of the LLC Agreement, the Managing Member and the holders of a majority of the outstanding LLC Units (other than the Managing Member) desires to amend the LLC Agreement upon the terms and conditions hereinafter set forth herein. NOW, THEREFORE , the LLC Agreement is hereby amended as follows: ARTICLE I AMENDMENTS TO LLC AGREEMENT   Section 11.2 of the LLC Agreement is hereby amended to eliminate subsection (a) thereof and to amend and restate the first sentence of subsection (c) thereof to read as follows in its entirety: “The Company and the Members agree that, for a period of two (2) years following the consummation of the IPO, the aggregate number of shares of Class A Common Stock issued or issuable in connection with awards made pursuant to the Equity Incentive Plan, any successor plan thereto, or otherwise (other than awards made in substitution of awards issued pursuant to the Company’s Profit Unit Plan that were outstanding prior to the consummation of the IPO) shall not exceed 50% of the total number of shares of Class A Common Stock reserved for issuance pursuant to the Equity Incentive Plan.” ARTICLE II MISCELLANEOUS Section 2.1     Effect on the LLC Agreement . Except as amended and modified herein, the LLC Agreement remains in full force and effect.          Section 2.2     Miscellaneous . Article 15 of the LLC Agreement shall apply mutatis mutandis to this Amendment. [ Remainder of this page is intentionally left blank ] RED ROCK RESORTS, INC.     By: /s/ MARC J. FALCONE Name:    Marc J. Falcone Title:    Executive Vice President, Chief Financial Officer and Treasurer FI STATION INVESTOR LLC     By: /s/ MARC J. FALCONE Name:    Marc J. Falcone Title:    Executive Vice President, Chief Financial Officer and Treasurer FERTITTA BUSINESS MANAGEMENT LLC     By: /s/ FRANK J. FERTITTA III Name:    Frank J. Fertitta III Title:    General Manager FERTITTA BUSINESS MANAGEMENT LLC     By: /s/ LORENZO J. FERTITTA Name:    Lorenzo J. Fertitta Title:    General Manager STATION CASINOS BLOCKER I, LLC     By: /s/ MARC J. FALCONE Name:    Marc J. Falcone Title:    Executive Vice President, Chief Financial Officer and Treasurer [Signature Page to Amendment No. 1 to the Third Amended and Restated Limited Liability Company Agreement] STATION CASINOS BLOCKER II, LLC     By: /s/ MARC J. FALCONE Name:    Marc J. Falcone Title:    Executive Vice President, Chief Financial Officer and Treasurer STATION CASINOS BLOCKER III, LLC     By: /s/ MARC J. FALCONE Name:    Marc J. Falcone Title:    Executive Vice President, Chief Financial Officer and Treasurer STATION CASINOS BLOCKER IV, LLC     By: /s/ MARC J. FALCONE Name:    Marc J. Falcone Title:    Executive Vice President, Chief Financial Officer and Treasurer STATION CASINOS BLOCKER V, LLC     By: /s/ MARC J. FALCONE Name:    Marc J. Falcone Title:    Executive Vice President, Chief Financial Officer and Treasurer STATION CASINOS BLOCKER VI, LLC     By: /s/ MARC J. FALCONE Name:    Marc J. Falcone Title:    Executive Vice President, Chief Financial Officer and Treasurer [Signature Page to Amendment No. 1 to the Third Amended and Restated Limited Liability Company Agreement] STATION CASINOS BLOCKER VII, LLC     By: /s/ MARC J. FALCONE Name:    Marc J. Falcone Title:    Executive Vice President, Chief Financial Officer and Treasurer STATION CASINOS BLOCKER VIII, LLC By: /s/ MARC J. FALCONE Name:    Marc J. Falcone Title:    Executive Vice President, Chief Financial Officer and Treasurer [Signature Page to Amendment No. 1 to the Third Amended and Restated Limited Liability Company Agreement] + +``` + +### Current parser output for idx=71 + +``` +(no parser output yet for idx=71 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + idx=54: 7 records, levels=[1, 0, 1, 1, 1, 1, 3] + idx=55: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=56: 31 records, levels=[1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 1, 2, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=57: 7 records, levels=[0, 1, 1, 1, 1, 2, 1] + idx=58: 7 records, levels=[1, 1, 0, 1, 1, 1, 1] + idx=59: 25 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=60: 85 records, levels=[0, 1, 1, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 2, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=61: 128 records, levels=[1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 1, 4, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 2] + idx=62: 59 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4] + idx=63: 193 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 4, 4, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 2, 2, 1, 2, 1, 2, 1, 2, 4, 4, 4, 4, 4, 5, 4, 1, 2, 2, 4] + idx=64: 59 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4] + idx=65: 208 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 4, 4, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 2, 2, 1, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 5, 5, 5, 5, 4, 4, 4, 4, 4, 4, 4, 4, 5, 5, 5, 4, 5, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 1, 2, 1, 2, 4, 3, 1, 2] + idx=66: 21 records, levels=[1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 3, 3, 3, 1] + idx=67: 68 records, levels=[0, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=68: 483 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 2, 2, 4, 4, 4, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 4, 4, 2, 2, 2, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 2, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 1, 1, 1, 1, 1, 1, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 1, 2, 4, 1, 1, 2, 4, 1, 2, 4, 5, 5, 1, 2, 1, 2, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 2, 2, 4, 5, 1, 2, 5, 5, 5, 2, 2, 1, 2, 1, 2, 2, 4, 3, 2, 2, 1, 2, 1, 2, 2, 4, 5, 4, 4, 4, 1, 2, 2, 1, 2, 1, 2, 1, 2, 1, 2, 1, 2, 1, 2, 1, 2, 1, 2] + idx=69: 9 records, levels=[1, 1, 1, 1, 1, 1, 0, 1, 3] + idx=70: 10 records, levels=[1, 1, 1, 1, 1, 0, 1, 1, 1, 1] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=71 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=71. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 72 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 72` parses idxs 0..71 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=71.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=71" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 71' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=71 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 71 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=71 and EXIT. + DO NOT continue with idx=71+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=71, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=71+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/level_freeze/turns/prompt_idx72_20260510T074233.md b/data/auto_parse/level_freeze/turns/prompt_idx72_20260510T074233.md new file mode 100644 index 0000000..32ad478 --- /dev/null +++ b/data/auto_parse/level_freeze/turns/prompt_idx72_20260510T074233.md @@ -0,0 +1,406 @@ +# clause-extract level-tuning loop — dispatch for idx=72 + +Your job: tune `parse_doc2dict_with_config.py` and/or +`src/clause_extract/agreement_config.py` so the parser produces +RUBRIC-COMPLIANT output for idx=72 without regressing +already-frozen idxs. + +Each dispatch handles **EXACTLY ONE idx**. After one successful +freeze + advance for idx=72, **STOP and EXIT** — the driver +will spawn a fresh dispatch for the next idx. Do NOT continue editing, +running parser, freezing, or advancing for any later idx in this +session. ONE ADVANCE PER DISPATCH. + +The driver gives you up to 3 dispatches per idx if a dispatch fails +(no advance). Failure history is shown below if any. + +## Source of truth (canonical) + +The level rubric, the scope rule, and the worked examples are the +single source of truth for what a "correct" parse looks like: + + - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, + subdocument level penalty. + - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer + classification using signature-block + real-subdoc detection. + - `task_rules/examples_main_agreement.md` — flat agreement worked. + - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. + - `task_rules/freeze_command.md` — what the freeze validator checks. + +READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. + +The corpus's source-of-truth dump is at +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + +raw HTML per idx. Use it to verify your parse's reconstruction. + +## Level rubric (one-screen summary — full version in level_rubric.md) + +Levels are 0-indexed depths in the agreement's structural hierarchy: + + - L0 = the agreement itself (EXACTLY one record per idx: title + + preamble paragraph). + - L1 = top-level headings + recitals: party metadata, WITNESSETH / + WHEREAS, signature block, real-subdoc HEADERS. + - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - L3 = lettered subsections ("(a)", "(b)"). + - L4 = sub-sub items ("(i)", "(A)", "(1)"). + - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + nesting (each subdoc adds +1 penalty to descendants). + +The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class +section per idx) is `is_envelope=true`, kept in parquet, dropped from +JSONL — already implemented; do not touch. + +## Scope rule (one-screen summary — full version in scope_rule.md) + +A section is OUT OF SCOPE for JSONL emission if BOTH: + + 1. It appears AFTER the main agreement's SIGNATURE BLOCK, AND + 2. It is NOT a descendant of a REAL SUBDOCUMENT. + +Detection (STRUCTURAL only — NEVER phrase-matched): + + - SIGNATURE BLOCK = the cluster ending at the LAST section whose + direct text contains a `/s/` + whitespace + word-chars signature + line, extending through following same-depth `By:` / `Name:` / + `Title:` / `Address:` / second-signatory records. + - REAL SUBDOCUMENT = section with cls in + "exhibit"/"schedule"/"appendix"/"annex", `is_envelope=false`, AND + title with descriptive text after the bare identifier (an em-dash, + en-dash, hyphen, or colon followed by ≥ 1 descriptive word). + +Out-of-scope sections get tagged `scope="trailer"` in the parquet. +In-scope sections get `scope="agreement"`. ONLY `scope="agreement"` +records emit to JSONL. + +A press release attached as `EXHIBIT B — FORM OF JOINT PRESS RELEASE` +is a REAL subdoc → stays. A bare post-signature press-release block +with no exhibit/schedule header is a TRAILER → dropped. + +## Current state + + current_idx = 72 + frozen = [0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63, 64, 65, 66, 67, 68, 69, 70, 71] + +### Source-of-truth excerpt for idx=72 + +``` + + Confidential STOCK AGREEMENT This Stock Agreement (the “Agreement”), dated as of April 13, 2017, confirms our understanding with respect to the issuance of Common Stock of Liberated Syndication Inc. (the “Company”) to Christopher Spencer (the “employee”) with respect to the matters set forth herein. The Board of directors has awarded 1,500,000 shares of the Company’s common stock (the “stock”), subject to certain milestones and forfeiture clauses, to the employee.  In an effort to incentivize the employee, the Board of Directors has set forth the follow milestones and forfeiture clauses for these shares of stock. 1.     $25 Million Market Cap When the company obtains a $25Million average market cap for any 5 consecutive days, the employee will retain 25% of the stock (375,000 shares).  If not obtained within 12 months of the date of this agreement, 25% of the stock will be forfeited by the employee. 2.    $50 Million Market Cap When the company obtains a $50Million average market cap for any 5 consecutive days, the employee will retain 25% of the stock (375,000 shares).  If not obtained within 18 months of the date of this agreement, 25% of the stock will be forfeited by the employee. 3.    $75 Million Market Cap When the company obtains a $75Million average market cap for any 5 consecutive days, the employee will retain 25% of the stock (375,000 shares).  If not obtained within 24 months of the date of this agreement, 25% of the stock will be forfeited by the employee.   4.    Up-list to NASDAQ The date the Company up-lists to NASDAQ, the employee will retain 25% of the stock (375,000 shares).  If not obtained within 24 months of the date of this agreement, 25% of the stock will be forfeited by the employee. ACCEPTED AND AGREED TO: Christopher Spencer By: /s/ Christopher Spencer Name: Christopher Spencer Liberated Syndication Inc. By:  /s/ John G. Smith Name:  John G. Smith Title:  Board Member and Chair of Compensation Committee + + +``` + +### Current parser output for idx=72 + +``` +(no parser output yet for idx=72 — run the parser first) +``` + +### Frozen baselines (must not regress) + + idx=0: 66 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1] + idx=1: 304 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 2, 2, 2, 4, 4, 2, 2, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 4, 4, 3, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 3, 3, 2, 2, 2, 2, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=2: 143 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 2, 2, 2, 3, 2, 3, 4, 3, 4] + idx=3: 103 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 2, 4, 1, 1] + idx=4: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=5: 267 records, levels=[0, 1, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 2, 3, 3, 4, 4, 3, 4, 4, 4, 4, 3, 3, 3, 4, 3, 4, 3, 4, 2, 3, 4, 3, 4, 3, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 3, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 3] + idx=6: 50 records, levels=[0, 1, 2, 2, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 2, 3, 3, 3, 3, 3, 2, 2, 2] + idx=7: 12 records, levels=[1, 0, 1, 1, 1, 1, 1, 4, 4, 4, 2, 1] + idx=8: 23 records, levels=[1, 0, 1, 1, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=9: 17 records, levels=[1, 0, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=10: 7 records, levels=[1, 1, 0, 1, 4, 4, 2] + idx=11: 30 records, levels=[0, 1, 1, 3, 3, 3, 3, 3, 3, 2, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3] + idx=12: 285 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 2, 3, 3, 2, 3, 3, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 2, 2, 3, 4, 3, 3, 4, 4, 3, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 2, 3, 2, 3, 3, 3, 3, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3] + idx=13: 54 records, levels=[0, 1, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 1, 2, 2, 3, 1, 1, 2, 2, 1, 2, 5, 5, 1, 1] + idx=14: 330 records, levels=[0, 1, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 5, 5, 5, 5, 5, 5, 5, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 1, 1, 1, 1, 1, 1, 2, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 2, 4, 2, 4, 1, 1, 2, 4, 2, 4, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 2, 1, 2, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 3, 4, 4, 4, 3, 4, 3, 3, 4, 3, 3, 3, 4, 3, 4, 4, 3, 4, 3, 4, 3, 3, 3, 3, 4, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 1, 2, 2, 2, 1, 3, 3, 3, 4, 1, 3, 4, 4, 3, 3, 3, 3, 1, 3, 3, 3, 3, 3, 3, 1, 3, 3, 3, 1, 1, 1, 1, 1, 3, 3, 3, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 4, 1, 3, 4, 4, 4, 3, 1, 1, 1, 4, 4, 1, 4, 4, 4, 4, 4, 4, 1, 4, 1, 4, 4, 4, 1, 4, 1, 4, 4, 1, 1, 1, 1, 1, 1, 1, 1, 1, 4, 4, 4, 4, 4, 4, 4, 1, 4, 4, 4, 4, 1, 1, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4] + idx=15: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=16: 4 records, levels=[0, 1, 1, 1] + idx=17: 54 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=18: 22 records, levels=[1, 0, 1, 1, 2, 2, 2, 2, 2, 1, 3, 3, 3, 3, 3, 1, 1, 1, 1, 1, 1, 1] + idx=19: 68 records, levels=[1, 0, 1, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 3, 2, 4, 1, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 1, 1, 1, 1, 1, 1] + idx=20: 28 records, levels=[1, 0, 2, 3, 4, 4, 4, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 1, 1] + idx=21: 2 records, levels=[0, 1] + idx=22: 13 records, levels=[1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=23: 24 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=24: 12 records, levels=[1, 0, 1, 1, 1, 2, 2, 2, 1, 1, 1, 1] + idx=25: 17 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 2, 2, 2, 1] + idx=26: 65 records, levels=[1, 0, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 4, 4, 3, 3, 3, 4, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 2, 3, 3, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 2, 1, 1, 1, 1, 1, 1, 1, 1, 1] + idx=27: 26 records, levels=[0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 3, 3, 2, 3, 3, 3, 3, 2, 2, 2] + idx=28: 15 records, levels=[1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 2] + idx=29: 21 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=30: 2 records, levels=[0, 1] + idx=31: 16 records, levels=[0, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1] + idx=32: 14 records, levels=[0, 1, 1, 4, 4, 4, 4, 4, 4, 1, 1, 1, 1, 1] + idx=33: 22 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=34: 55 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=35: 37 records, levels=[0, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 3, 3, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 2, 3, 3, 3] + idx=36: 72 records, levels=[0, 1, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 1, 2, 2, 1, 2, 1, 2, 2, 2, 2, 2, 1, 1, 1, 1, 1, 2, 2, 1, 2, 2, 2, 3, 3, 2, 2, 1, 2, 2, 2, 2, 1, 2, 1, 1, 1, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=37: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=38: 23 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=39: 71 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 2, 4, 4, 1] + idx=40: 13 records, levels=[1, 1, 0, 1, 1, 4, 4, 4, 2, 1, 1, 1, 1] + idx=41: 6 records, levels=[0, 1, 1, 1, 1, 1] + idx=42: 4 records, levels=[0, 1, 4, 4] + idx=43: 226 records, levels=[1, 0, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 2, 4, 4, 4, 4, 2, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 4, 4, 4, 2, 4, 4, 2, 2, 2, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 2, 4, 4, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 1, 1] + idx=44: 11 records, levels=[1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1] + idx=45: 13 records, levels=[0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 1, 1, 1] + idx=46: 40 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3] + idx=47: 227 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 2, 2, 4, 4, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 4, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 2, 1, 4, 4, 4, 4, 2, 2, 2, 1, 2, 4, 5, 1, 2, 4, 1, 2, 4, 1, 2, 2, 4] + idx=48: 6 records, levels=[1, 1, 0, 1, 1, 2] + idx=49: 6 records, levels=[1, 0, 1, 1, 1, 1] + idx=50: 106 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 2, 3, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 2, 2, 3, 3, 4, 2, 4, 4, 3, 3, 4, 2, 2, 2, 2, 3, 2, 2, 2, 3, 2, 3, 2, 3, 2, 2, 2, 2, 3, 2, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 4, 4, 4, 4, 2, 2, 2, 3, 2, 2, 2, 3, 2, 2, 2, 3, 1, 1, 1, 1, 1, 1, 1] + idx=51: 19 records, levels=[1, 0, 1, 1, 1, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=52: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=53: 131 records, levels=[0, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 2, 4, 2, 3, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 4, 4, 3, 3, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 3, 3, 3, 3, 2, 3, 3, 3, 2, 3, 3, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 3, 3, 3, 4, 3, 3, 4] + idx=54: 7 records, levels=[1, 0, 1, 1, 1, 1, 3] + idx=55: 75 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4, 3, 2, 2, 2, 4, 5, 5, 5, 5, 5, 4, 4, 4, 5] + idx=56: 31 records, levels=[1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 1, 2, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1] + idx=57: 7 records, levels=[0, 1, 1, 1, 1, 2, 1] + idx=58: 7 records, levels=[1, 1, 0, 1, 1, 1, 1] + idx=59: 25 records, levels=[1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=60: 85 records, levels=[0, 1, 1, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 2, 3, 3, 3, 2, 2, 2, 3, 3, 2, 3, 4, 4, 4, 4, 3, 3, 4, 4, 4, 3, 3, 3, 4, 4, 4, 3, 2, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 2, 3, 3, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 1, 1, 1] + idx=61: 128 records, levels=[1, 1, 1, 1, 1, 1, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 3, 3, 4, 2, 0, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 2, 1, 4, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 4, 4, 4, 4, 4, 4, 2, 2, 2, 2, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 2] + idx=62: 59 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4] + idx=63: 193 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 4, 4, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 4, 4, 4, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 2, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 2, 2, 1, 2, 1, 2, 1, 2, 4, 4, 4, 4, 4, 5, 4, 1, 2, 2, 4] + idx=64: 59 records, levels=[1, 1, 1, 1, 2, 2, 2, 0, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 3, 4, 4, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 5, 4, 3, 4, 4, 4] + idx=65: 208 records, levels=[1, 1, 1, 1, 1, 1, 1, 1, 0, 1, 1, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 2, 2, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 4, 4, 3, 3, 2, 2, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 3, 2, 2, 3, 3, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 4, 4, 3, 2, 2, 2, 2, 3, 3, 3, 2, 2, 3, 4, 4, 3, 3, 2, 2, 1, 2, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 5, 5, 5, 5, 4, 4, 4, 4, 4, 4, 4, 4, 5, 5, 5, 4, 5, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 1, 2, 1, 2, 4, 3, 1, 2] + idx=66: 21 records, levels=[1, 1, 1, 1, 0, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 1, 3, 3, 3, 1] + idx=67: 68 records, levels=[0, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 2, 2, 2, 2, 2, 2, 2, 2, 2, 2] + idx=68: 483 records, levels=[0, 1, 1, 1, 1, 1, 1, 1, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 2, 2, 4, 4, 4, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 4, 3, 3, 3, 4, 4, 4, 4, 4, 3, 4, 4, 3, 4, 4, 4, 3, 3, 4, 4, 4, 4, 4, 4, 3, 3, 3, 3, 3, 3, 4, 3, 4, 4, 2, 2, 2, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 3, 3, 2, 2, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 3, 3, 4, 3, 3, 3, 3, 3, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 2, 2, 3, 3, 3, 3, 2, 2, 2, 3, 3, 3, 3, 4, 4, 4, 2, 1, 1, 1, 1, 1, 1, 3, 4, 4, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 4, 3, 4, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 1, 2, 4, 1, 1, 2, 4, 1, 2, 4, 5, 5, 1, 2, 1, 2, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 2, 2, 4, 5, 1, 2, 5, 5, 5, 2, 2, 1, 2, 1, 2, 2, 4, 3, 2, 2, 1, 2, 1, 2, 2, 4, 5, 4, 4, 4, 1, 2, 2, 1, 2, 1, 2, 1, 2, 1, 2, 1, 2, 1, 2, 1, 2, 1, 2] + idx=69: 9 records, levels=[1, 1, 1, 1, 1, 1, 0, 1, 3] + idx=70: 10 records, levels=[1, 1, 1, 1, 1, 0, 1, 1, 1, 1] + idx=71: 32 records, levels=[0, 1, 1, 1, 2, 1, 2, 2, 2, 2, 3, 4, 3, 4, 3, 3, 3, 4, 3, 4, 3, 4, 3, 4, 3, 4, 3, 4, 3, 4, 3, 4] + +## What is FORBIDDEN — automatic freeze rejection + +`freeze.py` scans your parser source code for these shapes BEFORE +accepting a baseline. Any hit = freeze refused, attempt wasted. + + 1. **Named blocklist constants** — any module-level constant + whose name resembles `*_BOILERPLATE`, `*_TRAILER_PATTERNS`, + `*_BLOCKLIST`, `*_BAD_PHRASES`, `*_FILTER_PHRASES`, etc. + Storing trailer phrases in a renamed list does not help; the + detector is name-aware. + + 2. **Trailer keywords inside ANY string literal**, including + plain `"..."`, raw `r"..."`, triple-quoted `"""..."""`, + f-strings, regex pattern strings inside `re.compile(...)`. + The detector decodes every string literal in the parser source + and flags any whose content contains a trailer KEYWORD PAIR: + - press AND release + - forward AND looking + - (media|investor|press|analyst) AND contact + - about AND (momenta|csl|company|pharmaceuticals) + - conference AND call + - confidential AND treatment + - investor AND relations + + This means you CANNOT bury trailer-content matching inside a + regex like `r"(?:MEDIA|INVESTOR|PRESS|ANALYST)\s*CONTACT[:\s]"` + — both "MEDIA" and "CONTACT" appear in that string, so the pair + check fires. + + 3. **Level capping arithmetic**, e.g. `level = min(level, 7)`, + `if level > 5: level = 5`, etc. Never clamp levels to satisfy + the rubric ceiling — the actual content must be filtered. + +These bans apply regardless of how cleverly you embed them. + +## What IS ALLOWED — and what you SHOULD use + +Phrase-matching IS allowed for STRUCTURAL features only: + + - Numbered/lettered/roman headers ("1.", "(a)", "(i)", "ARTICLE I"). + - Section / Subsection / Article / Schedule / Exhibit / Appendix / + Annex headers — these are STRUCTURAL keywords and EXPECTED in + the parser's level patterns. + - Signature-line detection (`/s/...`). + - Party-block patterns (`By:`, `Name:`, `Title:`, `Address:`). + +Phrase-matching is NOT allowed for content classification: + + - Trailer / press-release / boilerplate / contact-block detection. + - "Find this content and drop it" rules. + +For trailer filtering, use the STRUCTURAL scope rule above. The +parser already has all the metadata you need: + - Each section has `cls` (introduction / exhibit / schedule / + appendix / annex / predicted header / promoted text leaf). + - Each section has `is_envelope` (already set; the SEC envelope + is the first exhibit-class section per idx). + - You can compute SIGNATURE-BLOCK position by walking the section + list and finding the last section whose body text matches the + signature line pattern. + - You can compute REAL-SUBDOC ANCESTRY by tracking which sections + are descendants of a section whose `cls` is exhibit/schedule/ + appendix/annex AND whose `title` has descriptive text. + +Once you have those, set `scope="agreement"` or `scope="trailer"` +on each section in `walk_sections`, and skip `scope=="trailer"` +sections in the JSONL writer. The parquet keeps every section. + +## Edit guidance for THIS dispatch + +The loop is INCREMENTAL — keep changes targeted: + +- For idx=0 (already frozen) you must not regress. Run regress.py + AFTER your edit, BEFORE freeze, to catch breakage early. +- Anchor STRUCTURAL regex patterns (`^...$`) so they fire only on + legitimate header positions. This is for level/title detection + ONLY — never for trailer filtering. +- Edit ONE thing at a time. If you add the scope rule and it breaks + idx=0, your scope-rule code is too aggressive — narrow it. +- The current parser output above is what you start from. Read the + level distribution and the offending records FIRST, then decide. + +## Critical workflow rule: re-run the parser after EVERY edit + +`regress.py` and `freeze.py` both read the canonical jsonl on disk +at `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. That file +is **only refreshed when you run the parser**. If you edit the parser +source and skip the parser run, regress.py will compare frozen +baselines against the OLD jsonl from the previous parser run — giving +phantom regressions that have nothing to do with your latest edit. + +**The single most common dispatch failure is reading stale jsonl after +multiple edits.** It looks like this: + +``` +1. Edit parser (attempt 1) +2. Run parser ← jsonl refreshed +3. Run regress ← REGRESSION (real) +4. Edit parser (attempt 2) +5. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) +6. Edit parser (attempt 3) +7. Run regress ← REGRESSION (FALSE — still reading attempt-1 jsonl) + ... agent gets stuck thinking the rule is fundamentally wrong +``` + +**Rule: every edit to `parse_doc2dict_with_config.py` or +`agreement_config.py` MUST be followed by a parser run BEFORE any +inspection of the jsonl, regress.py invocation, or freeze attempt.** +The mtime check in step 4 below is the canonical guard — if the jsonl +mtime is older than your most recent parser-source mtime, the jsonl +is stale and any regress signal you read is a phantom. + +## Workflow for THIS dispatch + +1. Read the source-of-truth and the current output above. Decide which + minimal edit to `scripts/parse_doc2dict_with_config.py` + or `src/clause_extract/agreement_config.py` makes the + levels for idx=72 match the rubric. + +2. Make the edit. Keep it minimal — adding/tightening one regex, + reshaping the per-level pattern list. Do NOT refactor unrelated code. + +3. Re-run the parser on idx=72. Run from REPO_ROOT + (/Users/arthrod/temp/T/clause-extract) and pass the ABSOLUTE `--output-dir` so the canonical + jsonl gets updated. `freeze.py` and `regress.py` read from + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`; if the parser + writes elsewhere, the freeze will silently capture stale output. + + cd /Users/arthrod/temp/T/clause-extract && \ + uv run scripts/parse_doc2dict_with_config.py \ + --limit 73 \ + --output-dir /Users/arthrod/temp/T/clause-extract/data/auto_parse \ + --no-truncate + + `--limit 73` parses idxs 0..72 inclusive. `--no-truncate` + keeps full spans so the freeze captures real text. + +4. **Sanity check the parser ran AND emitted records for idx=72.** + Two failure modes to catch here: + (a) the parser run was skipped or wrote to the wrong directory, so + the canonical jsonl is stale relative to your parser source; + (b) the parser ran but your edit silently dropped the target idx + from the output, so the freeze would say "no records for + idx=72" and burn an attempt. + + Verify both: + + # The canonical jsonl must be NEWER than the parser source — + # otherwise it reflects a previous parser version and any regress + # signal will be a phantom. + stat -f "%m %N" /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl scripts/parse_doc2dict_with_config.py src/clause_extract/agreement_config.py | sort + # The jsonl line should be LAST (largest mtime). If a source file + # has a newer mtime, you must re-run the parser before continuing. + + grep -c '"idx": 72' /Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl + # count must be > 0; if 0, your edit broke parsing for this idx — + # revert and try a smaller change. + +5. **Run the regression check** before freezing: + + uv run scripts/level_loop/regress.py + + If this fails, your edit broke a previously frozen idx. Loop back to + step 2 with a SMALLER, MORE TARGETED change. Do not proceed to + freeze with a regressed parser — that just wastes attempts. + +6. Inspect the output for idx=72 in + `/Users/arthrod/temp/T/clause-extract/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. Verify the + levels match the rubric: exactly one level-0, no levels > 7 unless + the document has 3+ subdocs, no SEC-filing boilerplate captured. + +7. If correct, freeze: + + uv run scripts/level_loop/freeze.py 72 + + freeze.py validates the records AND scans the parser source. It + refuses on ANY of: + - rubric violations (0 or >1 level-0 records, max level > 7, + first record = SEC envelope marker, filing-trailer pattern + found in any span); + - monkey-patch hits in parser source (named blocklist constants, + trailer keyword pairs in any string literal, level-capping + arithmetic). + + If freeze rejects, READ THE DIAGNOSTIC, fix the parser source + accordingly (do NOT add new monkey-patches; remove the offending + shape), re-run the parser, and try freeze again WITHIN this + dispatch. Do NOT pass --force. + +8. Advance to the next idx — EXACTLY ONCE: + + uv run scripts/level_loop/advance.py + + `advance.py` runs regress.py as a gate; it refuses if any frozen + idx fails. Do not call advance with --skip-regress. + +9. **STOP IMMEDIATELY AFTER ONE SUCCESSFUL ADVANCE.** Print a single + one-line summary of what changed for idx=72 and EXIT. + DO NOT continue with idx=72+1. The driver dispatches a + fresh opencode session for each idx; your job is exactly ONE idx. + +## Hard rules + +- Edit only `parse_doc2dict_with_config.py` and/or + `src/clause_extract/agreement_config.py`. +- Never edit files under `data/auto_parse/level_freeze/frozen/` by + hand. +- Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. +- If you cannot make the rubric pass without breaking a frozen idx, + STOP, print one line of WHY, and exit. The driver will retry with + a fresh dispatch (with your failure recorded in attempt history). +- DO NOT use phrase blocklists, trailer-keyword regexes, or level + capping. Use the structural scope rule. +- **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for + idx=72, EXIT. Do NOT loop into another idx. The driver + is responsible for the next idx; the agent's scope is exactly one. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx=72+1 after a successful advance, you are + DONE — stop now. diff --git a/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl b/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl index a4488a7..28f7161 100644 --- a/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl +++ b/data/auto_parse/parse_doc2dict_with_config_nodes.jsonl @@ -2261,3 +2261,2644 @@ {"idx": 34, "level": 3, "span": "(c) Notwithstanding anything to the contrary, before causing Rosehill LLC or any of its Subsidiaries that are treated as a partnership or\ndisregarded entity for U.S. federal income tax purposes to dispose of twenty-five percent (25%) or more of the Reference Assets in a single transaction, the Corporate Taxpayer shall provide written notice of the proposed disposition to the\nAgent, and each TRA Holder may, within ten (10) calendar days after the receipt of such notice by the Agent, exercise its Exchange Right with respect to all of its remaining Units; provided, that the period of time that each TRA Holder\nhas to exercise its Exchange Right pursuant to the foregoing clause shall be extended to the extent the Corporate Taxpayer reasonably determines is necessary for, and the Corporate Taxpayer and such TRA Holder shall take any action reasonably\nnecessary to cause, such exercise of such TRA Holder’s Exchange Right and any subsequent sale of the Corporate Taxpayer’s common stock resulting therefrom to be in compliance with applicable securities law. If any TRA Holder exercises its\nExchange Right during such period, the Corporate Taxpayer shall not cause Rosehill LLC or any such Subsidiary to dispose of the Reference Assets before the Exchange is consummated pursuant to the Rosehill LLC Agreement and the foregoing sentence.\nFor the avoidance of uncertainty, the rights set forth in this Section 7.12(c) shall cease to be available to any TRA Holder that no longer holds any Units."} {"idx": 34, "level": 3, "span": "(a) The Agent, the TRA Holder and each of the TRA Holder’s assignees acknowledges and agrees that the information of the Corporate\nTaxpayer is confidential and, except in the course of performing any duties as necessary for the Corporate Taxpayer and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, such person shall keep and retain\nin the strictest confidence and not disclose to any Person any confidential matters, acquired pursuant to this Agreement, of the Corporate Taxpayer and its Affiliates and successors, concerning Rosehill LLC and its Affiliates and successors or the\nTRA Holders, learned by the Agent or any TRA Holder heretofore or hereafter. This Section 7.13 shall not apply to (i) any information that has been made publicly available by the Corporate Taxpayer or any of its Affiliates, becomes\npublic knowledge (except as a result of an act of an Agent or a TRA Holder in violation of this Agreement) or is generally known to the business community and (ii) the disclosure of information (A) as may be proper in the course of"} {"idx": 34, "level": 3, "span": "(b) If an Agent or an assignee or a TRA Holder or an assignee commits a breach, or threatens to commit a breach, of\nany of the provisions of this Section 7.13, the Corporate Taxpayer shall have the right and remedy to have the provisions of this Section 7.13 specifically enforced by injunctive relief or otherwise by any court of competent\njurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Corporate Taxpayer or any of its Subsidiaries or the TRA Holders and\nthe accounts and funds managed by the Corporate Taxpayer and that money damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available\nat law or in equity."} +{"idx": 35, "level": 0, "span": "2.    Effective Date: Term of Employment\nThis Agreement shall commence and be effective as of the Effective Date and shall remain in effect, unless earlier terminated in accordance with the terms of this Agreement, through the first anniversary of the Effective Date (the “First Anniversary”). Thereafter, this Agreement shall automatically renew for one (1) year periods (each additional annual period referred to as a “Renewal Term”) unless this Agreement is terminated in accordance with the terms of this Agreement. For purposes of this Agreement, “Term of Employment” shall mean the period commencing on the Effective Date and ending on the date this Agreement is terminated in accordance with Section 9(e) of this Agreement or the date Executive’s employment and/or this Agreement is otherwise terminated. If for any reason Executive is not employed by the Company on the Effective Date, this Agreement shall be null and void and of no force and effect."} +{"idx": 35, "level": 2, "span": "3.    Performance of Duties; Best Efforts\nDuring the term of this Agreement, Executive shall devote his full working time and attention to the business and affairs of Mylan"} +{"idx": 35, "level": 2, "span": "4.    Executive’s Compensation\nExecutive’s compensation shall be the following:"} +{"idx": 35, "level": 3, "span": "(a)    Annual Base Salary\nExecutive’s annual base salary (the “Annual Base Salary”) shall be Eight-Hundred Thousand Dollars ($800,000), payable in accordance with the Company’s normal payroll practices. The Annual Base Salary may be increased from time to time at the discretion of the Compensation Committee (the “Committee”) of the Board of Directors of Mylan N.V. (the “Board”), or any other committee or individual authorized by the Board."} +{"idx": 35, "level": 3, "span": "(b)    Annual Bonus\nExecutive shall be eligible to participate in the Company’s annual discretionary executive incentive or bonus plan as in effect from time to time, with the opportunity to receive an annual award in respect of each fiscal year of the Company ending during the Term of Employment in accordance with the terms and conditions of such plan and subject to Executive’s continued employment with the Company through the date such award is paid, with a target bonus opportunity equal to 115% of Annual Base Salary. Any such discretionary bonus shall be paid no later than March 15th of the year following the fiscal year to which the annual award relates. Subject to the discretion of the Committee or the Board (or their appropriate delegates), Executive shall be eligible to receive a full annual award, without proration, in respect of fiscal year 2017."} +{"idx": 35, "level": 3, "span": "(c)    Equity Awards\nOn the date of the first regularly scheduled meeting of the Committee or the Board following the Effective Date, in accordance with applicable law, Executive will be granted an equity award with a grant date target value equal to 400% of Annual Base Salary (the “Initial Annual Equity Award”). The Initial Annual Equity Award shall be comprised of a mix of awards consistent with the awards granted to the executive officers of Mylan N.V. in 2017, with terms determined in the sole discretion of the Committee or the Board, and with the grant date, grant date price and, if applicable, exercise price, determined by the Committee or the Board, and otherwise subject to the terms and conditions of Mylan’s Amended and Restated 2003 Long-Term Incentive Plan. Executive shall be eligible to receive future annual equity grants with a grant date target value equal to 400% of Annual Base Salary, subject to the sole discretion of the Committee and the Board and subject to such other terms and conditions as they may determine."} +{"idx": 35, "level": 3, "span": "(d)    Sign On Bonus and Awards."} +{"idx": 35, "level": 4, "span": "(i)    As soon as practicable following the Effective Date (but in no event later than ten (10) business days following the Effective Date), Executive shall receive a lump sum cash payment in the amount of three hundred and fifty thousand dollars ($350,000), reduced by any taxes and deductions required by law; provided, however, that if Executive’s employment with the Company is terminated prior to the First Anniversary, unless such termination is by the Company without Cause (as defined herein) or by Executive for Good Reason (as defined"} +{"idx": 35, "level": 4, "span": "(ii)    On the date of the first regularly scheduled meeting of the Committee or the Board following the Effective Date, in accordance with applicable law, Executive will be granted:"} +{"idx": 35, "level": 4, "span": "(iii)    Fringe Benefits and Expense Reimbursement\nExecutive shall receive benefits and perquisites of employment similar to those as have been customarily provided to the Company’s other officers, including but not limited to, health insurance coverage, short-term disability benefits, and twenty-five (25) vacation days (pro-rated for 2017), in each case in accordance with the plan documents or policies that govern such benefits. Without limiting the foregoing, Executive shall receive an auto allowance in the gross amount of $1,600 per month. The Company shall reimburse Executive for all ordinary and necessary business expenses in accordance with established Company policy and procedures."} +{"idx": 35, "level": 2, "span": "5.    Confidentiality\nExecutive expressly acknowledges and agrees that, by reason of Executive’s position and employment with the Company, Executive may have a heightened level of access to the directors and senior executive officers (“Covered Persons”) of Mylan and its affiliate companies and parents and subsidiaries (collectively, the “Mylan Companies”), and that Executive consequently may have a heightened level of access to and/or knowledge of highly confidential, proprietary, and non-public discussions, information, assessments and evaluations, strategies, and/or materials (hereafter “Covered Information”), the disclosure of which will or may injure the Mylan Companies and/or their shareholders. Executive further acknowledges and agrees that the business interests of the Mylan Companies require a highly confidential relationship between the Company and Executive and the fullest protection and confidential treatment by Executive of the Mylan Companies’ non-public: financial data and information; customer strategies, plans, and information; supplier strategies, plans, and information; market strategies, plans, and information; marketing and/or promotional techniques, strategies, plans, policies, and methods; pricing strategies, plans, and information; purchasing strategies, plans, and information; supply chain strategies, plans, and information; sales strategies, plans, techniques,"} +{"idx": 35, "level": 3, "span": "(a)    Executive will not, directly or indirectly, use or disclose any Confidential Information to anyone outside the Mylan Companies;"} +{"idx": 35, "level": 3, "span": "(b)    Executive will not make copies of or otherwise disclose the contents of documents containing or constituting Confidential Information;"} +{"idx": 35, "level": 3, "span": "(c)    As to documents which are delivered to Executive or which are made available to or obtained by him as a part of the working relationships and duties of Executive within the business of the Mylan Companies, Executive will treat such documents confidentially and will treat such documents as proprietary and confidential, not to be reproduced, disclosed or used without appropriate authority of the Company;"} +{"idx": 35, "level": 3, "span": "(d)    Executive will not advise others that the information and/or know how included in Confidential Information is known to or used by the Mylan Companies; and"} +{"idx": 35, "level": 3, "span": "(e)    Executive will not in any manner disclose or use Confidential Information for Executive’s own or any third party’s account and will not aid, assist or abet others in the use of Confidential Information for their account or benefit, or for the account or benefit of any person or entity other than the Company."} +{"idx": 35, "level": 2, "span": "6.    Non-Competition and Non-Solicitation\nExecutive agrees that during the Term of Employment and for a period ending one (1) year after termination of Executive’s employment with the Company for any reason, or longer as provided in Section 8 of this Agreement, and notwithstanding termination or expiration of this Agreement:"} +{"idx": 35, "level": 3, "span": "(a)    Except for the practice of law, Executive shall not, directly or indirectly, whether for himself or for any other person, company, corporation or other entity, be or become employed or associated in any way (including but not limited to the association set forth in (i)-(vii) of this subsection) with any business or organization which is directly or indirectly engaged in the research, development, manufacture, production, marketing, promotion or sale of any product the same as or similar to those of the Mylan Companies, or which competes or intends to compete in any line of business with the Mylan Companies\nNotwithstanding the foregoing, Executive may during the period in which this paragraph is in effect own stock or other interests in corporations or other entities that engage in businesses the same or substantially similar to those engaged in by the Mylan Companies, provided that Executive does not, directly or indirectly (including without limitation as the result of ownership or control of another corporation or other entity), individually or as part of a group (as that term is defined in Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”)) (i) control or have the ability to control the corporation or other entity, (ii) provide to the corporation or entity, whether as an Executive, consultant or otherwise, advice or consultation, (iii) provide to the corporation or entity any confidential or proprietary information regarding the Mylan Companies or its businesses or regarding the conduct of businesses similar to those of the Mylan Companies, (iv) hold or have the right by contract or arrangement or understanding with other parties to hold a position on the board of directors or other governing body of the corporation or entity or have the right by contract or arrangement or understanding with other parties to elect one or more persons to any such position, (v) hold a position as an officer of the corporation or entity, (vi) have the purpose to change or influence the control of the corporation or entity (other than solely by the voting of his shares or ownership interest) or (vii) have a business or other relationship, by contract or otherwise, with the corporation or entity other than as a passive investor in it; provided, however, that Executive may vote his shares or ownership interest in such manner as he chooses provided that such action does not otherwise violate the prohibitions set forth in this sentence."} +{"idx": 35, "level": 3, "span": "(b)    Executive will not, either directly or indirectly, either for himself or for any other person, partnership, firm, company, corporation or other entity, contact, solicit, divert, or take away any of the customers or suppliers of the Mylan Companies."} +{"idx": 35, "level": 3, "span": "(c)    Executive will not solicit, entice or otherwise induce any employee of the Mylan Companies to leave the employ of the Mylan Companies for any reason whatsoever; nor will Executive directly or indirectly aid, assist or abet any other person or entity in soliciting or hiring any employee of the Mylan Companies, nor will Executive otherwise interfere with any contractual or other business relationships between the Mylan Companies and its employees."} +{"idx": 35, "level": 2, "span": "7.    Severability\nIn the event that any section, subsection, or provision hereof or of any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or an arbitrator validly selected pursuant to Section 18 of this Agreement to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said section, subsection, or provision. It is the intent of the parties that each section, subsection, and provision of this Agreement be a separate and distinct promise and that unenforceability of any one section, subsection, or provision shall have no effect on the enforceability of another. Although the parties mutually agree that the post-employment covenants in Sections 5 and 6 of this Agreement are reasonable, necessary, and drawn narrowly to protect the Mylan Companies’ legitimate interests, if a court of competent jurisdiction or an arbitrator validly selected pursuant to Section 18 of this Agreement nevertheless finds that such covenants are in whole or in part unreasonable or overly broad, the parties agree that such court or arbitrator shall have the power to equitably reform such covenants in order to narrow the scope, including without limitation, the duration, of such restriction as may be deemed necessary to protect the Mylan Companies’ interests to the maximum extent deemed allowable by law. Notwithstanding the foregoing, in the event that the entirety of Section 6(a) is declared by a court of competent jurisdiction or arbitrator validly selected pursuant to Section 18 of this Agreement to be illegal, unenforceable, or void, the Company shall be relieved of any obligations to provide post-employment payments and benefits to Executive as set forth in Section 9, other than the Accrued Amounts (as defined below)."} +{"idx": 35, "level": 2, "span": "8.    Injunctive Relief\nThe parties agree that in the event of Executive’s violation of Sections 5 and/or 6 of this Agreement or any subsection thereunder, that the damage to the Company will be irreparable and that money damages will be difficult or impossible to ascertain. Accordingly, in addition to whatever other remedies the Company may have at law or in equity, Executive recognizes and agrees that the Company shall be entitled to a temporary restraining order and a temporary and permanent injunction enjoining and prohibiting any acts not permissible pursuant to those sections of this Agreement. Executive agrees that should either party seek to enforce or determine its rights because of an act of Executive which the Company believes to be in contravention of Sections 5 and/or 6 of this Agreement or any subsection thereunder, the duration of the restrictions imposed thereby shall be extended for a time period equal to the period necessary to obtain judicial enforcement of the Company’s rights."} +{"idx": 35, "level": 2, "span": "9.    Termination of Employment"} +{"idx": 35, "level": 3, "span": "(a)    Resignation\n(i) Executive may resign from employment at any time upon 90 days written notice to the Chief Executive Officer. During the 90-day notice period Executive shall continue to perform his duties under this Agreement and shall abide by all other terms and conditions of this Agreement. Additionally, Executive shall use his best efforts to effect a smooth and effective transition to whoever will replace Executive. Mylan reserves the right to accelerate the effective date of Executive’s resignation."} +{"idx": 35, "level": 3, "span": "(b)    Termination for Cause\nIf Mylan determines to terminate Executive’s employment during the term of this Agreement for “Cause” (as defined below) the Company shall have no liability to Executive other than to pay the Accrued Amounts. Executive, however, shall continue to be bound by all provisions of this Agreement that survive termination of employment. For purposes of this Agreement, “Cause” shall mean: (i) Executive’s willful and gross misconduct with respect to the business or affairs of any of the Mylan Companies; (ii) Executive’s insubordination, gross neglect of duties, dishonesty or deliberate disregard of any material rule or policy of any of the Mylan Companies; (iii) Executive’s conviction (including a plea of nolo contendere) for the commission of a crime involving moral turpitude; or (iv) Executive’s conviction (including a plea of nolo contendere) of any felony."} +{"idx": 35, "level": 3, "span": "(c)    Termination Without Cause\nMylan may terminate Executive’s employment at any time without Cause and, provided Executive complies in all respects with his obligations hereunder, Mylan shall pay Executive a lump sum amount equal to his then-current Annual Base Salary, plus a Pro Rata Bonus. Subject to Section 9(j), any such Pro Rata Bonus payment shall be made if and when such bonus payments are made to other executives of the Company for the relevant fiscal year. For 12 months following Executive’s termination of employment, Mylan shall also provide to Executive and/or Executive’s dependents the"} +{"idx": 35, "level": 3, "span": "(d)    Death or Incapacity\nThe employment of Executive shall automatically terminate upon Executive’s death or upon the occurrence of a disability that renders Executive incapable of performing the essential functions of his position within the meaning of the Americans With Disabilities Act of 1990. For all purposes of this Agreement, any such termination shall be treated in the same manner as a termination without Cause, as described in Section 9(c) above, and Executive, or Executive’s estate, as applicable, shall receive all consideration, compensation and benefits that would be due and payable to Executive for a termination without Cause, provided, however, that such consideration, compensation and benefits shall be reduced by any death or disability benefits (as applicable) that Executive or his estate or beneficiaries (as applicable) are entitled to pursuant to plans or arrangements of the Company."} +{"idx": 35, "level": 3, "span": "(e)    Non-Renewal by Company\nIf the Company elects not to renew this Agreement, it may provide notice of nonrenewal no later than 30 days prior to each anniversary of the Effective Date, as applicable, and Executive’s employment shall terminate as of such anniversary, and the Company shall pay Executive a lump sum amount equal the Annual Base Salary, which amount shall be paid within 30 days following Executive’s separation from the Company (subject to Section 9(j) below). For 12 months following a nonrenewal of this Agreement, Mylan shall also provide to Executive and/or Executive’s dependents the Continuation Benefits; provided, however, that Mylan’s obligation to provide the Continuation Benefits shall end at such time as Executive obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party and provided, further, that the parties agree to cooperate such that the Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code. Executive will continue to be bound by all provisions of this Agreement that survive termination of employment."} +{"idx": 35, "level": 3, "span": "(f)    Non-Renewal by Executive\nDuring the period from the date that is 60 days prior to the end of each Renewal Term (which, for the sake of clarity, includes only the second year of this Agreement and annual renewal periods thereafter) through the date that is 30 days prior to the end of the applicable Renewal Term, Executive may provide notice of nonrenewal to the Company, and Company shall pay Executive a lump sum amount equal the Annual Base Salary, which amount shall be paid within 30 days following Executive’s separation from the Company (subject to Section 9(j) below). For 12 months following a nonrenewal of this Agreement, Mylan shall also provide to Executive and/or Executive’s dependents the Continuation Benefits; provided, however, that Mylan’s obligation to provide the Continuation Benefits shall end at such time as Executive obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party and provided, further, that the parties agree to cooperate such that the Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code. Executive will continue to be bound by all provisions of this"} +{"idx": 35, "level": 3, "span": "(g)    Accelerated Vesting of Certain Awards\nIn the event Executive resigns for Good Reason pursuant to Section 9(a), the Company terminates Executive without Cause pursuant to Section 9(c), or Executive’s employment is terminated as a result of non-renewal by the Company pursuant to Section 9(e), in each case prior to the vesting of any portion of the Initial Annual Equity Award or the Sign-On RSUs, then, subject to Section 9(j) below, any portion of the Initial Annual Equity Award or the Sign-On RSUs that are outstanding and remain unvested shall immediately vest as of the date of Executive’s separation from the Company (in the case of any performance-based awards at “target” level performance)."} +{"idx": 35, "level": 3, "span": "(h)    Return of Company Property\nUpon the termination of Executive’s employment for any reason, Executive shall immediately return to Mylan all records, memoranda, files, notes, papers, correspondence, reports, documents, books, diskettes, hard drives, electronic and digital files and materials of any kind, and all copies or abstracts thereof that Executive has concerning any or all of the Mylan Companies’ business. Executive shall also immediately return all keys, identification cards or badges, Company leased or owned automobiles (if any), and other Company property."} +{"idx": 35, "level": 4, "span": "(i)    No Duty to Mitigate\nThere shall be no requirement on the part of Executive to seek other employment or otherwise mitigate damages in order to be entitled to the full amount of any payments and benefits to which Executive is otherwise entitled under any contract and, except as set forth herein with respect to the Continuation Benefits, the amount of such payments and benefits shall not be reduced by any compensation or benefits received by Executive from other employment."} +{"idx": 35, "level": 3, "span": "(j)    Release\nIn order to receive any payments or benefits under this Section 9, other than the Accrued Amounts, Executive shall be required to execute in advance the Company’s customary general release and waiver of any and all claims of any kind, known and unknown, against the Company, its current and former parents, subsidiaries, affiliates, predecessors, and successors, and their respective current and former officers, directors, agents, employees, investors, attorneys, shareholders, fiduciaries, benefit plans, plan administrators, insurers, trustees, and all persons acting with or on behalf of any of them (the “Releasees”), arising out of or relating in any way to (1) Executive’s employment with any of the Mylan Companies, (2) any acts or omissions of any of the Releasees during the course of Executive’s employment with any of the Mylan Companies, or (3) the termination of Executive’s employment with any of the Mylan Companies, including but not limited to a release and waiver of any and all such claims of any kind arising under all federal, state or local statutes, other laws, regulations, or the common law; provided, however, that the release and waiver of claims shall exclude claims relating to vested pension benefits, deferred compensation arrangements, workers’ compensation benefits, unemployment compensation benefits, claims that arise after the release and waiver is signed by Executive, and claims that cannot be released or waived under applicable law. Subject to any six-month delay required pursuant to Section 20 of this Agreement, payment of the amounts due to Employee under Section 9 of this Agreement, other than the Accrued Amounts, shall commence on the first payroll date occurring after the sixtieth (60th) day following"} +{"idx": 35, "level": 2, "span": "18.    Disputes, Arbitration, and Consent to Jurisdiction."} +{"idx": 35, "level": 3, "span": "(a)    Any controversy, dispute or claim arising out of or relating to this Agreement, or the breach hereof, including a claim for injunctive relief, or any claim which, in any way arises out of or relates to, Executive’s employment with the Company or the termination of said employment, including but not limited to statutory claims for discrimination, shall be resolved by arbitration in accordance with the then current rules of the American Arbitration Association respecting employment disputes except that the parties shall be entitled to engage in all forms of discovery permitted under the Pennsylvania Rules of Civil Procedure (as such rules may be in effect from time to time)\nExecutive agrees that Executive may only commence an action in arbitration, or assert counterclaims in an arbitration, on an individual basis and, thus, Executive hereby waives Executive’s right to commence or participate in any class or collective action(s) against the Mylan Companies, as permitted by law. The hearing of any such dispute will be held in Pittsburgh, Pennsylvania, and the losing party shall bear the costs, expenses and counsel fees of such proceeding. Executive and Company agree for themselves, their, employees, successors and assigns and their accountants, attorneys and experts that any arbitration hereunder"} +{"idx": 35, "level": 3, "span": "(b)    Notwithstanding the foregoing, either party may request a court of competent jurisdiction to issue such temporary or interim relief (including temporary restraining orders and preliminary injunctions) as may be appropriate, either before arbitration is commenced or pending the outcome of arbitration, whether either party alleges or claims a violation of this Agreement or any other agreement regarding trade secrets, confidential information, non-competition or non-solicitation\nNo such request shall be a waiver of the right to submit any claim, dispute or controversy to arbitration."} +{"idx": 35, "level": 3, "span": "(c)    In the event either party commences any court action as permitted by subparagraph (b) above, each of the parties hereto irrevocably submits to the exclusive jurisdiction of (i) the Court of Common Pleas of Washington County, Pennsylvania and (ii) the United States District Court for the Western District of Pennsylvania, for the purposes of any suit, action, or other proceeding arising out of in or any way relating to this Agreement or Executive’s employment, and agrees not to commence any action, suit or proceeding relating thereto except in such courts\nEach of the parties hereto further agrees that service of any process, summons, notice or document hand delivered or sent by U.S. certified mail to such party’s respective address set forth in Section 12 of this Agreement will be effective service of process for any action, suit or proceeding in Pennsylvania with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement in (i) the Court of Common Pleas of Washington County, Pennsylvania or (ii) the United States District Court for the Western District of Pennsylvania, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that such action, suit or proceeding brought in such court has been brought in an inconvenient forum."} +{"idx": 36, "level": 0, "span": "SIXTH AMENDMENT TO OFFICE LEASE"} +{"idx": 36, "level": 1, "span": "This Sixth Amendment to Office Lease (the “Sixth Amendment”), dated May 10, 2017, is made by and between DOUGLAS\nEMMETT 2008, LLC, a Delaware limited liability company (“Landlord”), and BLACKLINE SYSTEMS, INC., a California corporation (“Tenant\n”). "} +{"idx": 36, "level": 1, "span": "WHEREAS,"} +{"idx": 36, "level": 1, "span": "A. Landlord, pursuant\nto the provisions of that certain Office Lease, dated November 22, 2010 and a certain Memorandum of Lease Term Dates and Rent dated April 21, 2011 (the “Original Memorandum”, and collectively, the “Original\nLease”); as amended by a certain First Amendment to Office Lease dated August 14, 2012 (the “First Amendment”); as further amended by a certain Second Amendment to Office Lease dated December 26, 2013 (the\n“Second Amendment”) and as further amended by a certain Third Amendment to Office Lease dated June 24, 2014, (the “Third Amendment”), as further amended by a certain Fourth Amendment to Office Lease dated\nJanuary 29, 2015 (the “Fourth Amendment”), a Memorandum Of Lease Term Dates And Rent dated May 12, 2015 (“Memorandum Re Third Amendment”), a Fifth Amendment to Office Lease dated October 6, 2016 (the\n“Fifth Amendment”, and together with the Original Lease, Original Memorandum, the First Amendment, Second Amendment, Third Amendment, Memorandum Re Third Amendment, and Fourth Amendment, the “Lease”), leased to\nTenant and Tenant leased from Landlord space in the property located at 21300 Victory Boulevard, Woodland Hills, California 91367 (the “Building”), commonly known as Suites 1000, 1100, and 1200 (collectively, the “Existing\nPremises\n”); "} +{"idx": 36, "level": 1, "span": "B.\n Tenant wishes to expand its occupancy within the Building to include a lease of the Ninth Floor Expansion\nPremises (as defined below in this Sixth Amendment); and "} +{"idx": 36, "level": 1, "span": "C.\n The Term of the Lease for the Existing Premises expires at midnight on\nJanuary 31, 2023, which Term shall be extended for twelve (12) months as provided in this Sixth Amendment to be co-terminus with Tenant’s lease of the Ninth Floor Expansion Premises. \nLandlord and Tenant, for their mutual benefit, wish to revise certain other covenants and provisions of the Lease."} +{"idx": 36, "level": 1, "span": "NOW, THEREFORE, in consideration \nof the covenants and provisions contained herein, and other good and valuable consideration, the sufficiency of which\nLandlord and Tenant hereby acknowledge, Landlord and Tenant agree: "} +{"idx": 36, "level": 2, "span": "1. Confirmation of Defined Terms.\n Unless modified herein, all terms previously\ndefined and capitalized in the Lease shall hold the same meaning for the purposes of this Sixth Amendment. "} +{"idx": 36, "level": 2, "span": "2. Ninth Floor Expansion Premises;\nMust-Take Increments. As used in this Sixth Amendment, the “Ninth Floor Expansion Premises” shall mean the entire ninth (9th) floor of the Building which shall be designated\nas Suite 900. The Ninth Floor Expansion Premises are depicted on Exhibit A attached hereto and made a part hereof by this reference. The Usable Area of the Ninth Floor Expansion Premises is 20,171 square feet and the Rentable Area of the Ninth Floor\nExpansion Premises is 22,094 square feet. Tenant’s occupancy and obligation to pay Rent for the Ninth Floor Expansion Premises shall occur in three phases on the dates set forth below in Section 5.3: the first phase, consisting of a\nRentable Area of 10,000 square feet (“Ninth Floor Expansion Premises A”), which for Landlord’s internal accounting purposes only shall be designated as Suite 900A; the second phase, consisting of a Rentable Area of 6,047 square\nfeet (“Ninth Floor Expansion Premises B”), which for Landlord’s internal accounting purposes only shall be designated as Suite 900B and the third phase, consisting of 6,047 square feet (“Ninth Floor Expansion Premises\nC\n”), which for Landlord’s internal accounting purposes only shall be designated as Suite 900C. Upon the Ninth Floor Expansion Premises Delivery Date (as defined below in Section 3.1), Tenant shall be entitled to construct certain\nImprovements in the entire Ninth Floor Expansion Premises in accordance with Exhibit B attached hereto and made a part hereof by this reference. The rentable square footage for each has been stipulated to by the parties. Landlord represents and\nwarrants that the Usable Area of the Ninth Floor Expansion Premises has been measured by Stevenson Systems, Inc., an independent planning firm, using the 2010 ANSI/BOMA Standard set forth collectively by the American National Standards Institute and\nthe Building Owners and Managers Association, as a guideline. "} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)"} +{"idx": 36, "level": 2, "span": "3. Delivery Date; Lease Term for Ninth Floor Expansion Premises."} +{"idx": 36, "level": 2, "span": "3.1 Delivery Date. The date Landlord grants Tenant exclusive use of and full access to the Ninth Floor Expansion Premises in the\ncondition required in Section 3.2 below shall be referred to as the “Ninth Floor Expansion Premises Delivery Date”. The actual Ninth Floor Expansion Premises Delivery Date, once established, shall be documented in a letter\nprepared by Landlord and executed by Landlord and Tenant promptly after the Ninth Floor Expansion Premises Delivery Date occurs. The anticipated Ninth Floor Expansion Premises Delivery Date is July 15, 2017. Landlord represents and warrants to\nTenant that Suite 955 (a portion of the Ninth Floor Expansion Premises comprised of 1,254 rentable square feet) is currently occupied by a tenant pursuant to a lease with Landlord (the “Suite 955 Lease”). No other premises on the\nninth floor of the Building is occupied or leased or in any way encumbered (except to the extent encumbered by the deed of trust of Bank of America, N.A. as identified in the Bank of America, N.A. SNDA (as defined in Section 9.5 below)).\nCommencing not later than the date of mutual execution of this Sixth Amendment, Landlord shall, at Landlord’s sole cost and expense, use its diligent best efforts to enforce the relocation provisions of the Suite 955 Lease, relocate the\nexisting tenant to other space in the Building and/or require the existing tenant to vacate and surrender possession of Suite 955 on or before July 15, 2017. Once Landlord has possession of Suite 955, Landlord shall, as soon as reasonably\npossible, deliver the entire Ninth Floor Expansion Premises to Tenant in the condition required in Section 3.2 below in all material respects. If Landlord is unable, despite using its diligent best efforts, to deliver possession of the Ninth\nFloor Expansion Premises to Tenant on or before July 15, 2017 due to the existing tenant remaining in occupancy of Suite 955, this Sixth Amendment shall not be void or voidable, nor shall Landlord be liable to Tenant for any damage resulting\nfrom Landlord’s inability to deliver such possession. The Ninth Floor Expansion Premises Delivery Date shall not be deemed to have occurred until the entire Ninth Floor Expansion Premises has been delivered to Tenant in the condition required\nin Section 3.2 below in all material respects. Landlord acknowledges that the date Tenant is able to commence construction of the Improvements in the Ninth Floor Expansion Premises is a material inducement to Tenant’s agreement to enter\ninto this Sixth Amendment. If the Ninth Floor Expansion Premises Delivery Date has not occurred on or before August 31, 2017 (“Outside Delivery Date\n”) for any reason except a delay caused by the Tenant, then, Tenant shall\nreceive a day for day abatement of Rent due for the entire Ninth Floor Expansion Premises for each day after the Outside Delivery Date that the Ninth Floor Expansion Premises Delivery Date has not occurred provided, however, such Outside Delivery\nDate shall be extended one (1) day for each day the Ninth Floor Expansion Premises Delivery Date has not occurred solely as a result of Force Majeure; provided further, however, such Outside Delivery Date shall not be extended more than a\nmaximum aggregate combined total of thirty (30) days as a result of Force Majeure. Any such abatement shall be applied to, and offset against, Rent next becoming due and payable under the Lease for the Ninth Floor Expansion Premises and shall\ncontinue to be applied to, and offset against, such Rent until the amount of abatement to which Tenant is entitled under this paragraph is exhausted. If the Ninth Floor Expansion Premises Delivery Date has not occurred on or before thirty\n(30) days after the Outside Delivery Date (as may be extended in accordance with the terms of this Section 3.1), then Tenant shall have the right to terminate this Sixth Amendment (in which event all prepaid amounts shall be promptly\nrefunded to Tenant), by giving written notice to Landlord within ten (10) business days after such failure. Landlord shall have five (5) business days after receipt of such notice to cure such failure and, if Landlord has not cured the\nmatter within such time period, this Sixth Amendment shall terminate. If such notice of termination is not so given by Tenant within said ten (10) business day time period, then this Sixth Amendment shall continue in full force and effect. "} +{"idx": 36, "level": 2, "span": "3.2 Delivery Conditions.\n Except as otherwise set forth in this Sixth Amendment, on the Ninth Floor Expansion Premises Delivery Date\nLandlord shall, at Landlord’s sole cost and expense and not as part of the Allowance (as defined in Exhibit B attached hereto), deliver exclusive possession of the Ninth Floor Expansion Premises to Tenant, in accordance with the base building\ndefinition attached hereto as Exhibit C, in broom-clean condition and free of any tenancies (and with all personal property of any prior occupants "} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)\nremoved), subject to Landlord’s obligations under the Lease and this Sixth Amendment. Tenant shall accept the Ninth Floor Expansion Premises, in its\n“as-is” condition, on the Ninth Floor Expansion Premises Delivery Date, and subject to (a) Landlord’s ongoing repair and maintenance obligations under the Lease and this Sixth Amendment,\n(b) any latent defects of which Tenant notifies Landlord in writing within twelve (12) months after the Ninth Floor Expansion Premises Delivery Date, and (c) subject to the following representations and warranties by Landlord as of\nthe Delivery Date: (i) the Building and mechanical systems serving the Ninth Floor Expansion Premises shall be in proper working order and repair; and (ii) the Building systems serving the Ninth Floor Expansion Premises shall provide\nelectrical and HVAC capacity for Building standard office use consistent with Class A buildings in the Woodland Hills Area. Prior to the use of or construction in the Ninth Floor Expansion Premises Delivery Date, Tenant shall deliver to\nLandlord a copy of its certificate of insurance evidencing the insurance required under Article 19 of the Lease for the Ninth Floor Expansion Premises."} +{"idx": 36, "level": 2, "span": "3.3 Construction in the Ninth Floor Expansion Premises. Tenant’s use of the Ninth Floor Expansion Premises from and after\nthe Ninth Floor Expansion Premises Delivery Date and until the date Fixed Monthly Rent commences for Ninth Floor Expansion Premises A (the “Construction Period\n”) shall be upon all of the terms and conditions of the Lease, as amended\n(including required insurance coverage), except that Tenant shall not be obligated to pay Fixed Monthly Rent or Additional Rent for the Ninth Floor Expansion Premises except as and when required as specified in Section 5.3 below. During the\nConstruction Period and during Normal Business Hours, Tenant shall not be obligated to pay for Building standard HVAC, provided that Tenant shall pay for Excess HVAC in accordance with the terms and conditions of the Lease, and any above-standard\njanitorial or security services voluntarily requested by Tenant (janitorial service will not be provided during construction in the Ninth Floor Expansion Premises unless requested and paid for by Tenant; janitorial services during the Term is\nfurther described in Section 9.11 below). Tenant’s contractor parking and other vendor parking and, subject to reasonable advance scheduling, their use of the freight elevator(s), loading docks, hoists and customary and reasonable like\nitems during the Construction Period shall be free of charge if used in connection with the Improvements. Landlord shall make available reasonably sufficient parking in the Building parking facility for such contractors and vendors. During the\nConstruction Period Tenant shall be subject to Landlord’s reasonable administrative control and supervision with respect to the Ninth Floor Expansion Premises. Tenant shall be entitled to construct the Improvements in the Ninth Floor Expansion\nPremises and Existing Premises in accordance with and subject to the terms of Exhibit B. To Landlord’s knowledge, Landlord has received no written notice in effect as of the date of this Sixth Amendment of any Code or other legal violations\nrelating to the Ninth Floor Expansion Premises or relating to the Building that would increase the cost of, or time to construct, the Improvements. Tenant shall be responsible for Code compliance within the Ninth Floor Expansion Premises and the\nImprovements to be constructed, such as but not limited to restrooms, exiting modifications due to the configuration of the Ninth Floor Expansion Premises (and the anticipated demolition by Tenant of the multi-tenant corridor) or fire life safety\nrequirements and improvements required by applicable law for the Ninth Floor Expansion Premises, subject to Landlord’s obligations under the Lease. "} +{"idx": 36, "level": 2, "span": "3.4 Term Commencement Date and Term; Rent Commencement and Occupancy Dates. The term of the lease by Tenant of the Ninth Floor\nExpansion Premises (the “Ninth Floor Expansion Premises Term”) shall commence on the earlier of December 18, 2017, which date is subject to day for day extensions for each day of any Landlord Delay and/or Force Majeure and/or\nGovernmental Delay, or the date Tenant occupies any material portion of the Ninth Floor Expansion Premises and conducts material business therein (in a manner that would indicate Tenant has commenced the conduct of business in the Ninth Floor\nExpansion Premises) during such occupancy (the “Ninth Floor Expansion Premises Commencement Date”) and shall continue through 11:59 p.m. on January 31, 2024 (which shall be the revised “Termination Date\n” for\nall purposes in the Lease). Notwithstanding the foregoing, if for any reason (other than Tenant’s failure to accept delivery of the Ninth Floor Expansion Premises when offered by Landlord), the Ninth Floor Expansion Premises Delivery Date has\nnot occurred on or before July 21, 2017, the Ninth Floor Expansion Premises Commencement Date shall be the earlier of the 150th day after the Ninth Floor Expansion Premises Delivery Date, which 150-day\nperiod is subject to day for day extensions for each day of any Landlord Delay and/or Force Majeure and/or Governmental Delay, or the date Tenant occupies any material portion of the Ninth Floor Expansion Premises and conducts material business\ntherein during such occupancy (in a manner that "} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)\nwould indicate Tenant has commenced the conduct of business in the Ninth Floor Expansion Premises) and the Termination Date shall be 11:59 p.m. on the last calendar day of the month occurring\nseventy-three (73) months after the Ninth Floor Expansion Premises Commencement Date. Notwithstanding the foregoing, in the event the Ninth Floor Expansion Premises Commencement Date is extended because of a Landlord Delay, Force Majeure and/or\nGovernmental Delay (as defined in Section 3.5 below), and/or the Ninth Floor Expansion Premises Delivery Date occurs after July 21, 2017, then the Termination Date shall not be later than April 30, 2024 (subject to Tenant’s\nextension rights under the Lease). Upon the occurrence of the Ninth Floor Expansion Premises Commencement Date, the defined “Premises” shall consist of the Existing Premises and the Ninth Floor Expansion Premises."} +{"idx": 36, "level": 2, "span": "3.5 Rent and Occupancy Commencement Dates. Notwithstanding the occurrence of the Ninth Floor Expansion Premises Commencement Date,\nTenant’s occupancy of the Ninth Floor Expansion Premises and Tenant’s obligation to pay Fixed Monthly Rent shall occur in three phases. For the avoidance of any doubt, all of the dates set forth in this Section 3.5 shall be extended\non a day-for-day basis for each day on which there is Landlord Delay, Force Majeure and/or “Governmental Delay”. Governmental Delay shall mean an actual\ndelay in constructing the Improvements caused by delay in plan check, permitting or inspections by the City of Los Angeles Department of Building and Safety (the “City"} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)\nPremises Commencement Date set forth in Section 3.4 above) as of the date of delivery and Tenant shall\nhave no obligation to pay Fixed Monthly Rent or Additional Rent (without limiting Section 6 below) for any portion of the Ninth Floor Expansion Premises until the applicable date for commencement of Fixed Monthly Rent for such portion as set\nforth in Section 5.3 below and Tenant’s obligation to pay such Fixed Monthly Rent shall occur in three phases."} +{"idx": 36, "level": 2, "span": "4. Extension of Term for the\nExisting Premises. The Term of the Lease of the Existing Premises is hereby extended (“Extended Term\n”) from and including February 1, 2023 through the Termination Date (as defined in Section 3.4 above). "} +{"idx": 36, "level": 2, "span": "5. Fixed Monthly Rent; Fixed Monthly Rent Deferral."} +{"idx": 36, "level": 2, "span": "5.1. Existing Premises Fixed Monthly Rent. \nCommencing on February 1, 2023, and continuing through the Termination Date, Fixed\nMonthly Rent for the Existing Premises shall be $178,742.43 per month. "} +{"idx": 36, "level": 2, "span": "5.2. Existing Premises Rent Deferral. Notwithstanding the\nforegoing, Tenant shall be permitted to defer fifty percent (50%) of the Fixed Monthly Rent due for the Existing Premises in each of the following months: February 2023 and March 2023 (collectively, the amount of Fixed Monthly Rent deferred shall be\nreferred to herein as the “Rent Deferral Amount\n”), in addition to (and not in lieu of) the rent deferral for the Existing Premises already set forth in the Lease. So long as Landlord has not terminated the Lease prior to the\nTermination Date in accordance with the terms and conditions of the Lease as a result of a material default of Tenant under the Lease beyond all applicable notice and cure periods, the entire Rent Deferral Amount shall be abated and forgiven as of\nthe Termination Date; provided, however, that if Landlord has terminated the Lease prior to its then scheduled expiration date in accordance with the terms and conditions of the Lease as a result of a material default of Tenant under the Lease\nbeyond all applicable notice and cure periods, then (a) Tenant shall pay to Landlord upon demand the entire Rent Deferral Amount due for the months of the Term prior to the occurrence of such material default, and (b) Tenant shall not be\nentitled to any additional or future deferral of Fixed Monthly Rent. "} +{"idx": 36, "level": 2, "span": "5.3 Ninth Floor Expansion Premises Fixed Monthly Rent. \nTenant\nshall pay Fixed Monthly Rent for the Ninth Floor Expansion Premises as follows (For the avoidance of any doubt, all of the dates set forth in this Section 5.3 shall be extended on a day-for-day basis for each day on which there is Landlord Delay and/or Force Majeure and/or Governmental Delay) "} +{"idx": 36, "level": 1, "span": "Ninth Floor Expansion Premises A"} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)"} +{"idx": 36, "level": 1, "span": "Ninth Floor Expansion Premises B"} +{"idx": 36, "level": 1, "span": "Ninth Floor Expansion Premises C"} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)"} +{"idx": 36, "level": 2, "span": "5.4. Ninth Floor Expansion Premises Rent Deferral. "} +{"idx": 36, "level": 2, "span": "6. Base Year; Modification to Operating Expense Cap. \nThe Base Year for the Ninth Floor Expansion Premises shall be calendar year 2018. As set forth in\nSection 4.2 of the Original Lease, the Base Year for Suite 1200 is calendar year 2011; as set forth in Section 10 of the First Amendment, the Base Year for Suite 1100 is calendar year 2013; and as set forth in Section 12 of the Third\nAmendment, the Base Year for the Expansion Premises (as defined in the Third Amendment and referred to in the Third Amendment as the “Expansion Premises Base Year”) is calendar year 2015. Effective on January 1, 2018, the Base Year\nfor the entire Premises shall be calendar year 2018, and shall continue to be the Base Year for the entire Premises after the extension of the Term pursuant to Section 4 above. \nThe Expense Cap under Section 4.2 of the Original Lease as amended in Section 12 of the Third Amendment shall apply to the Ninth\nFloor Expansion Premises (in addition to the Existing Premises) effective on the Ninth Floor Expansion Premises Commencement Date. Tenant’s Share for the Ninth Floor Expansion Premises shall be 9.09%. Tenant shall commence payment of\nTenant’s Share of Operating Expenses (for the entire Ninth Floor Expansion Premises) on January 1, 2019 (or, if later, the 1-year anniversary of the Ninth Floor Expansion Premises Commencement Date).\nSection 8 of the Third Amendment (Proposition 13) shall also apply to the Ninth Floor Expansion Premises (making such Section apply to the entire Premises, including the Ninth Floor Expansion Premises), except the Protection Period shall be\nextended for a period of one year, expiring on January 31, 2021 and during the last year of the Protection Period (as amended) Tenant shall only be obligated to pay seventy-five percent (75%) of the Tax Increase allocable to any Reassessment\nthat would otherwise be included in Operating Expenses (or any increases based on such portion) (i.e., same as under Section 8.1(d) of the Third Amendment).\nSection 9 of the Third Amendment (Proposition 8) shall also apply to the Ninth Floor Expansion Premises (making such Section apply to the entire\nPremises, including the Ninth Floor Expansion Premises)."} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)"} +{"idx": 36, "level": 2, "span": "7. Credit Enhancements."} +{"idx": 36, "level": 2, "span": "7.1 Modification to Security Deposit.\n Landlord acknowledges that it currently holds the sum of $162,938.28 as a Security Deposit under\nthe Lease, which amount Landlord shall continue to hold through the Term, in accordance with the terms and conditions of the Lease, unless otherwise applied pursuant to the provisions of the Lease. Concurrent with Tenant’s execution and\ntendering to Landlord of this Sixth Amendment, Tenant shall tender to Landlord the sum of $58,411.77, which amount Landlord shall add to the Security Deposit already held by Landlord, so that thereafter, through the New Expansion Term, provided the\nsame is not otherwise applied, Landlord shall hold a total of $221,350.05 as a Security Deposit on behalf of Tenant. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, and all other laws, statutes, ordinances or\nother governmental rules, regulations or requirements now in force or which may hereafter be enacted or promulgated, which (i) establish the time frame by which Landlord must refund a security deposit under a lease, and/or (ii) provide\nthat Landlord may claim from the Security Deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those\nsums specified in Lease Article 18 and/or those sums reasonably necessary to compensate Landlord for any loss or damage caused by Tenant’s breach of the Lease or the acts or omission of Tenant or any Tenant Party (as defined in the Lease). "} +{"idx": 36, "level": 2, "span": "7.2 Modifications to the Letter of Credit. Landlord is the beneficiary under a certain Irrevocable Standby Letter of Credit No\nSVBSF006643 dated January 13, 2011 issued by Silicon Valley Bank (the “Letter of Credit”) in the principal amount of $400,000 (the “LC Amount\n”) as more particularly described in Article 27 of the Original\nLease, as amended by Section 7.2 of the Third Amendment. Landlord and Tenant hereby agree that the terms and conditions of the Lease regarding the Letter of Credit are hereby amended as follows: "} +{"idx": 36, "level": 3, "span": "(a)\n The LC Amount shall be reduced to $200,000 on January 1, 2018, provided that the LC Amount shall be reduced\nonly if (i) there does not then exist a material default by Tenant of its obligations or liabilities under this Lease beyond all applicable notice and cure periods, and (ii) neither the Lease nor Tenant’s right to possession of the\nPremises has been terminated as a result of a material default by Tenant beyond all applicable notice and cure periods. "} +{"idx": 36, "level": 3, "span": "(b) \nThe final date of expiry of the Letter of Credit shall be December 31, 2018, at which time Landlord shall\nrelinquish and deliver the Letter of Credit to Tenant, and there shall not be any further obligation whatsoever for a letter of credit under the Lease (and Tenant shall have no further obligations, and Landlord shall have no further rights or\nremedies, under Article 27 of the Original Lease, as amended), provided that (i) there does not then exist a material default by Tenant of its obligations or liabilities under this Lease beyond all applicable notice and cure periods, and\n(ii) neither the Lease nor Tenant’s right to possession of the Premises has been terminated as a result of a material default by Tenant beyond all applicable notice and cure periods. \nOn or before July 1, 2017, Tenant shall deliver to Landlord a replacement Letter of Credit or amendment to the Letter of Credit which\nincorporates the changes set forth above in clauses (a) and (b)."} +{"idx": 36, "level": 2, "span": "8. Parking Permits; Parking Discounts; Electric Vehicle Charging Stations."} +{"idx": 36, "level": 2, "span": "8.1. Expansion Premises\n. Notwithstanding any contrary provision in the Lease, as amended, throughout the Ninth Floor Expansion\nPremises Term (as may be extended), with respect to the Ninth Floor Expansion Premises, Tenant shall have the right but not the obligation to purchase up to 111 parking permits, of which up to ten (10) permits shall be, at Tenant’s sole\noption, for non-tandem reserved parking stalls (8 of which shall be full-sized stalls and 2 of which shall be compact stalls). Tenant’s reserved parking shall be\nlocated in the stalls specified on Exhibit E. Tenant’s parking permits shall allow Tenant to park in the Building parking facility at the posted monthly parking rates and charges then in effect (subject to the discount set forth in\nSection 8.2 below), including any and all applicable taxes, provided that such rates may be changed from time to time in Landlord’s sole discretion, subject to the last sentence of this Section 8.1, and except as may otherwise be set\nforth in the Lease. The parking permit rates in effect as of the date of this Sixth Amendment (without taking into account the discount specified below in Section 8.2) are as follows: $118.00 per month per single unreserved permit (including\nCity of Los Angeles taxes), and $173.00 per month per single reserved permit (including City of Los Angeles taxes). Landlord agrees that the parking permit rates at the Building shall remain comparable to the rates being charged at comparable\nClass A buildings in the Warner Center area. "} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)"} +{"idx": 36, "level": 2, "span": "8.2. Discounts.\n With respect to the parking permits and validations purchased for the\nNinth Floor Expansion Premises in connection with this Sixth Amendment as specified in Section 8.1 above, commencing on the Ninth Floor Expansion Premises Commencement Date and continuing throughout the Termination Date Tenant shall receive a\nforty percent (40%) discount on all permits and validations purchased in connection with the Ninth Floor Expansion Premises parking (so long as such visitor validations are purchased by Tenant on a bulk basis in increments of $500.00). In addition,\nTenant’s parking discounts for all other parking permits and validations under the Lease, and all of Tenant’s other parking rights under the Lease, shall continue in effect for the remainder of the Term (as may be extended). "} +{"idx": 36, "level": 2, "span": "8.3 Electric Vehicle Charging Stations. Tenant shall have the right to install two (2) additional electric vehicle charging\nstations (collectively, the two (2) stations, identification signage and all related equipment and wiring, including, without limitation conduit(s), transformers and submeter(s), shall be referred to as the “EVCS”) in two of\nthe reserved stalls granted under Section 8.1 above in locations of the Building parking facility approved by Landlord for Tenant’s exclusive use, which approval shall not be unreasonably withheld, conditioned or delayed. The spaces\ndepicted on Exhibit D (stalls 67 and 70) are approved by Landlord for such use (without limiting Landlord’s obligation to reasonably approve other spaces). All costs and expenses of planning, permitting, installation, electricity consumption\n(including cost any submeter(s) and above-standard electrical infrastructure), insurance (if reasonably required by Landlord’s property management), and repair and maintenance of the EVCS shall be paid by Tenant. Tenant shall perform the\ninstallation of the EVCS (the “EVCS Work\n”) (a) using licensed contractors approved in advance by Landlord; provided, however, Moffa Electrical Engineering Inc. and SemaConnect are hereby approved by Landlord; (b) in good\nworkmanlike manner and in accordance with applicable law and plans and specifications approved in advance by Landlord (provided, however, Landlord hereby approves plans and specifications consistent with the plans and specifications for the EVCS\nWork performed in connection with the Fifth Amendment, pursuant to which two (2) EVCS were installed in stalls 68 and 69 as shown on Exhibit D attached hereto); (c) in a manner so as not to unreasonably disturb tenants and their invitees or\nimpair their access into and out of the Building parking facilities or any Common Areas; and (d) during such reasonable time periods as prescribed by Landlord. With respect to all matters subject to Landlord’s approval under the foregoing\nsubsections (a) and (b), Landlord’s approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall timely pay all contractors performing the EVCS Work. If any liens arise against the Building as a result of the EVCS\nWork, Tenant shall promptly, at Tenant’s sole expense, remove such liens and provide Landlord evidence that the title to the Building has been cleared of such liens. The contractors performing the EVCS Work shall be subject to Landlord’s\nreasonable rules and regulations for contractors working in the Project (including, without limitation, insurance requirements). Landlord and Tenant shall meet and confer at mutually acceptable times to review Tenant’s plans and schedule the\nEVCS Work. Landlord shall read the submeter(s) that will record electrical consumption by the EVCS and bill Tenant for the cost thereof monthly. Tenant shall pay the amount of the electrical bill to Tenant within thirty (30) days after\nTenant’s receipt of the invoice. The EVCS shall be and remain Tenant’s property, and Tenant may remove or replace the same from time to time, including, without limitation, at the expiration or earlier termination of the Lease Term;\nhowever, Tenant may, at Tenant’s option, leave the EVCS specified in this Section 8.3 and the EVCS specified in the Fifth Amendment in their then existing area and condition at the expiration or earlier termination of the Term without any\nrestoration requirement (notwithstanding any contrary provision in the Fifth Amendment). Tenant shall pay to repair any damage to the EVCS (excluding normal wear and tear) caused by Tenant or any of its contractors or employees. "} +{"idx": 36, "level": 2, "span": "9. Miscellaneous Amendments.\n The Lease is hereby amended as set forth in this Section 9 (all Section and Article references shall be references to\nthe Original Lease unless specified otherwise). "} +{"idx": 36, "level": 2, "span": "9.1 Option to Extend Term. \nThe Option set forth in Article 23 of the Original\nLease and amended in Section 9.1 of the First Amendment and in Section 11.1 of the Third Amendment is hereby further amended to (a) include the Ninth Floor Expansion Premises (in addition to the Existing Premises); and (b) change\nthe reference to the Termination Date to the Termination Date as defined in this Sixth Amendment. For the avoidance of any doubt, Section 11.1(c) of the Third Amendment shall remain in full force and effect, "} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)\nincluding, but not limited to, with respect to the Ninth Floor Expansion Premises, and an extension of the Term shall have the same meaning in this Sixth Amendment as an extension of the Ninth\nFloor Expansion Premises Term."} +{"idx": 36, "level": 2, "span": "9.2 Right of First Offer. The “Right of First Offer\n” shall mean the right of first\noffer set forth in Sections 24.1, 24.2 and 24.3 of the Original Lease, as amended by Section 9.2 of the First Amendment and Section 11.2 of the Third Amendment. The Right of First Offer shall remain in full force and effect except as\namended as follows: "} +{"idx": 36, "level": 1, "span": "a) Section 24.1a) of the Original Lease, as amended by Section 11.2(a) of the Third Amendment, is hereby\ndeleted in its entirety and Landlord and Tenant agree that the right of first offer shall be subject and subordinate only to the following written rights, in their form and content existing as of the date of this Sixth Amendment, granted to other\ntenants in the Building prior to the date hereof (collectively, the “Superior Rights\n”): Western Pacific Housing, Suite 700: a right of first negotiation to any space on the 7th floor; Carlson Wagonlit, Suite 500: a right of first\noffer to any contiguous space on the 5th floor; and Tobin Lucks, Suites 300, 200 and 460: a right of first refusal on any space on 4th or 5th floors. Notwithstanding anything to the contrary herein, Landlord shall not expand or extend or otherwise\nmodify in a manner adverse to Tenant any Superior Rights, and Landlord represents and warrants to Tenant that the Superior Rights (in their form and content existing as of the date of this Sixth Amendment) are the sole and exclusive rights that are\nsuperior to Tenant’s right of first offer. Additionally, at such time as Landlord delivers a notice to Tenant regarding the potential lease of any of the Expansion Premises under Section 24.1 or 24.4 (as each is amended), Landlord shall be\ndeemed to have represented and warranted to Tenant that the rights of all holders of Superior Rights are no longer in effect with respect to the Expansion Premises in question and the particular transaction in question. "} +{"idx": 36, "level": 1, "span": "b) \nThe “Expansion Premises” as defined in Section 24.1 shall mean any demised office space on any of floors three (3),\nseven (7) or eight (8) in the Building, and any other space in the Building that is equal to or greater than 5,000 rentable square feet. "} +{"idx": 36, "level": 1, "span": "c)\n Notwithstanding anything to the contrary in the Lease, the Right of First Offer shall remain effective as of the date this Sixth\nAmendment is mutually executed and shall continue in effect through the expiration of the Ninth Floor Expansion Premises Term (as may be extended), and the Right of First Offer shall be a continuing right and shall not expire or terminate during the\nTerm (as may be extended). \nNotwithstanding anything in the Lease or this Sixth Amendment, (i) the Right of First Offer may be\nexercised by Tenant or any Affiliate assignee, or any other permitted assignee, (ii) Tenant’s exercise of its Right of First Offer and/or Right of First Refusal shall not affect Tenant’s right to exercise its Termination Option in the\nLease; and (iii) the terms of Section 24.5 of the Original Lease shall remain in full force and effect (subject to Landlord’s obligations under this Sixth Amendment)."} +{"idx": 36, "level": 2, "span": "9.3 First Refusal. The “Right of First Refusal” set forth in Section 24.4 of the Original Lease, as amended by\nSection 9.2 of the First Amendment and Section 11.3 of the Third Amendment is hereby deleted in its entirety, and replaced with the following right of first refusal: Subject and subordinate only to any Superior Rights if at any time during\nthe Term (as may be extended) Landlord receives a bona fide proposal for any space on any of the third (3rd) floor, seventh (7th) or eighth (8th) floors of the Building (whether or not such space has been the subject of an Offer Notice under Tenant’s right of first offer), Landlord shall deliver written notice thereof to Tenant along\nwith a copy of the applicable proposal, letter of intent or term sheet setting forth the material terms of such offer, but with the identity of the proposed tenant and other information Landlord deems confidential redacted and not required to be\ndisclosed to Tenant (the “RFR Notice”). Tenant shall have four (4) business days after receipt of RFR Notice from Landlord to advise Landlord of Tenant’s election (the “RFR Acceptance\n”) to lease the\nsubject premises on the same terms and conditions as Landlord has specified in its RFR Offer Notice, provided that the term of lease for the subject premises shall be co-terminous with the Term of the Lease.\nIf the RFR Acceptance is so given, then promptly thereafter, Landlord and Tenant shall sign an amendment to the Lease, adding the subject premises to the Premises and incorporating all of the terms and conditions originally contained in\nLandlord’s Offer Notice. If Tenant does not tender the RFR Acceptance of the RFR Offer Notice, within the time periods set forth herein, "} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)\nthen Landlord may lease the subject premises to any third party it chooses without liability to Tenant on all of the same material terms and conditions as those specified in Landlord’s RFR\nOffer Notice, subject to Tenant’s rights under this Section 9.3. Notwithstanding anything to the contrary in the Lease, the Right of First Refusal shall be a continuing right and shall not expire or terminate during the Term (as may be\nextended), and the Right of First Refusal may be exercised by Tenant or any Affiliate assignee or any other permitted assignee."} +{"idx": 36, "level": 2, "span": "9.4\nTermination Option. The “Termination Option” shall mean the option granted to Tenant to terminate the Lease early as set forth in Article 25 of the Original Lease and as amended by Section 9.3 of the First Amendment and\nSection 11.4 of the Third Amendment. The Termination Option shall remain in full force and effect and shall include the Ninth Floor Expansion Premises (in addition to the Existing Premises), except that such Termination Option is hereby amended\nas follows: (a) the “Early Termination Date” shall mean 11:59 p.m. Los Angeles time on January 31, 2022; (b) the “Notice Period Expiration Date\n”, shall mean January 31, 2021; (c) the termination\ncompensation shall be the unamortized amount of any lease commission, and the unamortized amount of the Allowance, disbursed by Landlord in connection with this Sixth Amendment (and not in connection with the Original Lease or any prior amendment)\nor, unless otherwise agreed to by the parties, any expansion amendment between Landlord and Tenant executed after the date hereof (unless otherwise stated in any such amendment), which shall be amortized over the period commencing on the Ninth Floor\nExpansion Premises Commencement Date and ending on the earlier of the Termination Date or January 31, 2024, on a straight line basis at an interest rate of eight percent (8%) per annum as of the Early Termination Date, (d) for the\navoidance of any doubt, an expansion of the Premises shall not terminate, delete, nullify or void the Termination Option (provided that, unless otherwise agreed to by the parties, for future expansions, if any, the termination compensation shall\ninclude the unamortized reasonable cost of improvements, if any, provided and paid for by Landlord for the benefit of Tenant in the form of a turn key or build to suit in the event no Allowance is provided), and (e) Section 25.4 of the\nOriginal Lease as amended and restated in its entirety in Section 11.4 of the Third Amendment, is hereby amended and restated (and shall be fully incorporated in the Lease as if set forth therein) as follows: “Section 25.4.\nExpiration of Option to Terminate Early. Provided that Tenant has not already delivered the Termination Notice specified hereinabove, then, effective on February 1, 2021, the provisions of this Article 25 shall be deemed null, void and\nof no further force or effect.” "} +{"idx": 36, "level": 2, "span": "9.5. SNDA. Tenant and Bank of America, NA, as Administrative Agent, are parties to a\nSubordination, Non-Disturbance and Attornment Agreement dated August 26, 2014 (“Bank of America SNDA\n”). Landlord shall use its most diligent efforts to deliver Lender’s written\nconsent to this Sixth Amendment in order to comply with Section 4(i) of the Bank of America SNDA within thirty (30) days after this Sixth Amendment is executed and delivered by the parties, which written consent shall include a written\nstatement that the terms and provisions of the Bank of America SNDA cover the entire Premises, including the Ninth Floor Expansion Premises (or in lieu of such written statement, Landlord shall use its most diligent efforts to cause Lender to\nexecute and record an amended and restated Bank of America SNDA that covers the entire Premises, including the Ninth Floor Expansion Premises). Upon the mutual execution and delivery of this Sixth Amendment, Landlord shall be deemed to represent and\nwarrant to Tenant that Landlord has obtained any and all necessary consents for the execution of this Sixth Amendment, and all necessary consents relating to Landlord’s existing loan related to the Bank of America SNDA (which Landlord\nrepresents and warrants is the only loan encumbering the Building as of the date hereof) have been obtained. "} +{"idx": 36, "level": 2, "span": "9.6. ADA Compliance.\n\nLandlord’s representations, warranties and covenants under Section 20.25 of the Original Lease are hereby ratified, and re-made (subject to, with respect to the Existing Premises only, any changes in\nlaw enacted since the original Commencement Date under the Original Lease or the Expansion Premises Commencement Date under the Third Amendment) as of the date hereof with respect to both the Existing Premises (excluding any Tenant Change in the\nExisting Premises with respect to which Landlord’s approval was not given but was required under the Lease) and the Ninth Floor Expansion Premises (except for Tenant’s obligation to cause the restrooms in the Premises to comply with Code\nto the extent set forth in Section 5.1 of Exhibit B). "} +{"idx": 36, "level": 2, "span": "9.7. Directory and Suite Signage.\n Tenant may, in its sole discretion,\ninstall building standard signage per a building standard location at the entrances of the Ninth Floor Expansion Premises at Tenant’s sole cost "} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)\nand expense, payable by Tenant to Landlord within thirty (30) days after Landlord’s receipt of\nwritten invoice. If required by applicable law (such as, without limitation, any fire codes or regulation), or otherwise desired by Landlord, Landlord shall, at Landlord’s sole cost and expense, install building standard signage per a building\nstandard location at the entrances of the Ninth Floor Expansion Premises. Tenant, in its sole and absolute discretion, may elect to have its names grouped in one location of the directory board, at Landlord’s sole cost and expense, in any area\nreasonably designated by the Landlord in addition to having such names individually listed alphabetically per one line per 1,000 rentable square feet in the Ninth Floor Expansion Premises not to exceed twenty (20) lines, subject to space\navailability. For the avoidance of any doubt, Tenant’s signage rights currently in the Lease shall remain in full force and effect throughout the Term (as may be extended)."} +{"idx": 36, "level": 2, "span": "9.8 Standards for Building HVAC; Excess HVAC. Landlord hereby represents and warrants that, as of the date hereof, the HVAC system\nserving the Building is capable of providing Tenant’s Premises with a temperature of 73 degrees Fahrenheit, plus or minus 2 degrees Fahrenheit and subject to variance in extreme outdoor temperature conditions (“Temperature\nRange\n”). Landlord shall use commercially reasonable efforts to maintain the Temperature Range in the Premises during Normal Business Hours and any time periods when Tenant orders Excess HVAC. \nIf Tenant requires Excess HVAC in the Ninth Floor Expansion Premises Tenant shall make its request during Normal Business Hours via\nLandlord’s internet-based HVAC request platform known as the Genea system, which is currently administered by providing Excess HVAC access via an internet log-in to the Tenant, which will activate the\nExcess HVAC. Any replacement or modification of the Genea system shall comparable in quality and efficiency. There shall be a one (1)-hour minimum charge for Excess HVAC when such Excess HVAC is ordered. Tenant’s request shall be deemed\nconclusive evidence of its willingness to pay the cost for excess HVAC pursuant to this Section 9.8. Notwithstanding anything to the contrary in the Lease or this Sixth Amendment, the cost for Excess HVAC for the Ninth Floor Expansion Premises\nshall not exceed Landlord’s reasonable cost thereof, which shall only include the actual cost of utilities charged by the third party utility provider, plus a reasonable allowance for accelerated depreciation and additional maintenance for the\nBuilding HVAC systems as a result of the Excess HVAC used by Tenant in the Ninth Floor Expansion Premises (which shall be substantiated in writing to Tenant upon Tenant’s request therefor). Notwithstanding anything to the contrary in the Lease\nor this Sixth Amendment, in no event shall charges for Excess HVAC include an administrative, supervision or other like fee. As of the date of this Lease, Landlord’s cost for the Ninth Floor Expansion Premises Excess HVAC (and the after-hours\ncharge to Tenant for Excess HVAC for the Ninth Floor Expansion Premises) is $43.12 per hour."} +{"idx": 36, "level": 2, "span": "9.9 Key Card Systems; Internal\nStaircase.\n Section 11.8 of the Third Amendment (Key Card Systems) and Section 11.10 (Internal Staircase) shall also apply to the Ninth Floor Expansion Premises and the 9th floor.\nLandlord agrees to use commercially reasonable efforts to address Tenant’s security concerns regarding access by third parties using the Building freight elevator to the floors leased by Tenant, as part of Operating Expenses. Landlord agrees to\nmeet and confer with Tenant promptly after this Sixth Amendment is mutually executed and delivered to discuss one or more proposals regarding the issue. "} +{"idx": 36, "level": 2, "span": "9.10 Liability.\n Section 18.4 is hereby modified to provide that, notwithstanding anything to the contrary set forth in the Lease,\nincluding, without limitation, Article 18 of the Original Lease, neither Landlord nor Tenant shall not be liable in any event for any punitive, special, incidental or consequential damages (including, without limitation, loss of income, lost profits\nor loss of goodwill), except, with respect to Tenant, damages under Section 2.2 of the Original Lease (holdover), and furthermore it being agreed by Landlord and Tenant that any rental obligations owed (and not paid) to Landlord under the Lease\nshall be deemed to be Landlord’s actual direct damages, and not consequential damages. "} +{"idx": 36, "level": 2, "span": "9.11. Above Standard Janitorial\nService.\n Landlord shall continue to provide janitorial services to the entire Premises in accordance with Section 8.3 of the Original Lease (as amended herein) and the janitorial specifications attached as Exhibit I to the Original Lease.\nSection 8.3 of the Original Lease is hereby amended to provide that Tenant agrees to pay for all janitorial services utilized by Tenant or requested by Tenant and furnished to Tenant which are not required under the existing Lease and not\nuniformly furnished to all tenants of the Building at the rate generally charged by Landlord to tenants of the Building for such janitorial services. "} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)"} +{"idx": 36, "level": 2, "span": "9.12 Satellite Dish.\n Tenant’s rights pursuant to Article 26 of the Original\nLease, as amended by Section 11.11 of the Third Amendment, with respect to its Satellite Dishes shall continue throughout the Term, provided that Tenant shall have the right to install one additional Satellite Dish subject to the terms and\nconditions of Article 26 of the Original Lease, as amended by Section 11.11 of the Third Amendment, with respect to its Satellite Dishes. "} +{"idx": 36, "level": 2, "span": "10.\nCivil Code Section 1938 Disclosure.\n Pursuant to California Civil Code Section 1938, Landlord hereby discloses that the Expansion Premises and the Existing Premises have not undergone an inspection by a Certified Access Specialist to\ndetermine whether the Premises meet all applicable construction-related accessibility standards. "} +{"idx": 36, "level": 2, "span": "11. Acceptance of Expansion Premises.\n Subject to\nthe terms and conditions of this Sixth Amendment and the Lease (including, without limitation, Landlord’s covenants, representations and warranties), Tenant has made its own inspection of and inquiries regarding the Expansion Premises.\nTherefore, subject to the terms and conditions of this Sixth Amendment and the Lease (including, without limitation, Landlord’s covenants, representations and warranties), Tenant accepts the Expansion Premises in its “as-is” condition. Tenant further acknowledges that Landlord has made no currently effective representation or warranty, express or implied regarding the condition, suitability or usability of the\nExpansion Premises for the purposes intended by Tenant except as set forth in this Sixth Amendment or the Lease. "} +{"idx": 36, "level": 2, "span": "12. Warranty of Authority.\n If\nLandlord or Tenant signs as a corporation or limited liability company or a partnership, each of the persons executing this Sixth Amendment on behalf of Landlord or Tenant hereby covenants and warrants that the applicable entity executing herein\nbelow is a duly authorized and existing entity that is qualified to do business in California; that the person(s) signing on behalf of either Landlord or Tenant have full right and authority to enter into this Sixth Amendment; and that each and\nevery person signing on behalf of either Landlord or Tenant are authorized in writing to do so. "} +{"idx": 36, "level": 2, "span": "13. Broker Representation.\n Landlord and Tenant\nrepresent to one another that it has dealt with no broker in connection with this Sixth Amendment other than Douglas Emmett Management, LLC and CBRE, Inc. Landlord and Tenant shall hold one another harmless from and against any and all liability,\nloss, damage, expense, claim, action, demand, suit or obligation arising out of or relating to a breach by the indemnifying party of such representation. Landlord agrees to pay all commissions due to the brokers listed above created by Tenant’s\nexecution of this Sixth Amendment. "} +{"idx": 36, "level": 2, "span": "14. Confidentiality. \nLandlord and Tenant agree that the covenants and provisions of this Sixth Amendment shall\nnot be divulged to anyone not directly involved in the management, administration, ownership, lending against, or subleasing of the Premises, which permitted disclosure shall include, but not be limited to, the board members, legal counsel and/or\naccountants of either Landlord or Tenant. "} +{"idx": 36, "level": 2, "span": "15. Governing Law. \nThe provisions of this Sixth Amendment shall be governed by the laws of the State of\nCalifornia. "} +{"idx": 36, "level": 2, "span": "16. Reaffirmation. \nLandlord and Tenant acknowledge and agree that the Lease, as amended herein, constitutes the entire agreement by\nand between Landlord and Tenant relating to the Premises, and supersedes any and all other agreements written or oral between the parties hereto. Furthermore, except as modified herein, all other covenants and provisions of the Lease shall remain\nunmodified and in full force and effect. "} +{"idx": 36, "level": 2, "span": "17. Submission of Document.\n No expanded contractual or other rights shall exist between Landlord and\nTenant with respect to the Expansion Premises, as contemplated under this Sixth Amendment, until both Landlord and Tenant have executed and delivered this Sixth Amendment, whether or not any additional rental or security deposits have been received\nby Landlord, and notwithstanding that Landlord has delivered to Tenant an unexecuted copy of this Sixth Amendment. The submission of this Sixth Amendment to Tenant shall be for examination purposes only, and does not and shall not constitute a\nreservation of or an option for the Tenant to lease the Expansion Premises, or otherwise create any interest by Tenant in the Expansion Premises or any other portion of the Building other than the original Existing Premises currently occupied by\nTenant. Execution of this Sixth Amendment by Tenant and its return to Landlord shall not be binding upon Landlord, notwithstanding any time interval, until Landlord has in fact executed and delivered this Sixth Amendment to Tenant. "} +{"idx": 36, "level": 1, "span": "SIXTH AMENDMENT TO OFFICE LEASE (continued)"} +{"idx": 36, "level": 1, "span": "IN WITNESS WHEREOF, "} +{"idx": 37, "level": 1, "span": "2017 AFI PSA (CASH FLOW) – Tier I"} +{"idx": 37, "level": 1, "span": "ARMSTRONG FLOORING, INC.\n2500 Columbia Ave., P.O. Box 3025\nLancaster, PA 17604\n717.672.9611"} +{"idx": 37, "level": 1, "span": "-1"} +{"idx": 37, "level": 1, "span": "EXHIBIT B"} +{"idx": 37, "level": 2, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 37, "level": 2, "span": "2016 LONG-TERM INCENTIVE PLAN"} +{"idx": 37, "level": 2, "span": "PERFORMANCE-BASED RESTRICTED STOCK GRANT"} +{"idx": 37, "level": 0, "span": "TERMS AND CONDITIONS\n1.Grant.\n(a)    Subject to the terms set forth below, Armstrong Flooring, Inc. (the “Company”) has granted to the designated employee (the “Grantee”) an award of performance-based restricted stock (the “Performance Shares”) as specified in the 2017 Long-Term Performance-Based Restricted Stock Grant Letters to which these Grant Conditions relate (the “Grant Letters”). Each Grant Letter specifies a Target Award and the Maximum Award granted as of the Date of Grant, subject to restrictions as set forth herein. The “Date of Grant” is March 7, 2017. The Performance Shares are shares of common stock of the Company (“Company Stock”).\n(b)    The Performance Shares shall be earned and vested if and to the extent that the Cumulative Free Cash Flow, Cumulative EBITDA and Absolute TSR performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met. The “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019.\n(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters. This grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan.\n2.    Performance Goals; Vesting.\n(a)    The Grantee shall earn and vest in a number of Performance Shares based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through the Vesting Date (as defined below). The Performance Goals shall be earned based on attainment of the Performance Goals as determined by the Management Development and Compensation Committee of the Company (the “Committee”), and the Performance Shares shall vest to the extent the Performance Goals are earned as determined by the Committee, provided that the Grantee is employed by the Employer on the Vesting Date.\n(b)    After the end of the Performance Period, the Committee will determine whether and to what extent the Performance Goals have been met and will certify the amount, if any, earned with respect to the Performance Shares. The Grantee can earn up\nto the Maximum Award based on attainment of the Performance Goals, as set forth in the Grant Letters.\n(c)    The “Vesting Date” is (i) if no Change in Control occurs, the date on which the Committee certifies whether and to what extent the applicable Performance Goals have been met or (ii) in the event of a Change in Control, the vesting date described in Section 2(d) below. The Committee will certify attainment of the Performance Goals between April 1, 2020 and April 30, 2020 (or an earlier date in 2020 as determined by the Committee), except as provided in Section 2(d) with respect to a Change in Control.\n(d)    If a Change in Control occurs prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount earned with respect to the Performance Shares shall be determined by the Committee as of the date of the Change in Control, as described in the Grant Letters. If the Change in Control occurs on or before December 31, 2019, the earned Performance Shares will vest on December 31, 2019, subject to the Grantee’s continued employment through December 31, 2019. If the Change in Control occurs during the 60 trading day period following the end of the Performance Period, the earned Performance Shares will vest on the date of the Change in Control, subject to the Grantee’s continued employment through the date of the Change in Control. Notwithstanding the foregoing, if the Performance Shares are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Shares shall vest as of the date of the Change in Control.\n(e)    No Performance Shares shall vest prior to the Committee’s certification of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Shares shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination.\n(f)    When the Performance Shares vest, the earned and vested Performance Shares shall cease to be subject to the restrictions of these Grant Conditions, other than the holding requirements of Section 7 below.\n3.    Restrictions on Assignment Before Vesting. During the period before the Performance Shares vest, the Performance Shares may not be assigned, transferred, pledged or otherwise disposed of by the Grantee, other than by will or the laws of descent and distribution. Any attempt to assign, transfer, pledge, subject to Performance Shares to any other security interest or otherwise dispose of the Performance Shares other than by will or the laws of descent and distribution, and the levy of any execution, attachment or similar process upon the Performance Shares, shall be null, void and without effect.\n4.    Termination of Employment.\n(a)    General Rule. Except as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Shares shall be forfeited as of the termination date and shall cease to be outstanding.\n(b)    Involuntary Termination before a Change in Control. If, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Shares based on the extent to which the Performance Goals are achieved for the Performance Period. The amount earned and vested shall be determined after the end of the Performance Period as described in Section 2. In the event of a subsequent Change in Control prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters and the earned Performance Shares shall vest on a pro-rata basis as of the date of the Change in Control. The pro-rated portion shall be determined by multiplying the number of Performance Shares earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation.\n(c)    Death or Long-Term Disability before a Change in Control. If, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Shares based on the extent to which the Performance Goals are achieved for the Performance Period. The amount earned and vested shall be determined after the end of the Performance Period as described in Section 2. In the event of a subsequent Change in Control prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters and the earned Performance Shares shall vest on a pro-rata basis as of the date of the Change in Control. The pro-rated portion shall be determined by multiplying the number of Performance Shares earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation.\n(d)    Involuntary Termination, Death and Long-Term Disability on or after a Change in Control. If the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Shares earned as of the Change in Control date as described in the Grant Letters. If the Grantee has a Change in Control Severance Agreement with the Company (“Change in Control Agreement”), on and after a Change in Control, the term “Involuntary Termination” shall have the meaning given a termination by the Company without Cause as defined in the Change in Control Agreement, and shall include without limitation a termination for Good Reason as defined in the Change in Control Agreement. The Grantee agrees that, subject to the immediately\npreceding sentence, if and to the extent that these Grant Conditions conflict with the terms of the Change in Control Agreement or any employment agreement between the Company and the Grantee, these Grant Conditions shall supersede the provisions of the Change in Control Agreement and employment agreement applicable to vesting of performance units on and after a Change in Control, notwithstanding anything in the Change in Control Agreement or employment agreement to the contrary.\n5.    Definitions. For purposes of these Grant Conditions and the Grant Letters:\n(a)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer.\n(b)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause.\n(c)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan.\n6.    Dividends. Dividends paid on Performance Shares shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Shares to which they relate. Dividends paid on Performance Shares before vesting shall be retained by the Company in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. If and to the extent that the underlying Performance Shares are forfeited, all related dividends shall also be forfeited. Earned and vested dividends shall be paid in cash in 2020 or, if earlier, upon termination of employment as described in Section 4(d) or upon a Change in Control if and as required by Section 4(b) or (c), as applicable, at the same time and subject to the same terms as the underlying Performance Shares vest; provided that if a Change in Control occurs that does not meet the requirements of a “change in the ownership or effective control or the ownership of a substantial portion of the assets” under section 409A of the Code (“409A CIC”) or, with respect to Section 4(d), if the Grantee’s termination of employment under Section 4(d) does not occur within two years after a 409A CIC, the earned and vested dividends shall be paid in 2020, if required by Section 409A.\n7.    Holding Requirement. Any Performance Shares that are earned in excess of the applicable Target Award must be held by the Grantee for one year following the Vesting Date (the “Holding Period”) and may not be assigned, transferred, pledged or otherwise disposed of by the Grantee, other than by will or the laws of descent and distribution, during the Holding Period. However, if the Grantee’s employment with the Employer terminates for any reason, or a Change in Control occurs, the holding requirement of this\nSection 7 shall lapse as of the date of the Grantee’s termination of employment or the Change in Control, as applicable.\n8.    Stock Power; Stock Certificates. The Committee may require the Grantee to deliver a duly signed stock power, endorsed in blank, relating to the Performance Shares. Stock certificates representing the Performance Shares may be issued by the Company and held until the Performance Shares vest, the Company may hold non-certificated shares until the Performance Shares vest, or the Company may register the shares by book-entry. If certificates are issued, each certificate for a Performance Share shall contain a legend giving appropriate notice of the restrictions in the grant. The Grantee shall be entitled to have the legend removed when the Performance Shares vest. The obligation of the Company to remove the legend on the certificates representing the vested Performance Shares upon vesting shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriately to comply with relevant securities laws and regulations.\n9.    No Right to Continued Employment. The grant of Performance Shares shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time.\n10.    Incorporation of Plan by Reference. The Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Shares constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Shares shall be final and binding on the Grantee and any other person claiming an interest in the Performance Shares.\n11.    Withholding Taxes. The Employer shall have the right to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes required by law to be withheld with respect to the Performance Shares. The Employer will withhold shares of Company Stock hereunder to satisfy the tax withholding obligation, unless the Grantee provides a payment to the Employer to cover such Taxes, in accordance with procedures established by the Committee. Unless the Committee determines otherwise, the share withholding amount shall not exceed the Grantee’s minimum applicable tax withholding amount.\n12.    Company Policies. All amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time.\n13.    Assignment. The Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell,\nassign, transfer, pledge or otherwise dispose of the Performance Shares, except to a successor grantee in the event of the Grantee’s death.\n14.    Section 409A. The Grant Letters and these Grant Conditions are intended to be exempt from section 409A of the Code. Notwithstanding the foregoing, if the Performance Shares or related dividends constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Shares and related dividends shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder, consistent with Section 20(h) of the Plan.\n15.    Successors. The provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event.\n16.    Governing Law. The validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle."} +{"idx": 37, "level": 4, "span": "* * *"} +{"idx": 37, "level": 4, "span": "(a)    Subject to the terms set forth below, Armstrong Flooring, Inc\n(the “Company”) has granted to the designated employee (the “Grantee”) an award of performance-based restricted stock (the “Performance Shares”) as specified in the 2017 Long-Term Performance-Based Restricted Stock Grant Letters to which these Grant Conditions relate (the “Grant Letters”). Each Grant Letter specifies a Target Award and the Maximum Award granted as of the Date of Grant, subject to restrictions as set forth herein. The “Date of Grant” is March 7, 2017. The Performance Shares are shares of common stock of the Company (“Company Stock”)."} +{"idx": 37, "level": 4, "span": "(b)    The Performance Shares shall be earned and vested if and to the extent that the Cumulative Free Cash Flow, Cumulative EBITDA and Absolute TSR performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met\nThe “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019."} +{"idx": 37, "level": 4, "span": "(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters\nThis grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan."} +{"idx": 37, "level": 3, "span": "2.    Performance Goals; Vesting."} +{"idx": 37, "level": 4, "span": "(a)    The Grantee shall earn and vest in a number of Performance Shares based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through the Vesting Date (as defined below)\nThe Performance Goals shall be earned based on attainment of the Performance Goals as determined by the Management Development and Compensation Committee of the Company (the “Committee”), and the Performance Shares shall vest to the extent the Performance Goals are earned as determined by the Committee, provided that the Grantee is employed by the Employer on the Vesting Date."} +{"idx": 37, "level": 4, "span": "(b)    After the end of the Performance Period, the Committee will determine whether and to what extent the Performance Goals have been met and will certify the amount, if any, earned with respect to the Performance Shares\nThe Grantee can earn up"} +{"idx": 37, "level": 4, "span": "(c)    The “Vesting Date” is (i) if no Change in Control occurs, the date on which the Committee certifies whether and to what extent the applicable Performance Goals have been met or (ii) in the event of a Change in Control, the vesting date described in Section 2(d) below\nThe Committee will certify attainment of the Performance Goals between April 1, 2020 and April 30, 2020 (or an earlier date in 2020 as determined by the Committee), except as provided in Section 2(d) with respect to a Change in Control."} +{"idx": 37, "level": 4, "span": "(d)    If a Change in Control occurs prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount earned with respect to the Performance Shares shall be determined by the Committee as of the date of the Change in Control, as described in the Grant Letters\nIf the Change in Control occurs on or before December 31, 2019, the earned Performance Shares will vest on December 31, 2019, subject to the Grantee’s continued employment through December 31, 2019. If the Change in Control occurs during the 60 trading day period following the end of the Performance Period, the earned Performance Shares will vest on the date of the Change in Control, subject to the Grantee’s continued employment through the date of the Change in Control. Notwithstanding the foregoing, if the Performance Shares are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Shares shall vest as of the date of the Change in Control."} +{"idx": 37, "level": 4, "span": "(e)    No Performance Shares shall vest prior to the Committee’s certification of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Shares shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination."} +{"idx": 37, "level": 4, "span": "(f)    When the Performance Shares vest, the earned and vested Performance Shares shall cease to be subject to the restrictions of these Grant Conditions, other than the holding requirements of Section 7 below."} +{"idx": 37, "level": 3, "span": "3.    Restrictions on Assignment Before Vesting\nDuring the period before the Performance Shares vest, the Performance Shares may not be assigned, transferred, pledged or otherwise disposed of by the Grantee, other than by will or the laws of descent and distribution. Any attempt to assign, transfer, pledge, subject to Performance Shares to any other security interest or otherwise dispose of the Performance Shares other than by will or the laws of descent and distribution, and the levy of any execution, attachment or similar process upon the Performance Shares, shall be null, void and without effect."} +{"idx": 37, "level": 3, "span": "4.    Termination of Employment."} +{"idx": 37, "level": 4, "span": "(a)    General Rule\nExcept as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Shares shall be forfeited as of the termination date and shall cease to be outstanding."} +{"idx": 37, "level": 4, "span": "(b)    Involuntary Termination before a Change in Control\nIf, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Shares based on the extent to which the Performance Goals are achieved for the Performance Period. The amount earned and vested shall be determined after the end of the Performance Period as described in Section 2. In the event of a subsequent Change in Control prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters and the earned Performance Shares shall vest on a pro-rata basis as of the date of the Change in Control. The pro-rated portion shall be determined by multiplying the number of Performance Shares earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation."} +{"idx": 37, "level": 4, "span": "(c)    Death or Long-Term Disability before a Change in Control\nIf, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Shares based on the extent to which the Performance Goals are achieved for the Performance Period. The amount earned and vested shall be determined after the end of the Performance Period as described in Section 2. In the event of a subsequent Change in Control prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters and the earned Performance Shares shall vest on a pro-rata basis as of the date of the Change in Control. The pro-rated portion shall be determined by multiplying the number of Performance Shares earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation."} +{"idx": 37, "level": 4, "span": "(d)    Involuntary Termination, Death and Long-Term Disability on or after a Change in Control\nIf the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Shares earned as of the Change in Control date as described in the Grant Letters. If the Grantee has a Change in Control Severance Agreement with the Company (“Change in Control Agreement”), on and after a Change in Control, the term “Involuntary Termination” shall have the meaning given a termination by the Company without Cause as defined in the Change in Control Agreement, and shall include without limitation a termination for Good Reason as defined in the Change in Control Agreement. The Grantee agrees that, subject to the immediately"} +{"idx": 37, "level": 3, "span": "5.    Definitions\nFor purposes of these Grant Conditions and the Grant Letters:"} +{"idx": 37, "level": 4, "span": "(a)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer."} +{"idx": 37, "level": 4, "span": "(b)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause."} +{"idx": 37, "level": 4, "span": "(c)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan."} +{"idx": 37, "level": 3, "span": "6.    Dividends\nDividends paid on Performance Shares shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Shares to which they relate. Dividends paid on Performance Shares before vesting shall be retained by the Company in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. If and to the extent that the underlying Performance Shares are forfeited, all related dividends shall also be forfeited. Earned and vested dividends shall be paid in cash in 2020 or, if earlier, upon termination of employment as described in Section 4(d) or upon a Change in Control if and as required by Section 4(b) or (c), as applicable, at the same time and subject to the same terms as the underlying Performance Shares vest; provided that if a Change in Control occurs that does not meet the requirements of a “change in the ownership or effective control or the ownership of a substantial portion of the assets” under section 409A of the Code (“409A CIC”) or, with respect to Section 4(d), if the Grantee’s termination of employment under Section 4(d) does not occur within two years after a 409A CIC, the earned and vested dividends shall be paid in 2020, if required by Section 409A."} +{"idx": 37, "level": 3, "span": "7.    Holding Requirement\nAny Performance Shares that are earned in excess of the applicable Target Award must be held by the Grantee for one year following the Vesting Date (the “Holding Period”) and may not be assigned, transferred, pledged or otherwise disposed of by the Grantee, other than by will or the laws of descent and distribution, during the Holding Period. However, if the Grantee’s employment with the Employer terminates for any reason, or a Change in Control occurs, the holding requirement of this"} +{"idx": 37, "level": 3, "span": "8.    Stock Power; Stock Certificates\nThe Committee may require the Grantee to deliver a duly signed stock power, endorsed in blank, relating to the Performance Shares. Stock certificates representing the Performance Shares may be issued by the Company and held until the Performance Shares vest, the Company may hold non-certificated shares until the Performance Shares vest, or the Company may register the shares by book-entry. If certificates are issued, each certificate for a Performance Share shall contain a legend giving appropriate notice of the restrictions in the grant. The Grantee shall be entitled to have the legend removed when the Performance Shares vest. The obligation of the Company to remove the legend on the certificates representing the vested Performance Shares upon vesting shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriately to comply with relevant securities laws and regulations."} +{"idx": 37, "level": 3, "span": "9.    No Right to Continued Employment\nThe grant of Performance Shares shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time."} +{"idx": 37, "level": 3, "span": "10.    Incorporation of Plan by Reference\nThe Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Shares constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Shares shall be final and binding on the Grantee and any other person claiming an interest in the Performance Shares."} +{"idx": 37, "level": 3, "span": "11.    Withholding Taxes\nThe Employer shall have the right to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes required by law to be withheld with respect to the Performance Shares. The Employer will withhold shares of Company Stock hereunder to satisfy the tax withholding obligation, unless the Grantee provides a payment to the Employer to cover such Taxes, in accordance with procedures established by the Committee. Unless the Committee determines otherwise, the share withholding amount shall not exceed the Grantee’s minimum applicable tax withholding amount."} +{"idx": 37, "level": 3, "span": "12.    Company Policies\nAll amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time."} +{"idx": 37, "level": 3, "span": "13.    Assignment\nThe Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell,"} +{"idx": 37, "level": 3, "span": "14.    Section 409A\nThe Grant Letters and these Grant Conditions are intended to be exempt from section 409A of the Code. Notwithstanding the foregoing, if the Performance Shares or related dividends constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Shares and related dividends shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder, consistent with Section 20(h) of the Plan."} +{"idx": 37, "level": 3, "span": "15.    Successors\nThe provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event."} +{"idx": 37, "level": 3, "span": "16.    Governing Law\nThe validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle."} +{"idx": 38, "level": 0, "span": "CONSULTING SERVICES AGREEMENT"} +{"idx": 38, "level": 1, "span": "THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is made effective as of April 24__, 2017 (the “Effective Date”) by and between SAVARA INC., a Delaware corporation having a principal place of business at 900 S. Capital of Texas Highway, Suite 150, Austin, Texas 78746 USA (“Savara”), and Edwin L Parsley, DO, an individual having a principal place of business at 3972 Albatross #303, San Diego, CA 92103 (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”)."} +{"idx": 38, "level": 1, "span": "BACKGROUND:"} +{"idx": 38, "level": 1, "span": "A."} +{"idx": 38, "level": 1, "span": "Pursuant to that certain Agreement and Plan of Merger and Reorganization, dated January 6, 2017, by and among Mast Therapeutics, Inc. (“Mast”), Victoria Merger Corp. (“Merger Sub”), a wholly-owned subsidiary of Mast, and Savara Inc., on or about April 21, 2017, Merger Sub merged with and into Savara, with Savara becoming a wholly-owned subsidiary of Mast (the “Merger”), and concurrently with the Merger, Mast changed its name to “Savara Inc.” and Savara Inc., the wholly-owned subsidiary, changed its name to “[Aravas Inc.]”"} +{"idx": 38, "level": 1, "span": "B."} +{"idx": 38, "level": 1, "span": "Prior to the Merger, Consultant served as Mast and Aire’s Chief Medical Officer and has expertise relevant to Savara’s business."} +{"idx": 38, "level": 1, "span": "C."} +{"idx": 38, "level": 1, "span": "Savara now desires to engage Consultant to provide services, and Consultant is willing to perform such services, on and subject to the terms and conditions set forth in this Agreement."} +{"idx": 38, "level": 1, "span": "NOW, THEREFORE, intending to be legally bound, and in consideration of the mutual promises contained herein, the Parties agree as follows:"} +{"idx": 38, "level": 2, "span": "1.Consulting Services.\n1.1.Consultant will provide the services described on the attached Schedule A (the “Services”) to Savara and its Affiliates (as defined in Section 10.2 below).  If mutually agreed upon in writing by amendment to this Agreement, Consultant also will perform as part of the Services other services and duties assigned by Savara to Consultant from time to time.  Consultant will report to Savara’s Chief Operating Officer (“COO”) or his designee.\n1.2.When providing the Services, Consultant will comply with Savara’s policies, standards, rules, and regulations, as they may exist from time to time and that are applicable to independent contractors.  Consultant will perform the Services to the best of his abilities and in a diligent, trustworthy, businesslike, and efficient manner, exercising due care in the performance of Services and rendering them in accordance with prevailing professional standards and ethics.\n1.3.Consultant has no authority to enter into any contracts or instruments, or to create any obligations that are binding upon Savara."} +{"idx": 38, "level": 2, "span": "2.Compensation.\n2.1.Compensation.  As compensation for the Services, Savara will pay to Consultant the amounts specified in the attached Schedule B to this Agreement. All payments provided for under this Agreement are intended to be exempt from or otherwise comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and\nguidance thereunder (together, “Section 409A”) so that none of the payments to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Each payment under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.\n2.2.Payments.  Payments due to Consultant under this Agreement will be made at the times specified in the attached Schedule B to this Agreement.  Invoices are to be submitted together with all appropriate supporting documentation to via e-mail to accountspayable@savarapharma.com.  Upon Savara’s request, Consultant will submit a copy of the invoice and any supporting documentation to Savara at the address set forth in this Agreement, Attention: Account Payable.\n2.3.Withholdings.  Consultant will at all times be an independent contractor and not an agent or employee of Savara.  As such, Consultant acknowledges that Savara will not withhold or deduct any amount from compensation to pay any federal, state, or local taxes and Consultant will not be eligible for any employee benefits, including, but not limited to, paid time off, sick leave, medical insurance, and 401k participation.  Consultant has sole responsibility to and will pay taxes, if any, and file returns as are required in accordance with applicable laws and regulations.\n2.4.Company Equipment.  While consultant will be expected to provide their own equipment, Savara in its discretion will provide access to certain company-owned laptop computer and other equipment and software to Consultant for use in provision of Services, in which event the computer, related software and equipment will remain the property of Savara and Consultant will use the assigned items for Savara business exclusively.  Upon expiration or termination of this Agreement, Consultant promptly will return the items to Savara if requested."} +{"idx": 38, "level": 2, "span": "3.Expenses.  Savara will reimburse Consultant for reasonable “out-of-pocket” expenses ordinary and necessary in nature, including mileage at the standard IRS rate, which Consultant incurs at Savara’s request in the course of performing the Services.  Reimbursement payments are subject to Consultant’s compliance with Savara’s policies in effect from time to time regarding travel, entertainment, and other business expenses and the reporting and documentation of expenses.  Air travel will be economy plus (or similar class) within the continental United States and otherwise will be business class."} +{"idx": 38, "level": 2, "span": "4.Term and Termination.  Consultant’s engagement under this Agreement commences on the Effective Date and will continue through December 31, 2017, unless extended as mutually agreed upon in writing by amendment to this Agreement.  This Agreement may be terminated at any time by either Party upon thirty (30) days prior written notice.  Upon the earlier termination of this Agreement for any reason, Savara will be liable only for payment of compensation for Services rendered and reimbursement of expenses properly incurred through the effective date of termination. The provisions of Sections 2, 3, and 6 through 10 will survive the expiration or termination of this Agreement."} +{"idx": 38, "level": 2, "span": "5.Other Business Activities.  Consultant covenants, represents, and warrants to Savara that, as of the Effective Date, Consultant is not engaged, directly or indirectly, in any other business or activity that might materially interfere with the ability to render the Services."} +{"idx": 38, "level": 2, "span": "6.Trade Secrets and Confidential Information.\n6.1.Consultant acknowledges that Consultant will have access to, or become acquainted with, Confidential Information and Trade Secrets (as these terms are defined below).  As a material inducement to Savara to enter into this Agreement, and in acknowledgement of good and valuable consideration to be received by Consultant under this Agreement, Consultant agrees as follows:\n(a)The Trade Secrets and Confidential Information are the sole and exclusive property of Savara (or a third party providing the information to Savara).  Savara (or the third party, if applicable) owns all worldwide rights to the information under patent, copyright, trade secret, confidential information or other property right.\n(b)The disclosure of Trade Secrets and Confidential Information by Savara to Consultant does not confer upon Consultant any license, interest, or rights of any kind in or to the Trade Secrets or Confidential Information.  Consultant may use the Trade Secrets and Confidential Information solely to benefit Savara and only during the Term.\n(c)Except to perform Services for Savara under this Agreement or with Savara’s prior written consent, Consultant:\n(i)will not directly or indirectly or in any manner, divulge, disclose, or communicate any Confidential Information to any third party,\n(ii)will hold Trade Secrets and Confidential Information in confidence,\n(iii)will not use Trade Secrets or Confidential Information for any purpose other than solely to provide Services, and\n(iv)will not, directly or indirectly, in any form, by any means, or for any purpose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble or transfer, or use, the Trade Secrets or the Confidential Information, or any portion of either, to benefit Consultant or any third party.\n(d)Consultant will return or destroy (with written confirmation of destruction provided upon request) the Trade Secrets and Confidential Information that are in Consultant’s possession or control to Savara, together with all copies, documents, records, notebooks, programs and similar items, collections, and materials (in writing, electronic, or otherwise) that relate to the Confidential Information or Trade Secrets:\n(i)upon Savara’s request, and\n(ii)immediately upon expiration or termination of this Agreement.\n6.2.For purposes of this Agreement, the following terms have the meanings set forth below:\n(a)“Confidential Information” means information, other than Trade Secrets, that Savara treats as confidential.  Without limiting the generality of the foregoing, Confidential Information includes information regarding Savara’s equipment, products and product mix, prices and pricing policies, costs, future plans, business affairs and strategies, contracts and licenses, copyrights and patents, advertising and promotional strategies and campaigns, distribution strategies, methods of doing business and the terms and conditions of this Agreement.  Confidential Information does not include information that is readily available to the public (other than because of Consultant’s unauthorized disclosure) or otherwise legally available to Consultant on a non-confidential basis.\n(b)“Trade Secrets” means information, without regard to form, of Savara or its existing or prospective licensors, licensees, customers, or suppliers (including technical or nontechnical data, formulas, patterns, and customer purchasing practices), compilations (including compilations of customer information), programs (including\ncomputer programs and models), devices, methods, techniques, drawings, processes, financial data (including sales forecasts, sales histories, and budgets), financial plans, business plans, product plans, or lists of actual or potential licensors, licensees, customers, or suppliers (including identifying information about those licensors, licensees, customers, and suppliers), whether or not reduced to writing, that:\n(i)derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, or\n(ii)is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.\n6.3.Consultant obligations under this Agreement with regard to Trade Secrets will remain in effect for as long as that information remains a trade secret under applicable law.  Consultant’s obligations under this Agreement with regard to Confidential Information will remain in effect during the Term and for a period of three (3) years after the expiration or termination of this Agreement.\n6.4.In connection with the Services, Savara may provide or Consultant may gain access to information about investigators or subjects in Savara clinical studies. This may include information that can be used by itself or in combination with other available information to identify a specific individual (“Personal Data”).  Consultant shall respect the privacy of the investigators and study subjects and covenants that:\n(a)In the performance of Services, Consultant will comply with all applicable national, regional, and local laws relating to information privacy.\n(b)Consultant will comply with the obligations of confidentiality pursuant to this Section 6 with respect to all Personal Data.\n(c)Consultant will use electronic, physical, and other safeguards appropriate to the nature of the information to prevent any use or disclosure of Personal Data in its possession other than as provided for by this Agreement.\n(d)After completion of Services or termination of this Agreement, Consultant will, at Savara’s option, either destroy (with written confirmation of destruction provided upon request) or return any Personal Data in Consultant’s possession."} +{"idx": 38, "level": 2, "span": "7.Non-Solicitation.  As a material inducement to Savara to enter into this Agreement, and in acknowledgement of good and valuable consideration to be received by Consultant under this Agreement, Consultant agrees as follows:\n7.2.Personal Solicitation.  During the Term and for one (1) year after the expiration or termination of this Agreement, Consultant will not, for any reason (whether on its own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), directly or indirectly, solicit or encourage any person who is an employee or independent contractor of Savara to leave Savara’s employment or service.\n7.3.Disparagement.  Consultant will not, at any time during the Term or after the expiration or termination of this Agreement, make false or misleading statements about Savara or its products, management, employees, customers, or suppliers."} +{"idx": 38, "level": 2, "span": "8.Intellectual Property.\n8.1.As a material inducement to Savara to enter into this Agreement, and in acknowledgement of good and valuable consideration to be received by Consultant under this Agreement, Consultant acknowledges and agrees that the provision of Services may provide the opportunity for conceiving or reducing to practice developments, discoveries, methods, processes, designs, inventions, ideas, or improvements related to the Business (collectively, “Work Product”).  Consultant will promptly report and disclose to Savara in writing all Work Product that Consultant conceives, makes, implements, or reduces to practice, whether alone or acting with others, during the Term, that are developed:\n(a)while providing Services on Savara’s time, or\n(b)while utilizing, directly or indirectly, Savara’s equipment, supplies, facilities, Confidential Information, Trade Secrets, or other assets.\n8.2.Consultant acknowledges and agrees that all Work Product is Savara’s sole and exclusive property.  Consultant will assign, and automatically assigns, without further consideration or action, to Savara all rights, title, and interest in and to all Work Product.\n8.3.Definitions.  “Business” means the business of developing and marketing pharmaceutical products in the Field, except that this definition will change, without further action by the Parties, to reflect any change in the nature of Savara’s business during the Term.  “Field” means inhalation therapies for patients with rare pulmonary conditions."} +{"idx": 38, "level": 2, "span": "9.Equitable Relief.\n9.1Consultant acknowledges and agrees that:\n(a)it has carefully read and considered Sections 6 through 8 and, having done so, expressly acknowledges and agrees that the restrictions set forth in those Sections are fair and reasonable and are reasonably required to protect Savara’s interests and the confidential nature of the Confidential Information and the Trade Secrets,\n(b)Sections 6 through 8 will not cause undue hardship or unreasonably interfere with Consultant’s ability to earn a livelihood,\n(c)the Confidential Information and Trade Secrets are unique to Savara’s business, and Savara would not reveal them to Consultant but for Consultant's willingness to agree to the restrictions set forth in this Agreement,\n(d)a breach of any of the provisions of Sections 6 through 8 might cause irreparable harm and damage to Savara,\n(e)Sections 6 through 8 will be construed as agreements independent of any other provision of this Agreement or any other agreement between the Parties, and\n(f)the existence of any claim or cause of action by Consultant against Savara, whether predicated upon this Agreement or any other agreement, will not constitute a defense to Savara’s enforcement of Sections 6 through 8.\n9.2.If Consultant breaches any of the provisions of Sections 6 through 8, Savara will be entitled to injunctive relief, specific performance, or any other equitable remedy that a court of competent jurisdiction may provide (without posting any bond), in addition to any other remedies available at law or in equity.  In this event, Consultant expressly waives the defense that a remedy in damages will be adequate.\n9.3.The Parties intend that nothing contained in this Section 9 be construed to limit Savara’s right to any remedies at law or in equity, including the recovery of damages for Consultant’s breach of this Agreement."} +{"idx": 38, "level": 2, "span": "10.Miscellaneous.\n10.1.Expenses.  Savara and Consultant will each bear their own fees, costs, and expenses they incur with respect to the preparation, negotiation, and completion of this Agreement.\n10.2.Assignment and Change of Control; Binding Effect.  This Agreement and its rights, privileges, and obligations may not be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided, however, that Savara may assign without consent this Agreement and its rights, privileges, and obligations (i) to an Affiliate (as defined in Section 10.2(a) below) (ii) in connection with a merger, consolidation, or sale of substantially all of its assets to an unrelated third party, or (iii) in connection with a Change of Control (as defined in Section 10.2(b) below).  In the event of a Change of Control, written notification shall be required but not consent.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.\n(a)“Affiliate” shall mean any corporation, company, partnership, or other entity which controls, is controlled by, or is under common control with Savara.  An entity shall be regarded as in control of another entity if it directly or indirectly owns or controls fifty percent (50%) or more of the voting stock or other ownership interest of the other entity, or if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other entity or the power to elect or appoint fifty percent (50%) or more of the members of the governing body of the other entity.\n(b)“Change of Control” shall mean acquisition by a third party of fifty percent (50%) or more of the voting equity interests of Savara, or transfer to a third party of Effective Control (as defined in the following sentence) of Savara as a result of any other transaction. “Effective Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.  Notwithstanding applicability of the foregoing, an entity which shall be consolidated pursuant to United States Generally Accepted Accounting Principles (GAAP), as they exist from time to time, consistently applied, with Savara shall be deemed under Effective Control for purposes of this Agreement.\n10.3.Severability.  Whenever possible, the Parties intend that each provision of this Agreement be interpreted to be effective and valid under applicable law.  If a court of competent jurisdiction holds any provision to be prohibited by or invalid under applicable law, the provision will be ineffective only to the extent of the prohibition or invalidity, without affecting the rest of this Agreement.  But the Parties do not intend this severability if it would materially change the economic benefits of this Agreement to any Party.\n10.4.Counterparts.  The Parties may execute this Agreement simultaneously in two or more counterparts (including facsimile copies), any one of which need not contain the signatures of more than one Party, but all the counterparts taken together will constitute one and the same Agreement.\n10.5.Descriptive Headings; Interpretation.  The descriptive headings of this Agreement exist for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement means by way of example rather than by\nlimitation.\n10.6.Governing Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California.\n10.7.Notices.  All notices, demands or other communications to be given or delivered under or by reason of this Agreement must be in writing and will be deemed to have been given when (a) delivered personally to the recipient, (b) sent to the recipient by reputable overnight courier service (charges prepaid), or (c) mailed to the recipient by certified or registered mail, return receipt requested, and postage prepaid.  These notices, demands and other communications will be sent to Savara and Consultant (to the attention of the individuals named below) at the addresses indicated above or another address as specified by the receiving Party in prior written notice to the sending Party.\n10.8.No Strict Construction.  The Parties have participated jointly in the negotiation and drafting of this Agreement.  If any ambiguity or question of intent or interpretation arises, the Parties intend that (a) this Agreement be construed as if they had jointly drafted it and (b) no presumption or burden of proof arise favoring or disfavoring any Party by virtue of its role in drafting any provision of this Agreement.\n10.9.Entire Agreement.  Schedule A and Schedule B attached to this Agreement are incorporated by reference.  This Agreement constitutes the full and entire understanding and agreement between the Parties concerning the subject matter set forth in this Agreement. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.  The Parties agree that this Agreement shall be considered signed and delivered when the signature of a Party is delivered by scanned image (e.g., portable document format (PDF)) or facsimile, which scanned image or facsimile shall be treated in all respects as having the same effect as an original signature.\n10.10.Amendment.  No modification of this Agreement shall be effective unless made in writing and executed and delivered by a duly authorized representative of each Party.\n10.11.Waivers, Delays, or Omissions.  Except as expressly provided in this Agreement: (a) no delay or omission to exercise any right, power or remedy accruing to any Party upon any breach or default of any other Party will (i) impair the non-defaulting Party’s rights, powers or remedies, or (ii) constitute a waiver of, or acquiescence in, the breach or default or any subsequent similar breach or default, and (b) no waiver of any breach or default will constitute a waiver of any previous or subsequent similar breach or default.  Any Party’s waiver, permit, consent or approval concerning any breach, default, provision or condition of or under this Agreement must be in writing and will be effective only to the extent specifically set forth in the writing.  All remedies, whether under this Agreement, applicable law, or otherwise, will be cumulative and not alternative.\n10.12.General Indemnification.  Savara agrees to defend, indemnify, and hold harmless Consultant from any claims, demands, suits, and actions in law or in equity arising out of or in reference to the Services, including reasonable attorney’s fees incurred in connection therewith, except that Savara will not be so obligated nor liable to the extent of any claims arising out of or in reference to fraud or willful misconduct of Consultant."} +{"idx": 38, "level": 1, "span": "IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the Effective Date."} +{"idx": 38, "level": 1, "span": "[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK;"} +{"idx": 38, "level": 1, "span": "THE SIGNATURE PAGE IMMEDIATELY FOLLOWS]"} +{"idx": 39, "level": 1, "span": "RODIN GLOBAL PROPERTY TRUST, INC."} +{"idx": 39, "level": 1, "span": "ESCROW AGREEMENT"} +{"idx": 39, "level": 0, "span": "THIS\nESCROW AGREEMENT \n(this “Agreement”), is made and entered into as of March 23, 2017, by and among Rodin Global Property Trust, Inc., a Maryland corporation (the “Company”), Cantor Fitzgerald & Co.,\na New York general partnership, as dealer manager for the Company (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent (the “Escrow Agent”). "} +{"idx": 39, "level": 1, "span": "WHEREAS\n, the Company proposes to offer for sale (the “Offering”), on a continuing basis, up to $1,000,000,000 in\nClass A shares, Class I shares and Class T shares of the Company’s common stock, par value $0.01 per share (collectively, the “Shares”) (excluding the shares of its common stock to be offered and sold pursuant to\nthe Company’s distribution reinvestment plan), pursuant to the terms of the prospectus (the “Prospectus”) attached hereto as Exhibit A and contained in the registration statement on Form S-11 (File 333-214130), as amended, originally filed with the Securities and Exchange Commission on October 17, 2016 under the Securities Act of 1933; "} +{"idx": 39, "level": 1, "span": "WHEREAS\n, the Dealer Manager is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc.\n(“FINRA”) and has entered into an agreement with the Company and Cantor Fitzgerald Investors, LLC to serve as the dealer manager for the Offering (the “DMA”) and will offer the Shares through a network of\nparticipating broker-dealers that are registered under applicable federal and state securities laws and that are members of FINRA (the “Dealers”); "} +{"idx": 39, "level": 1, "span": "WHEREAS\n, it is anticipated that investors will subscribe for the Shares and will provide the Dealers with subscription payments for\nsuch Shares (the “Subscription Payments”), which subscriptions will be contingent upon (i) their respective acceptances by the Company and (ii) the Company’s acceptance of Subscription Payments aggregating $2,000,000\n(the “Minimum Amount”) in Shares sold and deposited into escrow before one year from the date of the Prospectus; "} +{"idx": 39, "level": 1, "span": "WHEREAS\n, the Company, the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers desire to deposit funds\ncontributed by the Subscribers (as defined below) with the Escrow Agent, to be held for the benefit of the Subscribers (as defined below) and the Company until such time as subscriptions for the Minimum Amount have been deposited into escrow or\notherwise in accordance with the terms of this Agreement; "} +{"idx": 39, "level": 1, "span": "WHEREAS,\n funds received from residents of the Commonwealth of\nPennsylvania (the “Pennsylvania Subscribers”) will remain in the Escrow Account (as defined below) until the conditions of Section 5 have been satisfied; "} +{"idx": 39, "level": 1, "span": "WHEREAS, \nthe Escrow Agent has agreed to receive and hold in escrow all Subscription Payments until the earlier of (i) such time as\nsubscriptions for the Minimum Amount have been received and accepted by the Company or (ii) the close of business on the date exactly one year after the original effective date of the Prospectus (the Company shall provide written notice of such\ndate to the Escrow Agent) (the “Minimum Subscription Termination Date”), and to hold and distribute such Subscription Payments in accordance with the terms and conditions herein set forth; and "} +{"idx": 39, "level": 1, "span": "WHEREAS\n, the Escrow Agent is willing to accept appointment as the escrow agent for only the expressed duties, terms and conditions\noutlined herein. "} +{"idx": 39, "level": 1, "span": "NOW, THEREFORE\n, in consideration of the premises and agreements set forth herein, the parties hereto agree as\nfollows: "} +{"idx": 39, "level": 2, "span": "1. "} +{"idx": 39, "level": 4, "span": "Appointment of Escrow Agent. The Company and the Dealer Manager hereby\nappoint the Escrow Agent to serve as escrow agent, and the Escrow Agent hereby accepts such appointment, each in accordance with the terms of this Agreement. "} +{"idx": 39, "level": 2, "span": "2. "} +{"idx": 39, "level": 4, "span": "Subscription Payments. An investor subscribing to purchase Shares (the “Subscriber”) will be\ninstructed by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers to remit the purchase price in the form of checks, drafts or money orders (the “Payment Instruments”) payable to the order of, or\nfunds wired in favor of, “UMB Bank, N.A., as escrow agent for Rodin Global Property Trust, Inc.” or “UMB Bank, N.A., as escrow agent for Rodin Global Property Trust.” Such amounts shall be deposited into and held in a\nsubscription escrow (the “Escrow Account”) pending disbursement in accordance with this Agreement. The Escrow Agent agrees to maintain the funds contributed by the Pennsylvania Subscribers and in a manner in which they each may be\nseparately accounted for on the records of Escrow Agent so that the requirements of Section 5 of this Agreement can be met. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for\nPennsylvania subscription proceeds in the Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. After the Company meets the Minimum Amount, any investors (except\nPennsylvania Subscribers) will be instructed by the Dealer Manager or Dealers to make the purchase price payable to the order of, or funds wired in favor of “Rodin Global Property Trust, Inc.” or “Rodin Global Property Trust.”\nAny Payment Instrument not conforming to the foregoing instructions shall be returned to the Subscriber not later than the end of the next business day following receipt by the Dealer Manager (with respect to any sales made by the Dealer Manager) or\nthe Dealers of such Payment Instrument. Payment Instruments received by the Dealer Manager (with respect to any sales made by the Dealer Manager) which conform to the foregoing instructions shall be transmitted not later than the end of the next\nbusiness day following receipt by the Dealer Manager to the Escrow Agent or, after the Company has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions. Payment Instruments received by the Dealers which\nconform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (i) where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same\nlocation at which Payment Instruments are received from subscribers, then, not later than the end of the next business day following receipt by such Dealer, the Dealer will transmit the Payment Instrument to the Escrow Agent or, after the Company\nhas received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions; and (ii) where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different\nlocation (the “Final Review Office”), then Payment Instruments will be transmitted by such Dealer to the Final Review Office not later than the end of the next business day following receipt by such Dealer. The Final Review Office\nwill in turn, not later than the end of the next business day following receipt by the Final Review Office, transmit such Payment Instrument to the Escrow Agent or, after the Company has received and accepted the Minimum Amount, to the Company as\nindicated in the foregoing instructions. Such Subscription Payments shall be retained in the Escrow Account by the Escrow Agent and invested as set forth in Section 8 and shall be deposited within one (1) business day of receipt. The\nEscrow Agent shall have no responsibility with respect to any funds payable to the Company in accordance with the foregoing. \nThe Company\nhereby directs the Escrow Agent to provide DST Systems, Inc., the Company’s Transfer Agent, with all electronic files and information needed by the Transfer Agent to maintain ownership records for the Company’s Shares.\nIn the event that any Payment Instruments deposited in the Escrow Account prove uncollectible after the funds represented thereby have been\nreleased by the Escrow Agent to the Company, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver evidence of the uncollectible Payment Instrument to the\nCompany. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. Notwithstanding the foregoing, the Escrow Agent shall, upon\nwritten notice from the Company or the Dealer Manager that a Subscriber has rescinded his or her subscription, return to such Subscriber all Subscription Payments pertaining to such Subscriber, together with any earnings thereon during the period\nthat such payments were held by the Escrow Agent under this Agreement."} +{"idx": 39, "level": 2, "span": "3. "} +{"idx": 39, "level": 4, "span": "Subscriber Identity. All Subscription\nPayments deposited shall be considered the property of the Subscribers and shall be held for the benefit of such Subscribers and shall not be: (i) commingled with the monies or become an asset of the Company, (ii) subject to any claim by\nany affiliate of the Company, any associate of the Company or any underwriter or (iii) subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until released to the Company\nas hereinafter provided. The Escrow Agent will not use any information received by it for any purpose other than to fulfill its obligations as the Escrow Agent. The Escrow Agent agrees to treat all Subscriber information as confidential and to treat\nthe Subscriber’s identity and personal information as protected under the Gramm Leach-Bliley Act and the privacy standards and requirements of any other applicable federal or state law, and its own internal privacy policies and procedures, each\nas may be amended from time to time. "} +{"idx": 39, "level": 2, "span": "4. "} +{"idx": 39, "level": 4, "span": "Disbursement of Subscription Payments and Escrow Income. On a weekly basis\nup until the Minimum Subscription Termination Date, and at the end of the third business day following the Minimum Subscription Termination Date (and more frequently, if requested by the Company), the Escrow Agent shall notify the Company of the\namount of Subscription Payments received and collected (the “Collected Funds”) since the last report. If the Collected Funds are in an amount equal to or greater than the Minimum Amount at any time prior to the Minimum\nSubscription Termination Date, and the Company has delivered a written notice (the “Notice”) to the Escrow Agent stating that the Company has received Collected Funds for the Minimum Amount and the Dealer Manager has delivered\nwritten notice to the Escrow Agent stating that all of the conditions precedent to the release of the subscriptions from escrow pursuant to Section 6 of the DMA have been satisfied, then the Escrow Agent shall deliver the Collected Funds and\nall earnings thereon to the Company when and as directed by the Notice (other than funds received from Pennsylvania Subscribers, which cannot be released until the conditions of Section 5 have been met). After the Minimum Amount has been\nraised, the Escrow Account shall remain open for ten business days. At the close of business on the tenth business day following the date on which the Minimum Amount is raised, the Escrow Agent will close the Escrow Account. Subscription Payments\nreceived by the Escrow Agent after the Notice has been delivered to the Escrow Agent shall be transferred to the Company’s transfer agent for deposit into an account designated by the Company. \nIf the Collected Funds are not greater than or equal to the Minimum Amount on the Minimum Subscription Termination Date or the Company or\nDealer Manager has not provided the written notices to the Escrow Agent required by this Section 4 prior to or on the Minimum Subscription Termination Date, the Escrow Agent shall (i) notify the Company and the Dealer Manager immediately\nfollowing the Minimum Subscription Termination Date and (ii) promptly following the Minimum Subscription Termination Date refund directly to each of the Subscribers (including the Pennsylvania Subscribers pursuant to Section 5) all sums\npaid by the Subscribers, with a pro rata portion of any interest earned thereon.\nIn the event the Escrow Agent receives written\nnotice from the Company or the Dealer Manager that the Company or the Dealer Manager has rejected a Subscriber’s subscription, the Escrow Agent shall pay to the applicable Subscriber, within ten (10) business days after receiving notice of\nthe rejection, by first class United States Mail the Subscription Payment paid by the Subscriber for Shares and collected by the Escrow Agent, without interest and without deduction."} +{"idx": 39, "level": 2, "span": "5. "} +{"idx": 39, "level": 4, "span": "Distribution of the Funds from the Pennsylvania Subscribers.\nNotwithstanding anything to the contrary herein, funds maintained in the Escrow Account for the Pennsylvania Subscribers may only be disbursed to the Company in compliance with the provisions of this Section 5. The Escrow Agent shall continue\nto deposit funds received from the Pennsylvania Subscribers into the Escrow Account, until such time as the Company notifies the Escrow Agent in writing that total subscriptions (including amounts in the Escrow Account previously disbursed as\ndirected by the Company and the amounts then held in the Escrow Account) equal or exceed $50,000,000 (the “Pennsylvania Minimum”), whereupon the Escrow Agent shall disburse to the Company, at the Company’s request, the amount\nof such escrowed funds as the Company shall direct. However, the Escrow Agent shall not disburse those funds of a subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified by the Company, or otherwise\nin accordance with the Company’s written request. \nRegardless of any release of funds from the Escrow Account from Subscribers other\nthan Pennsylvania Subscribers, the Company, the Dealer Manager and the Dealers shall continue to forward Payment Instruments received from Pennsylvania Subscribers for deposit into the Escrow Account to the Escrow Agent until such time as the\nCompany notifies the Escrow Agent in writing that total subscription proceeds (including the amount then in the Escrow Account from Pennsylvania Subscribers) equal or exceed the Pennsylvania Minimum. Promptly after receipt by the Escrow Agent of\nsuch notice, the Escrow Agent shall (i) disburse to the Company, by check, ACH or wire transfer, the funds then in the Escrow Account representing the gross purchase price for the Shares from Pennsylvania Subscribers, and (ii) within five\nbusiness days after the first business day of the succeeding month, disburse to the Company any interest thereon. Following such disbursements, the Escrow Agent shall close the Escrow Account, and thereafter any Payment Instruments received by the\nEscrow Agent from Pennsylvania Subscribers shall not be subject to this Escrow Agreement.\nNotwithstanding anything to the contrary\nherein, if the Escrow Agent is not in receipt of evidence of subscriptions accepted on or before the close of business on such date that is 120 days after the effective date of the Offering (the “Initial Escrow Period”), and Payment\nInstruments dated not later than that date, for the purchase of Shares providing for total purchase proceeds from all sources not affiliated with the Company that equal or exceed the Pennsylvania Minimum, the Escrow Agent shall promptly notify the\nCompany. Thereafter, the Company shall send to each Pennsylvania Subscriber by certified mail within ten (10) calendar days after the end of the Initial Escrow Period a notification in the form of Exhibit B attached hereto. If, pursuant to such\nnotification, a Pennsylvania Subscriber requests the return of his or her subscription funds within ten (10) calendar days after receipt of the notification (the “Request Period”), the Company shall direct the Escrow Agent to,\nwithin ten (10) calendar days after receipt of such request, refund directly to each Pennsylvania Subscriber the collected funds deposited in the Escrow Account on behalf of such Pennsylvania Subscriber or shall return the Payment Instructions\ndelivered, but not yet processed for collection prior to such time, to the address for the Pennsylvania Suscriber provided by the Dealer Manager or the Company or their respective agents to the Escrow Agent, which the Escrow Agent shall be entitled\nto rely upon, together with interest income (which interest shall be paid within five business days after the first business day of the succeeding month). Notwithstanding the above, if the Escrow Agent has not received an executed Internal Revenue\nService (“IRS”) Form W-9 for such Pennsylvania Subscriber, the Escrow Agent shall thereupon remit an amount to such Pennsylvania Subscriber in accordance with the provisions hereof,\nwithholding the applicable percentage for backup withholding required by the Internal Revenue Code, as amended, and the regulations promulgated thereunder (the “Code”), from any interest income earned on subscription proceeds\nattributable to such Pennsylvania Subscriber. However, the Escrow Agent shall not be required to remit such payments until the Escrow Agent has collected funds represented by such payments.\nThe subscription funds of Pennsylvania Subscribers who do not request the return of their subscription funds within the Request Period shall\nremain in the Escrow Account for successive 120-day\nescrow periods (a “Successive Escrow Period”), each commencing automatically upon the termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall\nfollow the notification and payment procedure set forth in the immediately preceding paragraph above with respect to the Initial Escrow Period for each Successive Escrow Period until the occurrence of the earliest of (i) the Minimum\nSubscription Termination Date (if the Company has not received the Minimum Amount on or before the Minimum Subscription Termination Date), (ii) the receipt and acceptance by the Company of subscriptions for the purchase of Shares with total purchase\nproceeds that equal or exceed the Pennsylvania Minimum and the disbursement of the funds from Pennsylvania Subscribers from the Escrow Account on the terms specified herein, or (iii) all funds held in the Escrow Account from Pennsylvania\nSubscribers having been returned to the Pennsylvania Subscribers in accordance with the provisions hereof."} +{"idx": 39, "level": 2, "span": "6. "} +{"idx": 39, "level": 4, "span": "Duty and\nLiability of the Escrow Agent. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Subscription Payments and hold them subject to release, in accordance herewith, and the Escrow Agent shall be under no\nduty to determine whether the Company or the Dealer Manager is complying with requirements of this Agreement or the Prospectus in tendering to the Escrow Agent said proceeds of the sale of the Shares. The Escrow Agent shall have the right to perform\nany of its duties hereunder through its agents, attorneys, custodians or nominees. The Escrow Agent may conclusively rely upon and shall be protected in acting upon any statement, certificate, notice, request, consent, order or other document\nreasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other\ndocument, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first\nindemnified to its satisfaction. The Escrow Agent may consult and hire counsel in respect of any question arising under this Agreement, and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such\ncounsel. \nThe Escrow Agent is acting solely as escrow agent hereunder and owes no duties, covenants or obligations, fiduciary or\notherwise, to any other person by reason of this Agreement, except as otherwise stated herein, and no implied duties, covenants or obligations, fiduciary or otherwise, shall be read into this Agreement against the Escrow Agent. In no event shall the\nEscrow Agent be liable, directly or indirectly, for any (i) damages, losses or expenses arising out of the services provided hereunder, other than damages, losses or expenses which have been finally adjudicated to have directly resulted from\nthe Escrow Agent’s gross negligence or willful misconduct, or (ii) special, indirect or consequential losses or damages of any kind whatsoever (including without limitation lost profits), even if the Escrow Agent has been advised of the\npossibility of such losses or damages and regardless of the form of action. The parties agree that the Escrow Agent has no role in the preparation of the Prospectus or other Offering documents, has not reviewed any such documents and makes no\nrepresentations or warranties with respect to the information contained therein or omitted therefrom. The Escrow Agent agrees that it may be named in the Prospectus and Offering documents, solely to the extent necessary to describe this Agreement\nand the duties of the Escrow Agent herein. The Escrow Agent shall have no obligation, duty or liability with respect to compliance with any federal or state securities, disclosure or tax laws concerning the Offering documents or the issuance,\noffering or sale of the Shares. The Escrow Agent shall have no duty or obligation to monitor the application and use of the Subscription Payments once transferred to the Company, that being the sole obligation and responsibility of the Company. No\nprovision of this Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of its rights hereunder."} +{"idx": 39, "level": 2, "span": "7. "} +{"idx": 39, "level": 4, "span": "Escrow Agent Fee. The Escrow Agent shall be entitled to compensation for its services, as stated in the fee schedule\nattached hereto as Exhibit C, which compensation shall be paid by the \nCompany. Subject to the provisions of Section 11, the fee agreed upon for the services rendered hereunder in Exhibit C is intended as full compensation for the\nEscrow Agent’s services as contemplated by this Agreement; provided however, that if the Escrow Agent renders any material service not contemplated in this Agreement, the Escrow Agent shall be reasonably compensated for such\nextraordinary services and reimbursed for all reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees. Notwithstanding anything contained herein to the contrary, in no event\nshall any fee, reimbursement for costs and expenses, indemnification for damages incurred by the Escrow Agent or monies whatsoever be paid out of or chargeable to the income of assets of the Escrow Account. The Company’s obligations under this\nSection 7 shall survive the resignation or removal of the Escrow Agent and the assignment or termination of this Agreement."} +{"idx": 39, "level": 2, "span": "8. "} +{"idx": 39, "level": 4, "span": "Investment of Subscription Payments. The Escrow Agent shall invest all Subscription Payments in a UMB Bank, N.A. Money\nMarket Deposit Account, titled UMB Money Market Special, unless otherwise instructed in writing by the Company. \nAny interest received by\nthe Escrow Agent with respect to the Collected Funds, including reinvested interest, shall become part of the proceeds of the Escrow Account (the “Escrow Income”), and shall be disbursed to the Company if Collected Funds, including\ninterest earnings, total the Minimum Amount. If (a) the Offering terminates prior to receipt of the Minimum Amount, the Pennsylvania Minimum, or (b) one or more Pennsylvania Subscribers elects to have his or her subscription returned in\naccordance with paragraph 5, Escrow Income shall be remitted to the applicable Pennsylvania Subscribers at the addresses provided by the Dealer Manager or the Company or their respective agents to the Escrow Agent, which the Escrow Agent shall be\nentitled to rely upon, in accordance with paragraph 5 and without any deductions for escrow expenses. Any loss or expense incurred as a result of an investment or sale of investment will be borne by the Escrow Account.\nThe parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the\ninvestment of moneys held in the Escrow Account or the purchase, sale, retention or other disposition of any permitted investment.\nThe\nEscrow Agent is hereby authorized to execute purchases and sales of permitted investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent shall send statements to each of\nthe parties hereto on a monthly basis reflecting the account balance in the Escrow Account, the account balance of the funds in the Escrow Account from Pennsylvania Subscribers, activity in the Escrow Account and, separately, the activity involving\nPennsylvania Subscribers, for the preceding month. No statement need be rendered for the Escrow Account if no activity occurred for such month.\nThe Company and the Dealer Manager acknowledge and agree that the delivery of the escrowed property is subject to the sale and final\nsettlement of permitted investments. Proceeds of a sale of permitted investments will be delivered on the business day on which the appropriate instructions are delivered to the Escrow Agent if received prior to the deadline for same day sale of\nsuch permitted investments. If such instructions are received after the applicable deadline, proceeds will be delivered on the next succeeding business day."} +{"idx": 39, "level": 2, "span": "9. "} +{"idx": 39, "level": 4, "span": "Tax Reporting. As of each calendar year-end, the Escrow Agent shall report to\nthe IRS and to the Company or Subscribers all income earned from the investment of any sum held in the Escrow Account against the Company or each Subscriber, as and to the extent required under the provisions of the Code. For tax reporting purposes,\nall interest and other income from investment of the Subscriber Funds shall, as of the end of each calendar year and to the extent required by the IRS, be reported as having been \nearned by the party to whom such interest or other income is distributed, in the year in which it is distributed.\nOn or before the date hereof, the Company shall provide the Escrow Agent with a certified tax identification number by furnishing appropriate\nIRS form W-9 or W-8 and other forms and documents that the Escrow Agent may reasonably request, including without limitation a form\nW-9 or W-8 for each Subscriber. The parties hereto understand that if such tax reporting documentation is not so certified to the Escrow Agent, the Escrow Agent may be\nrequired by the Internal Revenue Code of 1986, as amended, to withhold a portion of any interest or other income earned on the Collected Funds pursuant to this Agreement. The Escrow Agent is not required to prepare and file any income or other tax\nreturns applicable to the Escrow Account with the IRS or required state and local departments of revenue for years income is earned in any particular tax year.\nTo the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of funds held\nor payments made hereunder, the Escrow Agent shall satisfy such liability to the extent possible from the Collected Funds. The Company agrees to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment,\ninterest, penalties and other expenses that may be assessed against the Escrow Agent on or with respect to any payment or other activities under this Agreement unless any such tax, addition for late payment, interest, penalties and other expenses\nshall arise out of or be caused by the gross negligence or willful misconduct of the Escrow Agent. The terms of this paragraph shall survive the assignment or termination of this Agreement and the resignation or removal of the Escrow Agent."} +{"idx": 39, "level": 2, "span": "10. "} +{"idx": 39, "level": 4, "span": "Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall\nbe deemed to have been duly given (i) on the date of service if served personally on the party to whom notice is to be given, (ii) on the day of transmission if sent by electronic transmission, and confirmation of receipt is obtained\npromptly after completion of transmission, (iii) on the day of transmission if sent by facsimile transmission to the facsimile number given below, and written confirmation of receipt is obtained promptly after completion of transmission,\n(iv) on the day after delivery to the United Parcel Service or similar overnight courier or the Express Mail service maintained by the United States Postal Service and sent via overnight delivery or (v) on the fifth day after mailing, if\nmailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed, return receipt requested, to the party as follows: "} +{"idx": 39, "level": 2, "span": "11. "} +{"idx": 39, "level": 4, "span": "Indemnification of the Escrow Agent. The Company and the Dealer Manager hereby\njointly and severally indemnify, defend and hold the Escrow Agent (and its officers, directors, employees and agents) harmless from and against any and all loss, claim, liability, cost, damage and expense, including, without limitation, reasonable\ncounsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement\nrelates unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the Escrow Agent. The provisions of this section shall survive the termination of this Agreement and the resignation or removal of the\nEscrow Agent. "} +{"idx": 39, "level": 2, "span": "12. "} +{"idx": 39, "level": 4, "span": "Attachment of Escrow Account; Compliance with Legal Orders. In the event that any escrow property\nshall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited\nunder this Agreement, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it,\nwhether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ order or decree it shall not be liable to any of the parties hereto or to any other person, firm or corporation, by reason of such\ncompliance notwithstanding such writ, order or decree being subsequently reversed, modified, annulled, set aside or vacated. "} +{"idx": 39, "level": 2, "span": "13.\n"} +{"idx": 39, "level": 4, "span": "Successors and Assigns. \n(i) Except as otherwise provided in this Agreement, no party hereto shall assign this Agreement or\nany rights or obligations hereunder without the prior written consent of the other parties hereto and any such attempted assignment without such prior written consent shall be void and of no force and effect. This Agreement shall inure to the\nbenefit of and shall be binding upon the heirs, executors, administrators, successors and permitted assigns of the parties hereto.\n(ii) Notwithstanding the above, any corporation or association into which the Escrow Agent may be\nconverted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting\nfrom any such conversion, sale, merger, consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor Escrow Agent under this Agreement and shall have and succeed to the rights, powers, duties, immunities and\nprivileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act."} +{"idx": 39, "level": 4, "span": "(i) Except as otherwise provided in this Agreement, no party hereto shall assign this Agreement or\nany rights or obligations hereunder without the prior written consent of the other parties hereto and any such attempted assignment without such prior written consent shall be void and of no force and effect. This Agreement shall inure to the\nbenefit of and shall be binding upon the heirs, executors, administrators, successors and permitted assigns of the parties hereto."} +{"idx": 39, "level": 4, "span": "(ii) Notwithstanding the above, any corporation or association into which the Escrow Agent may be\nconverted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting\nfrom any such conversion, sale, merger, consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor Escrow Agent under this Agreement and shall have and succeed to the rights, powers, duties, immunities and\nprivileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act."} +{"idx": 39, "level": 2, "span": "14. "} +{"idx": 39, "level": 4, "span": "Term. This Agreement shall terminate within thirty (30) days of receipt of written notice of termination by the\nCompany and the Dealer Manager to the Escrow Agent. In the event of the release of all Subscriber funds and all accrued interest in accordance with Sections 4 and 5 of this Agreement, this Agreement shall terminate and the Escrow Agent shall be\nrelieved of all responsibilities in connection with the Escrow Account, except claims which are occasioned by its gross negligence or willful misconduct. "} +{"idx": 39, "level": 2, "span": "15. "} +{"idx": 39, "level": 4, "span": "Governing Law; Jurisdiction. This Agreement shall be construed, performed, and enforced in accordance with, and\ngoverned by, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. Each party hereby consents to the personal jurisdiction and venue of any court of competent jurisdiction in the State of\nNew York. "} +{"idx": 39, "level": 2, "span": "16. "} +{"idx": 39, "level": 4, "span": "Severability. In the event that any part of this Agreement is declared by any court or other judicial\nor administrative body to be null, void or unenforceable, then such provision shall not impair the operation of or affect any other provision of this Agreement, and all of the other provisions of this Agreement shall remain in full force and effect.\n"} +{"idx": 39, "level": 2, "span": "17. "} +{"idx": 39, "level": 4, "span": "Amendments; Waivers. This Agreement may be amended or modified, and any of the terms, covenants,\nrepresentations, warranties or conditions hereof may be waived, only by a written instrument executed by the parties hereto or, in the case of a waiver, by the party waiving compliance. Any waiver by any party of any condition, or of the breach of\nany provision, term, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as further or continuing waiver of any such condition, or of the breach of any other\nprovision, term, covenant, representation or warranty of this Agreement. "} +{"idx": 39, "level": 2, "span": "18. "} +{"idx": 39, "level": 4, "span": "Entire Agreement; Counterparts. This\nAgreement contains the entire understanding among the parties hereto with respect to the escrow contemplated hereby and supersedes and replaces all prior and contemporaneous agreements and understandings, oral or written, with regard to such escrow.\nThis Agreement, and any amendments hereto, may be executed by the parties hereto in two or more counterparts, each of which shall be deemed an original. "} +{"idx": 39, "level": 2, "span": "19. "} +{"idx": 39, "level": 4, "span": "Section Headings. The section headings in this Agreement are for reference purposes only and shall not affect the\nmeaning or interpretation of this Agreement. "} +{"idx": 39, "level": 2, "span": "20. "} +{"idx": 39, "level": 4, "span": "Disputes. In the event of a disagreement among any of the parties\nto this Agreement, or among them or any other person resulting in adverse claims and demands being made in connection with or from any property in the Escrow Account, the Escrow Agent shall be entitled to refuse to comply with any such claims or\ndemands as long as such disagreement may continue, and in so refusing, shall make no delivery or other disposition of any property then held by it in the Escrow Account under this Agreement, and in so doing, the Escrow Agent shall be entitled to\ncontinue to refrain from acting until (i) the right of adverse claimants shall have been finally settled by binding arbitration or finally adjudicated in a court assuming and having jurisdiction of the property involved herein or affected\nhereby or (ii) all differences \nshall have been adjusted by agreement and the Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto.\nIn the event of such dispute, the Escrow Agent shall be entitled, in its discretion and judgment, to tender into the registry or custody of\nany court of competent jurisdiction all money or property in its hands under this Agreement, together with such legal pleadings as the Escrow Agent deems appropriate, and thereupon be discharged from all further duties and liabilities under this\nAgreement. In the event of any uncertainty as to its duties hereunder, the Escrow Agent may refuse to act under the provisions of this Agreement pending order of a court of competent jurisdiction and the Escrow Agent shall have no liability to the\nCompany, the Dealer Manager or to any other person as a result of such action. Any such legal action may be brought in such court as the Escrow Agent shall determine to have jurisdiction thereof. The filing of any such legal proceedings shall not\ndeprive the Escrow Agent of its compensation earned prior to such filing. All costs, expenses and reasonable attorneys’ fees the Escrow Agent incurs in connection with such proceeding shall be paid by the Company."} +{"idx": 39, "level": 2, "span": "21. "} +{"idx": 39, "level": 4, "span": "Limited Purpose. The Company and the Dealer Manager hereby acknowledge that the Escrow Agent is serving as the escrow\nagent only for the limited purposes herein set forth, and hereby agree that they will not represent or imply that the Escrow Agent, by serving as the Escrow Agent hereunder or otherwise, has investigated the desirability or advisability of\ninvestment in the Company or have approved, endorsed or passed upon the merits of the Shares, nor shall they use its name in any manner whatsoever in connection with the offer or sale of the Shares other than by acknowledgment that the Escrow Agent\nhas agreed to serve as the Escrow Agent for the limited purposes set forth herein. "} +{"idx": 39, "level": 2, "span": "22. "} +{"idx": 39, "level": 4, "span": "Resignation. The Escrow Agent\nmay resign upon thirty (30) days advance written notice to the Company and the Dealer Manager. Such resignation shall become effective on the date specified in such notice, which shall be not earlier than thirty (30) days after such\nwritten notice has been given. In the event of any such resignation, a successor escrow agent, which shall be a bank or trust company organized under the laws of the United States of America, shall be appointed by the mutual agreement of the Company\nand the Dealer Manager. Any such successor escrow agent shall deliver to the Company and the Dealer Manager a written instrument accepting such appointment, and thereupon shall succeed to all the rights and duties of the Escrow Agent hereunder and\nshall be entitled to receive the Collected Funds from the Escrow Agent. The Escrow Agent shall promptly pay the Subscription Payments in the Escrow Account, including interest thereon, to the successor escrow agent. If a successor escrow agent is\nnot appointed by the Company or the Dealer Manager within the thirty (30) day period following such notice, the Escrow Agent may petition any court of competent jurisdiction to name a successor escrow agent. All costs, expenses and reasonable\nattorneys’ fees the Escrow Agent incurs in connection with such proceeding shall be paid by the Company. "} +{"idx": 39, "level": 2, "span": "23.\n"} +{"idx": 39, "level": 4, "span": "Removal. The Escrow Agent may be jointly removed by the Company and the Dealer Manager at any time, by written notice executed by both of them (which may be executed in counterparts) provided to the Escrow Agent, which instrument shall\nbecome effective on the date specified in such written notice. The removal of the Escrow Agent shall not deprive the Escrow Agent of its compensation earned prior to such removal. In the event of any such removal, a successor escrow agent, which\nshall be a bank or trust company organized under the laws of the United States of America, shall be appointed by the mutual agreement of the Company and the Dealer Manager. Any such successor escrow agent shall deliver to the Company and the Dealer\nManager a written instrument accepting such appointment, and thereupon shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive the Collected Funds from the Escrow Agent. The Escrow Agent shall\npromptly pay the Subscription Payments in the Escrow Account, including interest thereon, to the successor escrow agent. If a successor escrow agent is not appointed by the Company or the Dealer Manager within the thirty (30) day period\nfollowing such notice, the Escrow Agent may petition any court of competent jurisdiction to \nname a successor escrow agent. All costs, expenses and reasonable attorneys’ fees the Escrow Agent incurs in connection with such proceeding shall be paid by the Company."} +{"idx": 39, "level": 2, "span": "24. "} +{"idx": 39, "level": 4, "span": "Maintenance of Records. The Escrow Agent shall maintain accurate records of all transactions hereunder. Promptly\nafter the termination of this Agreement, and as may from time to time be reasonably requested by the Company before such termination, the Escrow Agent shall provide the Company with a copy of such records, certified by the Escrow Agent to be a\ncomplete and accurate account of all transactions hereunder. The authorized representatives of the Company and the Dealer Manager shall also have access to the Escrow Agent’s books and records to the extent relating to its duties hereunder,\nduring normal business hours upon reasonable notice to the Escrow Agent, and at the requesting party’s expense. "} +{"idx": 39, "level": 2, "span": "25.\n"} +{"idx": 39, "level": 4, "span": "Force Majeure. No party to this Agreement shall be liable to any other party for losses arising out of, or the inability to perform its obligations under the terms of this Agreement, due to acts of God, which shall include, but shall\nnot be limited to, fire, floods, strikes, mechanical failure, war, riot, nuclear accident, earthquake, terrorist attack, computer piracy, cyber-terrorism or other acts beyond the control of the parties hereto. "} +{"idx": 39, "level": 2, "span": "26. "} +{"idx": 39, "level": 4, "span": "Representatives. The applicable persons designated on Exhibit D hereto have been duly\nappointed to act as its representatives hereunder and have full power and authority to execute and deliver any written directions, to amend, modify or waive any provision of this Agreement and to take any and all other actions on behalf of the\nCompany or the Dealer Manager, as applicable, under this Agreement, all without further consent or direction from, or notice to, it or any other party. "} +{"idx": 39, "level": 2, "span": "27. "} +{"idx": 39, "level": 4, "span": "USA PATRIOT Act. The Company and the Dealer Manager acknowledge that a portion of the identifying information set\nforth on Exhibit D is being requested by the Escrow Agent in connection with the USA Patriot Act, Pub. L. 107-56 (the “Act”), and the Company and the Dealer Manager agree to provide any\nadditional information requested by the Escrow Agent in connection with the Act or any similar legislation or regulation to which Escrow Agent is subject, in a timely manner. "} +{"idx": 39, "level": 2, "span": "28. "} +{"idx": 39, "level": 4, "span": "Illegal Activities. The Escrow Agent shall have the rights in its sole discretion to not accept appointment as escrow\nagent and reject funds and collateral from any party in the event that Escrow Agent has reason to believe that such funds or collateral violate applicable banking practices or applicable laws or regulations, including but not limited to the Patriot\nAct. In the event of suspicious or illegal activity and pursuant to all applicable laws, regulations and practices, the other parties to this Agreement will assist Escrow Agent and comply with any reviews, investigations and examinations directed\nagainst the deposited funds. "} +{"idx": 39, "level": 4, "span": "[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]"} +{"idx": 39, "level": 1, "span": "IN WITNESS WHEREOF"} +{"idx": 40, "level": 1, "span": "COMMERCEHUB, INC."} +{"idx": 40, "level": 1, "span": "LEGACY STOCK APPRECIATION RIGHTS PLAN"} +{"idx": 40, "level": 0, "span": "FORM OF STOCK OPTION AGREEMENT\nThis Stock Option Agreement (the “Option Agreement”), dated as of the 21st day of July 2016 (the “Conversion Date”), is between CommerceHub, Inc., a Delaware corporation (the “Company”), and Richard Jones (the “Awardee”).\nWHEREAS, the Awardee was a holder of outstanding stock appreciation rights (the “Original SAR”) granted on January 14, 2011 (the “Original Grant Date”) under the Commerce Technologies, Inc. 2010 Stock Appreciation Rights Plan (as amended effective as of January 13, 2011, the “Prior Plan”) administered by Commerce Technologies, Inc. (“CTI”).\nWHEREAS, in connection with the reorganization of CTI, the merger of CTI with and into a subsidiary of the Company and the anticipated spin-off of the Company from Liberty Interactive Corporation, a Delaware corporation, the Prior Plan was amended and restated into the form of the CommerceHub Inc. Legacy Stock Appreciation Rights Plan (the “Plan”) and, as of the Conversion Date, the outstanding stock appreciation rights under the Prior Plan were converted into options to purchase Common Shares pursuant to the Plan.\nNOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows:\n1.Grant of Option. Pursuant to the terms of the Plan, the Committee hereby grants to Awardee, an Option, subject to the terms, definitions and provisions of the Plan adopted by the Company, which is incorporated herein by reference, and pursuant to this Option Agreement. Unless otherwise defined herein, capitalized terms used in this Option Agreement shall have the meaning ascribed to such terms in the Plan. Except as expressly set forth in Section 4, in the event of a conflict between the terms of the Plan and this Option Agreement, the Plan shall prevail.\n2.Value of the Option. The Option shall entitle the Awardee, after the Option has vested, to purchase Common Shares at the exercise price set forth on the attached Notice of Grant (the “Exercise Price”) upon exercise of the Option pursuant to Section 6. No dividend equivalents are paid with respect to any Option.\n3.Nonassignability of Option. The Option is not assignable or transferable by the Awardee except by will or by the laws of descent and distribution. During the lifetime of the Awardee, only the Awardee or Awardee’s guardian or legal representative shall be entitled to exercise the Option.\n4.Prevailing Agreement. In the event of a conflict between the terms of the Plan and this Agreement, the Plan shall prevail, except as expressly set forth below. In particular, as they relate to Awardee:\na.The definition of “Cause” in Section 3(d) of the Plan is superseded by the definition of “Cause” contained in that certain employment agreement between Awardee and CTI dated as of January 4, 2011, as such agreement may be modified from time to time (the “Jones Employment Agreement”).\nb.The definition of “Grounds for Forfeiture” in Section 4(o) of the Plan is superseded and the term “Grounds for Forfeiture” shall mean “Cause” as defined in the Jones Employment Agreement.\n5.Exercise Period. The Option or any portion thereof may be exercised only after the Option or any portion thereof has vested and only within the term set forth in the Notice of Grant contained herein and may be exercised during such term only in accordance with the terms of the Plan and this Option Agreement. No Options shall be exercisable after the tenth anniversary of the Original Grant Date.\n6.Method of Exercise. Options will be considered exercised (as to the number of Options specified in the notice referred to in clause (i) below) on the latest of (a) the date of exercise designated in the written notice referred to in clause (i) below, (b) if the date so designated is not a Business Day (as defined below), the first Business Day following such date or (c) the earliest Business Day by which the Company has received all of the following:\n(i)    Written notice, in such form as the Committee may require, containing such representations and warranties as the Committee may require and designating, among other things, the date of exercise and the number and of Common Shares to be purchased by exercise of Options (each, an “Option Share”);\n(ii)    Payment of the applicable Exercise Price for each Option Share in any (or a combination) of the following forms: (A) cash, (B) check, (C) the delivery, together with a properly executed exercise notice, of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay such Exercise Price (and, if applicable, the Required Withholding Amount as described in Section 7) or (D) the delivery of irrevocable instructions (provided such method of exercise is then-permitted by the Company) via the Company’s online grant and administration program for\nthe Company to withhold the number of Common Shares (valued at the Fair Market Value of such Common Share on the date of exercise) required to pay such Exercise Price (and, if applicable, the Required Withholding Amount as described in Section 7) that would otherwise be delivered by the Company to the Awardee upon exercise of the Options; and\n(iii)    Any other documentation that the Committee may reasonably require.\nAs used in this Section 6, “Business Day” means any day other than Saturday, Sunday or a day on which banking institutions in Albany, New York, are required or authorized to be closed.\n7.Mandatory Withholding for Taxes. The Awardee acknowledges and agrees that the Company will deduct from the Common Shares otherwise payable or deliverable upon exercise of any Options that number of Common Shares (valued at the Fair Market Value of such Common Shares on the date of exercise) that is equal to the amount of all federal, state and other governmental taxes required to be withheld by the Company or any subsidiary of the Company upon such exercise, as determined by the Company (the “Required Withholding Amount”), unless provisions to pay such Required Withholding Amount have been made to the satisfaction of the Company. If the Awardee elects to make payment of the applicable Exercise Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay such Exercise Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of its determination of the Required Withholding Amount.\n8.Forfeiture. If the Awardee has a Separation from Service with the Company for any reason, any portion of this Option that is issued and outstanding but unvested as of the date of such termination of employment will be cancelled and terminate as of the date of termination. If the Awardee has a Separation from Service for Cause or, in the event that the Committee determines, in its sole discretion, that any conduct of the Awardee constitutes Grounds for Forfeiture of the Option, all rights of the Awardee under this Option Agreement and the Plan (including rights with respect to outstanding vested or unvested Options) will terminate as of the date of termination.\n9. Separation from Service. In case of the Awardee’s Separation from Service for any reason other than for Cause, the Awardee may exercise this Option during the Termination Period set out in the Notice of Grant herein, but only to the extent it was exercisable at the date of such termination (but in no event later than the “Term/Expiration Date” of this Option as set forth in the Notice of Grant herein). To the extent that Awardee was not entitled to exercise this Option at the date of such termination, and to the extent that Awardee does not exercise this Option (to the extent otherwise so entitled) within the Termination Period specified in the Notice of Grant, this Option shall terminate.\n10.Amendments to the Plan. If any adjustments or amendments made to the Plan materially adversely effect Awardee’s outstanding Option and as a result the Awardee is materially adversely effected, the Company agrees that it will ensure that Awardee is made whole and receives the full benefit of his Options as if no such adjustment or amendment had been made.\n11.Tax Consequences.\na.Awardee understands that upon either the grant or the exercise of this Option, the Awardee may recognize adverse tax consequences.\nb.Awardee understands that the Company will be required to withhold any tax or social insurance required from any governmental authority. Awardee is encouraged to consult with a tax advisor concerning the tax consequences of exercising this Option.\n12.Entire Agreement. The Plan and this Option Agreement (including the Notice of Option Grant contained herein), constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of CTI and the Company and Awardee with respect to the subject matter hereof, and the Original SAR is hereby replaced in its entirety and is null and void and of no further effect."} +{"idx": 40, "level": 1, "span": "AWARDEE ACKNOWLEDGES THAT NEITHER THE PLAN NOR THIS OPTION AGREEMENT CONFERS ANY RIGHT WITH RESPECT TO CONTINUANCE OF EMPLOYMENT WITH OR SERVICE TO THE COMPANY NOR INTERFERES IN ANY WAY WITH ANY RIGHT THE COMPANY WOULD OTHERWISE HAVE TO TERMINATE THE AWARDEE’S SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE. NO PERSON SHALL, BY REASON OF PARTICIPATION IN THE PLAN, ACQUIRE ANY RIGHT OR TITLE TO ANY ASSETS, FUNDS OR PROPERTY OF THE COMPANY, INCLUDING WITHOUT LIMITATION, ANY SPECIFIC FUNDS, ASSETS OR OTHER PROPERTY WHICH THE COMPANY MAY SET ASIDE IN ANTICIPATION OF ANY LIABILITY UNDER THE PLAN. A PARTICIPANT SHALL HAVE ONLY A CONTRACTUAL RIGHT TO AN OPTION, IF ANY, PAYABLE UNDER THE PLAN, UNSECURED BY ANY ASSETS OF THE COMPANY, AND NOTHING CONTAINED IN THE PLAN SHALL CONSTITUTE A GUARANTEE THAT THE ASSETS OF THE COMPANY SHALL BE SUFFICIENT TO PAY ANY BENEFITS TO ANY PERSON.\nAwardee acknowledges receipt of a copy of the Plan and certain information related thereto and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option Agreement subject to all of the terms and provisions\nof the Plan. Awardee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of independent counsel prior to executing this Option Agreement and fully understands all provisions relating to this Option Agreement. Awardee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Option Agreement.\nIf by August 31, 2016, the Awardee does not reject the Options granted pursuant to this Option Agreement by written notice received by the Company’s Human Resources Department, the Options will be deemed to be accepted on the Conversion Date."} +{"idx": 40, "level": 1, "span": "[Remainder of Page Intentionally Left Blank]"} +{"idx": 40, "level": 4, "span": "(i)    Written notice, in such form as the Committee may require, containing such representations and warranties as the Committee may require and designating, among other things, the date of exercise and the number and of Common Shares to be purchased by exercise of Options (each, an “Option Share”);"} +{"idx": 40, "level": 4, "span": "(ii)    Payment of the applicable Exercise Price for each Option Share in any (or a combination) of the following forms: (A) cash, (B) check, (C) the delivery, together with a properly executed exercise notice, of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay such Exercise Price (and, if applicable, the Required Withholding Amount as described in Section 7) or (D) the delivery of irrevocable instructions (provided such method of exercise is then-permitted by the Company) via the Company’s online grant and administration program for"} +{"idx": 40, "level": 4, "span": "(iii)    Any other documentation that the Committee may reasonably require."} +{"idx": 40, "level": 2, "span": "9. Separation from Service\nIn case of the Awardee’s Separation from Service for any reason other than for Cause, the Awardee may exercise this Option during the Termination Period set out in the Notice of Grant herein, but only to the extent it was exercisable at the date of such termination (but in no event later than the “Term/Expiration Date” of this Option as set forth in the Notice of Grant herein). To the extent that Awardee was not entitled to exercise this Option at the date of such termination, and to the extent that Awardee does not exercise this Option (to the extent otherwise so entitled) within the Termination Period specified in the Notice of Grant, this Option shall terminate."} +{"idx": 40, "level": 1, "span": "COMMERCEHUB, INC."} +{"idx": 40, "level": 1, "span": "NOTICE OF OPTION GRANT\nRichard Jones\n[Address]\nCommerceHub, Inc. (the “Company”) has granted Richard Jones (“Awardee”) an Option covering Common Shares of the Company as follows:\nOriginal Date of Grant:                                    January 14, 2011\nConversion Date:                                    July 21, 2016\nNumber of Common Shares Covered by this Option:                     174,535\nExercise Price:                                        $2.66\nTerm/Expiration Date:                                    January 14, 2021"} +{"idx": 40, "level": 1, "span": "Vesting\n: [Agreed-Upon Metric]"} +{"idx": 40, "level": 1, "span": "Termination Period\n: Any portion of the Option that, as of the date of the Awardee’s Separation from Service for any reason other than for Cause, is unexpired, vested and non-forfeitable may be exercised until the “Close of Business” on the six month anniversary of the date of such Separation from Service with the Company (but in no event later than the Term/Expiration Date). “Close of Business” means, on any day, 5:00 p.m., Albany, New York time on such day. "} +{"idx": 41, "level": 0, "span": "INDEMNIFICATION AGREEMENT\nThis\nIndemnification Agreement (“Agreement”) is made and entered into as of April 27, 2017, by and among Rosehill Resources Inc., a Delaware corporation (the “Company”) and its subsidiaries and controlled affiliates\n(together with the Company, the “Rosehill Companies” and each a “Rosehill Company”), and [●] (“Indemnitee”).\nWHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of the Rosehill\nCompanies to attract and retain qualified individuals to serve as directors and officers, it is reasonable, prudent and necessary for each of the Rosehill Companies to indemnify and advance expenses on behalf of its and the other Rosehill\nCompanies’ directors and/or officers to the fullest extent permitted by applicable law so that they will serve or continue to serve the Rosehill Companies free from undue concern regarding such risks;\nWHEREAS, the Rosehill Companies have requested that Indemnitee serve or continue to serve as a director and/or an officer of one or more of the Rosehill\nCompanies and may have requested or may in the future request that Indemnitee serve one or more Rosehill Entities (as hereinafter defined) as a director or an officer or in other capacities;\nWHEREAS, one of the conditions that Indemnitee requires in order to serve as a director and/or an officer of one or more of the Rosehill Companies is that\nsuch Indemnitee be so indemnified; and\nWHEREAS, Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided\nby one or more of the Designating Stockholders (as hereinafter defined) (or their affiliates) and/or any insurer providing insurance coverage under any policy purchased or maintained by such Designating Stockholders (or their affiliates), which\nIndemnitee, the Rosehill Companies and the Designating Stockholders (or their affiliates) intend to be secondary to the primary obligation of the Rosehill Companies to indemnify Indemnitee as provided herein, with the Rosehill Companies’\nacknowledgement of and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve as a director and/or officer of each of the Rosehill Companies.\nNOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Rosehill Companies and Indemnitee do hereby covenant and agree as\nfollows:\n1. Services by Indemnitee. Indemnitee agrees to serve as a director and/or an officer of one or more of the Rosehill Companies.\nIndemnitee may at any time and for any reason resign from such position (subject to any contractual obligation the Indemnitee may have under any other agreement).\n2. Indemnification—General. On the terms and subject to the conditions of this Agreement, the Rosehill Companies shall, to the fullest extent\npermitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all losses, damages, liabilities, judgments, fines, penalties, costs, amounts paid in settlement, Expenses (as hereinafter defined) and other\namounts that Indemnitee reasonably incurs and that result from, arise in connection with or are by reason of Indemnitee’s Corporate Status (as hereinafter defined) and shall advance Expenses to Indemnitee. The obligations of the Rosehill\nCompanies under this Agreement (a) are joint and several obligations of each Rosehill Company, (b) shall continue after such time as Indemnitee ceases to serve as a director or an officer of the Rosehill Companies or in any other Corporate\nStatus, and (c) include, without limitation, claims for monetary damages against Indemnitee in respect of any actual or alleged liability or other loss of Indemnitee, to the fullest extent permitted under applicable law (including, if\napplicable, Section 145 of the Delaware General Corporation Law) as in existence on the date hereof, as amended from time to time. A limitation under law of any Rosehill Company on providing indemnification or an advance of expenses to\nIndemnitee shall not limit the indemnification and advancement obligations of any Rosehill Company not so limited.\n3. Proceedings Other Than\nProceedings by or in the Right of the Rosehill Companies. If in connection with or by reason of Indemnitee’s Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter\ndefined) other than a Proceeding by or in the right of any of the Rosehill Companies to procure a judgment in its favor, the Rosehill Companies shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee\nharmless from and against, all Expenses, losses, damages, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments\nand other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts paid in settlement) reasonably incurred by Indemnitee or on behalf\nof Indemnitee in connection with such Proceeding or any claim, issue or matter therein.\n4. Proceedings by or in the Right of the Rosehill\nCompanies. If in connection with or by reason of Indemnitee’s Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of any of the Rosehill Companies to procure a\njudgment in such Rosehill Company’s favor, the Rosehill Companies shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses reasonably incurred by Indemnitee\nor on behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein.\n5. Mandatory Indemnification in Case of\nSuccessful Defense. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in\ndefense of any Proceeding or any claim, issue or matter therein (including, without limitation, any Proceeding brought by or in the right of any Rosehill Company), the Rosehill Companies shall, to the fullest extent permitted by law, indemnify\nIndemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee in connection therewith. If Indemnitee is not wholly successful in defense of such Proceeding but is\nsuccessful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Rosehill Companies shall, to the fullest extent permitted by law, indemnify Indemnitee against all Expenses reasonably\nincurred by Indemnitee or on behalf of Indemnitee in connection with each successfully resolved claim, issue or matter. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a\nProceeding by dismissal, with or without prejudice, on substantive or procedural grounds, or settlement of any such claim prior to a final judgment by a court of competent jurisdiction with respect to such Proceeding, shall be deemed to be a\nsuccessful result as to such claim, issue or matter; provided, however, that any settlement of any claim, issue or matter in such a Proceeding shall not be deemed to be a successful result as to such claim, issue or matter if such\nsettlement is effected by Indemnitee without the Rosehill Companies’ prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.\n6. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by any of the Rosehill\nCompanies for some or a portion of the Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilities,\njudgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee or on behalf of Indemnitee in connection with a Proceeding or any claim, issue or matter therein, in whole or in part, the Rosehill Companies shall, to the fullest\nextent permitted by law, indemnify Indemnitee to the fullest extent to which Indemnitee is entitled to such indemnification.\n7. Indemnification for\nAdditional Expenses Incurred to Secure Recovery or as Witness.\n(a) The Rosehill Companies shall, to the fullest extent permitted by law, indemnify\nIndemnitee with respect to, and hold Indemnitee harmless from and against, any and all Expenses and, if requested by Indemnitee, shall advance on an as-incurred basis (as provided in Section 8 of this Agreement) such Expenses to\nIndemnitee, which are incurred by Indemnitee in connection with any action or proceeding or part thereof brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Rosehill Companies under this Agreement, any other\nagreement, the Certificate of Incorporation or By-laws of the applicable Rosehill Company as now or hereafter in effect, or pursuant to Section 5.5 of the Business Combination Agreement, dated as of December 20, 2016, by and between KLR\nEnergy Acquisition Corp. and Tema Oil and Gas Company; or (ii) recovery under any director and officer liability insurance policies maintained by any Rosehill Entity.\n(b) To the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness (or is forced or asked to respond to discovery requests) in\nany Proceeding to which Indemnitee is not a party, the Rosehill Companies shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, and the Rosehill Companies will advance on\nan as-incurred basis (as provided in Section 8 of this Agreement), all Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee in connection therewith.\n8. Advancement of Expenses. The Rosehill Companies shall, to the fullest extent permitted by law, pay on a current and as-incurred basis all Expenses\nincurred by Indemnitee in connection with any Proceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status. Such Expenses shall be paid in advance of the final disposition of such Proceeding, without regard\nto whether Indemnitee will ultimately be entitled to be\nindemnified for such Expenses and without regard to whether an Adverse Determination (as hereinafter defined) has been or may be made. Upon submission of a request for advancement of Expenses\npursuant to Section 9(c) of this Agreement, Indemnitee shall be entitled to advancement of Expenses as provided in this Section 8, and such advancement of Expenses shall continue until such time (if any) as there is a final\nnon-appealable judicial determination that Indemnitee is not entitled to indemnification. Indemnitee shall repay such amounts advanced if and to the extent that it shall ultimately be determined in a decision by a court of competent jurisdiction\nfrom which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Rosehill Companies for such Expenses. Such repayment obligation shall be unsecured and shall not bear interest. The Rosehill Companies shall not impose on\nIndemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment. Indemnitee shall, in all events, be entitled to advancement of Expenses, without regard to Indemnitee’s ultimate entitlement\nto indemnification, until the final determination of the Proceeding.\n9. Indemnification Procedures.\n(a) Notice of Proceeding. Indemnitee agrees to notify the Rosehill Companies promptly upon being served with any summons, citation, subpoena, complaint,\nindictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder. Any failure by Indemnitee to notify any Rosehill Company will not relieve the Rosehill\nCompanies of its advancement or indemnification obligations under this Agreement unless, and only to the extent that, the Rosehill Companies can establish that such omission to notify resulted in actual and material prejudice to it which prejudice\ncannot be reversed or otherwise eliminated without any material negative effect on the Rosehill Companies, and the omission to notify such Rosehill Companies will, in any event, not relieve any Rosehill Company from any liability which it may have\nto indemnify Indemnitee otherwise than under this Agreement. If, at the time of receipt of any such notice, the Rosehill Companies have director and officer liability insurance policies in effect, the Rosehill Companies will promptly notify the\nrelevant insurers in accordance with the procedures and requirements of such policies.\n(b) Defense; Settlement. Indemnitee shall have the sole\nright and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Rosehill Companies shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s\nsole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such\nsettlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional, full release of Indemnitee by all relevant parties from all liability on any matters that are the\nsubject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Rosehill Companies have fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and\nagainst, all Expenses and other amounts incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Rosehill Companies shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding\nagainst Indemnitee if such settlement is effected by Indemnitee without the Rosehill Companies’ prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment\nof money or performance of any obligation by persons other than the Rosehill Companies and includes an unconditional release of the Rosehill Companies by any party to such Proceeding other than the Indemnitee from all liability on any matters that\nare the subject of such Proceeding and an acknowledgment that the Rosehill Companies deny all wrongdoing in connection with such matters.\n(c) Request\nfor Advancement; Request for Indemnification.\n(i) To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Rosehill\nCompanies a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Rosehill Companies and reasonably available to Indemnitee, and, only to the extent required by applicable law\nwhich cannot be waived, an unsecured written undertaking to repay amounts advanced; provided, that in connection with any request for advancement of Expenses, Indemnitee shall not be required to provide any materials or information to the\nextent that the provisions of such materials or information would undermine or otherwise jeopardize attorney-client privilege. The Rosehill Companies shall make advance payment of Expenses to Indemnitee no later than five (5) business days\nafter receipt of the written request for advancement (and each subsequent request for advancement) by Indemnitee. If, at the time of receipt of any such written request for advancement of Expenses, the Rosehill Companies have director and officer\ninsurance policies in effect, the Rosehill Companies will promptly notify the relevant insurers in accordance with the procedures and requirements\nof such policies. The Rosehill Companies shall thereafter keep such director and officer insurers informed of the status of the Proceeding or other claim and take such other actions, as\nappropriate to secure coverage of Indemnitee for such claim.\n(ii) To obtain indemnification under this Agreement, at any time before or after submission\nof a request for advancement pursuant to Section 9(c)(i) of this Agreement, Indemnitee may submit a written request for indemnification hereunder. The time at which Indemnitee submits a written request for indemnification shall be\ndetermined by the Indemnitee in the Indemnitee’s sole discretion. Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification), a Determination (as\nhereinafter defined) shall thereafter be made, as provided in and only to the extent required by Section 9(d) of this Agreement. In no event shall a Determination be made, or required to be made, as a condition to or otherwise in\nconnection with any advancement of Expenses pursuant to Section 8 and Section 9(c)(i) of this Agreement. If, at the time of receipt of any such request for indemnification, the Rosehill Companies have director and officer\ninsurance policies in effect, the Rosehill Companies will promptly notify the relevant insurers and take such other actions as necessary or appropriate to secure coverage of Indemnitee for such claim in accordance with the procedures and\nrequirements of such policies.\n(d) Determination. The Rosehill Companies agree that Indemnitee shall be indemnified to the fullest extent\npermitted by law and that no Determination shall be required in connection with such indemnification unless specifically required by applicable law which cannot be waived. In no event shall a Determination be required in connection with\nindemnification for Expenses pursuant to Section 7 of this Agreement or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a\nDetermination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within thirty (30) days after receipt of Indemnitee’s written request for indemnification pursuant to\nSection 9(c)(ii) and such Determination shall be made either (i) by the Disinterested Directors (as hereinafter defined), even though less than a quorum, so long as Indemnitee does not request that such Determination be made by\nIndependent Counsel (as hereinafter defined), or (ii) if so requested by Indemnitee, in Indemnitee’s sole discretion, by Independent Counsel in a written opinion to the Rosehill Companies and Indemnitee. If a Determination is made that\nIndemnitee is entitled to indemnification, payment to Indemnitee shall be made within five (5) business days after such Determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with\nrespect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and\nwhich is reasonably available to Indemnitee and reasonably necessary to such Determination. Any Expenses incurred by Indemnitee in so cooperating with the Disinterested Directors or Independent Counsel, as the case may be, making such determination\nshall be advanced and borne by the Rosehill Companies (irrespective of the Determination as to Indemnitee’s entitlement to indemnification) and each Rosehill Company is liable to indemnify and hold Indemnitee harmless therefrom. If the person,\npersons or entity empowered or selected under this Section 9(d) to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Rosehill Companies of\nthe request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a\nmisstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such\nindemnification under applicable law; provided, however, that such thirty (30) day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the\ndetermination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing\nprovisions of this Section 9(d) shall not apply if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(e).\n(e) Independent Counsel. In the event Indemnitee requests that the Determination be made by Independent Counsel pursuant to Section 9(d) of\nthis Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors,\nin which event the Board of Directors shall make such selection on behalf of the Rosehill Companies, subject to the remaining provisions of this Section 9(e)), and Indemnitee or the Rosehill Companies, as the case may be, shall give\nwritten notice to the other, advising the Rosehill Companies or Indemnitee of the identity of the Independent Counsel so selected. The Rosehill Companies or Indemnitee, as the\ncase may be, may, within five (5) days after such written notice of selection shall have been received, deliver to Indemnitee or the Company, as the case may be, a written objection to such\nselection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 15 of\nthis Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is so made and\nsubstantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within ten\n(10) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(c)(ii) of this Agreement and after a request for the appointment of Independent Counsel has been made, no Independent Counsel\nshall have been selected and not objected to, either the Rosehill Companies or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Rosehill Companies or Indemnitee to the\nother’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so\nresolved or the person so appointed shall act as Independent Counsel under Section 9(d) of this Agreement. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(f) of this Agreement,\nIndependent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by or in connection with the appointment of\nIndependent Counsel shall be borne by the Rosehill Companies (irrespective of the Determination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.\n(f) Consequences of Determination; Remedies of Indemnitee. The Rosehill Companies shall be bound by and shall have no right to challenge a Favorable\nDetermination. If an Adverse Determination is made, or if for any other reason the Rosehill Companies do not make timely indemnification payments or advances of Expenses, Indemnitee shall have the right to commence a Proceeding before a court of\ncompetent jurisdiction to challenge such Adverse Determination and/or to require the Rosehill Companies to make such payments or advances (and the Company shall have the right to defend its position in such Proceeding and to appeal any adverse\njudgment in such Proceeding). Indemnitee shall be entitled to be indemnified for all Expenses incurred in connection with such a Proceeding and to have such Expenses advanced by the Company in accordance with Section 8 of this Agreement.\nIf Indemnitee fails to challenge an Adverse Determination within thirty (30) business days, or if Indemnitee challenges an Adverse Determination and such Adverse Determination has been upheld by a final judgment of a court of competent\njurisdiction from which no appeal can be taken, then, to the extent and only to the extent required by such Adverse Determination or final judgment, the Rosehill Companies shall not be obligated to indemnify Indemnitee under this Agreement.\n(g) Presumptions; Burden and Standard of Proof. The parties intend and agree that, to the extent permitted by law, in connection with any Determination\nwith respect to Indemnitee’s entitlement to indemnification hereunder by any person, including a court:\n(i) it will be presumed that Indemnitee is\nentitled to indemnification under this Agreement (notwithstanding any Adverse Determination), and the Rosehill Entities or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection\nwith the making by any person, persons or entity of any determination contrary to that presumption;\n(ii) the termination of any action, suit or\nproceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably\nbelieved to be in or not opposed to the best interests of the applicable Rosehill Entity, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful;\n(iii) Indemnitee will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the applicable Rosehill\nEntity, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of directors of the applicable Rosehill Entity, or on the advice of legal counsel or other advisors (including\nfinancial advisors and accountants) for the applicable Rosehill Entity or on information or records given in reports made to the applicable Rosehill Entity by an independent certified public accountant or by an appraiser or other expert or advisor\nselected by the applicable Rosehill Entity; provided, however, that Indemnitee will not be deemed to have acted in good faith if such record or book of account of the applicable Rosehill Entity that was the basis for Indemnitee’s action was\ncreated by or at the direction of Indemnity acting in bad faith or with gross negligence; and\n(iv) the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of any of the\nRosehill Entities or relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder; provided, however, that the foregoing shall not be true if Indemnitee acts or\nfails to act in bad faith or with gross negligence.\nThe provisions of this Section 9(g) shall not be deemed to be exclusive or to limit in\nany way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.\n10.\nRemedies of Indemnitee.\n(a) In the event that (i) a determination is made pursuant to Section 9(d) of this Agreement that\nIndemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 and Section 9(c)(i) of this Agreement, (iii) no determination of entitlement\nto indemnification shall have been made pursuant to Section 9(d) of this Agreement within thirty (30) days after receipt by the Rosehill Companies of the request for indemnification, (iv) payment of indemnification is not made\npursuant to Section 5, 6 or 7 of this Agreement within five (5) business days after receipt by the Rosehill Companies of a written request therefor, (v) payment of indemnification pursuant to\nSection 3, 4 or 7 of this Agreement is not made within five (5) business days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Rosehill Companies or\nany other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended\nto be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration\nto be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Rosehill Companies shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.\n(b) In the event that a determination shall have been made pursuant to Section 9(d) of this Agreement that Indemnitee is not entitled to\nindemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, in which (i) Indemnitee shall not be\nprejudiced by reason of that adverse determination, and (ii) the Rosehill Companies shall bear the burden of establishing that Indemnitee is not entitled to indemnification.\n(c) If a determination shall have been made pursuant to Section 9(d) of this Agreement that Indemnitee is entitled to indemnification, the\nRosehill Companies shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 10, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact\nnecessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.\n(d) The Rosehill Companies shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced\npursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Rosehill Companies are bound by all\nthe provisions of this Agreement.\n11. Insurance; Subrogation; Other Rights of Recovery, etc.\n(a) Each Rosehill Company shall use commercially reasonable efforts to purchase and maintain a policy or policies of insurance with reputable insurance\ncompanies with A.M. Best ratings of “A” or better, to provide insurance for Indemnitee for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status, or\narising out of Indemnitee’s status as such, whether or not any such Rosehill Company would have the power to indemnify Indemnitee against such liability. Such insurance policies shall have coverage terms and policy limits at least as favorable\nto Indemnitee as the insurance coverage provided to any other director or officer of the Rosehill Companies. If any Rosehill Company has such insurance in effect at the time it receives from Indemnitee any notice of the commencement of an action,\nsuit, proceeding or other claim, such Rosehill Company shall give prompt notice of the commencement of such action, suit, proceeding or other claim to the insurers and take such other actions in accordance with the procedures set forth in the policy\nas required or appropriate to secure coverage of Indemnitee for such action, suit, proceeding or other claim. Such Rosehill\nCompany shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding or other\nclaim in accordance with the terms of such policy. Such Rosehill Company shall continue to provide insurance for Indemnitee for a period of at least six (6) years after Indemnitee ceases to serve as a director or an officer or in any other\nCorporate Status.\n(b) In the event of any payment by any Rosehill Company under this Agreement, such Rosehill Company shall be subrogated to the extent\nof such payment to all of the rights of recovery of Indemnitee against any other Rosehill Entity, and Indemnitee hereby agrees, as a condition to obtaining any advancement or indemnification from the Rosehill Companies, to assign to such Rosehill\nCompany all of Indemnitee’s rights to obtain from such other Rosehill Entity such amounts to the extent that they have been paid by such Rosehill Company to or for the benefit of Indemnitee as advancement or indemnification under this Agreement\nand are adequate to indemnify Indemnitee with respect to the costs, Expenses or other items to the full extent that Indemnitee is entitled to indemnification or other payment hereunder; and Indemnitee will (upon request by the Rosehill Companies)\nexecute all papers required and use reasonable best efforts to take all action reasonably necessary to secure such rights, including execution of such documents as are necessary to enable such Rosehill Company to bring suit or enforce such rights.\n(c) Each of the Rosehill Companies hereby unconditionally and irrevocably waives, relinquishes and releases, and covenants and agrees not to exercise\n(and to cause each of the other Rosehill Entities not to exercise), any rights that such Rosehill Company may now have or hereafter acquire against any Designating Stockholder (or former Designating Stockholder), insurer of such Designating\nStockholder (or former Designating Stockholder) or Indemnitee that arise from or relate to the existence, payment, performance or enforcement of the Rosehill Companies’ obligations under this Agreement or under any other indemnification\nagreement (whether pursuant to contract, by-laws or charter) with any person or entity, including, without limitation, any right of subrogation (whether pursuant to contract or common law), reimbursement, exoneration, contribution or\nindemnification, or to be held harmless, and any right to participate in any claim or remedy of Indemnitee against any Designating Stockholder (or former Designating Stockholder) or Indemnitee, whether or not such claim, remedy or right arises in\nequity or under contract, statute or common law, including, without limitation, the right to take or receive from any Designating Stockholder (or former Designating Stockholder), insurer of such Designating Stockholder (or former Designating\nStockholder) or Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.\n(d) The Rosehill Companies shall not be liable to pay or advance to Indemnitee any amounts otherwise indemnifiable under this Agreement or under any other\nindemnification agreement if, and to the extent that, Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise; provided, however, that (i) the Rosehill Companies hereby\nagree that they are the indemnitors of first resort under this Agreement and under any other indemnification agreement (i.e., their obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement and/or\nindemnification to Indemnitee are primary and any obligation of any Designating Stockholder (or any affiliate thereof other than a Rosehill Company) and/or any obligation of any insurer providing insurance coverage under any policy purchased or\nmaintained by such Designating Stockholders (or by any affiliate thereof, other than a Rosehill Company) to provide advancement or indemnification for the same Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement\n(including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee are secondary), and\n(ii) if any Designating Stockholder (or any affiliate thereof other than a Rosehill Entity) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant\nto contract, by-laws or charter) with Indemnitee, then (x) such Designating Stockholder (or such affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (y) the Rosehill\nCompanies shall fully indemnify, reimburse and hold harmless such Designating Stockholder (or such other affiliate) for all such payments actually made by such Designating Stockholder (or such other affiliate).\n(e) The Rosehill Companies’ obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of or relating to Indemnitee’s service at\nthe request of any of the Rosehill Companies as a director, officer, employee, fiduciary, trustee, representative, partner or agent of any other Rosehill Entity shall be reduced by any amount Indemnitee has actually received as payment of\nindemnification or advancement of Expenses from such other Rosehill Entity, except to the extent that such indemnification payments and advance payment of Expenses when taken together with any such amount actually received from other Rosehill\nEntities or under director and officer insurance policies maintained by one or more Rosehill Entities are inadequate to fully pay all costs, Expenses or other items to the full extent that Indemnitee is otherwise entitled to indemnification or other\npayment hereunder.\n(f) Except as provided in Sections 11(c), 11(d) and 11(e) of this Agreement, the rights to\nindemnification and advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time, whenever conferred or arising, be entitled under applicable law, under the Rosehill\nEntities’ Certificates of Incorporation or By-Laws, or under any other agreement including the Business Combination Agreement, dated as of December 20, 2016, by and between KLR Energy Acquisition Corp. and Tema Oil and Gas Company, vote of\nstockholders or resolution of directors of any Rosehill Entity, or otherwise. Indemnitee’s rights under this Agreement are present contractual rights that fully vest upon Indemnitee’s first service as a director or an officer of any of the\nRosehill Companies. The Parties hereby agree that Sections 11(c), 11(d) and 11(e) of this Agreement shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided\nto Indemnitee under any other contract, agreement or document with any Rosehill Entity.\n(g) No amendment, alteration or repeal of this Agreement or of\nany provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent\nthat a change in the General Corporation Law of the State of Delaware (or other applicable law), whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Rosehill\nEntities’ Certificates of Incorporation or By-Laws and this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. The assertion or employment of any right or\nremedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.\n12. Employment Rights;\nSuccessors; Third Party Beneficiaries.\n(a) This Agreement shall not be deemed an employment contract between the Rosehill Companies and Indemnitee.\nThis Agreement shall continue in force as provided above after Indemnitee has ceased to serve as a director and/or an officer of the Rosehill Companies or any other Corporate Status.\n(b) This Agreement shall be binding upon each of the Rosehill Companies and their successors and assigns and shall inure to the benefit of Indemnitee and\nIndemnitee’s heirs, executors and administrators. If any of the Rosehill Companies or any of their respective successors or assigns shall (i) consolidate with or merge into any other corporation or entity and shall not be the continuing or\nsurviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made\nso that the successors and assigns of the Rosehill Companies shall assume all of the obligations set forth in this Agreement.\n(c) The Designating\nStockholders are express third party beneficiaries of this Agreement, are entitled to rely upon this Agreement, and may specifically enforce the Rosehill Companies’ obligations hereunder (including but not limited to the obligations specified\nin Section 11 of this Agreement) as though a party hereunder.\n13. Severability. If any provision or provisions of this Agreement shall\nbe held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement\ncontaining any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (b) such provision or provisions shall be deemed reformed to\nthe extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any\nSection of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.\n14. Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement and except as provided in\nSection 7(a) of this Agreement or as may otherwise be agreed by any Rosehill Company, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding brought by\nIndemnitee (other than a Proceeding by Indemnitee (i) by way of defense or counterclaim or other similar portion of a Proceeding, (ii) to enforce Indemnitee’s rights under this Agreement or (iii) to enforce any other rights of\nIndemnitee to indemnification, advancement or contribution from the Rosehill Companies under any other contract, by-laws or charter or under statute or other law, including any rights under Section 145 of the Delaware General Corporation Law),\nunless the bringing of such Proceeding or making of such claim shall have been approved by the Board of Directors of the applicable Rosehill Company.\n15. Definitions. For purposes of this Agreement:\n(a) “Board of Directors” means the board of directors of the Company.\n(b) “By-laws” means (i) in the case of the Company, its by-laws and (ii) in the case of any other entity, its by-laws or similar\ngoverning document, in each case, as such governing document is amended from time to time.\n(c) “Certificate of Incorporation” means,\n(i) in the case of the Company, its certificate of incorporation and (ii) in the case of any other entity, its certificate of incorporation, articles of incorporation or similar constituting document, in each case, as such constituting\ndocument is amended from time to time.\n(d) “Corporate Status” describes the status of a person by reason of such person’s past,\npresent or future service as a director, officer, employee, fiduciary, trustee, or agent of any of the Rosehill Companies (including, without limitation, one who serves at the request of any of the Rosehill Companies as a director, officer,\nemployee, fiduciary, trustee or agent of any other Rosehill Entity).\n(e) “Designating Stockholder” means any of the Sponsors, in each\ncase so long as an individual designated by the Sponsors or any of their respective affiliates (as provided by the Company’s Certificate of Incorporation and By-laws and Stockholders Agreement) serves or has served as a director and/or officer\nof any Rosehill Entity.\n(f) “Determination” means a determination that either (x) there is a reasonable basis for the conclusion\nthat indemnification of Indemnitee is proper in the circumstances because Indemnitee met a/the particular standard(s) of conduct (a “Favorable Determination”) or (y) there is no reasonable basis for the conclusion that\nindemnification of Indemnitee is proper in the circumstances because Indemnitee met a/the particular standard(s) of conduct (an “Adverse Determination”). An Adverse Determination shall include the decision that a Determination was\nrequired in connection with indemnification and the decision as to the applicable standard of conduct.\n(g) “Disinterested Director”\nmeans a director of the Company (or, if a Determination is necessary with respect to a Rosehill Company other than the Company, a director of such Rosehill Company) who is not and was not a party to the Proceeding in respect of which indemnification\nis sought by Indemnitee and does not otherwise have an interest materially adverse to any interest of the Indemnitee.\n(h) “Expenses”\nshall mean all direct and indirect costs, fees and expenses of any type or nature whatsoever and shall specifically include, without limitation, all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of\nexperts, witness fees and costs, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed\nreceipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,\nbeing or preparing to be a witness, in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding, including, but not limited to, the premium for appeal bonds, attachment bonds or similar bonds and all interest,\nassessments and other charges paid or payable in connection with or in respect of any such Expenses, and shall also specifically include, without limitation, all reasonable attorneys’ fees and all other expenses incurred by or on behalf of\nIndemnitee in connection with preparing and submitting any requests or statements for indemnification, advancement, contribution or any other right provided by this Agreement. Expenses, however, shall not include amounts of judgments or fines\nagainst Indemnitee.\n(i) “Independent Counsel” means, at any time, any law firm, or a member of a law firm, that (a) is experienced\nin matters of corporation law and (b) is not, at such time, or has not been in the five years prior to such time, retained to represent: (i) any Rosehill Entity or Indemnitee in any matter material to either such party (other than with\nrespect to matters concerning Indemnitee under this Agreement, or of other indemnities under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding\nthe foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Rosehill Companies or\nIndemnitee in an action to determine Indemnitee’s rights under this Agreement. The Rosehill Companies agree to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and\nall Expenses, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto and to be jointly and severally liable therefor.\n(j) “KLRE Entities” means KLR Energy Sponsor, LLC and its successors and affiliates and any\nother investment fund or related investment adviser, management company, managing member or general partner that is an affiliate of any of the foregoing entities (other than any Rosehill Entity) or that is advised by the same investment adviser as\nany of the foregoing entities or by an affiliate of such investment adviser\n(k) “Proceeding” includes any actual, threatened, pending or\ncompleted action, suit, arbitration, alternate dispute resolution mechanism, investigation (formal or informal), inquiry, administrative hearing or any other actual, threatened, pending or completed proceeding, whether brought by or in the right of\nany Rosehill Company or otherwise and whether civil, criminal, administrative or investigative in nature, in which Indemnitee was, is, may be or will be involved as a party, witness or otherwise, by reason of Indemnitee’s Corporate Status or by\nreason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as director, officer, employees, fiduciary, trustee or agent of any Rosehill Entity (in each case whether or not he is acting or serving in any such\ncapacity or has such status at the time any liability or expense is incurred for which indemnification or advancement of Expenses can be provided under this Agreement). If the Indemnitee believes in good faith that a given situation may lead to or\nculminate in the institution of a Proceeding, this shall be considered a Proceeding under this paragraph.\n(l) “Sponsors” means KLRE\nEntities and the Tema Entities."} +{"idx": 41, "level": 1, "span": "[Signature Pages\nFollow]"} +{"idx": 41, "level": 1, "span": "SIGNATURE\nPAGE TO"} +{"idx": 41, "level": 1, "span": "INDEMNIFICATION AGREEMENT"} +{"idx": 41, "level": 1, "span": "SIGNATURE\nPAGE TO"} +{"idx": 41, "level": 1, "span": "INDEMNIFICATION AGREEMENT"} +{"idx": 42, "level": 0, "span": "TRANSITION AND SUCCESSION AGREEMENT\nTHIS TRANSITION AND SUCCESSION AGREEMENT (this “Agreement”) is entered into effective as of the 24th day of March, 2017, by and between Mylan Inc., a Pennsylvania corporation (the “Company”), and Daniel M. Gallagher (the “Executive”).\nWHEREAS, the Board of Directors of Mylan N.V. (the “Board”) or the Company has determined that it is in the best interests of the Company and the shareholders of Mylan N.V. to assure that the Company and Mylan N.V. will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein), to ensure the Executive’s full attention and dedication to the Company and Mylan N.V. in the event of any threatened or actual Change of Control and to provide the Executive with compensation and benefits arrangements upon a Change of Control."} +{"idx": 42, "level": 1, "span": "NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:\n1.Certain Definitions.\n(a)“Effective Date” means the first date during the Change of Control Period (as defined herein) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or anticipation of a Change of Control, then “Effective Date” means the date immediately prior to the date of such termination of employment. For the sake of clarity, it is understood that if the Executive’s employment terminates prior to the Effective Date other than as described in the preceding sentence, this Agreement shall thereupon be null and void and of no further force and effect.\n(b)“Change of Control Period” means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that, commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof, the “Renewal Date”), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless, at least 60 days prior to a Renewal Date no less than three years from the date hereof, the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.\n(c)“Affiliated Company” means any company controlled by, controlling or under common control with the Company.\n(d)“Change of Control” means:\n(1)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding ordinary shares of Mylan N.V. (the “Outstanding Ordinary Shares”) or (B) the combined voting power of the then-outstanding voting securities of Mylan N.V. entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that, for purposes of this Section 1(d), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from Mylan N.V., (ii) any acquisition by Mylan N.V., (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with Sections 1(d)(3)(A), 1(d)(3)(B) and 1(d)(3)(C);\n(2)Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Mylan N.V.’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;\n(3)Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Mylan N.V. or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of Mylan N.V., or the acquisition of assets or stock of another entity by Mylan N.V. or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Ordinary Shares and the Outstanding Voting Securities immediately prior to such Business Combination beneficially own,\ndirectly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns Mylan N.V. or all or substantially all of Mylan N.V.’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Ordinary Shares and the Outstanding Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company, Mylan N.V. or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or\n(4)Approval by the shareholders of Mylan N.V. of a complete liquidation or dissolution of Mylan N.V.\n(e)“Employment Agreement” means the Executive Employment Agreement effective as of April 1, 2017 by and between the Company and the Executive, and any extension or modification thereof or any successor agreement thereto.\n2.Employment Period; Employment Agreement. The Company hereby agrees to continue the Executive in its employ, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the second anniversary of the Effective Date (the “Employment Period”), provided the Employment Period shall terminate sooner upon the Executive’s termination of employment for any reason. Upon the Effective Date, the Employment Agreement, with the exception of Section 10 thereof (relating to indemnification), which shall survive in all respects, shall be null and void and of no further force or effect, provided the Executive shall be paid all amounts earned and due to the Executive thereunder within twenty-four (24) hours of the Effective Date, subject in all respects to Section 6 below.\n3.Terms of Employment.\n(a)Position and Duties.\n(1)During the Employment Period, (A) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respect with the most significant of those held, exercised and assigned at any time during the 180-day period immediately preceding the Effective Date and (B) the Executive’s services shall be performed at the office where the Executive was employed immediately preceding the Effective Date or at any other location less than 30 miles from such office.\n(2)During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and Affiliated Companies and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.\n(b)Compensation.\n(1)Base Salary. During the Employment Period, the Annual Base Salary shall be reviewed at least annually, beginning no more than 12 months after the Executive’s last salary review. The Annual Base Salary shall be paid at such intervals as the Company pays executive salaries generally. During the Employment Period, the Annual Base Salary shall be reviewed at least annually, beginning no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date. Any increase in the Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this\nAgreement. The Annual Base Salary shall not be reduced after any such increase and the term “Annual Base Salary” shall refer to the Annual Base Salary as so increased.\n(2)Annual Bonus. In addition to the Annual Base Salary, the Executive shall participate in a bonus program during the Employment Period and have a bonus which is no less favorable than the bonus for other employees of his level at the Company and its Affiliated Companies.\n(3)Incentive, Savings and Retirement Plans. During the Employment Period, the Executive shall be entitled to participate in all cash incentive, equity incentive, savings and retirement plans, practices, policies, and programs applicable generally to other peer executives of the Company and the Affiliated Companies (with such appropriate deviations by virtue of country of residence, commensurate with deviations in place prior to the Effective Date), but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and the Affiliated Companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and the Affiliated Companies.\n(4)Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and the Affiliated Companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and the Affiliated Companies (with such appropriate deviations by virtue of country of residence, commensurate with deviations in place prior to the Effective Date), but in no event shall such plans, practices, policies and programs provide the Executive with benefits that are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any\ntime after the Effective Date to other peer executives of the Company and the Affiliated Companies. If, on or prior to the Executive’s Date of Termination (as defined herein), the Executive has attained at least age 50 with at least 20 years of service with the Company (including all cumulative service, notwithstanding any breaks in service) the Executive shall be entitled to retiree medical and life insurance benefits at least equal to those that were provided to peer executives of the Company and the Affiliated Companies and their dependents (taking into account any required employee contributions, co-payments and similar costs imposed on the executives and the executives’ dependents and the tax treatment of participation in the plans, programs, practices and policies by the executive and the executives’ dependents) (with such appropriate deviations by virtue of country of residence, commensurate with deviations in place prior to the Effective Date), in accordance with the retiree medical plans, programs, practices and policies of the Company and the Affiliated Companies in effect as of the Date of Termination.\n(5)Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and the Affiliated Companies in effect for the Executive at any time during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.\n(6)Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits, including, without limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs and policies of the Company and the Affiliated Companies in effect for the Executive at any time during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.\n(7)Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and the Affiliated Companies at any time during the 180-day period\nimmediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.\n(8)Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and the Affiliated Companies as in effect for the Executive at any time during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.\n4.Termination of Employment.\n(a)Death or Disability. The Executive’s employment shall terminate automatically if the Executive dies during the Employment Period. If either the Company or the Executive (or his legal representative) determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period, such party may give the other party written notice (“Disability Notice”) in accordance with Section 12(b) of his or its intention that the Executive’s employment be terminated. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of the Disability Notice by the Executive or by the Company, as the case may be (the “Disability Effective Date”), provided that, within 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties.\n“Disability” means the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the party providing the Disability Notice and reasonably acceptable to the other party.\n(b)Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. “Cause” means:\n(1)the willful and continued failure of the Executive to perform substantially the Executive’s duties (as contemplated by Section 3(a)(1)(A)) with the Company or any Affiliated Company (other than any such failure resulting from incapacity due to physical or mental illness or following the Executive’s delivery of a Notice of Termination for Good Reason (as defined herein)), after a written demand for substantial performance is delivered to the Executive by the Board or\nthe Chief Executive Officer of the Company that specifically identifies the manner in which the Board or the Chief Executive Officer of the Company believes that the Executive has not substantially performed the Executive’s ditties, or\n(2)the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company.\nIn the case of clauses (1) and (2), the applicable conduct shall constitute cause only if such conduct has not been cured within 30 days after a written demand for substantial performance is delivered to the Executive by the Company that specifically identifies the manner in which the Company believes that the Executive has grossly neglected his duties or has engaged in gross misconduct.\nFor purposes of this Section 4(b), no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or its parent or a senior officer of the Company or its parent or based upon the advice of counsel for the Company or its parent shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (excluding the Executive, if the Executive is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in Section 4(b)(1) or 4(b)(2), and specifying the particulars thereof in detail.\n(c)Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive voluntarily without Good Reason. “Good Reason” means:\n(1)the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a), or any other diminution in such position (or removal from such position), authority, duties or responsibilities\n(whether or not occurring solely as a result of Mylan N.V. ceasing to be a publicly traded entity or becoming a subsidiary or a division of a publicly traded entity), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;\n(2)any failure by the Company to comply with any of the provisions of Section 3(b), other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;\n(3)the Company’s requiring the Executive (i) to be based at any office or location other than as provided in Section 3(a)(1)(B), (ii) to be based at a location other than the principal executive offices of the Company if the Executive was employed at such location immediately preceding the Effective Date, or (iii) to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date;\n(4)the failure by the Company to pay to the Executive any portion of any installment of deferred compensation, or lump sum under any deferred compensation program of the Company within 7 days after the Executive provides the Company with written notice of the failure to pay such compensation when it is due;\n(5)the failure by the Company to provide the Executive with the number of paid vacation days and holidays to which the Executive was entitled as of the Effective Date;\n(6)any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement;\n(7)any failure by the Company to comply with and satisfy Section 11(c);\n(8)if Mylan N.V. (or the entity effectuating a Change of Control) continues to exist and be a company registered under the Exchange Act after the Effective Date and continues to have in effect an equity-compensation plan, the failure of Mylan N.V. (or the entity effectuating the Change of Control) to grant to the Executive equity-based compensation with respect to a number of ordinary shares of Mylan N.V. (or shares of common stock of the entity effectuating the Change of Control) or value at least as great as that which the Executive received during the three calendar years immediately prior to the Effective Date, which equity-based compensation is on terms, including pricing relative to the market price at the time of grant, that\nis at least as favorable to the Executive as the terms of the grant last made to the Executive prior to the Effective Date; or\n(9)failure to include the Executive in any program or plan of benefits (including, but not limited to, stock option and deferred compensation plans), and failure to provide the Executive similar levels of benefit amounts or coverage, which benefits are either provided or otherwise offered to peer executives of the Company and the Affiliated Companies following the Effective Date.\n(10)the Executive’s termination of employment for Disability.\nFor purposes of this Section 4(c), any good faith determination of Good Reason made by the Executive shall be conclusive. The Executive’s mental or physical incapacity following the occurrence of an event described above shall not affect the Executive’s ability to terminate employment for Good Reason.\n(d)Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason (other than Disability, which is addressed in Section 4(a)), shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 12(b). “Notice of Termination” means a written notice that (1) indicates the specific termination provision in this Agreement relied upon, (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (3) if the Date of Termination (as defined herein) is other than the date of receipt of such notice, specifies the Date of Termination (which Date of Termination shall be not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s respective rights hereunder.\n(e)Date of Termination. “Date of Termination” means (1) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified in the Notice of Termination (which date shall not be more than 30 days after the giving of such notice), as the case may be, (2) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, and (3) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.\n5.Obligations of the Company upon Termination.\n(a)Good Reason, Death or Disability; Other Than for Cause. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause or the Executive resigns for Good Reason or if the Executive’s employment is terminated as a result of the Executive’s death or Disability:\n(1)the Company shall pay to the Executive (or the Executive’s estate or beneficiary, in the event of the Executive’s death), in a lump sum in cash within 30 days after the Date of Termination (or, if required by Section 409A of the Code to avoid the imposition of additional taxes, on the date that is six (6) months following the Date of Termination), the aggregate of the following amounts:"} +{"idx": 42, "level": 4, "span": "(A)\nthe sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (ii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case, to the extent not theretofore paid (the sum of the amounts described in subclauses (i) and (ii) the “Accrued Obligations”); and"} +{"idx": 42, "level": 4, "span": "(B)\nthe amount equal to three (3) times the sum of: (i) the Executive’s then-current Annual Base Salary, plus (ii) an amount equal to the highest bonus determined to date under Section 4(b) of the Employment Agreement or paid to the Executive hereunder (in the case of death or the Executive’s Disability, reduced (but not below zero) by any disability or death benefits that the Executive or the Executive’s estate or beneficiaries are entitled to pursuant to plans or arrangements of the Company);\n(2)for three years after the Executive’s Date of Termination (or such shorter period as required by Section 409A of the Code to avoid the imposition of additional taxes), the Company shall continue to provide benefits to the Executive and/or the Executive’s dependents at least equal to those that were provided to them (taking into account any required employee contributions, co-payments and similar costs imposed on the Executive and the Executive’s dependents and the tax treatment of participation in the plans, programs, practices and policies by the Executive and the Executive’s dependents) by or on behalf of the Company and or the Affiliated Companies in accordance with the benefit plans, programs, practices and policies (including those provided under the Employment Agreement) in effect immediately prior to a Change of Control or, if more favorable to the Executive, as\nin effect any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their dependents; provided, however, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, program, practice or policy, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, program, practice or policy during such applicable period of eligibility; and\n(3)to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6).\nNotwithstanding the above, to the extent the Executive is terminated (i) prior to the date on which a Change of Control occurs or (ii) following a Change of Control but prior to a change in ownership or control of the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), amounts payable to the Executive hereunder, to the extent not in excess of the amount that the Executive would have received under any other pre-Change-of-Control severance plan or arrangement with the Company had such plan or arrangement been applicable, shall be paid at the time and in the manner provided by such plan or arrangement and the remainder shall be paid to the Executive in accordance with the provisions of this Section 5(a).\n(b)Cause; Other Than for Good Reason. If the Executive’s employment is terminated for Cause during the Employment Period, the Company shall provide to the Executive (1) the Executive’s Annual Base Salary through the Date of Termination, (2) the amount of any compensation previously deferred by the Executive, and (3) the Other Benefits, in each case, to the extent theretofore unpaid, and shall have no other severance obligations under this Agreement. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, the Company shall provide to the Executive the Accrued Obligations and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. In such case, all the Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.\n(c)Conditions to Payment and Acceleration; Section 409A of the Code. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary; to the extent required in order to\navoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to the Executive under Section 5 of this Agreement until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in Section 5 that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid on the first business day after the date that is six months following the Executive’s termination of employment (or death, if earlier). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year; provided, however, that with respect to any reimbursements for any taxes which the Executive would become entitled to under the terms of the Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the calendar year following the calendar year in which the Executive remits the related taxes.\n6.Employment Agreement; Non-Exclusivity of Rights. The Executive shall be entitled to the higher of the benefits and compensation payable under this Agreement or those payable under the Employment Agreement as if the Change of Control were deemed a termination without Cause (as defined therein). It is the intent of the parties that nothing in this Agreement or in the Employment Agreement shall affect any right the Executive may have with respect to: (i) any vested or other benefits that the Executive is entitled to receive under any plan, policy, practice or program of or any other contract or agreement with the Company or the Affiliated Companies at or subsequent to a Change of Control (“Other Benefits”); and (ii) continuing or future participation in any plan, program, policy or practice provided by the Company or the Affiliated Companies and for which the Executive may qualify. If the Executive’s employment is terminated by reason of the Executive’s Disability (or death), with respect to the provision of the Other Benefits, the term “Other Benefits” shall include, and the Executive (or the estate or beneficiary of the Executive, in the event of the Executive’s death) shall be entitled after the Disability Effective Date (or upon the\nExecutive’s death) to receive, disability (or death) benefits and other benefits at least equal to the most favorable of those generally provided by the Company and the Affiliated Companies to disabled executives (or to the estates and beneficiaries of deceased executives) and/or their families in accordance with such plans, programs, practices and policies relating to disability (or death), if any, as in effect generally with respect to other peer executives of the Company and the Affiliated Companies and their families at any time during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the Company and the Affiliated Companies and their families.\n7.No Set-Off; Company’s Obligations; Mitigation. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right or action that the Company or its parent may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest or disagreement (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code. No obligation of the Company under this Agreement to pay the Executive’s fees or expenses shall in any manner confer upon the Company any right to select or approve any of the attorneys or accountants engaged by the Executive.\n8.Section 280G Matters. Notwithstanding any other provision of this Agreement,\n(a)In the event it is determined by an independent nationally recognized public accounting firm, which is engaged and paid for by the Company or its parent prior to the consummation of any transaction constituting a Change of Control (which for purposes of this Section 8 shall mean a change in ownership or control as determined in accordance with the regulations promulgated under Section 280G of the Code), which accounting firm shall in no event be the accounting firm for the entity seeking to effectuate the Change of Control (the “Accountant”), which determination shall be certified by the Accountant and set forth in a certificate delivered to the Executive not less than ten business days prior to the Change of Control setting forth in reasonable detail the basis of the Accountant’s calculations (including any assumptions that the\nAccountant made in performing the calculations), that part or all of the consideration, compensation or benefits to be paid to the Executive under this Agreement constitute “parachute payments” under Section 280G(b)(2) of the Code, then, if the aggregate present value of such parachute payments, singularly or together with the aggregate present value of any consideration, compensation or benefits to be paid to the Executive under any other plan, arrangement or agreement which constitute “parachute payments” (collectively, the “Parachute Amount”) exceeds the maximum amount that would not give rise to any liability under Section 4999 of the Code, the amounts constituting “parachute payments” which would otherwise be payable to the Executive or for his benefit shall be reduced to the maximum amount that would not give rise to any liability under Section 4999 of the Code (the “Reduced Amount”); provided that such amounts shall not be so reduced if the Accountant determines that without such reduction the Executive would be entitled to receive and retain, on a net after-tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an amount which is greater than the amount, on a net after-tax basis, that the Executive would be entitled to retain upon receipt of the Reduced Amount. In connection with making determinations under this Section 8, the Accountant shall take into account any positions to mitigate any excise taxes payable under Section 4999 of the Code, such as the value of any reasonable compensation for services to be rendered by the Executive before or after the Change of Control, including any amounts payable to the Executive following the Executive’s termination of employment hereunder with respect to any non-competition provisions that may apply to the Executive, and the Company shall cooperate in the valuation of any such services, including any non-competition provisions.\n(b)If the determination made pursuant to Section 8(a) results in a reduction of the payments that would otherwise be paid to the Executive except for the application of Section 8(a), the Company shall promptly give the Executive notice of such determination. Such reduction in payments shall be first applied to reduce any cash payments that the Executive would otherwise be entitled to receive (whether pursuant to this Agreement or otherwise) and shall thereafter be applied to reduce other payments and benefits, in each case, in reverse order beginning with the payments or benefits that are to be paid the furthest in time from the date of such determination, unless, to the extent permitted by Section 409A of the Code, the Executive elects to have the reduction in payments applied in a different order; provided that, in no event may such payments be reduced in a manner that would result in subjecting the Executive to additional taxation under Section 409A of the Code.\n(c)As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time of a determination hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the Executive’s\nbenefit pursuant to this Agreement which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the Executive’s benefit pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accountant, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive which the Accountant believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the Executive’s benefit shall be repaid by the Executive to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Sections 1 and 4999 of the Code or generate a refund of such taxes. In the event that the Accountant, based on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the Executive’s benefit together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code.\n9.Covenants of Executive.\n(a)Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or the Affiliated Companies, and their respective businesses, which information, knowledge or data shall have been obtained by the Executive during the Executive’s employment by the Company or the Affiliated Companies and which information, knowledge or data shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those persons designated by the Company. In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Securities and Exchange Commission (the “SEC”) pursuant to Section 21F of the U.S. Securities Exchange Act of 1934, as amended, does not limit Employee's ability to communicate with the SEC pursuant to such provision or limit Executive’s right to receive an award for information provided to the SEC pursuant to such provision.\n(b)Non-Competition. In consideration for the protections provided to the Executive under this Agreement, the Executive agrees that from the Date of Termination until the first anniversary thereof (the “Covenant Period”), the Executive will not, except for the practice of law, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director or otherwise with, or (other than through the ownership of not more than five percent (5%) of the voting stock of any publicly held corporation) have any financial interest in, or aid or assist anyone else in the conduct of, a business which at the time of such termination competes in the United States with a business conducted by the Company or any group, division, parent or subsidiary of the Company (“Company Group”) as of the Date of Termination. Notwithstanding the foregoing, the Executive’s employment by a business that competes with the business of the Company or its parent, or the retention of the Executive as a consultant by any such business shall not violate this Section 9(b) if the Executive’s duties and actions for the business are solely for groups, divisions or subsidiaries that are not engaged in a business that competes with a business conducted by the Company or its parent. No business shall be deemed to be a business conducted by the Company or its parent unless the Company or its parent was engaged in the business as of the Date of Termination and continues to be engaged in the business and at least twenty-five percent (25%) of the Company’s or its parent’s consolidated gross sales and operating revenues, or net income, is derived from, or at least twenty-five percent (25%) of the Company’s or its parent’s consolidated assets are devoted to, such business and no business shall be deemed to compete with a business conducted by the Company or its parent unless at least twenty-five percent (25%) of the consolidated gross sales and operating revenues, or net income, of any consolidated group that includes the business, is derived from, or at least twenty-five percent (25%) of the consolidated assets of any such consolidated group are devoted to, such business.\n(c)Non-Solicitation. During the Covenant Period, the Executive shall not solicit on the Executive’s behalf or on behalf of any other person the services, as employee, consultant or otherwise of any person who on the Date of Termination is employed by the Company Group, whether or not such person would commit any breach of his contract of service in leaving such employment, except for any employee (i) whose employment is terminated by the Company or any successor thereof prior to such solicitation of such employee, (ii) who initiates discussions regarding such employment without any solicitation by the Executive, (iii) who responds to any public advertisement unless such advertisement is designed to target, or has the effect of targeting, employees of the Company, or (iv) who is initially solicited for a position other than by the Executive and without any suggestion or advice from the Executive. Nothing herein shall restrict businesses that employ the\nExecutive or retain the Executive as an executive from soliciting from time to time employees of the Company Group, if (A) such solicitation occurs in the ordinary course of filling the business’s employment needs, and (B) the solicitation is made by persons at the business other than the Executive who have not become aware of the availability of any specific employees as a result of the advice of the Executive.\n(d)Continuation of Employment. The Executive agrees not to voluntarily terminate employment with the Company (other than (i) as a result of an event that would constitute Good Reason that is at the request of a third party that has taken steps reasonably calculated to effectuate a Change of Control or otherwise arose in connection with or in anticipation of a Change of Control or (ii) by reason of non-extension or non-renewal of the Employment Agreement or such other employment agreement entered into by and between the Executive and the Company from time to time) from such time as the Company has entered into an agreement that would result in a Change of Control until the Change of Control; provided, that such provision shall cease to apply upon the termination of such agreement or if the Change of Control has not occurred within one year following the execution of such agreement\n10.Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that the Executive shall be entitled to seek specific performance of the Executive’s right to be paid any amounts or provided with any benefits due to the Executive hereunder during the pendency of any dispute or controversy arising under or in connection with this Agreement.\n11.Successors.\n(a)This Agreement is personal to the Executive, and, without the prior written consent of the Company, shall not be assignable by the Executive; provided, however, the Executive may designate one or more beneficiaries to receive amounts payable hereunder after his death. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.\n(b)This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Except as provided in Section 11(c), without the prior written consent of the Executive this Agreement shall not be assignable by the Company.\n(c)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Mylan N.V. to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the\nCompany would be required to perform it if no such succession had taken place. For purposes of this Section 11(c), “Mylan N.V.” means Mylan N.V. and any successor to its business and/or assets that assumes and agrees to perform this Agreement by operation of law or otherwise.\n12.Miscellaneous.\n(a)This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified other than by a written agreement executed by the parties hereto or their respective successors, permitted assigns and legal representatives.\n(b)All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:\nif to the Executive:\nat the most recent address on record at the Company;\nif to the Company:\nMylan Inc.\n1000 Mylan Blvd.\nCanonsburg, PA 15317"} +{"idx": 43, "level": 1, "span": "TABLE OF CONTENTS"} +{"idx": 43, "level": 0, "span": "ADVISORY AGREEMENT\nTHIS ADVISORY AGREEMENT (this “Agreement”), dated as of March 23, 2017 (the “Effective\nDate”), is entered into by and among Rodin Global Property Trust, Inc., a Maryland corporation (the “Company”), Rodin Global Property Trust Operating Partnership, L.P., a Delaware limited partnership (the\n“Operating Partnership”), Rodin Global Property Advisors, LLC, a Delaware limited liability company (the “Advisor”) and, solely in connection with the obligations set forth in Article 13, Cantor\nFitzgerald Investors, LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used herein shall have the meanings ascribed to them in Article 1 below."} +{"idx": 43, "level": 1, "span": "W I T N E S S E T H\nWHEREAS, the Company intends to qualify as a REIT and intends to invest its funds in investments permitted by the terms of Sections 856\nthrough 860 of the Code;\nWHEREAS, the Company is the general partner of the Operating Partnership and intends to conduct all of its\nbusiness and make all or substantially all Investments through the Operating Partnership;\nWHEREAS, the Company and the Operating\nPartnership desire to avail themselves of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the Advisor and to have the Advisor undertake the duties and responsibilities set forth herein, on\nbehalf of, and subject to the supervision of, the Board of the Company, all as provided herein; and\nWHEREAS, the Advisor is willing to\nundertake to render such services, subject to the supervision of the Board, on the terms and conditions hereinafter set forth.\nNOW,\nTHEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:"} +{"idx": 43, "level": 2, "span": "ARTICLE 1"} +{"idx": 43, "level": 2, "span": "DEFINITIONS\nAs used in this Agreement, the following terms shall have the meanings specified below:"} +{"idx": 43, "level": 2, "span": "Acquisition Expenses\n means any and all expenses incurred by the Company, the Operating Partnership, the Advisor or any of their\nAffiliates in connection with the selection, evaluation, acquisition, origination or development of any Investments, whether or not acquired or originated, as applicable, including, without limitation, legal fees and expenses, travel and\ncommunications expenses, costs of appraisals, surveys and environmental site assessments, nonrefundable option payments on properties or other investments not acquired, accounting fees and expenses, title insurance premiums, and the costs of\nperforming due diligence. "} +{"idx": 43, "level": 2, "span": "Advisor\n means: (i) Rodin Global Property Advisors, LLC, a Delaware limited liability\ncompany; or (ii) any successor advisor to the Company. "} +{"idx": 43, "level": 2, "span": "Affiliate or Affiliated\n means with respect to any\nPerson: (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent or more of the outstanding voting securities of such other Person; (ii) any Person ten percent or more of whose outstanding\nvoting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person;\n(iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. An entity shall not be deemed to\ncontrol or be under common control with a program sponsored by the Sponsor unless (A) the entity owns ten percent or more of the voting equity interests of \nsuch program or (B) a majority of the Board (or equivalent governing body) of such program is composed of Affiliates of the entity."} +{"idx": 43, "level": 2, "span": "Asset Management Fee\n means the fees payable to the Advisor pursuant to Section 8.01. "} +{"idx": 43, "level": 2, "span": "Average Invested Assets\n means, for a specified period, the average of the aggregate book value of the assets of the Company\ninvested, directly or indirectly, in Investments before reserves for depreciation or bad debts or other similar non-cash reserves, computed by taking the average of such values at the end of each month during\nsuch period. "} +{"idx": 43, "level": 2, "span": "Board\n means the board of directors of the Company, as of any particular time. "} +{"idx": 43, "level": 2, "span": "Bylaws\n means the bylaws of the Company, as amended from time to time. "} +{"idx": 43, "level": 2, "span": "Cause\n means with respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct, gross negligence or\nbreach of fiduciary duty by the Advisor, or a material breach of this Agreement by the Advisor, which has not been cured within thirty (30) days after written notice thereof. "} +{"idx": 43, "level": 2, "span": "Charter\n means the articles of incorporation of the Company, as amended from time to time. "} +{"idx": 43, "level": 2, "span": "Class A Shares\n means the Class A shares of the Company’s common stock, par value\n$0.01 per share, offered pursuant to the Offering. "} +{"idx": 43, "level": 2, "span": "Class I Shares \nmeans the\nClass I shares of the Company’s common stock, par value $0.01 per share, offered pursuant to the Offering. "} +{"idx": 43, "level": 2, "span": "Class T Shares\n means the Class T shares of the Company’s common stock, par value\n$0.01 per share, offered pursuant to the Offering. "} +{"idx": 43, "level": 2, "span": "Code\n means the Internal Revenue Code of 1986, as amended from time to\ntime, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable\nregulations as in effect from time to time. "} +{"idx": 43, "level": 2, "span": "Company\n means Rodin Global Property Trust, Inc., a corporation organized under\nthe laws of the State of Maryland. "} +{"idx": 43, "level": 2, "span": "Contract Sales Price\n means the total consideration received by the Company for the sale\nof an Investment. "} +{"idx": 43, "level": 2, "span": "Cost of Investments\n means the sum of: (i) with respect to the acquisition or origination of a\nProperty, Loan or other permitted investment to be wholly owned, directly or indirectly, by the Company, the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Property, Loan or\nother permitted investment, inclusive of expenses associated with such Property, Loan or other permitted investment and the amount of any debt associated with, or used to fund the investment in, such Property, Loan or other permitted investment; and\n(ii) with respect to the acquisition or origination of a Property, Loan or other permitted investment through any Joint Venture, the portion of the amount actually paid or allocated to fund the acquisition, origination, development,\nconstruction or improvement of the Property, Loan or other permitted investment, inclusive of expenses associated with such Property, Loan or other permitted investment and expenses of the Joint Venture, plus the amount of any debt associated with,\nor used to fund the investment in, such Property, Loan or other permitted investment that is attributable to the Company’s investment in such Joint Venture. "} +{"idx": 43, "level": 2, "span": "Dealer Manager\n means Cantor Fitzgerald & Co., a New York general partnership, or such other Person or entity selected\nby the Board to act as dealer manager for the Offering. "} +{"idx": 43, "level": 2, "span": "Disposition Fee\n means the fees payable to the Advisor pursuant to\nSection 8.02. "} +{"idx": 43, "level": 2, "span": "Distribution\n means any distributions of money or other property by the Company to\nStockholders, including distributions that may constitute a return of capital for federal income tax purposes. "} +{"idx": 43, "level": 2, "span": "Distribution\nFee\n has the meaning set forth in the Charter. "} +{"idx": 43, "level": 2, "span": "Excess Amount\n has the meaning set forth in\nSection 9.03. "} +{"idx": 43, "level": 2, "span": "Expense Year\n has the meaning set forth in Section 9.03.\n"} +{"idx": 43, "level": 3, "span": "FINRA\n means the Financial Industry Regulatory Authority, Inc. "} +{"idx": 43, "level": 3, "span": "GAAP\n means generally accepted accounting principles as in effect in the United States of America from time to time. "} +{"idx": 43, "level": 2, "span": "Good Reason\n means either: (i) any failure by the Company or the Operating Partnership to obtain a satisfactory agreement\nfrom any successor to the Company or the Operating Partnership to assume and agree to perform the Company’s or the Operating Partnership’s obligations under this Agreement; or (ii) any material breach of this Agreement of any nature\nwhatsoever by the Company or the Operating Partnership. "} +{"idx": 43, "level": 2, "span": "Gross Proceeds\n means the aggregate purchase price of all Shares\nsold for the account of the Company through an Offering, without deduction for Organization and Offering Expenses, and not including Shares sold pursuant to the Company’s distribution reinvestment plan. "} +{"idx": 43, "level": 2, "span": "Independent Directors\n has the meaning set forth in the Charter. "} +{"idx": 43, "level": 2, "span": "Independent Appraisers\n has the meaning set forth in the Charter. "} +{"idx": 43, "level": 2, "span": "Initial Public Offering\n means the initial public offering of Shares registered on Registration Statement No. 333-214130 on Form S-11. "} +{"idx": 43, "level": 2, "span": "Investments\n means any investments by the Company or the Operating Partnership in Properties, Loans and all other permitted\ninvestments in which the Company or the Operating Partnership may acquire an interest, either directly or indirectly, including through ownership interests in a Joint Venture, pursuant to its Charter, Bylaws or operating partnership agreement, as\napplicable, and the investment objectives and policies adopted by the Board from time to time, other than short-term investments acquired for purposes of cash management. "} +{"idx": 43, "level": 2, "span": "Joint Venture\n means any joint venture, limited liability company, partnership or other entity arrangements in which the Company\nor any of its subsidiaries is a co-venturer, member or partner established to acquire or hold Investments. "} +{"idx": 43, "level": 2, "span": "Listing\n means the listing of the Shares on a national securities exchange. Upon such Listing, the Shares shall be deemed\n“Listed.” "} +{"idx": 43, "level": 2, "span": "Loans\n means mortgage loans and other types of debt investments made by the Company or the Operating\nPartnership, either directly or indirectly, including through ownership interests in a Joint Venture, including, without limitation, mezzanine loans, B-Notes, bridge loans, convertible debt, wraparound\nmortgage loans, construction mortgage loans, loans on leasehold interests, and participations in such loans. "} +{"idx": 43, "level": 2, "span": "NASAA REIT\nGuidelines\n means the Statement of Policy Regarding Real Estate Investment Trusts published by the North American Securities Administrators Association as in effect on the Effective Date. "} +{"idx": 43, "level": 3, "span": "NAV\n means the Company’s net asset value, calculated on a quarterly basis pursuant to the Company’s Valuation\nGuidelines. "} +{"idx": 43, "level": 2, "span": "Net Income\n means, for any period, the Company’s total revenues applicable to\nsuch period, less the total expenses applicable to such period excluding additions to reserves for depreciation, bad debts or other similar non-cash reserves; provided, however, Net Income for\npurposes of calculating total allowable Operating Expenses (as defined herein) shall exclude the gain from the sale of the Company’s assets. "} +{"idx": 43, "level": 2, "span": "Offering\n means any offering of Shares that is registered with the SEC, excluding Shares offered under any employee benefit plan.\n"} +{"idx": 43, "level": 2, "span": "Operating Expenses\n means all costs and expenses paid or incurred by the Company, as determined under GAAP, that in any way\nare related to the operation of the Company or its business, including asset management fees paid to the Advisor, but excluding: (i) the expenses of raising capital such as Organization and Offering Expenses, legal, audit, accounting,\nunderwriting, brokerage, listing, registration, and other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and Listing; (ii) interest payments; (iii) taxes; (iv) non-cash expenditures such as depreciation, amortization, and bad debt reserves; (v) incentive fees paid in compliance with the NASAA REIT Guidelines; and (vi) acquisition fees, Acquisition\nExpenses, Disposition Fees on the sale of real property and other fees and expenses connected with the acquisition, financing, origination, disposition and ownership of real estate interests, loans or other property (other than Disposition Fees on\nthe sale of assets other than real property), including the costs of foreclosure, insurance premiums, legal services, maintenance, repair, and improvement of property. The definition of “Operating Expenses” set forth above is intended to\nencompass only those expenses which are required to be treated as “Total Operating Expenses” under the NASAA REIT Guidelines. As a result, and notwithstanding the definition set forth above, any expense of the Company which is not part of\nTotal Operating Expenses under the NASAA REIT Guidelines shall not be treated as part of “Operating Expenses” for purposes hereof. "} +{"idx": 43, "level": 2, "span": "Operating Partnership\n means Rodin Global Property Trust Operating Partnership, LP, a Delaware limited partnership formed to own\nand operate Investments on behalf of the Company. "} +{"idx": 43, "level": 1, "span": "Operating Partnership Agreement\n means the limited partnership agreement\nby and among the Company, the Sponsor and Rodin Global Property Trust OP Holdings, LLC, as amended. "} +{"idx": 43, "level": 2, "span": "OP Units\n means the\nunits of limited partnership interest in the Operating Partnership. "} +{"idx": 43, "level": 2, "span": "Organization and Offering Expenses\n means any and all\ncosts and expenses incurred by or on behalf of the Company and to be paid from the assets of the Company in connection with the formation of the Company and the qualification and registration of an Offering, and the marketing and distribution of\nShares, including, without limitation, total underwriting and brokerage discounts and commissions (including fees of the underwriters’ attorneys), expenses for printing, preparing and amending registration statements or supplementing\nprospectuses, mailing and distributing costs, salaries of employees while engaged in sales activities, telephone and other telecommunications costs, all advertising and marketing expenses, charges of transfer agents, registrars, trustees, escrow\nholders, depositories and experts and fees, expenses and taxes related to the filing, registration and qualification of the sale of the Shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees,\nbona-fide due diligence expenses of broker-dealers and expenses incurred by the Advisor for administrative services related to the issuance of the Shares. "} +{"idx": 43, "level": 2, "span": "Person\n means an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or\n501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code,\njoint stock company or other entity, or any government or any agency or political subdivision thereof, and also includes a group as that term is used for purposes of \nSection 13(d)(3) of the Securities Exchange Act of 1934, as amended."} +{"idx": 43, "level": 2, "span": "Property\n means any real property or properties transferred or conveyed to the Company or the Operating Partnership, either\ndirectly or indirectly, including through ownership interests in a Joint Venture. "} +{"idx": 43, "level": 2, "span": "Property Manager\n means an entity that has\nbeen retained to perform and carry out property management services at one or more of the Properties, excluding persons, entities or independent contractors retained or hired to \nperform facility management or other services or tasks at a particular Property, the costs for which are passed through to and ultimately paid by the tenant at such Property."} +{"idx": 43, "level": 2, "span": "Prospectus\n means the Company’s final prospectus for any public offering within the meaning of Section 2(10) of the\nSecurities Act of 1933, as amended. "} +{"idx": 43, "level": 2, "span": "Refinancing Coordination Fee\n has the meaning set forth in\nSection 8.03. "} +{"idx": 43, "level": 2, "span": "Registration Statement\n means the registration statement filed by the Company with\nthe SEC on Form S-11 (Reg. No. 333-214130), as amended from time to time, in connection with the Initial Public Offering. "} +{"idx": 43, "level": 3, "span": "REIT\n means a “real estate investment trust” under Sections 856 through 860 of the Code. "} +{"idx": 43, "level": 2, "span": "Sale\n means (i) any transaction or series of transactions whereby: (A) the Company or the Operating Partnership,\ndirectly or indirectly (except as described in other subsections of this definition), sells, grants, transfers, conveys or relinquishes its ownership of any Investment or portion thereof, including the lease of any Property consisting of a building\nonly, and including any event with respect to any Investment which gives rise to a significant amount of insurance proceeds or condemnation awards, and including the issuance by one of the Company’s subsidiaries of any asset backed securities\nor collateralized debt obligations as part of a securitization transaction; (B) the Company or the Operating Partnership, directly or indirectly (except as described in other subsections of this definition), sells, grants, transfers, conveys or\nrelinquishes its ownership of all or substantially all of the interest of the Company or the Operating Partnership in any Joint Venture in which it is a co-venturer or partner; (C) any Joint Venture in\nwhich the Company or the Operating Partnership is a co-venturer or partner directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys or relinquishes\nits ownership of any Investment or portion thereof, including any event with respect to any Investment which gives rise to a significant amount of insurance proceeds or condemnation awards, and including the issuance by such a Joint Venture or one\nof its subsidiaries of any asset backed securities or collateralized debt obligations as part of a securitization transaction; or (D) the Company directly or indirectly (except as described in other subsections of this definition), sells,\ngrants, conveys or relinquishes its interest in any Investment or portion thereof, including any payments thereunder or in satisfaction thereof (other than regularly scheduled interest payments) or any amounts owed pursuant to such Investment, and\nincluding any event with respect to any Investment which gives rise to a significant amount of insurance proceeds or similar awards; or (E) the Company directly or indirectly (except as described in other subsections of this definition) sells,\ngrants, transfers, conveys or relinquishes its ownership of any other asset not previously described in this definition or any portion thereof, but (ii) not including any transaction or series of transactions specified in clause (i) (A)\nthrough (E) above in which the proceeds of such transaction or series of transactions are reinvested by the Company in one or more assets within 180 days thereafter. "} +{"idx": 43, "level": 3, "span": "SEC\n means the United States Securities and Exchange Commission. "} +{"idx": 43, "level": 2, "span": "Securities\n means any Shares, any other stock, shares or other evidences of equity or beneficial or other interests, voting trust\ncertificates, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares\nor participations in, temporary or interim certificates for, receipts for, guarantees of, or warrants, options or rights to subscribe to, purchase or acquire, any of the foregoing. "} +{"idx": 43, "level": 2, "span": "Selling Commissions\n has the meaning set forth in the Charter. "} +{"idx": 43, "level": 2, "span": "Shares\n means collectively, the Class A Shares, Class T Shares and Class I Shares. "} +{"idx": 43, "level": 2, "span": "Special OP Units\n means the separate series of limited partnership interests issued in accordance with\nSection 8.04. "} +{"idx": 43, "level": 2, "span": "Sponsor\n means Cantor Fitzgerald Investors, LLC, a Delaware limited liability\ncompany. "} +{"idx": 43, "level": 2, "span": "Stockholders\n means the registered holders of the Shares. "} +{"idx": 43, "level": 2, "span": "Termination Date\n means the date of termination of the Agreement determined in\naccordance with Article 14 hereof. "} +{"idx": 43, "level": 2, "span": "Valuation Guidelines\n means the valuation guidelines adopted by\nthe Board, as amended from time to time. "} +{"idx": 43, "level": 3, "span": "2%/25% Guidelines\n means the requirement pursuant to the NASAA REIT Guidelines\nthat, in any period of four consecutive fiscal quarters, total Operating Expenses not exceed the greater of 2.0% of the Company’s Average Invested Assets during such 12-month period or 25.0% of the\nCompany’s Net Income over the same 12-month period. "} +{"idx": 43, "level": 2, "span": "ARTICLE 2"} +{"idx": 43, "level": 2, "span": "APPOINTMENT\nThe Company\nand the Operating Partnership hereby appoint the Advisor to serve as their advisor and asset manager subject to the terms and upon the conditions set forth in this Agreement, and the Advisor hereby accepts such appointment."} +{"idx": 43, "level": 2, "span": "ARTICLE 3"} +{"idx": 43, "level": 2, "span": "DUTIES OF\nTHE ADVISOR\nThe Advisor is responsible for managing, operating, directing and supervising the operations and administration of the\nCompany and its assets. The Advisor undertakes to use its commercially reasonable efforts to present to the Company and the Operating Partnership potential investment opportunities, to make investment decisions on behalf of the Company subject\nto the limitations in the Company’s Charter, the direction and oversight of the Board and Section 4.03 hereof, and to provide the Company with a continuing and suitable investment program consistent with the investment\nobjectives and policies of the Company as determined and adopted from time to time by the Board. Subject to the limitations set forth in this Agreement, including Article 4 hereof, and the continuing and exclusive\nauthority of the Board over the management of the Company, the Advisor shall, either directly or by engaging an Affiliate or third party, perform the following duties at the request of the Company:"} +{"idx": 43, "level": 2, "span": "3.01 Offering Services\n. The Advisor shall manage and supervise: \n(i) Development of the Initial Public Offering and any subsequent or simultaneous Offering approved by the Board, including the\ndetermination of the specific terms of the securities to be offered by the Company, preparation of all offering and related documents, and obtaining all required regulatory approvals of such documents;\n(ii) Along with the Dealer Manager, approval of the participating broker-dealers and negotiation of the related selling\nagreements;\n(iii) Coordination of the due diligence process relating to participating broker-dealers and their review of\nthe Registration Statement and other Offering and Company documents;\n(iv) Preparation and approval of all marketing\nmaterials contemplated to be used by the Dealer Manager or others relating to the Offering;\n(v) Along with the Dealer\nManager, negotiation and coordination with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements, commissions, and other administrative support functions;\n(vi) Creation and implementation of various technology and electronic communications related to the Offering; and\n(vii) All other services related to the Offering, other than services that (a) are to be performed by the Dealer Manager,\n(b) the Company elects to perform directly or (c) would require the Advisor to register as a broker-dealer with the SEC, FINRA or any state."} +{"idx": 43, "level": 4, "span": "(i) Development of the Initial Public Offering and any subsequent or simultaneous Offering approved by the Board, including the\ndetermination of the specific terms of the securities to be offered by the Company, preparation of all offering and related documents, and obtaining all required regulatory approvals of such documents;"} +{"idx": 43, "level": 4, "span": "(ii) Along with the Dealer Manager, approval of the participating broker-dealers and negotiation of the related selling\nagreements;"} +{"idx": 43, "level": 4, "span": "(iii) Coordination of the due diligence process relating to participating broker-dealers and their review of\nthe Registration Statement and other Offering and Company documents;"} +{"idx": 43, "level": 4, "span": "(iv) Preparation and approval of all marketing\nmaterials contemplated to be used by the Dealer Manager or others relating to the Offering;"} +{"idx": 43, "level": 4, "span": "(v) Along with the Dealer\nManager, negotiation and coordination with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements, commissions, and other administrative support functions;"} +{"idx": 43, "level": 4, "span": "(vi) Creation and implementation of various technology and electronic communications related to the Offering; and"} +{"idx": 43, "level": 4, "span": "(vii) All other services related to the Offering, other than services that (a) are to be performed by the Dealer Manager,\n(b) the Company elects to perform directly or (c) would require the Advisor to register as a broker-dealer with the SEC, FINRA or any state."} +{"idx": 43, "level": 2, "span": "3.02 Acquisition Services\n. \nThe Advisor shall:\n(i) Serve as the Company’s investment and financial advisor and obtain certain market research and economic and\nstatistical data in connection with the Company’s Investments and investment objectives and policies;\n(ii) Subject to\nArticle 4 hereof and the investment objectives and policies of the Company: (a) locate, analyze and select potential Investments; (b) structure and negotiate the terms and conditions of transactions pursuant\nto which the Investments will be made; and (c) acquire Investments on behalf of the Company;\n(iii) Oversee the due\ndiligence process related to prospective investments;\n(iv) Prepare reports regarding prospective investments which include\nrecommendations and supporting documentation necessary for the Board to evaluate the prospective investments;\n(v) Obtain\nreports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of prospective investments of the Company; and\n(vi) Negotiate and execute approved Investments and other transactions."} +{"idx": 43, "level": 4, "span": "(i) Serve as the Company’s investment and financial advisor and obtain certain market research and economic and\nstatistical data in connection with the Company’s Investments and investment objectives and policies;"} +{"idx": 43, "level": 4, "span": "(ii) Subject to\nArticle 4 hereof and the investment objectives and policies of the Company: (a) locate, analyze and select potential Investments; (b) structure and negotiate the terms and conditions of transactions pursuant\nto which the Investments will be made; and (c) acquire Investments on behalf of the Company;"} +{"idx": 43, "level": 4, "span": "(iii) Oversee the due\ndiligence process related to prospective investments;"} +{"idx": 43, "level": 4, "span": "(iv) Prepare reports regarding prospective investments which include\nrecommendations and supporting documentation necessary for the Board to evaluate the prospective investments;"} +{"idx": 43, "level": 4, "span": "(v) Obtain\nreports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of prospective investments of the Company; and"} +{"idx": 43, "level": 4, "span": "(vi) Negotiate and execute approved Investments and other transactions."} +{"idx": 43, "level": 2, "span": "3.03 Asset Management Services\n. \nThe Advisor shall:\n(i) Investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems\nnecessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians,\nagents for collection, insurers, insurance agents, developers, construction companies, Property Managers and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing\nservices;\n(ii) Monitor applicable markets and obtain reports (which may be prepared by the Advisor or its Affiliates)\nwhere appropriate, concerning the value of Investments of the Company;\n(iii) Monitor and evaluate the performance of\nInvestments of the Company, provide daily management services to the Company and perform and supervise the various management and operational functions related to the Company’s Investments;\n(iv) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation,\nmaintenance, improvement, financing and refinancing, marketing, leasing and disposition of Investments on an overall portfolio basis;\n(v) Oversee the performance by the Property Managers of their duties, including collection and proper deposits of rental\npayments and payment of Property expenses and maintenance;\n(vi) Conduct periodic\non-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of the Property\nManagers;\n(vii) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and\nsubmitted by each Property Manager and aggregate these property budgets into the Company’s overall budget;\n(viii)\nCoordinate and manage relationships between the Company and any Joint Venture partners;\n(ix) Provide financial and\noperational planning services and investment portfolio management functions;\n(x) Assist the Board in the development,\noversight, implementation and coordination of the Company’s NAV procedures;\n(xi) Provide information in connection with the Company’s Properties and\nInvestments to the Independent Appraisers and other parties involved in determining the NAV and obtain market quotations or conduct fair valuation determinations concerning the value of Investments; and\n(xii) Monitor each Independent Appraiser’s valuation process to ensure that it complies with the Valuation Guidelines."} +{"idx": 43, "level": 4, "span": "(i) Investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems\nnecessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians,\nagents for collection, insurers, insurance agents, developers, construction companies, Property Managers and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing\nservices;"} +{"idx": 43, "level": 4, "span": "(ii) Monitor applicable markets and obtain reports (which may be prepared by the Advisor or its Affiliates)\nwhere appropriate, concerning the value of Investments of the Company;"} +{"idx": 43, "level": 4, "span": "(iii) Monitor and evaluate the performance of\nInvestments of the Company, provide daily management services to the Company and perform and supervise the various management and operational functions related to the Company’s Investments;"} +{"idx": 43, "level": 4, "span": "(iv) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation,\nmaintenance, improvement, financing and refinancing, marketing, leasing and disposition of Investments on an overall portfolio basis;"} +{"idx": 43, "level": 4, "span": "(v) Oversee the performance by the Property Managers of their duties, including collection and proper deposits of rental\npayments and payment of Property expenses and maintenance;"} +{"idx": 43, "level": 4, "span": "(vi) Conduct periodic\non-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of the Property\nManagers;"} +{"idx": 43, "level": 4, "span": "(vii) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and\nsubmitted by each Property Manager and aggregate these property budgets into the Company’s overall budget;"} +{"idx": 43, "level": 4, "span": "(viii)\nCoordinate and manage relationships between the Company and any Joint Venture partners;"} +{"idx": 43, "level": 4, "span": "(ix) Provide financial and\noperational planning services and investment portfolio management functions;"} +{"idx": 43, "level": 4, "span": "(x) Assist the Board in the development,\noversight, implementation and coordination of the Company’s NAV procedures;"} +{"idx": 43, "level": 4, "span": "(xi) Provide information in connection with the Company’s Properties and\nInvestments to the Independent Appraisers and other parties involved in determining the NAV and obtain market quotations or conduct fair valuation determinations concerning the value of Investments; and"} +{"idx": 43, "level": 4, "span": "(xii) Monitor each Independent Appraiser’s valuation process to ensure that it complies with the Valuation Guidelines."} +{"idx": 43, "level": 2, "span": "3.04 Accounting and Other Administrative Services\n. \nThe Advisor shall:\n(i) Manage and perform the various administrative functions necessary for the management of the\nday-to-day operations of the Company;\n(ii)\nFrom time-to-time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company under this\nAgreement;\n(iii) Make reports to the Board, at least annually, of the allocation of Investments that have been allocated\nby the Sponsor to the Company and any other programs advised, sponsored or organized by the Sponsor or its Affiliates;\n(iv) Coordinate with the Company’s independent auditors to prepare and deliver to the Company’s audit committee an\nannual report covering the Advisor’s compliance with certain material aspects of this Agreement;\n(v) Provide or\narrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations;\n(vi) Provide financial and operational planning services and portfolio management functions;\n(vii) Maintain accounting data and any other information concerning the activities of the Company as shall be needed to prepare\nand file all periodic financial reports and returns required to be filed with the SEC and any other regulatory agency, including annual financial statements;\n(viii) Maintain all appropriate books and records of the Company;\n(ix) Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including\nindependent accountants and other consultants, on related tax matters;\n(x) Supervise the performance of such ministerial\nand administrative functions as may be necessary in connection with the daily operations of the Company;\n(xi) Provide the\nCompany with all necessary cash management services;\n(xii) Manage and coordinate with the transfer agent the distribution\nprocess and payments to Stockholders;\n(xiii) Consult with the officers of the Company and the Board, and assist in\nevaluating and obtaining adequate insurance coverage based upon risk management determinations;\n(xiv) Provide the officers\nof the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters;\n(xv) Consult with the officers of the Company and the Board relating to the corporate governance structure and appropriate\npolicies and procedures related thereto; and\n(xvi) Oversee all reporting, record keeping, internal controls and similar\nmatters in a manner to allow the Company to comply with applicable law including the Sarbanes-Oxley Act of 2002."} +{"idx": 43, "level": 4, "span": "(i) Manage and perform the various administrative functions necessary for the management of the\nday-to-day operations of the Company;"} +{"idx": 43, "level": 4, "span": "(ii)\nFrom time-to-time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company under this\nAgreement;"} +{"idx": 43, "level": 4, "span": "(iii) Make reports to the Board, at least annually, of the allocation of Investments that have been allocated\nby the Sponsor to the Company and any other programs advised, sponsored or organized by the Sponsor or its Affiliates;"} +{"idx": 43, "level": 4, "span": "(iv) Coordinate with the Company’s independent auditors to prepare and deliver to the Company’s audit committee an\nannual report covering the Advisor’s compliance with certain material aspects of this Agreement;"} +{"idx": 43, "level": 4, "span": "(v) Provide or\narrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations;"} +{"idx": 43, "level": 4, "span": "(vi) Provide financial and operational planning services and portfolio management functions;"} +{"idx": 43, "level": 4, "span": "(vii) Maintain accounting data and any other information concerning the activities of the Company as shall be needed to prepare\nand file all periodic financial reports and returns required to be filed with the SEC and any other regulatory agency, including annual financial statements;"} +{"idx": 43, "level": 4, "span": "(viii) Maintain all appropriate books and records of the Company;"} +{"idx": 43, "level": 4, "span": "(ix) Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including\nindependent accountants and other consultants, on related tax matters;"} +{"idx": 43, "level": 4, "span": "(x) Supervise the performance of such ministerial\nand administrative functions as may be necessary in connection with the daily operations of the Company;"} +{"idx": 43, "level": 4, "span": "(xi) Provide the\nCompany with all necessary cash management services;"} +{"idx": 43, "level": 4, "span": "(xii) Manage and coordinate with the transfer agent the distribution\nprocess and payments to Stockholders;"} +{"idx": 43, "level": 4, "span": "(xiii) Consult with the officers of the Company and the Board, and assist in\nevaluating and obtaining adequate insurance coverage based upon risk management determinations;"} +{"idx": 43, "level": 4, "span": "(xiv) Provide the officers\nof the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters;"} +{"idx": 43, "level": 4, "span": "(xv) Consult with the officers of the Company and the Board relating to the corporate governance structure and appropriate\npolicies and procedures related thereto; and"} +{"idx": 43, "level": 4, "span": "(xvi) Oversee all reporting, record keeping, internal controls and similar\nmatters in a manner to allow the Company to comply with applicable law including the Sarbanes-Oxley Act of 2002."} +{"idx": 43, "level": 2, "span": "3.05 Stockholder\nServices\n. \nThe Advisor shall:\n(i) Manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic\nreports and other communications; and\n(ii) Establish technology infrastructure to assist in providing Stockholder support\nand service."} +{"idx": 43, "level": 4, "span": "(i) Manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic\nreports and other communications; and"} +{"idx": 43, "level": 4, "span": "(ii) Establish technology infrastructure to assist in providing Stockholder support\nand service."} +{"idx": 43, "level": 2, "span": "3.06 Financing Services\n. \nThe Advisor shall:\n(i) Identify and evaluate potential financing and refinancing sources, engaging a third-party broker if necessary;\n(ii) Negotiate terms, arrange and execute financing agreements;\n(iii) Manage relationships between the Company and its lenders; and\n(iv) Monitor and oversee the service of the Company’s debt facilities and other borrowings."} +{"idx": 43, "level": 4, "span": "(i) Identify and evaluate potential financing and refinancing sources, engaging a third-party broker if necessary;"} +{"idx": 43, "level": 4, "span": "(ii) Negotiate terms, arrange and execute financing agreements;"} +{"idx": 43, "level": 4, "span": "(iii) Manage relationships between the Company and its lenders; and"} +{"idx": 43, "level": 4, "span": "(iv) Monitor and oversee the service of the Company’s debt facilities and other borrowings."} +{"idx": 43, "level": 2, "span": "3.07 Disposition Services\n. \nThe Advisor shall:\n(i) Consult with the Board and provide assistance with the evaluation and approval of potential asset dispositions, sales or\nother liquidity events; and\n(ii) Structure and negotiate the terms and conditions of transactions pursuant to which\nInvestments may be sold."} +{"idx": 43, "level": 4, "span": "(i) Consult with the Board and provide assistance with the evaluation and approval of potential asset dispositions, sales or\nother liquidity events; and"} +{"idx": 43, "level": 4, "span": "(ii) Structure and negotiate the terms and conditions of transactions pursuant to which\nInvestments may be sold."} +{"idx": 43, "level": 2, "span": "ARTICLE 4"} +{"idx": 43, "level": 2, "span": "AUTHORITY OF ADVISOR"} +{"idx": 43, "level": 2, "span": "4.01 Powers of the Advisor\n. Subject to the express limitations set forth in this Agreement, any restrictions imposed by law, rule or\nregulation and the continuing and exclusive authority of the Board over the management of the Company, the power to direct the management, operation and policies of the Company, including making, financing and disposing of Investments, and the\nperformance of those services described in Article 3 hereof, shall be vested in the Advisor, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Company to carry out\nany and all of the objectives and purposes of the Company and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable or incidental thereto to perform its\nobligations under this Agreement. The Advisor shall have the power to delegate all or any part of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and\nrepresentatives of the Advisor or the Company as it may deem appropriate. Any authority delegated by the Advisor to any other Person shall be subject to the limitations on the rights and powers of the Advisor specifically set forth in this\nAgreement or the Charter. "} +{"idx": 43, "level": 2, "span": "4.02 Approval by the Board\n. Notwithstanding the foregoing, the Advisor may not take any action on behalf\nof the Company without the prior approval of the Board or duly authorized committees thereof if the Charter or Maryland General Corporation Law require the prior approval of the Board. If the Board or a committee of the Board must approve a\nproposed investment, financing or disposition or chooses to do so, the Advisor will deliver to the Board or committee, as applicable, all documents required by it to evaluate such investment, financing or disposition. "} +{"idx": 43, "level": 2, "span": "4.03 Modification or Revocation of Authority of Advisor\n. The Board may, at any time upon the giving of notice to the Advisor, modify or\nrevoke the authority or approvals set forth in Article 3 and this Article 4; provided, however, that such modification or revocation shall be effective upon receipt by the Advisor and\nshall not be \napplicable to investment transactions to which the Advisor has committed the Company prior to the date of receipt by the Advisor of such notification."} +{"idx": 43, "level": 2, "span": "ARTICLE 5"} +{"idx": 43, "level": 2, "span": "BANK\nACCOUNTS\nThe Advisor may establish and maintain one or more bank accounts in the name of the Company and the Operating Partnership\nand may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, under such terms and conditions as the Board may approve, provided that\nno funds shall be commingled with the funds of the Advisor. The Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and the independent auditors of the Company."} +{"idx": 43, "level": 2, "span": "ARTICLE 6"} +{"idx": 43, "level": 2, "span": "RECORDS AND\nACCESS\nThe Advisor, in the conduct of its responsibilities to the Company, shall maintain, or cause to be maintained, adequate and\nseparate books and records for the Company’s operations in accordance with GAAP, which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded. Such books and records shall be\nthe property of the Company and shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Company, at any time or from time to time during normal business hours. The Advisor shall at all reasonable\ntimes have access to the books and records of the Company and the Operating Partnership."} +{"idx": 43, "level": 2, "span": "ARTICLE 7"} +{"idx": 43, "level": 2, "span": "LIMITATION ON ACTIVITIES\nNotwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good\nfaith, would: (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code unless the Board has determined that the Company will not seek or maintain REIT qualification for the Company;\n(ii) subject the Company to regulation under the Investment Company Act of 1940, as amended; (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares\nor its other securities; (iv) require the Advisor to register as a broker-dealer with the SEC, FINRA or any state; or (v) violate the Charter or Bylaws. In the event an action that would violate (i) through (v) of the preceding\nsentence but such action has been ordered by the Board, the Advisor shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or\ninstructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given."} +{"idx": 43, "level": 2, "span": "ARTICLE 8"} +{"idx": 43, "level": 2, "span": "FEES"} +{"idx": 43, "level": 2, "span": "8.01 Asset Management Fees\n. The Company shall pay the Advisor or its Affiliates as compensation for the services described in\nSection 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 1.25% of the sum of the Cost of Investments (or in the case\nof Loans, the principal amount), less any principal repaid by borrowers on Loans or other debt-related investments (or the Company’s proportionate share thereof in the case of an Investment made through a Joint Venture), as of the end of each\nmonth. For purposes of \ncalculating the Asset Management Fee, the Cost of Investments for each Investment shall be prorated for the number of days during the applicable month that the Company owns such Investment. The\nAdvisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable month. The Asset Management Fee shall generally be payable on the last day of the month that immediately follows the\nmonth in which such Asset Management Fee was earned, or the first business day following the last day of such month. However, payment of the Asset Management Fee may be deferred or waived, in whole or in part (or received in Shares) as to any\ntransaction in the sole discretion of the Advisor. Any such deferred or waived Asset Management Fees shall be paid to the Advisor or its Affiliates without interest at such subsequent date as the Advisor shall request."} +{"idx": 43, "level": 2, "span": "8.02 Disposition Fees.\n(i) If the Advisor or any of its Affiliates provide a substantial amount of services, and based on the services, as determined\nby the Independent Directors, in connection with a Sale (except for the Sale of any Securities that are traded on a national securities exchange), the Advisor or such Affiliate shall receive a Disposition Fee in an amount of 2.0% of the Contract\nSales Price of each Investment sold.\n(ii) The Advisor shall also receive a Disposition Fee upon the maturity, prepayment,\nworkout, modification or extension of a Loan or other debt-related investment if there is a corresponding fee paid by the borrower to the Company, in which event the Advisor shall receive the lesser of (i) 1.0% of the principal amount of the\nLoan or debt-related investment prior to such transaction or (ii) the amount of the fee paid by the borrower to the Company in connection with such transaction.\n(iii) To the extent the Disposition Fee is paid upon the Sale of any assets other than real property, such amount shall count\nagainst the limit of Operating Expenses required to be treated as “Total Operating Expenses” under the NASAA REIT Guidelines. In addition, the payment of any Disposition Fees by the Company shall be subject to the limitations contained in\nthe Company’s Charter and in no event shall the Disposition Fee exceed an amount which, when added to the fees paid by the Company to unaffiliated parties in connection with a Sale, equals the lesser of a competitive real estate commission or\n6.0% of the Contract Sales Price. The Advisor shall submit an invoice to the Company following the closing or closings of each disposition, accompanied by a computation of the Disposition Fee. Generally, the Disposition Fee payable to the Advisor\nshall be paid at the closing of the transaction upon receipt of the invoice by the Company; provided, however, that such Disposition Fee shall be paid to an Affiliate of the Advisor that is registered as a FINRA member broker-dealer if\napplicable laws or regulations prohibit such payment to be made to a Person that is not a FINRA member broker-dealer. However, payment of the Disposition Fee may be deferred or waived (or accepted in Shares), in whole or in part, as to any\ntransaction in the sole discretion of the Advisor. Any such deferred or waived Disposition Fees shall be paid to the Advisor or its Affiliates without interest at such subsequent date as the Advisor shall request."} +{"idx": 43, "level": 4, "span": "(i) If the Advisor or any of its Affiliates provide a substantial amount of services, and based on the services, as determined\nby the Independent Directors, in connection with a Sale (except for the Sale of any Securities that are traded on a national securities exchange), the Advisor or such Affiliate shall receive a Disposition Fee in an amount of 2.0% of the Contract\nSales Price of each Investment sold."} +{"idx": 43, "level": 4, "span": "(ii) The Advisor shall also receive a Disposition Fee upon the maturity, prepayment,\nworkout, modification or extension of a Loan or other debt-related investment if there is a corresponding fee paid by the borrower to the Company, in which event the Advisor shall receive the lesser of (i) 1.0% of the principal amount of the\nLoan or debt-related investment prior to such transaction or (ii) the amount of the fee paid by the borrower to the Company in connection with such transaction."} +{"idx": 43, "level": 4, "span": "(iii) To the extent the Disposition Fee is paid upon the Sale of any assets other than real property, such amount shall count\nagainst the limit of Operating Expenses required to be treated as “Total Operating Expenses” under the NASAA REIT Guidelines. In addition, the payment of any Disposition Fees by the Company shall be subject to the limitations contained in\nthe Company’s Charter and in no event shall the Disposition Fee exceed an amount which, when added to the fees paid by the Company to unaffiliated parties in connection with a Sale, equals the lesser of a competitive real estate commission or\n6.0% of the Contract Sales Price. The Advisor shall submit an invoice to the Company following the closing or closings of each disposition, accompanied by a computation of the Disposition Fee. Generally, the Disposition Fee payable to the Advisor\nshall be paid at the closing of the transaction upon receipt of the invoice by the Company; provided, however, that such Disposition Fee shall be paid to an Affiliate of the Advisor that is registered as a FINRA member broker-dealer if\napplicable laws or regulations prohibit such payment to be made to a Person that is not a FINRA member broker-dealer. However, payment of the Disposition Fee may be deferred or waived (or accepted in Shares), in whole or in part, as to any\ntransaction in the sole discretion of the Advisor. Any such deferred or waived Disposition Fees shall be paid to the Advisor or its Affiliates without interest at such subsequent date as the Advisor shall request."} +{"idx": 43, "level": 2, "span": "8.03 Refinancing Coordination Fee.\n If the Advisor or an Affiliate provide services in connection with the refinancing of any Loan\nthe Company or the Operating Partnership directly or indirectly obtains, including refinancing of any assumed Loan, the Company shall pay a Refinancing Coordination Fee to the Advisor in an amount equal to 0.75% of the amount available or\noutstanding under any such Loan, including any assumed Loan. Refinancing shall include restructuring, workouts or other recapitalization of any Loan. "} +{"idx": 43, "level": 2, "span": "8.04 Operating Partnership Interests.\n An Affiliate of the Advisor has made a capital contribution of $1,000 to the Operating\nPartnership in exchange for Special OP Units. The Special OP Units shall be entitled to the distributions provided for, and shall be subject to redemption by the Operating Partnership, in accordance with the terms of the Operating Partnership\nAgreement. To the extent distributions to the Special OP Units are not paid from net sales proceeds, such amounts will count against the limit on Operating Expenses. In the event of termination of this Agreement by the Company for Cause,\nthe Company shall redeem the Special OP Units in exchange for a one-time cash payment to the Advisor’s Affiliate of $1.00. "} +{"idx": 43, "level": 2, "span": "8.05 Changes to Fee Structure.\n In the event of Listing, the Company and the Advisor shall negotiate in good faith to establish a\nfee structure appropriate for a perpetual-life entity. "} +{"idx": 43, "level": 2, "span": "8.06 Payment in Shares.\n In the event the Advisor, in its sole discretion, elects to\nbe paid any of the fees set forth in this Article 8 in Class I Shares (in lieu of cash payment), the number of Class I Shares shall be equal to (A) the cash amount of such fee; divided by (B) either (i)\nthe then-current offering price (or the most recent offering price if the Company is not engaged in the offering) of the Class I Shares net of dealer manager fees and selling commissions, or (ii) as of the date the Company publishes a NAV\nper share, the then-current NAV per share applicable to Class I Shares. "} +{"idx": 43, "level": 2, "span": "ARTICLE 9"} +{"idx": 43, "level": 2, "span": "EXPENSES"} +{"idx": 43, "level": 2, "span": "9.01\nGeneral.\n In addition to the compensation paid to the Advisor pursuant to Article 8 hereof, the Company shall pay directly or reimburse the Advisor or its Affiliates for all of the expenses paid or incurred by the\nAdvisor or its Affiliates on behalf of the Company or in connection with the services provided to the Company pursuant to this Agreement, including, but not limited to: \n(i) All Organization and Offering Expenses; provided, however, that the Advisor, or an Affiliate of the Advisor,\nshall be responsible for the payment of the Company’s Organizational and Offering Expenses to the extent the total amount of such expenses exceeds 15.0% of Gross Proceeds from the Company’s offering; provided that within 60 days after the\nend of the month in which an Offering terminates, the Advisor shall reimburse the Company to the extent the Company incurred Organization and Offering Expenses exceeding 15.0% of the Gross Proceeds raised in the completed Offering;\n(ii) Acquisition Expenses incurred in connection with the selection and acquisition of Investments, including such expenses\nincurred related to assets pursued or considered but not ultimately acquired by the Company, provided that, notwithstanding anything herein to the contrary, the payment of Acquisition Expenses by the Company shall be subject to the\nlimitations contained in the Company’s Charter;\n(iii) The actual out-of-pocket cost of goods and services used by the Company and obtained from entities not Affiliated with the Advisor;\n(iv) Interest and other costs for borrowed money or securitization transactions, including discounts, points and other similar\nfees;\n(v) Taxes and assessments on income or Properties, taxes as an expense of doing business and any other taxes\notherwise imposed on the Company and its business, assets or income;\n(vi) Out-of-pocket costs associated with insurance required in connection with the business of the Company or by its officers and Board;\n(vii) Expenses of managing, improving, developing, operating and selling Investments owned, directly or indirectly, by the\nCompany, as well as expenses of other transactions relating to such Investments, including but not limited to prepayments, maturities, workouts and other settlements of Loans and other Investments;\n(viii) All out-of-pocket expenses in connection\nwith payments to the Board and meetings of the Board and Stockholders;\n(ix) Personnel and related employment costs\nincurred by the Advisor or its Affiliates in performing the services described in Article 3 hereof, including but not limited to reasonable salaries and wages, benefits and overhead of all employees directly involved in the\nperformance of such services, provided that no reimbursement shall be made for costs of such employees of the Advisor or its Affiliates to the extent that such employees (A) perform services for which the Advisor receives acquisition fees or\nDisposition Fees or (B) serve as executive officers of the Company;\n(x) Out-of-pocket expenses of providing services for and maintaining communications with Stockholders, including the cost of preparation, printing, and mailing annual reports and other Stockholder reports, proxy\nstatements and other reports required by governmental entities;\n(xi) Audit, accounting and legal fees, and other fees for professional services\nrelating to the operations of the Company and all such fees incurred at the request, or on behalf of, the Board or any other committee of the Board;\n(xii) Out-of-pocket costs for the Company to\ncomply with all applicable laws, regulations and ordinances;\n(xiii) Expenses connected with payments of Distributions made\nor caused to be made by the Company to the Stockholders;\n(xiv) Expenses of organizing, redomesticating, merging,\nliquidating or dissolving the Company or of amending the Charter or the Bylaws; and\n(xv) All other out-of-pocket costs and expenses incurred by the Advisor or its Affiliates in performing the Advisor’s duties hereunder."} +{"idx": 43, "level": 4, "span": "(i) All Organization and Offering Expenses; provided, however, that the Advisor, or an Affiliate of the Advisor,\nshall be responsible for the payment of the Company’s Organizational and Offering Expenses to the extent the total amount of such expenses exceeds 15.0% of Gross Proceeds from the Company’s offering; provided that within 60 days after the\nend of the month in which an Offering terminates, the Advisor shall reimburse the Company to the extent the Company incurred Organization and Offering Expenses exceeding 15.0% of the Gross Proceeds raised in the completed Offering;"} +{"idx": 43, "level": 4, "span": "(ii) Acquisition Expenses incurred in connection with the selection and acquisition of Investments, including such expenses\nincurred related to assets pursued or considered but not ultimately acquired by the Company, provided that, notwithstanding anything herein to the contrary, the payment of Acquisition Expenses by the Company shall be subject to the\nlimitations contained in the Company’s Charter;"} +{"idx": 43, "level": 4, "span": "(iii) The actual out-of-pocket cost of goods and services used by the Company and obtained from entities not Affiliated with the Advisor;"} +{"idx": 43, "level": 4, "span": "(iv) Interest and other costs for borrowed money or securitization transactions, including discounts, points and other similar\nfees;"} +{"idx": 43, "level": 4, "span": "(v) Taxes and assessments on income or Properties, taxes as an expense of doing business and any other taxes\notherwise imposed on the Company and its business, assets or income;"} +{"idx": 43, "level": 4, "span": "(vi) Out-of-pocket costs associated with insurance required in connection with the business of the Company or by its officers and Board;"} +{"idx": 43, "level": 4, "span": "(vii) Expenses of managing, improving, developing, operating and selling Investments owned, directly or indirectly, by the\nCompany, as well as expenses of other transactions relating to such Investments, including but not limited to prepayments, maturities, workouts and other settlements of Loans and other Investments;"} +{"idx": 43, "level": 4, "span": "(viii) All out-of-pocket expenses in connection\nwith payments to the Board and meetings of the Board and Stockholders;"} +{"idx": 43, "level": 4, "span": "(ix) Personnel and related employment costs\nincurred by the Advisor or its Affiliates in performing the services described in Article 3 hereof, including but not limited to reasonable salaries and wages, benefits and overhead of all employees directly involved in the\nperformance of such services, provided that no reimbursement shall be made for costs of such employees of the Advisor or its Affiliates to the extent that such employees (A) perform services for which the Advisor receives acquisition fees or\nDisposition Fees or (B) serve as executive officers of the Company;"} +{"idx": 43, "level": 4, "span": "(x) Out-of-pocket expenses of providing services for and maintaining communications with Stockholders, including the cost of preparation, printing, and mailing annual reports and other Stockholder reports, proxy\nstatements and other reports required by governmental entities;"} +{"idx": 43, "level": 4, "span": "(xi) Audit, accounting and legal fees, and other fees for professional services\nrelating to the operations of the Company and all such fees incurred at the request, or on behalf of, the Board or any other committee of the Board;"} +{"idx": 43, "level": 4, "span": "(xii) Out-of-pocket costs for the Company to\ncomply with all applicable laws, regulations and ordinances;"} +{"idx": 43, "level": 4, "span": "(xiii) Expenses connected with payments of Distributions made\nor caused to be made by the Company to the Stockholders;"} +{"idx": 43, "level": 4, "span": "(xiv) Expenses of organizing, redomesticating, merging,\nliquidating or dissolving the Company or of amending the Charter or the Bylaws; and"} +{"idx": 43, "level": 4, "span": "(xv) All other out-of-pocket costs and expenses incurred by the Advisor or its Affiliates in performing the Advisor’s duties hereunder."} +{"idx": 43, "level": 2, "span": "9.02 Initial Organization and Offering Expenses.\n(i) The Advisor has agreed to pay, on behalf of the Company, all Organization and Offering Expenses (less Selling Commissions\nand Distribution Fees) (the “Initial O&O Costs”) through the first anniversary of the date on which the Company satisfies the minimum offering requirement for the Initial Public Offering (the “Escrow Break\nAnniversary”).\n(ii) The Company shall not be required to reimburse the Advisor for payment of the Initial\nO&O Costs prior to the Escrow Break Anniversary. Following the Escrow Break Anniversary, the Company will reimburse the Advisor for payment of the Initial O&O Costs ratably over a 36-month period;\nprovided, however, that the Company shall not be obligated to pay any amounts that as a result of such payment would cause the aggregate payments for Organization and Offering Expenses (less Selling Commissions and Distribution Fees) paid to the\nAdvisor to exceed 1% of gross offering proceeds of the Initial Public Offering as of such payment date (the “1% Cap”). Any amounts not reimbursed in any period shall be included in determining any reimbursement for a\nsubsequent period. The Company may, in its sole discretion, pay amounts to the Advisor in excess of the ratable amount for the Initial O&O Costs; provided that the payment of such amounts is not in excess of the 1% Cap.\n(iii) After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the Organization and\nOffering Expenses but is not required to do so. To the extent the Advisor pays such additional Organization and Offering Expenses, the Company will be obligated to reimburse the Advisor subject to the 1% Cap."} +{"idx": 43, "level": 4, "span": "(i) The Advisor has agreed to pay, on behalf of the Company, all Organization and Offering Expenses (less Selling Commissions\nand Distribution Fees) (the “Initial O&O Costs”) through the first anniversary of the date on which the Company satisfies the minimum offering requirement for the Initial Public Offering (the “Escrow Break\nAnniversary”)."} +{"idx": 43, "level": 4, "span": "(ii) The Company shall not be required to reimburse the Advisor for payment of the Initial\nO&O Costs prior to the Escrow Break Anniversary. Following the Escrow Break Anniversary, the Company will reimburse the Advisor for payment of the Initial O&O Costs ratably over a 36-month period;\nprovided, however, that the Company shall not be obligated to pay any amounts that as a result of such payment would cause the aggregate payments for Organization and Offering Expenses (less Selling Commissions and Distribution Fees) paid to the\nAdvisor to exceed 1% of gross offering proceeds of the Initial Public Offering as of such payment date (the “1% Cap”). Any amounts not reimbursed in any period shall be included in determining any reimbursement for a\nsubsequent period. The Company may, in its sole discretion, pay amounts to the Advisor in excess of the ratable amount for the Initial O&O Costs; provided that the payment of such amounts is not in excess of the 1% Cap."} +{"idx": 43, "level": 4, "span": "(iii) After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the Organization and\nOffering Expenses but is not required to do so. To the extent the Advisor pays such additional Organization and Offering Expenses, the Company will be obligated to reimburse the Advisor subject to the 1% Cap."} +{"idx": 43, "level": 2, "span": "9.03 Timing of and Additional Limitations on Reimbursements\n. \n(i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this\nArticle 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company\nwithin 45 days after the end of each quarter.\n(ii) Commencing upon the earlier of the fourth fiscal quarter after\n(i) the Company makes an initial Investment or (ii) six months after commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: the Company shall not reimburse the Advisor at the end of\nany fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2.0% of Average Invested Assets or\n25.0% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines that such excess was justified, based on unusual and nonrecurring factors that the Board deems sufficient. If the Board does not approve\nsuch excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the\nCompany for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Board, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose\nsuch fact to the Stockholders in the next quarterly\nreport of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the\nfactors the Board considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall\nbe determined in accordance with GAAP applied on a consistent basis."} +{"idx": 43, "level": 4, "span": "(i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this\nArticle 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company\nwithin 45 days after the end of each quarter."} +{"idx": 43, "level": 4, "span": "(ii) Commencing upon the earlier of the fourth fiscal quarter after\n(i) the Company makes an initial Investment or (ii) six months after commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: the Company shall not reimburse the Advisor at the end of\nany fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2.0% of Average Invested Assets or\n25.0% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines that such excess was justified, based on unusual and nonrecurring factors that the Board deems sufficient. If the Board does not approve\nsuch excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the\nCompany for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Board, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose\nsuch fact to the Stockholders in the next quarterly"} +{"idx": 43, "level": 2, "span": "ARTICLE 10"} +{"idx": 43, "level": 2, "span": "OTHER SERVICES\nShould: (i) the Operating Partnership request that the Advisor or any Affiliate or any manager, officer or employee of the Advisor\nor Affiliate render services for the Company other than as set forth in this Agreement; or (ii) there be changes to the regulatory environment in which the Advisor or Company operates that would increase significantly the level of services\nperformed such that the costs and expenses borne by the Advisor for which the Advisor is not entitled to separate reimbursement for personnel and related employment direct costs and overhead under Article 9 of this\nAgreement would increase significantly, such services shall be separately compensated at such rates and in such amounts as are agreed by the Advisor and the Independent Directors, subject to the limitations contained in the Charter, and shall not be\ndeemed to be services pursuant to the terms of this Agreement."} +{"idx": 43, "level": 2, "span": "ARTICLE 11"} +{"idx": 43, "level": 1, "span": "VOTING AGREEMENT\nThe\nAdvisor agrees that, with respect to any Shares now or hereinafter owned by it or its Affiliates, none of them will vote or consent on matters submitted to the Stockholders of the Company regarding: (i) the removal of the Advisor or any of\nits Affiliates as the Advisor; or (ii) any transaction between the Company and the Advisor or any of its Affiliates. This voting restriction shall survive until such time that the Advisor or any of its Affiliates is no longer serving as\nthe Advisor."} +{"idx": 43, "level": 2, "span": "ARTICLE 12"} +{"idx": 43, "level": 2, "span": "RELATIONSHIP OF ADVISOR AND COMPANY;"} +{"idx": 43, "level": 2, "span": "OTHER ACTIVITIES OF THE ADVISOR"} +{"idx": 43, "level": 2, "span": "12.01 Relationship\n. The Company and the Advisor are not partners or joint venturers with each other, and nothing in this Agreement\nshall be construed to make them such partners or joint venturers. Nothing herein contained shall prevent the Advisor from engaging in other activities, including, without limitation, the rendering of advice to other Persons (including other REITs)\nand the management of other programs advised, sponsored or organized by the Advisor or its Affiliates. Nor shall this Agreement limit or restrict the right of any manager, director, officer, employee or equityholder of the Advisor or its Affiliates\nto engage in any other business or to render services of any kind to any other Person. The Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each and every other participant therein.\nThe Advisor shall promptly disclose to the Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, that creates or could create a conflict of interest between the Advisor’s obligations to the\nCompany and its obligations to or its interest in any other Person. "} +{"idx": 43, "level": 2, "span": "12.02 Time Commitment\n. The Advisor shall, and shall cause its\nAffiliates and their respective employees, officers and agents to, devote to the Company such time as shall be reasonably necessary to conduct the business and affairs of the Company in an appropriate manner consistent with the terms of this\nAgreement. The Company acknowledges that the Advisor and its Affiliates and their respective employees, officers and agents may also engage in activities unrelated to the Company and may provide services to Persons other than the Company or any\nof its Affiliates. "} +{"idx": 43, "level": 2, "span": "12.03 Investment Opportunities and Allocation\n. The Advisor shall be required to use\ncommercially reasonable efforts to present a continuing and suitable investment program to the Company that is consistent with the investment policies and objectives of the Company, but neither the Advisor nor any Affiliate of the Advisor shall be\nobligated to present any particular Investment opportunity to the Company even if the opportunity is of a character that, if presented to the Company, could be taken by the Company. In the event an Investment opportunity is identified, the\nallocation procedures set forth under the caption “Conflicts of Interest—Allocation of Investment Opportunities” in any Prospectus (as may be amended from time to time) shall govern the allocation of the opportunity among the Company,\nany of its Affiliates and any investment vehicles sponsored or managed by the Sponsor or any of their Affiliates. "} +{"idx": 43, "level": 2, "span": "ARTICLE 13"} +{"idx": 43, "level": 2, "span": "THE RODIN NAME\nThe\nCompany acknowledges and agrees that the Sponsor and its Affiliates have a proprietary interest in the name “Rodin.” Except upon the express prior written consent of Sponsor, on a case by case basis, which if given, may be withdrawn at any\ntime in the sole discretion of Sponsor, the Company shall not (and shall cause its Affiliates and each of its and their partners, officers, directors, employees and agents, whether present or future (collectively,\n“Personnel”) not to): (i) use, apply for or register in any manner, form or jurisdiction whatsoever any of Sponsor’s or any of Sponsor’s Affiliates’ name(s), trade name(s), logo(s), trademark(s), service\nmark(s), business, trade or corporate name(s), Internet domain name(s), social media/username domain(s), or sub-domain name(s), in each case, whether registered or unregistered, or any variations,\ntranslations, or transliterations thereof, or any terms confusingly similar to any of the foregoing, including without limitation, the name “Rodin” (collectively, the “Names and Marks”), or (ii) sublicense the\nNames and Marks to any third party or grant any third party the right to use the Names and Marks.\nThe Company acknowledges and agrees\n(and shall cause its Personnel to acknowledge and agree) that: (i) Sponsor is and shall remain at all times the sole and exclusive owner of all right, title and interest in and to the Names and Marks and any and all proprietary rights therein\nand thereto, (ii) nothing contained herein creates, shall create, nor shall be construed as a grant of, any right, title or interest in or to any Names and Marks or any proprietary rights therein or thereto, (iii) all right, title and\ninterest in and to the Names and Marks is expressly reserved by Sponsor, and (iv) the Company and its Personnel shall keep the Names and Marks free from all liens, mortgages, or other encumbrances.\nThe Company recognizes the value of the goodwill associated with the Names and Marks and the proprietary rights therein and thereto. Should\nSponsor provide its written consent to use the Names and Marks, the Company agrees that (i) any use of the Names and Marks and any goodwill arising therefrom, shall inure solely to the benefit of Sponsor, (ii) it will use the Names and\nMarks only in accordance with and subject to Sponsor’s specification, direction and information, and (iii) it shall fully cooperate (and shall ensure that its Personnel fully cooperate) with Sponsor as reasonably required from time to time\nby Sponsor to perfect or otherwise secure all rights, title and interest in any and all Names and Marks.\nUpon expiration or termination\nof this Agreement, or upon Sponsor’s withdrawal of any written consent by Sponsor to use the Names and Marks, or if at any time the Company ceases to retain the Advisor or one of its Affiliates to perform advisory services for the Company:\n(i) all rights granted to the Company under this Agreement shall immediately terminate and revert to Sponsor, (ii) the Company will immediately and permanently cease all use of the Names and Marks, (iii) the Company shall immediately\nchange its name and the names of any of its subsidiaries to a name that does not contain the name “Rodin” or any other word or words that might, in the sole discretion of the Sponsor, be susceptible of indication of some form of\nrelationship between the Company and the Sponsor or any of Sponsor’s Affiliates, and (iv) the Company shall promptly return to Sponsor or, at Sponsor’s option, destroy, at the Company’s expense, all records and copies of\ntechnical, marketing, advertising, sales, and promotional material in its possession bearing the Names and Marks. Consistent with the foregoing, it is specifically recognized that the Sponsor or one or more of its Affiliates has in the past and may\nin the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate loans, real estate-related debt securities and other real estate assets) and financial and service organizations\nhaving “Rodin” as a\npart of their name, all without the need for any consent (and without the right to object thereto) by the Company. The Sponsor shall govern the Company’s use of the name “Rodin”\nand the Company’s use of the “Rodin” name will be in strict accordance with any quality standards and specifications that may be established by the Advisor and communicated to Company from time to time."} +{"idx": 43, "level": 2, "span": "ARTICLE 14"} +{"idx": 43, "level": 2, "span": "TERM AND\nTERMINATION OF THE AGREEMENT"} +{"idx": 43, "level": 2, "span": "14.01 Term\n. This Agreement shall have an initial term of one year from the Effective Date and may\nbe renewed for an unlimited number of successive one-year terms upon mutual consent of the parties. The Company (acting through the Independent Directors) will evaluate the performance of the Advisor\nannually before renewing this Agreement, and each such renewal shall be for a term of no more than one year. Any such renewal must be approved by the Independent Directors. "} +{"idx": 43, "level": 2, "span": "14.02 Termination by the Parties\n. This Agreement may be terminated: \n(i) immediately by the Company or the Operating Partnership for Cause or upon the bankruptcy of the Advisor;\n(ii) upon 60 days written notice without Cause and without penalty by a majority of the Independent Directors of the Company or\nthe Advisor; or\n(iii) upon 60 days written notice with Good Reason by the Advisor.\nThe provisions of Article 13, Section 14.03 and Articles 16\nthrough 18 of this Agreement shall survive termination of this Agreement."} +{"idx": 43, "level": 4, "span": "(i) immediately by the Company or the Operating Partnership for Cause or upon the bankruptcy of the Advisor;"} +{"idx": 43, "level": 4, "span": "(ii) upon 60 days written notice without Cause and without penalty by a majority of the Independent Directors of the Company or\nthe Advisor; or"} +{"idx": 43, "level": 4, "span": "(iii) upon 60 days written notice with Good Reason by the Advisor."} +{"idx": 43, "level": 2, "span": "14.03 Payments on Termination and Survival of Certain\nRights and Obligations\n. Payments to the Advisor pursuant to this Section 14.03 shall be subject to the 2%/25% Guidelines to the extent applicable. \n(i) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it\nshall be entitled to receive from the Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination\nof this Agreement, subject to the 2%/25% Guidelines to the extent applicable.\n(ii) The Advisor shall promptly upon\ntermination:\n(a) pay over to the Company and the Operating Partnership all money collected and held for the account of the\nCompany and the Operating Partnership pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;\n(b) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all\nmoney held by it, covering the period following the date of the last accounting furnished to the Board;\n(c) deliver to the\nBoard all assets and documents of the Company then in the custody of the Advisor; and\n(d) cooperate with the Company to\nprovide an orderly transition of advisory functions."} +{"idx": 43, "level": 4, "span": "(i) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it\nshall be entitled to receive from the Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination\nof this Agreement, subject to the 2%/25% Guidelines to the extent applicable."} +{"idx": 43, "level": 4, "span": "(ii) The Advisor shall promptly upon\ntermination:"} +{"idx": 43, "level": 3, "span": "(a) pay over to the Company and the Operating Partnership all money collected and held for the account of the\nCompany and the Operating Partnership pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;"} +{"idx": 43, "level": 3, "span": "(b) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all\nmoney held by it, covering the period following the date of the last accounting furnished to the Board;"} +{"idx": 43, "level": 3, "span": "(c) deliver to the\nBoard all assets and documents of the Company then in the custody of the Advisor; and"} +{"idx": 43, "level": 3, "span": "(d) cooperate with the Company to\nprovide an orderly transition of advisory functions."} +{"idx": 43, "level": 2, "span": "ARTICLE 15"} +{"idx": 43, "level": 2, "span": "ASSIGNMENT\nThis\nAgreement may be assigned by the Advisor with the prior approval of a majority of the Board (and with respect to any assignment to an Affiliate, also with the prior approval of a majority of the Independent Directors).\nThe Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Board. This Agreement shall not be assigned by the Company or the\nOperating Partnership without the consent of the Advisor, except in the case of an assignment by the Company or the Operating Partnership to a corporation or other organization that is a successor to all of the assets, rights and obligations of the\nCompany or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company and the Operating Partnership are bound by this Agreement. Nothing herein\nshall be deemed to prohibit or otherwise restrict any transfers or additional issuances of equity interests in the Advisor nor shall any such transfer or issuance be deemed an assignment for purposes of this Article 15."} +{"idx": 43, "level": 2, "span": "ARTICLE 16"} +{"idx": 43, "level": 2, "span": "INDEMNIFICATION AND LIMITATION OF LIABILITY"} +{"idx": 43, "level": 2, "span": "16.01 Indemnification\n. Except as prohibited by the restrictions provided in this Section 16.01,\nSection 16.02 and Section 16.03, the Company and the Operating Partnership shall indemnify, defend and hold harmless the Advisor and its Affiliates, including their respective officers, directors,\nequity holders, partners and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims,\ndamages or losses and related expenses are not fully reimbursed by insurance. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. \nNotwithstanding the foregoing, the Company shall not indemnify the Advisors or its Affiliates for any loss, liability or expense arising from\nor out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities\nlaw violations as to the particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) a court of competent jurisdiction approves a\nsettlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and\nof the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws."} +{"idx": 43, "level": 2, "span": "16.02 Limitation on Indemnification\n. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide\nfor indemnification of the Advisor or its Affiliates for any liability or loss suffered by any of them, nor shall any of them be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: \n(i) The Advisor or its Affiliates have determined, in good faith, that the course of conduct that caused the loss or liability\nwas in the best interests of the Company and the Operating Partnership.\n(ii) The Advisor or its Affiliates were acting on\nbehalf of or performing services for the Company or the Operating Partnership.\n(iii) Such liability or loss was not the\nresult of negligence or misconduct by the Advisor or its Affiliates.\n(iv) Such indemnification or agreement to hold\nharmless is recoverable only out of the Company’s net assets and not from the Stockholders."} +{"idx": 43, "level": 4, "span": "(i) The Advisor or its Affiliates have determined, in good faith, that the course of conduct that caused the loss or liability\nwas in the best interests of the Company and the Operating Partnership."} +{"idx": 43, "level": 4, "span": "(ii) The Advisor or its Affiliates were acting on\nbehalf of or performing services for the Company or the Operating Partnership."} +{"idx": 43, "level": 4, "span": "(iii) Such liability or loss was not the\nresult of negligence or misconduct by the Advisor or its Affiliates."} +{"idx": 43, "level": 4, "span": "(iv) Such indemnification or agreement to hold\nharmless is recoverable only out of the Company’s net assets and not from the Stockholders."} +{"idx": 43, "level": 2, "span": "16.03 Limitation on Payment of\nExpenses\n. The Company shall pay or reimburse reasonable legal expenses and other costs incurred by the Advisors or its Affiliates in advance of the final disposition of a proceeding only if (in addition to the procedures required by the\nMaryland General Corporation Law, as amended from time to time) all of the following are satisfied: (a) the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the\nOperating Partnership, (b) the legal proceeding was initiated by a third party who is not a Stockholder or, if by a Stockholder acting in his or her capacity as such, a court of competent jurisdiction approves such advancement and (c) the\nAdvisor or its Affiliates undertake to repay the \namount paid or reimbursed by the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, if it is ultimately determined that the particular indemnitee\nis not entitled to indemnification."} +{"idx": 43, "level": 2, "span": "16.04 Indemnification by Advisor\n. The Advisor shall indemnify and hold harmless the Company\nand the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not\nfully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misconduct or gross negligence; provided, however, that the Advisor shall not be held responsible for any action of the Board in\nfollowing or declining to follow any advice or recommendation given by the Advisor. "} +{"idx": 43, "level": 2, "span": "ARTICLE 17"} +{"idx": 43, "level": 2, "span": "NON-SOLICITATION\nDuring the period commencing on the Effective Date and ending two years following the Termination Date, the Company shall not, without the\nAdvisor’s prior written consent, directly or indirectly; (i) solicit or encourage any person to leave the employment or other service of the Advisor or its Affiliates; or (ii) hire, on behalf of the Company or any other person or\nentity, any person who has left the employment within the one year period following the termination of that person’s employment with the Advisor or its Affiliates. During the period commencing on the date hereof through and ending two years\nfollowing the Termination Date, the Company will not, whether for its own account or for the account of any other Person, intentionally interfere with the relationship of the Advisor or its Affiliates with, or endeavor to entice away from the\nAdvisor or its Affiliates, any person who during the term of the Agreement is, or during the preceding two-year period, was a tenant, co-investor, co-developer, joint venturer or other customer of the Advisor or its Affiliates."} +{"idx": 43, "level": 2, "span": "ARTICLE 18"} +{"idx": 43, "level": 2, "span": "MISCELLANEOUS"} +{"idx": 43, "level": 2, "span": "18.01\nNotices"} +{"idx": 43, "level": 2, "span": "18.02 Modification\n. This Agreement shall not be changed, modified,\nterminated or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or permitted assigns. "} +{"idx": 43, "level": 2, "span": "18.03 Severability\n. The provisions of this Agreement are independent of and severable from\neach other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. "} +{"idx": 43, "level": 2, "span": "18.04 Construction\n. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New\nYork. "} +{"idx": 43, "level": 2, "span": "18.05 Entire Agreement\n. This Agreement contains the entire agreement and understanding between the parties hereto with\nrespect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter\nhereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing. "} +{"idx": 43, "level": 2, "span": "18.06 Waiver\n. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this\nAgreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver\nof any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed\nby the party asserted to have granted such waiver. "} +{"idx": 43, "level": 2, "span": "18.07 Interpretation\n. Words used herein regardless of the number and gender\nspecifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. "} +{"idx": 43, "level": 2, "span": "18.08 Headings\n. The titles of Articles and Sections contained in this Agreement are for convenience only, and they neither form a part\nof this Agreement nor are they to be used in the construction or interpretation hereof. "} +{"idx": 43, "level": 2, "span": "18.09 Counterparts\n. This Agreement may be\nexecuted in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become\nbinding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. "} +{"idx": 43, "level": 3, "span": "[Signature page follows.]"} +{"idx": 43, "level": 1, "span": "IN WITNESS WHEREOF"} +{"idx": 43, "level": 1, "span": "[Signature Page to Advisory Agreement]"} +{"idx": 44, "level": 1, "span": "COMMERCEHUB, INC."} +{"idx": 44, "level": 1, "span": "LEGACY STOCK APPRECIATION RIGHTS PLAN"} +{"idx": 44, "level": 0, "span": "STOCK OPTION AGREEMENT\nThis Stock Option Agreement (the “Option Agreement”), dated as of the 21st day of July, 2016 (the “Conversion Date”), is between CommerceHub, Inc., a Delaware corporation (the “Company”), and Richard Jones (the “Awardee”).\nWHEREAS, the Awardee was a holder of outstanding stock appreciation rights (the “Original SAR”) granted on July 20, 2016 (the “Original Grant Date”) under the Commerce Technologies, Inc. 2010 Stock Appreciation Rights Plan (as amended effective as of January 13, 2011, the “Prior Plan”) administered by Commerce Technologies, Inc. (“CTI”).\nWHEREAS, in connection with the reorganization of CTI, the merger of CTI with and into a subsidiary of the Company and the anticipated spin-off of the Company from Liberty Interactive Corporation, a Delaware corporation, the Prior Plan was amended and restated into the form of the CommerceHub Inc. Legacy Stock Appreciation Rights Plan (the “Plan”) and, as of the Conversion Date, the outstanding stock appreciation rights under the Prior Plan were converted into options to purchase Common Shares pursuant to the Plan.\nNOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows:\n1.Grant of Option. Pursuant to the terms of the Plan, the Committee hereby grants to Awardee, an Option, subject to the terms, definitions and provisions of the Plan adopted by the Company, which is incorporated herein by reference, and pursuant to this Option Agreement. Unless otherwise defined herein, capitalized terms used in this Option Agreement shall have the meaning ascribed to such terms in the Plan. In the event of a conflict between the terms of the Plan and this Option Agreement, the Plan shall prevail.\n2.Value of the Option. The Option shall entitle the Awardee, after the Option has vested, to purchase Common Shares at the exercise price set forth on the attached Notice of Grant (the “Exercise Price”) upon exercise of the Option pursuant to Section 5. No dividend equivalents are paid with respect to any Option.\n3.Nonassignability of Option. The Option is not assignable or transferable by the Awardee except by will or by the laws of descent and distribution. During the lifetime of the Awardee, only the Awardee or Awardee’s guardian or legal representative shall be entitled to exercise the Option.\n4.Exercise Period. The Option or any portion thereof may be exercised only after the Option or any portion thereof has vested and only within the term set forth in the Notice of Grant contained herein and may be exercised during such term only in accordance with the terms of the Plan and this Option Agreement. No Options shall be exercisable after the tenth anniversary of the Original Grant Date.\n5.Method of Exercise. Options will be considered exercised (as to the number of Options specified in the notice referred to in clause (i) below) on the latest of (a) the date of exercise designated in the written notice referred to in clause (i) below, (b) if the date so designated is not a Business Day (as defined below), the first Business Day following such date or (c) the earliest Business Day by which the Company has received all of the following:\n(i)Written notice, in such form as the Committee may require, containing such representations and warranties as the Committee may require and designating, among other things, the date of exercise and the number and of Common Shares to be purchased by exercise of Options (each, an “Option Share”);\n(ii)Payment of the applicable Exercise Price for each Option Share in any (or a combination) of the following forms: (A) cash, (B) check, (C) the delivery, together with a properly executed exercise notice, of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay such Exercise Price (and, if applicable, the Required Withholding Amount as described in Section 6) or (D) the delivery of irrevocable instructions (provided such method of exercise is then-permitted by the Company) via the Company’s online grant and administration program for the Company to withhold the number of Common Shares (valued at the Fair Market Value of such Common Share on the date of exercise) required to pay such Exercise Price (and, if applicable, the Required Withholding Amount as described in Section 6) that would otherwise be delivered by the Company to the Awardee upon exercise of the Options; and\n(iii)Any other documentation that the Committee may reasonably require.\nAs used in this Section 5, “Business Day” means any day other than Saturday, Sunday or a day on which banking institutions in Albany, New York, are required or authorized to be closed.\n6.Mandatory Withholding for Taxes. The Awardee acknowledges and agrees that the Company will deduct from the\nCommon Shares otherwise payable or deliverable upon exercise of any Options that number of Common Shares (valued at the Fair Market Value of such Common Shares on the date of exercise) that is equal to the amount of all federal, state and other governmental taxes required to be withheld by the Company or any subsidiary of the Company upon such exercise, as determined by the Company (the “Required Withholding Amount”), unless provisions to pay such Required Withholding Amount have been made to the satisfaction of the Company. If the Awardee elects to make payment of the applicable Exercise Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay such Exercise Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of its determination of the Required Withholding Amount.\n7.Forfeiture. If the Awardee has a Separation from Service with the Company for any reason, any portion of this Option that is issued and outstanding but unvested as of the date of such termination of employment, after giving effect to any acceleration of vesting provided for in the Notice of Grant herein, will be cancelled and terminate as of the date of termination. If the Awardee has a Separation from Service for Cause (as such term is defined in the Amended and Restated Employment Agreement, effective as of July 20, 2016, by and between the Awardee and CTI) or, in the event that the Committee determines, in its sole discretion, that any conduct of the Awardee constitutes Grounds for Forfeiture of the Option, all rights of the Awardee under this Option Agreement and the Plan (including rights with respect to outstanding vested or unvested Options) will terminate as of the date of termination.\n8.Separation from Service. In case of the Awardee’s Separation from Service for any reason other than for Cause, the Awardee may exercise this Option during the Termination Period set out in the Notice of Grant herein, but only to the extent it was exercisable at the date of such termination\nafter giving effect to any acceleration of vesting provided for in the Notice of Grant herein (but in no event later than the “Term/Expiration Date” of this Option as set forth in the Notice of Grant herein). To the extent that Awardee was not entitled to exercise this Option at the date of such termination, and to the extent that Awardee does not exercise this Option (to the extent otherwise so entitled) within the Termination Period specified in the Notice of Grant, this Option shall terminate.\n9.Clawback Policy. Notwithstanding any other provisions in this Option Agreement or the Plan, the Option shall be subject to recovery or clawback by the Company under any clawback policy adopted by the Company in accordance with Securities and Exchange Commission regulations or other applicable law, as amended or superseded from time to time.\n10.Tax Consequences.\na.Awardee understands that upon either the grant or the exercise of this Option, the Awardee may recognize adverse tax consequences.\nb.Awardee understands that the Company will be required to withhold any tax or social insurance required from any governmental authority. Awardee is encouraged to consult with a tax advisor concerning the tax consequences of exercising this Option.\n11.Entire Agreement. The Plan and this Option Agreement (including the Notice of Option Grant contained herein), constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of CTI and the Company and Awardee with respect to the subject matter hereof, and the Original SAR is hereby replaced in its entirety and is null and void and of no further effect."} +{"idx": 44, "level": 1, "span": "AWARDEE ACKNOWLEDGES THAT NEITHER THE PLAN NOR THIS OPTION AGREEMENT CONFERS ANY RIGHT WITH RESPECT TO CONTINUANCE OF EMPLOYMENT WITH OR SERVICE TO THE COMPANY NOR INTERFERES IN ANY WAY WITH ANY RIGHT THE COMPANY WOULD OTHERWISE HAVE TO TERMINATE THE AWARDEE’S SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE. NO PERSON SHALL, BY REASON OF PARTICIPATION IN THE PLAN, ACQUIRE ANY RIGHT OR TITLE TO ANY ASSETS, FUNDS OR PROPERTY OF THE COMPANY, INCLUDING WITHOUT LIMITATION, ANY SPECIFIC FUNDS, ASSETS OR OTHER PROPERTY WHICH THE COMPANY MAY SET ASIDE IN ANTICIPATION OF ANY LIABILITY UNDER THE PLAN. A PARTICIPANT SHALL HAVE ONLY A CONTRACTUAL RIGHT TO AN OPTION, IF ANY, PAYABLE UNDER THE PLAN, UNSECURED BY ANY ASSETS OF THE COMPANY, AND NOTHING CONTAINED IN THE PLAN SHALL CONSTITUTE A GUARANTEE THAT THE ASSETS OF THE COMPANY SHALL BE SUFFICIENT TO PAY ANY BENEFITS TO ANY PERSON.\nAwardee acknowledges receipt of a copy of the Plan and certain information related thereto and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option Agreement subject to all of the terms and provisions of the Plan. Awardee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of independent counsel prior to executing this Option Agreement and fully understands all provisions relating to this Option Agreement. Awardee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Option Agreement.\nIf by August 31, 2016, the Awardee does not reject the Options granted pursuant to this Option Agreement by written notice received by the Company’s Human Resources Department, the Options will be deemed to be accepted on the Conversion Date.\n[Remainder of Page Intentionally Left Blank]"} +{"idx": 44, "level": 1, "span": "COMMERCEHUB, INC."} +{"idx": 44, "level": 1, "span": "NOTICE OF OPTION GRANT"} +{"idx": 44, "level": 1, "span": "Richard Jones\nCommerceHub, Inc. (the “Company”) has granted Richard Jones (“Awardee”) an Option covering Common Shares of the Company as follows:\nOriginal Grant Date:                        July 20, 2016\nConversion Date:                            July 21, 2016\nNumber of Common Shares Covered by this Option:            655,444\nExercise Price:                            $16.34\nTerm/Expiration Date:                        July 20, 2026"} +{"idx": 44, "level": 1, "span": "Vesting\n: The Option shall be vested and exercisable as to 22.22% of the Options on each of the first three (3) anniversaries of the Original Grant Date, and as to 33.34% of the Options on January 20, 2021, subject to the Awardee continuing as an Employee of the Company or an Affiliate or subsidiary of the Company on such dates. For further clarification, the Option shall be exercisable in accordance with the following schedule:\nFirst anniversary of the Original Grant Date            22.22%\nSecond anniversary of the Original Grant Date            44.44%\nThird anniversary of the Original Grant Date            66.66%\nJanuary 20, 2021                        100%"} +{"idx": 44, "level": 1, "span": "Accelerated Vesting\n:"} +{"idx": 44, "level": 1, "span": "A. Double Trigger Change of Control Accelerated Vesting. In the event the Company terminates the Awardee’s employment other than for Cause during the six (6)-month period following the closing date of a Change of Control (as such term is defined below) resulting from a sale of all or substantially all of the Company’s business (by stock sale, asset sale or merger) to a third party acquirer, other than an Exempt Holder (as such term is defined below), any Options that are issued and outstanding, but unvested, as of the date of such termination of employment will vest effective as of the date of such termination of employment, subject to the release requirement described below.\nAny acceleration of vesting of unvested Options described in this paragraph A is subject to the condition subsequent that the Awardee delivers a general release of claims in form and substance satisfactory to the Company, which release shall be provided by the Company to the Awardee within three (3) business days of the date of such termination of employment, and that any applicable revocation period applicable to such release expires, both within 60 days following the date of such Separation from Service (the “Vesting Condition”). The Awardee acknowledges that while the Option or a portion thereof may retroactively vest effective as of the date of the Awardee’s Separation from Service as set forth in this Notice of Option Grant, the Awardee will nonetheless not be able to exercise any accelerated portion of the Option unless and until the Vesting Condition is timely met.\n“Change of Control” means any transaction in which the Company’s Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the holders of the Company’s Common Shares immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, or (ii) any sale, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company other than to an Affiliate of the Company. For the avoidance of doubt, a public offering of the Company’s (or any of its Affiliate’s) securities (including any spin-off or similar transaction and/or any other distribution of securities to the shareholders of the Company) and any corporate restructuring activities undertaken in connection with any such public offering, spin-off or distribution of securities shall not constitute a Change of Control resulting from a sale of the Company’s business for purposes of this provision. “Exempt Holder” means any direct or indirect beneficial equity holder (or family members of beneficial holders that are individuals) of the Company or any of its direct or indirect parent entities which holder is also a director or officer of the Company or any of its direct or indirect parent entities."} +{"idx": 44, "level": 1, "span": "Termination Period\n: Any portion of the Option that, as of the date of the Awardee’s Separation from Service for any reason \nother than for Cause, is unexpired, vested and non-forfeitable may be exercised until the “Close of Business” on the three month anniversary of the date of such Separation from Service with the Company (but in no event later than the Term/Expiration Date); provided, that in the case of the Awardee’s Separation from Service based on a Termination Without Cause or a Constructive Termination Without Cause (as such terms are defined in the Amended and Restated Employment Agreement, effective as of July 20, 2016, by and between the Awardee and CTI), any such portion may be exercised until the Close of Business on the twelve month anniversary of the date of such Separation from Service (but in no event later than the Term/Expiration Date). “Close of Business” means, on any day, 5:00 p.m., Albany, New York time on such day."} +{"idx": 45, "level": 0, "span": "SEVENTH AMENDMENT TO OFFICE LEASE"} +{"idx": 45, "level": 1, "span": "This Seventh Amendment to Office Lease (the “Seventh Amendment”), dated May 18, 2017, is made by and\nbetween DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company (“Landlord”), and BLACKLINE SYSTEMS, INC., a California corporation (“Tenant\n”). "} +{"idx": 45, "level": 1, "span": "WHEREAS,"} +{"idx": 45, "level": 1, "span": "A. Landlord, pursuant\nto the provisions of that certain Office Lease, dated November 22, 2010 and a certain Memorandum of Lease Term Dates and Rent dated April 21, 2011 (the “Original Memorandum”, and collectively, the “Original\nLease”); as amended by a certain First Amendment to Office Lease dated August 14, 2012 (the “First Amendment”); as further amended by a certain Second Amendment to Office Lease dated December 26, 2013 (the\n“Second Amendment”) and as further amended by a certain Third Amendment to Office Lease dated June 24, 2014, (the “Third Amendment”), as further amended by a certain Fourth Amendment to Office Lease dated\nJanuary 29, 2015 (the “Fourth Amendment”), a Memorandum Of Lease Term Dates And Rent dated May 12, 2015 (“Memorandum Re Third Amendment”), a Fifth Amendment to Office Lease dated October 6, 2016 (the\n“Fifth Amendment”); and that certain Sixth Amendment to Office Lease dated May 10, 2017 (the “Sixth Amendment” and together with the Original Lease, Original Memorandum, the First Amendment, Second Amendment,\nThird Amendment, Memorandum Re Third Amendment, Fourth Amendment, and the Fifth Amendment, the “Lease”), leased to Tenant and Tenant leased from Landlord space in the property located at 21300 Victory Boulevard, Woodland Hills,\nCalifornia 91367 (the “Building”), commonly known as Suites 1000, 1100, and 1200 (collectively, the “Existing Premises\n”); "} +{"idx": 45, "level": 1, "span": "B.\n Landlord and Tenant, for their mutual benefit, wish to amend the Lease as set forth below. "} +{"idx": 45, "level": 1, "span": "NOW, THEREFORE, in consideration\n of the covenants and provisions contained herein, and other good and valuable consideration, the sufficiency of which\nLandlord and Tenant hereby acknowledge, Landlord and Tenant agree: "} +{"idx": 45, "level": 2, "span": "1. Confirmation of Defined Terms. \nUnless modified herein, all terms\npreviously defined and capitalized in the Lease shall hold the same meaning for the purposes of this Seventh Amendment. "} +{"idx": 45, "level": 2, "span": "2. Confidentiality.\n\nSection 14 of the Sixth Amendment is hereby deleted in its entirety and replaced with the following: “Landlord and Tenant agree that, except for matters or record or as required by applicable law, the covenants and provisions of this\nSixth Amendment shall not be divulged to anyone not directly involved in the management, administration, ownership, lending against, or subleasing of the Premises, other than Tenant’s or Landlord’s counsel-of-record or leasing or sub-leasing broker of record.” "} +{"idx": 45, "level": 2, "span": "3. Governing Law. \nThe provisions of this Seventh Amendment shall be governed by the laws of the State of California. "} +{"idx": 45, "level": 2, "span": "4. Reaffirmation. \nLandlord and Tenant acknowledge and agree that the Lease, as amended herein, constitutes the entire agreement by and between\nLandlord and Tenant relating to the Premises, and supersedes any and all other agreements written or oral between the parties hereto. Furthermore, except as modified herein, all other covenants and provisions of the Lease shall remain unmodified and\nin full force and effect. "} +{"idx": 45, "level": 1, "span": "[Signatures Appear on the Following Page]"} +{"idx": 45, "level": 1, "span": "SEVENTH AMENDMENT TO OFFICE LEASE (continued)"} +{"idx": 45, "level": 1, "span": "IN WITNESS WHEREOF,"} +{"idx": 46, "level": 1, "span": "2017 AFI PSA (EBITDA) – Tier I"} +{"idx": 46, "level": 1, "span": "ARMSTRONG FLOORING, INC.\n2500 Columbia Ave., P.O. Box 3025\nLancaster, PA 17604\n717.672.9611"} +{"idx": 46, "level": 1, "span": "-1"} +{"idx": 46, "level": 1, "span": "EXHIBIT B"} +{"idx": 46, "level": 2, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 46, "level": 2, "span": "2016 LONG-TERM INCENTIVE PLAN"} +{"idx": 46, "level": 2, "span": "PERFORMANCE-BASED RESTRICTED STOCK GRANT"} +{"idx": 46, "level": 0, "span": "TERMS AND CONDITIONS\n1.Grant.\n(a)    Subject to the terms set forth below, Armstrong Flooring, Inc. (the “Company”) has granted to the designated employee (the “Grantee”) an award of performance-based restricted stock (the “Performance Shares”) as specified in the 2017 Long-Term Performance-Based Restricted Stock Grant Letters to which these Grant Conditions relate (the “Grant Letters”). Each Grant Letter specifies a Target Award and the Maximum Award granted as of the Date of Grant, subject to restrictions as set forth herein. The “Date of Grant” is March 7, 2017. The Performance Shares are shares of common stock of the Company (“Company Stock”).\n(b)    The Performance Shares shall be earned and vested if and to the extent that the Cumulative Free Cash Flow, Cumulative EBITDA and Absolute TSR performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met. The “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019.\n(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters. This grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan.\n2.    Performance Goals; Vesting.\n(a)    The Grantee shall earn and vest in a number of Performance Shares based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through the Vesting Date (as defined below). The Performance Goals shall be earned based on attainment of the Performance Goals as determined by the Management Development and Compensation Committee of the Company (the “Committee”), and the Performance Shares shall vest to the extent the Performance Goals are earned as determined by the Committee, provided that the Grantee is employed by the Employer on the Vesting Date.\n(b)    After the end of the Performance Period, the Committee will determine whether and to what extent the Performance Goals have been met and will certify the amount, if any, earned with respect to the Performance Shares. The Grantee can earn up\nto the Maximum Award based on attainment of the Performance Goals, as set forth in the Grant Letters.\n(c)    The “Vesting Date” is (i) if no Change in Control occurs, the date on which the Committee certifies whether and to what extent the applicable Performance Goals have been met or (ii) in the event of a Change in Control, the vesting date described in Section 2(d) below. The Committee will certify attainment of the Performance Goals between April 1, 2020 and April 30, 2020 (or an earlier date in 2020 as determined by the Committee), except as provided in Section 2(d) with respect to a Change in Control.\n(d)    If a Change in Control occurs prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount earned with respect to the Performance Shares shall be determined by the Committee as of the date of the Change in Control, as described in the Grant Letters. If the Change in Control occurs on or before December 31, 2019, the earned Performance Shares will vest on December 31, 2019, subject to the Grantee’s continued employment through December 31, 2019. If the Change in Control occurs during the 60 trading day period following the end of the Performance Period, the earned Performance Shares will vest on the date of the Change in Control, subject to the Grantee’s continued employment through the date of the Change in Control. Notwithstanding the foregoing, if the Performance Shares are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Shares shall vest as of the date of the Change in Control.\n(e)    No Performance Shares shall vest prior to the Committee’s certification of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Shares shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination.\n(f)    When the Performance Shares vest, the earned and vested Performance Shares shall cease to be subject to the restrictions of these Grant Conditions, other than the holding requirements of Section 7 below.\n3.    Restrictions on Assignment Before Vesting. During the period before the Performance Shares vest, the Performance Shares may not be assigned, transferred, pledged or otherwise disposed of by the Grantee, other than by will or the laws of descent and distribution. Any attempt to assign, transfer, pledge, subject to Performance Shares to any other security interest or otherwise dispose of the Performance Shares other than by will or the laws of descent and distribution, and the levy of any execution, attachment or similar process upon the Performance Shares, shall be null, void and without effect.\n4.    Termination of Employment.\n(a)    General Rule. Except as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Shares shall be forfeited as of the termination date and shall cease to be outstanding.\n(b)    Involuntary Termination before a Change in Control. If, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Shares based on the extent to which the Performance Goals are achieved for the Performance Period. The amount earned and vested shall be determined after the end of the Performance Period as described in Section 2. In the event of a subsequent Change in Control prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters and the earned Performance Shares shall vest on a pro-rata basis as of the date of the Change in Control. The pro-rated portion shall be determined by multiplying the number of Performance Shares earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation.\n(c)    Death or Long-Term Disability before a Change in Control. If, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Shares based on the extent to which the Performance Goals are achieved for the Performance Period. The amount earned and vested shall be determined after the end of the Performance Period as described in Section 2. In the event of a subsequent Change in Control prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters and the earned Performance Shares shall vest on a pro-rata basis as of the date of the Change in Control. The pro-rated portion shall be determined by multiplying the number of Performance Shares earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation.\n(d)    Involuntary Termination, Death and Long-Term Disability on or after a Change in Control. If the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Shares earned as of the Change in Control date as described in the Grant Letters. If the Grantee has a Change in Control Severance Agreement with the Company (“Change in Control Agreement”), on and after a Change in Control, the term “Involuntary Termination” shall have the meaning given a termination by the Company without Cause as defined in the Change in Control Agreement, and shall include without limitation a termination for Good Reason as defined in the Change in Control Agreement. The Grantee agrees that, subject to the immediately\npreceding sentence, if and to the extent that these Grant Conditions conflict with the terms of the Change in Control Agreement or any employment agreement between the Company and the Grantee, these Grant Conditions shall supersede the provisions of the Change in Control Agreement and employment agreement applicable to vesting of performance units on and after a Change in Control, notwithstanding anything in the Change in Control Agreement or employment agreement to the contrary.\n5.    Definitions. For purposes of these Grant Conditions and the Grant Letters:\n(a)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer.\n(b)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause.\n(c)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan.\n6.    Dividends. Dividends paid on Performance Shares shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Shares to which they relate. Dividends paid on Performance Shares before vesting shall be retained by the Company in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. If and to the extent that the underlying Performance Shares are forfeited, all related dividends shall also be forfeited. Earned and vested dividends shall be paid in cash in 2020 or, if earlier, upon termination of employment as described in Section 4(d) or upon a Change in Control if and as required by Section 4(b) or (c), as applicable, at the same time and subject to the same terms as the underlying Performance Shares vest; provided that if a Change in Control occurs that does not meet the requirements of a “change in the ownership or effective control or the ownership of a substantial portion of the assets” under section 409A of the Code (“409A CIC”) or, with respect to Section 4(d), if the Grantee’s termination of employment under Section 4(d) does not occur within two years after a 409A CIC, the earned and vested dividends shall be paid in 2020, if required by Section 409A.\n7.    Holding Requirement. Any Performance Shares that are earned in excess of the applicable Target Award must be held by the Grantee for one year following the Vesting Date (the “Holding Period”) and may not be assigned, transferred, pledged or otherwise disposed of by the Grantee, other than by will or the laws of descent and distribution, during the Holding Period. However, if the Grantee’s employment with the Employer terminates for any reason, or a Change in Control occurs, the holding requirement of this\nSection 7 shall lapse as of the date of the Grantee’s termination of employment or the Change in Control, as applicable.\n8.    Stock Power; Stock Certificates. The Committee may require the Grantee to deliver a duly signed stock power, endorsed in blank, relating to the Performance Shares. Stock certificates representing the Performance Shares may be issued by the Company and held until the Performance Shares vest, the Company may hold non-certificated shares until the Performance Shares vest, or the Company may register the shares by book-entry. If certificates are issued, each certificate for a Performance Share shall contain a legend giving appropriate notice of the restrictions in the grant. The Grantee shall be entitled to have the legend removed when the Performance Shares vest. The obligation of the Company to remove the legend on the certificates representing the vested Performance Shares upon vesting shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriately to comply with relevant securities laws and regulations.\n9.    No Right to Continued Employment. The grant of Performance Shares shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time.\n10.    Incorporation of Plan by Reference. The Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Shares constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Shares shall be final and binding on the Grantee and any other person claiming an interest in the Performance Shares.\n11.    Withholding Taxes. The Employer shall have the right to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes required by law to be withheld with respect to the Performance Shares. The Employer will withhold shares of Company Stock hereunder to satisfy the tax withholding obligation, unless the Grantee provides a payment to the Employer to cover such Taxes, in accordance with procedures established by the Committee. Unless the Committee determines otherwise, the share withholding amount shall not exceed the Grantee’s minimum applicable tax withholding amount.\n12.    Company Policies. All amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time.\n13.    Assignment. The Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell,\nassign, transfer, pledge or otherwise dispose of the Performance Shares, except to a successor grantee in the event of the Grantee’s death.\n14.    Section 409A. The Grant Letters and these Grant Conditions are intended to be exempt from section 409A of the Code. Notwithstanding the foregoing, if the Performance Shares or related dividends constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Shares and related dividends shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder, consistent with Section 20(h) of the Plan.\n15.    Successors. The provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event.\n16.    Governing Law. The validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle."} +{"idx": 46, "level": 4, "span": "* * *"} +{"idx": 46, "level": 4, "span": "(a)    Subject to the terms set forth below, Armstrong Flooring, Inc\n(the “Company”) has granted to the designated employee (the “Grantee”) an award of performance-based restricted stock (the “Performance Shares”) as specified in the 2017 Long-Term Performance-Based Restricted Stock Grant Letters to which these Grant Conditions relate (the “Grant Letters”). Each Grant Letter specifies a Target Award and the Maximum Award granted as of the Date of Grant, subject to restrictions as set forth herein. The “Date of Grant” is March 7, 2017. The Performance Shares are shares of common stock of the Company (“Company Stock”)."} +{"idx": 46, "level": 4, "span": "(b)    The Performance Shares shall be earned and vested if and to the extent that the Cumulative Free Cash Flow, Cumulative EBITDA and Absolute TSR performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met\nThe “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019."} +{"idx": 46, "level": 4, "span": "(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters\nThis grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan."} +{"idx": 46, "level": 3, "span": "2.    Performance Goals; Vesting."} +{"idx": 46, "level": 4, "span": "(a)    The Grantee shall earn and vest in a number of Performance Shares based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through the Vesting Date (as defined below)\nThe Performance Goals shall be earned based on attainment of the Performance Goals as determined by the Management Development and Compensation Committee of the Company (the “Committee”), and the Performance Shares shall vest to the extent the Performance Goals are earned as determined by the Committee, provided that the Grantee is employed by the Employer on the Vesting Date."} +{"idx": 46, "level": 4, "span": "(b)    After the end of the Performance Period, the Committee will determine whether and to what extent the Performance Goals have been met and will certify the amount, if any, earned with respect to the Performance Shares\nThe Grantee can earn up"} +{"idx": 46, "level": 4, "span": "(c)    The “Vesting Date” is (i) if no Change in Control occurs, the date on which the Committee certifies whether and to what extent the applicable Performance Goals have been met or (ii) in the event of a Change in Control, the vesting date described in Section 2(d) below\nThe Committee will certify attainment of the Performance Goals between April 1, 2020 and April 30, 2020 (or an earlier date in 2020 as determined by the Committee), except as provided in Section 2(d) with respect to a Change in Control."} +{"idx": 46, "level": 4, "span": "(d)    If a Change in Control occurs prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount earned with respect to the Performance Shares shall be determined by the Committee as of the date of the Change in Control, as described in the Grant Letters\nIf the Change in Control occurs on or before December 31, 2019, the earned Performance Shares will vest on December 31, 2019, subject to the Grantee’s continued employment through December 31, 2019. If the Change in Control occurs during the 60 trading day period following the end of the Performance Period, the earned Performance Shares will vest on the date of the Change in Control, subject to the Grantee’s continued employment through the date of the Change in Control. Notwithstanding the foregoing, if the Performance Shares are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Shares shall vest as of the date of the Change in Control."} +{"idx": 46, "level": 4, "span": "(e)    No Performance Shares shall vest prior to the Committee’s certification of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Shares shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination."} +{"idx": 46, "level": 4, "span": "(f)    When the Performance Shares vest, the earned and vested Performance Shares shall cease to be subject to the restrictions of these Grant Conditions, other than the holding requirements of Section 7 below."} +{"idx": 46, "level": 3, "span": "3.    Restrictions on Assignment Before Vesting\nDuring the period before the Performance Shares vest, the Performance Shares may not be assigned, transferred, pledged or otherwise disposed of by the Grantee, other than by will or the laws of descent and distribution. Any attempt to assign, transfer, pledge, subject to Performance Shares to any other security interest or otherwise dispose of the Performance Shares other than by will or the laws of descent and distribution, and the levy of any execution, attachment or similar process upon the Performance Shares, shall be null, void and without effect."} +{"idx": 46, "level": 3, "span": "4.    Termination of Employment."} +{"idx": 46, "level": 4, "span": "(a)    General Rule\nExcept as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Shares shall be forfeited as of the termination date and shall cease to be outstanding."} +{"idx": 46, "level": 4, "span": "(b)    Involuntary Termination before a Change in Control\nIf, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Shares based on the extent to which the Performance Goals are achieved for the Performance Period. The amount earned and vested shall be determined after the end of the Performance Period as described in Section 2. In the event of a subsequent Change in Control prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters and the earned Performance Shares shall vest on a pro-rata basis as of the date of the Change in Control. The pro-rated portion shall be determined by multiplying the number of Performance Shares earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation."} +{"idx": 46, "level": 4, "span": "(c)    Death or Long-Term Disability before a Change in Control\nIf, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Shares based on the extent to which the Performance Goals are achieved for the Performance Period. The amount earned and vested shall be determined after the end of the Performance Period as described in Section 2. In the event of a subsequent Change in Control prior to the end of the Performance Period or prior to the end of the 60 trading day period following the end of the Performance Period, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters and the earned Performance Shares shall vest on a pro-rata basis as of the date of the Change in Control. The pro-rated portion shall be determined by multiplying the number of Performance Shares earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation."} +{"idx": 46, "level": 4, "span": "(d)    Involuntary Termination, Death and Long-Term Disability on or after a Change in Control\nIf the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Shares earned as of the Change in Control date as described in the Grant Letters. If the Grantee has a Change in Control Severance Agreement with the Company (“Change in Control Agreement”), on and after a Change in Control, the term “Involuntary Termination” shall have the meaning given a termination by the Company without Cause as defined in the Change in Control Agreement, and shall include without limitation a termination for Good Reason as defined in the Change in Control Agreement. The Grantee agrees that, subject to the immediately"} +{"idx": 46, "level": 3, "span": "5.    Definitions\nFor purposes of these Grant Conditions and the Grant Letters:"} +{"idx": 46, "level": 4, "span": "(a)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer."} +{"idx": 46, "level": 4, "span": "(b)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause."} +{"idx": 46, "level": 4, "span": "(c)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan."} +{"idx": 46, "level": 3, "span": "6.    Dividends\nDividends paid on Performance Shares shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Shares to which they relate. Dividends paid on Performance Shares before vesting shall be retained by the Company in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. If and to the extent that the underlying Performance Shares are forfeited, all related dividends shall also be forfeited. Earned and vested dividends shall be paid in cash in 2020 or, if earlier, upon termination of employment as described in Section 4(d) or upon a Change in Control if and as required by Section 4(b) or (c), as applicable, at the same time and subject to the same terms as the underlying Performance Shares vest; provided that if a Change in Control occurs that does not meet the requirements of a “change in the ownership or effective control or the ownership of a substantial portion of the assets” under section 409A of the Code (“409A CIC”) or, with respect to Section 4(d), if the Grantee’s termination of employment under Section 4(d) does not occur within two years after a 409A CIC, the earned and vested dividends shall be paid in 2020, if required by Section 409A."} +{"idx": 46, "level": 3, "span": "7.    Holding Requirement\nAny Performance Shares that are earned in excess of the applicable Target Award must be held by the Grantee for one year following the Vesting Date (the “Holding Period”) and may not be assigned, transferred, pledged or otherwise disposed of by the Grantee, other than by will or the laws of descent and distribution, during the Holding Period. However, if the Grantee’s employment with the Employer terminates for any reason, or a Change in Control occurs, the holding requirement of this"} +{"idx": 46, "level": 3, "span": "8.    Stock Power; Stock Certificates\nThe Committee may require the Grantee to deliver a duly signed stock power, endorsed in blank, relating to the Performance Shares. Stock certificates representing the Performance Shares may be issued by the Company and held until the Performance Shares vest, the Company may hold non-certificated shares until the Performance Shares vest, or the Company may register the shares by book-entry. If certificates are issued, each certificate for a Performance Share shall contain a legend giving appropriate notice of the restrictions in the grant. The Grantee shall be entitled to have the legend removed when the Performance Shares vest. The obligation of the Company to remove the legend on the certificates representing the vested Performance Shares upon vesting shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriately to comply with relevant securities laws and regulations."} +{"idx": 46, "level": 3, "span": "9.    No Right to Continued Employment\nThe grant of Performance Shares shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time."} +{"idx": 46, "level": 3, "span": "10.    Incorporation of Plan by Reference\nThe Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Shares constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Shares shall be final and binding on the Grantee and any other person claiming an interest in the Performance Shares."} +{"idx": 46, "level": 3, "span": "11.    Withholding Taxes\nThe Employer shall have the right to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes required by law to be withheld with respect to the Performance Shares. The Employer will withhold shares of Company Stock hereunder to satisfy the tax withholding obligation, unless the Grantee provides a payment to the Employer to cover such Taxes, in accordance with procedures established by the Committee. Unless the Committee determines otherwise, the share withholding amount shall not exceed the Grantee’s minimum applicable tax withholding amount."} +{"idx": 46, "level": 3, "span": "12.    Company Policies\nAll amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time."} +{"idx": 46, "level": 3, "span": "13.    Assignment\nThe Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell,"} +{"idx": 46, "level": 3, "span": "14.    Section 409A\nThe Grant Letters and these Grant Conditions are intended to be exempt from section 409A of the Code. Notwithstanding the foregoing, if the Performance Shares or related dividends constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Shares and related dividends shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder, consistent with Section 20(h) of the Plan."} +{"idx": 46, "level": 3, "span": "15.    Successors\nThe provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event."} +{"idx": 46, "level": 3, "span": "16.    Governing Law\nThe validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle."} +{"idx": 47, "level": 1, "span": "LIMITED PARTNERSHIP AGREEMENT"} +{"idx": 47, "level": 1, "span": "OF"} +{"idx": 47, "level": 1, "span": "RODIN GLOBAL\nPROPERTY TRUST OPERATING PARTNERSHIP, LP"} +{"idx": 47, "level": 1, "span": "A DELAWARE LIMITED PARTNERSHIP"} +{"idx": 47, "level": 1, "span": "March 23, 2017"} +{"idx": 47, "level": 1, "span": "TABLE OF CONTENTS"} +{"idx": 47, "level": 1, "span": "LIMITED PARTNERSHIP AGREEMENT"} +{"idx": 47, "level": 1, "span": "OF"} +{"idx": 47, "level": 1, "span": "RODIN GLOBAL\nPROPERTY TRUST OPERATING PARTNERSHIP, LP\nThis Limited Partnership Agreement (this “Agreement”) is entered into this\n23rd day of March, 2017 between Rodin Global Property Trust, Inc., a Maryland corporation (the “General Partner”), and the Limited Partners set forth on Exhibit A attached hereto, as amended from time to\ntime. Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in Article 1."} +{"idx": 47, "level": 0, "span": "AGREEMENT\nWHEREAS, the General Partner intends to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as\namended;\nWHEREAS, Rodin Global Property Trust Operating Partnership, LP (the “Partnership”), was formed on\nFebruary 10, 2016 as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on February 11, 2016; and\nWHEREAS, the General Partner desires to conduct its current and future business through the Partnership.\nNOW, THEREFORE, in consideration of the foregoing, of the mutual covenants between the parties hereto, and for other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Agreement is hereby entered into and adopted in its entirety as follows:"} +{"idx": 47, "level": 2, "span": "ARTICLE 1"} +{"idx": 47, "level": 2, "span": "DEFINED TERMS\nThe following defined terms used in this Agreement shall have the meanings specified below:\n“Act” means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time.\n“Additional Funds” has the meaning provided in Section 4.3 hereof.\n“Adjusted Capital Account” means, with respect to any Partner, the Capital Account of such Partner as of the end of each\nPartnership Year (i) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to Regulations Section\n1.704-1(b)(2)(ii)(c) and the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(g)(5) and\n(ii) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and\n1.704-1(b)(2)(ii) (d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d)\nand shall be interpreted consistently therewith.\n“Adjusted Capital Account Deficit” means, with respect to any Partner,\nthe deficit balance, if any, in such Partner’s Adjusted Capital Account as of the end of the relevant Partnership Year.\n“Adjustment Event” has the meaning provided in Section 4.4(b) hereof.\n“Administrative Expenses” means (i) all administrative and operating costs and expenses incurred by the Partnership,\n(ii) those administrative costs and expenses of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting and legal expenses of the General Partner, which\nexpenses, the Partners have agreed, are expenses of the Partnership and not the General Partner, and (iii) to the extent not included in clause (ii) above, REIT Expenses; provided, however, that Administrative Expenses shall not include\nany administrative costs and expenses incurred by the General Partner that are attributable to Properties or partnership interests in a Subsidiary Partnership that are owned by the General Partner directly.\n“Advisor ” or “Advisors” means the Person or Persons, if any,\nappointed, employed or contracted with by the Partnership and responsible for directing or performing the day-to-day business affairs of the Partnership, including any\nPerson to whom such Advisor subcontracts substantially all of such functions.\n“Advisory Agreement” means the agreement\nbetween the General Partner, the Advisor and the other parties named therein pursuant to which the Advisor will direct or perform the day-to-day business affairs of the\nGeneral Partner.\n“Affiliate” or “Affiliated” means, with respect to any Person, (i) any Person\ndirectly or indirectly owning, controlling or holding, with the power to vote, ten percent or more of the outstanding voting securities of such other Person; (ii) any Person ten percent or more of whose outstanding voting securities are\ndirectly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer,\ndirector, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. An entity shall not be deemed to control or be under common\ncontrol with a program sponsored by the Sponsor unless (A) the entity owns ten percent or more of the voting equity interests of such program or (B) a majority of the board of directors of the General Partner (or equivalent governing body)\nof such program is composed of Affiliates of the entity.\n“Aggregate Share Ownership Limit” has the meaning provided in\nthe Articles of Incorporation.\n“Agreed Value” means (i) in the case of any Contributed Property, the fair market\nvalue of such property as of the time of its contribution to the Partnership, reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed; and (ii) in the case of any\nproperty distributed to a Partner by the Partnership, the Partnership’s Carrying Value of such property at the time such property is distributed, reduced by any indebtedness either assumed by such Partner upon such distribution or to which such\nproperty is subject at the time of distribution as determined under Section 752 of the Code and the Regulations thereunder.\n“Agreement” means this Limited Partnership Agreement, as amended, modified supplemented or restated from time to time, as the\ncontext requires.\n“Applicable Percentage” has the meaning provided in Section 8.5(b) hereof.\n“Articles of Incorporation” means the Articles of Incorporation of the General Partner, as amended or restated from time to\ntime, filed with the Maryland State Department of Assessments and Taxation.\n“Capital Account” has the meaning provided\nin Section 4.6 hereof.\n“Capital Account Limitation” has the meaning provided in Section 4.5(b) hereof.\n“Capital Contribution” means, with respect to any Partner, the amount of money and the Agreed Value of Contributed Property\nwhich such Partner contributes or is deemed to contribute to the Partnership pursuant to Section 4.1 or 4.2 hereof. Any reference to the Capital Contribution of a Partner shall include the Capital Contribution made by a predecessor holder\nof the Partnership Unit of such Partner.\n“Carrying Value” means, with respect to any asset, the asset’s adjusted\nbasis for federal income tax purposes, except as follows:\n(i) The initial Carrying Value of any asset contributed to the Partnership\nshall be the gross fair market value of such asset, as agreed by the Contributing Partner and the General Partner.\n(ii) The Carrying\nValues of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner using such reasonable method of valuation as it may adopt immediately prior to the following events:\n(a) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis\nCapital Contribution or the provision of services to or for the benefit of the Partnership, if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in\nthe Partnership;\n(b) the distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for\nan interest in the Partnership, if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;\n(c) the liquidation of the Partnership within the meaning of Regulations Section 1.704- 1(b)(2)(ii)(g);\n(d) the grant of an interest in the Partnership (other than a de\nminimis interest) as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner acting in a partner capacity, or by a new Partner acting in a partner capacity or in anticipation of becoming a Partner\nof the Partnership, if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership; and\n(e) at such other times as the General Partner shall reasonably deem necessary or advisable if permitted by, or required to comply with,\nRegulations Sections 1.704-1(b) and 1.704-2.\n(iii) The\nCarrying Value of a Partnership asset distributed to a Partner shall be the gross fair market value of such asset on the date of distribution, as agreed by the distributee and the General Partner.\n(iv) The Carrying Values of Partnership assets shall be adjusted to reflect any adjustments to the adjusted basis of such assets pursuant to\nCode Section 734(b) or 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that\nCarrying Values shall not be adjusted pursuant to this clause (iv) to the extent that the General Partner reasonably determines that an adjustment pursuant to clause (ii) above is necessary or appropriate in connection with a transaction\nthat would otherwise result in an adjustment pursuant to this clause (iv).\n(v) If the Carrying Values of a Partnership asset has\nbeen determined or adjusted pursuant to clause (i), (ii), or (iv) above, such Carrying Values shall thereafter be adjusted by Depreciation.\n“Cash Amount” means an amount of cash equal to the lesser of (i) the Value of the REIT Shares Amount on the date of\nreceipt by the General Partner of a Notice of Redemption or (ii) the applicable Redemption Price determined by the General Partner.\n“Certificate” means any instrument or document that is required under the laws of the State of Delaware, or any other\njurisdiction in which the Partnership conducts business, to be signed and sworn to by the Partners of the Partnership (either by themselves or pursuant to the\npower-of-attorney granted to the General Partner in Section 8.2 hereof) and filed for recording in the appropriate public offices within the State of Delaware or\nsuch other jurisdiction to perfect or maintain the Partnership as a limited partnership, to effect the admission, withdrawal, or substitution of any Partner of the Partnership, or to protect the limited liability of the Limited Partners as limited\npartners under the laws of the State of Delaware or such other jurisdiction.\n“Class ” means a class of REIT Shares or\nPartnership Units, as the context may require.\n“Class A REIT Shares” means the REIT Shares classified\nas “Class A” shares in the Articles of Incorporation.\n“Class A\nUnit” means a Common Unit entitling the holder thereof to the rights of a holder of a Class A Unit as provided in this Agreement.\n“Class I REIT Shares” means the REIT Shares classified as “Class I”\nshares in the Articles of Incorporation.\n“Class I Unit” means a Common Unit entitling the holder\nthereof to the rights of a holder of a Class I Unit as provided in this Agreement.\n“Class T REIT\nShares” means the REIT Shares classified as “Class T” shares in the Articles of Incorporation.\n“Class T Unit” means a Common Unit entitling the holder thereof to the rights of a holder of a\nClass T Unit as provided in this Agreement.\n“Code ” means the Internal Revenue Code of 1986, as amended from time\nto time, or any successor statute thereto. Reference to any particular provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any\napplicable regulations as in effect from time to time.\n“Commission ” means the U.S. Securities and Exchange Commission.\n“Common Share Ownership Limit” has the meaning provided in the Articles of Incorporation.\n“Common Unit” means a fractional, undivided share of the Partnership Interests of all Partners issued pursuant to Article 4\nhereof, including Class A Units, Class I Units and Class T Units, but does not include, unless otherwise provided herein for specific purposes, any Preferred Unit, Special Limited Partnership Unit, or any other Partnership Unit\nspecified in a Partnership Unit\nDesignation as being other than a Common Unit; provided, however, that the General Partner Interest and the Limited Partner Interests shall have the differences in rights and privileges as\nspecified in this Agreement.\n“Constituent Person” has the meaning provided in Section 4.5 hereof.\n“Contributed Property” means each property or other asset contributed to the Partnership, in such form as may be permitted by\nthe Act, but excluding cash contributed or deemed contributed to the Partnership.\n“Conversion Date” has the meaning\nprovided in Section 4.5(c) hereof.\n“Conversion Factor” means 1.0, provided that in the event that the General Partner\n(i) declares or pays a dividend on its outstanding REIT Shares wholly or partly in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares wholly or partly in REIT Shares, (ii) subdivides its outstanding REIT\nShares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares\nissued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of\nwhich shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date and, provided further, that in the event that an entity other than an Affiliate of the General Partner shall become General\nPartner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by the number of\nshares of the Successor Entity into which one REIT Share is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the Conversion Factor shall\nbecome effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the\neffective date of such dividend, distribution, subdivision or combination, the Conversion Factor shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend,\ndistribution, subdivision or combination.\n“Conversion Notice” means the Notice of Election by Partner to Convert LTIP\nUnits into Limited Partnership Units substantially in the form attached as Exhibit C hereto.\n“Conversion Right” has the meaning provided in Section 4.5(a) hereof.\n“Defaulting Limited Partner” has the meaning provided in Section 5.2(c) hereof.\n“Depreciation ” means, for each fiscal year, an amount equal to the federal income tax depreciation, amortization, or other\ncost recovery deduction allowable with respect to an asset for such year, except that if the Carrying Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall\nbe an amount which bears the same ratio to such beginning Carrying Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year bears to such beginning adjusted tax basis; provided, however, that if the\nfederal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Carrying Value using any reasonable method selected by the General Partner.\n“Director ” means a member of the board of directors of the General Partner.\n“Distribution Fees” shall have the meaning provided in the Company’s Prospectus.\n“Economic Capital Account Balance” has the meaning provided in Section 5.1(e) hereof.\n“Event of Bankruptcy” as to any Person, means the filing of a petition for relief as to such Person as debtor or bankrupt\nunder the Bankruptcy Code of 1978 or similar provision of law of any jurisdiction (except if such petition is contested by such Person and has been dismissed within 90 days); insolvency or bankruptcy of such Person as finally determined by a court\nproceeding; filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of its assets; commencement of any proceedings relating to such Person as a\ndebtor under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either by such Person or by another, provided that if such proceeding is\ncommenced by another, such Person indicates its approval of such proceeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within 90 days.\n“Excepted Holder Limit” has the meaning provided in the Articles of\nIncorporation.\n“Exchanged REIT Shares” has the meaning provided in Section 4.10(b) hereof.\n“Forced Conversion” has the meaning provided in Section 4.5(d) hereof.\n“Forced Conversion Notice” means the Notice of Election by Partnership to Force Conversion of LTIP Units Into Limited\nPartnership Units substantially in the form attached as Exhibit D hereto.\n“General Partner”\nmeans Rodin Global Property Trust, Inc., a Maryland corporation, and any Person who becomes a substitute or additional General Partner as provided herein, and any of their successors as General Partner.\n“General Partner Loan” has the meaning provided in Section 5.2(c) hereof.\n“General Partner Interest” means the entire Partnership Interest held by a General Partner hereof, which Partnership Interest\nmay be expressed as a number of Common Units, Preferred Units or any other Partnership Units.\n“Indemnitee” means\n(i) any Person made a party to a proceeding by reason of its status as the General Partner or a director, officer or employee of the General Partner or the Partnership, and (ii) such other Persons (including Affiliates of the General\nPartner or the Partnership) as the General Partner may designate from time to time, in its sole and absolute discretion.\n“Independent Directors” means a Director who is not on the date of determination, and within the last two years from the date\nof determination has not been, directly or indirectly associated and has not been associated with the Sponsor of the General Partner or the Advisor by virtue of (i) ownership of an interest in the Sponsor, the Advisor or any of their\nAffiliates, other than the General Partner, (ii) employment by the Sponsor, the Advisor or any of their Affiliates, (iii) service as an officer or director of the Sponsor, the Advisor or any of their Affiliates, (iv) performance of\nservices, other than as a Director, for the General Partner, (v) service as a director or trustee of more than REITs organized by the Sponsor or advised by the Advisor, or (vi) maintenance of a material business or professional\nrelationship with the Sponsor, the Advisor or any of their Affiliates. A business or professional relationship is considered “material” if the aggregate gross income derived by the Director from the Sponsor, the Advisor and their\nAffiliates exceeds five percent of either the Director’s annual gross income during either of the last two years or the Director’s net worth on a fair market value basis. An indirect association with the Sponsor of the General Partner\nor the Advisor shall include circumstances in which a Director’s spouse, parent, child, sibling, mother- or father-in-law,\nson- or daughter-in-law or brother- or\nsister-in-law is or has been associated with the Sponsor, the Advisor, any of their Affiliates or the General Partner.\n“Investments” means all investments by the Partnership in Properties, Loans and all other investments (other than short-term\ninvestments acquired for purposes of cash management) in which the Partnership may acquire an interest, either directly or indirectly, including through ownership interests in a Joint Venture, pursuant to the Articles of Incorporation, the bylaws of\nthe General Partner or the investment objectives and policies adopted by the board of directors of the General Partner from time to time.\n“Joint Venture” means those joint venture, limited liability company, partnership or other entity arrangements in which the\nPartnership is a co-venturer or general partner established to acquire or hold one or more Investments.\n“Junior Share” means a share of capital stock of the General Partner now or hereafter authorized or reclassified that has\ndividend rights, or rights upon liquidation, winding up and dissolution, that are inferior or junior to the REIT Shares.\n“Limited\nPartner” means any Person named as a Limited Partner on Exhibit A attached hereto (including, as applicable, the General Partner), as such exhibit may be amended and restated from time to time, and any Person who\nbecomes a Substitute Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership.\n“Limited Partner\nInterest” means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership\nInterest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Common Units, Preferred\nUnits or other Partnership Units.\n“Limited Partnership Unit” means a Limited Partnership Interest designated as a Common\nUnit.\n“Liquidating Capital Gains” has the meaning provided in Section 5.1(e) hereof.\n“Listing ” means the listing of the REIT Shares on a national securities\nexchange. Upon such Listing, the REIT Shares shall be deemed “Listed.”\n“Loans ” means mortgage\nloans and other types of debt financing investments made by the Partnership, either directly or indirectly, including through ownership interests in a Joint Venture, including, without limitation, mezzanine loans,\nB-notes, bridge loans, convertible debt, wraparound mortgage loans, construction mortgage loans, loans on leasehold interests, and participations in such loans.\n“LTIP Unit” means a Limited Partnership Interest which is designated as an LTIP Unit and which has the rights, preferences\nand other privileges designated in Section 4.4 hereof and elsewhere in this Agreement in respect of holders of LTIP Units. The allocation of LTIP Units among the Partners shall be set forth on Exhibit A, as may be\namended from time to time.\n“LTIP Holder” means a Partner that holds LTIP Units.\n“New Securities” means (i) any rights, options, warrants, or convertible or exchangeable securities having the right to\nsubscribe for or purchase REIT Shares or Preferred Shares, excluding Preferred Shares and Junior Shares or (ii) any debt issued by the General Partner that provides any of the rights described in (i).\n“Nonrecourse Deductions” has the meaning provided in Regulations Section\n1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Partnership Year shall be determined in accordance with the rules of Regulations Section 1.704-2(c).\n“Nonrecourse Liability” has the meaning provided in Regulations Section\n1.704-2(b)(3).\n“Notice” has the meaning provided in Section 10.5(d) hereof.\n“Notice of Redemption” means the Notice of Exercise of Redemption Right substantially in the form attached as\nExhibit B hereto.\n“Offering ” means any offering and sale of REIT Shares registered for sale\nto the public in accordance with applicable federal and state securities laws.\n“Partner ” means any General Partner or\nLimited Partner.\n“Partner Minimum Gain” means an amount, with respect to each Partner Nonrecourse Debt, equal to the\nPartnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).\n“Partner Nonrecourse Debt” has the meaning provided in Regulations Section\n1.704-2(b)(4).\n“Partner Nonrecourse Debt Minimum Gain” means an amount, with\nrespect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).\n“Partner Nonrecourse Deductions” has the meaning provided in\nRegulations Sections 1.704-2(i)(1) and 1.704-2(i)(2), and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Partnership Year\nshall be determined in accordance with Regulations Sections 1.704-2(i)(2).\n“Partnership\n” means Rodin Global Property Trust Operating Partnership, LP, a Delaware limited partnership.\n“Partnership\nInterest” means an ownership interest in the Partnership held by either a Limited Partner or a General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this\nAgreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. There may be one or more classes or series of Partnership Interests. A Partnership Interest may be expressed as a number of\nCommon Units, Preferred Units or other Partnership Units.\n“Partnership Loan” has the meaning provided in Section 5.2(c)\nhereof.\n“Partnership Minimum Gain” has the meaning provided in Regulations Sections 1.704-2(b)(2) and 1.704-2(d), and the amount of Partnership Minimum Gain, as well as any net increase or decrease in Partnership Minimum Gain, for a Partnership Year shall be\ndetermined in accordance with the rules of Regulations Section 1.704-2(d).\n“Partnership\nRecord Date” means the record date established by the General Partner for the distribution of cash pursuant to Section 5.2 hereof, which record date generally shall be the same as the record date established by the General Partner for\na distribution to its stockholders of some or all of its portion of the distribution.\n“Partnership Unit” means a Common\nUnit, a Preferred Unit, a Special Limited Partnership Unit, an LTIP Unit or any other unit of a fractional, undivided share of the Partnership Interests that the General Partner has authorized pursuant to Article 4 hereof, including Class A\nUnits, Class I Units and Class T Units; provided, however, that Partnership Units comprising a General Partner Interest or a Limited Partner Interest shall have the differences in rights and privileges as specified in this Agreement.\n“Partnership Unit Economic Balance” has the meaning provided in Section 5.1(e) hereof.\n“Partnership Year” means the fiscal year of the Partnership, which shall be the calendar year.\n“Percentage Interest” means the percentage determined by dividing the number of Common Units of a Partner by the sum of the\nCommon Units of all Partners.\n“Person ” means any individual, corporation, partnership, estate, trust (including a trust\nqualified under Sections 401(a) or\n501(c) (17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the\nmeaning of Section 509(a) of the Code, joint stock company or other entity and also includes a group as that term is used for purposes of Section 13(d)(3) of the Exchange Act and a group to which an Excepted Holder Limit applies.\n“Preferred Shares” means a share of capital stock of the General Partner now or hereafter authorized or reclassified that has\ndividend rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to REIT Shares.\n“Preferred\nUnit” means a fractional, undivided share of the Partnership Interests that has distribution rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the Common Units that the General Partner has\nauthorized pursuant to Section 4.2 hereof.\n“Profit” and “Loss” means, for each Partnership Year or\nother applicable period, an amount equal to the Partnership’s taxable income or loss for such Partnership Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be\nstated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:\n(i)\nAny income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profit and Loss pursuant to this definition of “Profit” and “Loss” shall be added to such\ntaxable income or loss;\n(ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section\n705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profit or Loss pursuant to this definition of “Profit” and\n“Loss” shall be subtracted from such taxable income or loss;\n(iii) In the event the Carrying Value of any Partnership\nasset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of Carrying Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profit and\nLoss;\n(iv) Gain or loss resulting from any disposition of Partnership Property with respect to which gain or loss is recognized for\nfederal income tax purposes shall be computed by reference to the Carrying Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Carrying Value;\n(v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss,\nthere shall be taken into account Depreciation for such Partnership Year or other period;\n(vi) To the extent an adjustment to the\nadjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or\nSection 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv) to be taken into account in determining\nCapital Accounts as a result of a distribution other than in liquidation of a Partner’s interest in the Partnership, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss\n(if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Profit or Loss; and\n(vii) Notwithstanding any other provision of this definition of “Profit” and\n“Loss”, any items that are specially allocated pursuant to Section 5.1(c), 5.1(d), or 5.1(e) hereof shall not be taken into account in computing Profits or Losses. The amounts of the items of Partnership income, gain, loss, or\ndeduction available to be specially allocated pursuant to Sections 5.1(c) and 5.1(d) hereof shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi) above.\n“Property ” or “Properties” means, as the context requires, any or all Real Property or properties acquired\nby the Partnership, either directly or indirectly, through Joint Venture arrangements or other partnership or investment interests.\n“Prospectus ” means the most recent prospectus relating to an Offering as such prospectus may be amended or supplemented from\ntime to time.\n“Qualifying Party” means (a) a Person who is admitted to the Partnership pursuant to Section 4.2\nor Section 4.4 and who is shown as such on the books and records of the Partnership, (b) a transferee in a permitted Transfer or (c) a Substitute Limited Partner succeeding to all or part of the Limited Partnership Unit of a Person\nthat meets one of the foregoing criteria in (a) or (b).\n“Real Property” means land, rights in land (including\nleasehold interests) and any buildings, structures improvements, furnishings fixtures and equipment located on or used in connection with land and rights in interests in land.\n“Recapture Income” means any gain recognized by the Partnership (computed without regard to any adjustment required by\nSection 743 of the Code) upon the disposition of any property or asset of the Partnership, which gain is characterized as ordinary income because it represents the recapture of deductions previously taken with respect to such property or asset.\n“Received REIT Shares” has the meaning provided in Section 4.10(b) hereof.\n“Redemption” has the meaning provided in Section 8.5(a) hereof.\n“Redemption Price” means the Value of the REIT Shares Amount on the date of receipt by the General Partner of a Notice of\nRedemption multiplied by any discount determined by the General Partner, including but not limited to, any discount based upon the combined number of years that the applicable Partner has held the Partnership Units offered for redemption.\n“Redemption Right” has the meaning provided in Section 8.5(a) hereof.\n“Regulations ” means the Federal income tax regulations promulgated under the Code, as amended and as hereafter amended from\ntime to time. Reference to any particular provision of the Regulations shall mean that provision of the Regulations on the date hereof and any successor provision of the Regulations.\n“REIT ” means a “real estate investment trust” under Sections 856 through 860 of the Code.\n“REIT Expenses” means (i) costs and expenses relating to the formation and continuity of existence and operation of the\nGeneral Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees\npayable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to any public offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental\nthereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or\nplacement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and\ncommunications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations\npromulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the\nGeneral Partner, (vii) costs and expenses incurred by the General Partner relating to any issuing or redemption of Partnership Units, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary\ncourse of its business on behalf of or in connection with the Partnership.\n“REIT Share” means a common share of\nbeneficial ownership in the General Partner (or successor entity, as the case may be), including Class A REIT Shares, Class I REIT Shares and Class T REIT Shares.\n“REIT Shares Amount” means, with respect to Tendered Units of a Class, a number\nof REIT Shares of the corresponding REIT Share Class equal to the product of the number of Partnership Units of such Class offered for exchange by a Tendering Party, multiplied by the Conversion Factor as adjusted to and including the\nSpecified Redemption Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares,\nor any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares.\n“REIT Transaction” has the meaning provided in Section 7.1(b) hereof.\n“Related Party” means, with respect to any Person, any other Person whose ownership of shares of the General Partner’s\ncapital stock would be attributed to the first such Person under Code Section 544 (as modified by Code Section 856(h)(1)(B)).\n“Restriction Notice” has the meaning provided in Section 8.5(e) hereof.\n“Sale” or “Sales” means (i) any transaction or series of transactions whereby: (A) the\nPartnership, directly or indirectly (except as described in other subsections of this definition), sells, grants, transfers, conveys or relinquishes its ownership of any Investment or portion thereof, including the lease of any Property consisting\nof a building only, and including any event with respect to any Investment that gives rise to a significant amount of insurance proceeds or condemnation awards, and including the issuance by one of the Company’s subsidiaries of any asset backed\nsecurities or collateralized debt obligations as part of a securitization transaction; (B) the Partnership, directly or indirectly (except as described in other subsections of this definition), sells, grants, transfers, conveys or relinquishes\nits ownership of all or substantially all of the interest of the Partnership in any Joint Venture in which it is a co-venturer or partner; (C) any Joint Venture in which the Partnership is a co-venturer or partner directly or indirectly (except as described in in other subsections of this definition), sells, grants, transfers, conveys or relinquishes its ownership of any Investment or portion thereof,\nincluding any event with respect to any Investment that gives rise to insurance proceeds or condemnation awards, and including the issuance by such a Joint Venture or one of its subsidiaries of any asset backed securities or collateralized debt\nobligations as part of a securitization transaction; (D) the Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in any Investment or portion\nthereof, including any payments thereunder or in satisfaction thereof (other than regularly scheduled interest payments) or any amounts owed pursuant to such Investment, and including any event with respect to any Investment which gives rise to a\nsignificant amount of insurance proceeds or similar awards; or (E) the Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys or relinquishes its ownership of any other\nInvestments or Properties not previously described in this definition or any portion thereof, but (ii) not including any transaction or series of transactions specified in clause (i) (A) through (E) above in which the proceeds of such\ntransaction or series of transactions are reinvested by the Partnership in one or more Assets within 180 days thereafter.\n“Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor statute\nthereto. Reference to any provision of the Securities Act shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from\ntime to time.\n“Special Limited Partner” means the holder of Special Limited Partnership Units.\n“Special Limited Partnership Unit” means Partnership Units designated as Special Limited Partnership Units issued pursuant to\nSection 4.2(d) with the rights and obligations provided under this Agreement.\n“Specified Redemption Date” means the\nfirst business day of the month that is at least sixty (60) business days after the receipt by the General Partner of a Notice of Redemption.\n“Sponsor” means any Person which (i) is directly or indirectly instrumental in organizing, wholly or in part, the\nGeneral Partner, (ii) will control, manage or participate in the management of the General Partner, (iii) takes the initiative, directly or indirectly, in founding or organizing the General Partner, either alone or in conjunction with one\nor more other Persons, (iv) receives a material participation in the General Partner in connection with the founding or organizing of the business of the General Partner, in consideration of services or property, or both services and property,\n(v) has a substantial number of relationships and contacts with the General Partner, (vi) possesses significant rights to control Properties, (vii) receives fees for providing services to the General Partner which are paid on a basis\nthat is not customary in the industry or (vii) provides goods or services to the General Partner on a basis which was not negotiated at arm’s-length with the General\nPartner. “Sponsor” does not include any Person whose only relationship with the General Partner is that of an independent property manager and whose only compensation is as such, or wholly independent third parties such as\nattorneys, accountants and underwriters whose only compensation is for professional services.\n“Subsequent Liquidity Event” has the meaning provided in Section 8.6(b) hereof.\n“Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of (i) the\nvoting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.\n“Subsidiary Partnership” means any partnership of which the partnership interests therein are owned by the General Partner or\na direct or indirect subsidiary of the General Partner.\n“Substitute Limited Partner” means any Person admitted to the\nPartnership as a Limited Partner pursuant to Section 9.3 hereof.\n“Tax Matters Partner” has the meaning provided in\nSection 10.5(a) hereof.\n“Tendered Units” has the meaning provided in Section 8.5(a) hereof.\n“Tendering Party” has the meaning provided in Section 8.5(a) hereof.\n“Termination Event” means the termination or nonrenewal of the Advisory Agreement (i) in connection with a merger, sale\nof assets or transaction involving the General Partner pursuant to which a majority of the Directors then in office are replaced or removed, (ii) by the Advisor for “good reason” (as defined in the Advisory Agreement) or (iii) by\nthe General Partner other than for “cause” (as defined in the Advisory Agreement).\n“Transaction” has the\nmeaning provided in Section 4.5(g) hereof.\n“Transfer ” has the meaning provided in Section 9.2(a) hereof.\n“Unvested LTIP Units” has the meaning provided in Section 4.4(d) hereof.\n“Value ” means for each Class of REIT Shares, the fair market value per share of that Class of REIT Shares, as\ndetermined by the General Partner in good faith taking into account (i) if REIT Shares of that Class are Listed, the average closing price per share for the previous thirty (30) business days, (ii) if REIT Shares of that\nClass are not Listed, the most recently published net asset value per share or share equivalent of REIT Shares of that Class, and (iii) if REIT Shares of that Class are not Listed or if no net asset value has been published for REIT\nShares of that Class, such price per REIT Share of that Class as the management of the General Partner determines in good faith.\n“Vested LTIP Units” has the meaning provided in Section 4.4(d) hereof.\n“Vesting Agreement” means each or any, as the context implies, Long Term Incentive Plan (LTIP) Vesting Agreement entered into\nby a LTIP Holder upon acceptance of an award of LTIP Units."} +{"idx": 47, "level": 4, "span": "(i) The initial Carrying Value of any asset contributed to the Partnership\nshall be the gross fair market value of such asset, as agreed by the Contributing Partner and the General Partner."} +{"idx": 47, "level": 4, "span": "(ii) The Carrying\nValues of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner using such reasonable method of valuation as it may adopt immediately prior to the following events:"} +{"idx": 47, "level": 3, "span": "(a) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis\nCapital Contribution or the provision of services to or for the benefit of the Partnership, if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in\nthe Partnership;"} +{"idx": 47, "level": 3, "span": "(b) the distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for\nan interest in the Partnership, if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;"} +{"idx": 47, "level": 3, "span": "(c) the liquidation of the Partnership within the meaning of Regulations Section 1.704- 1(b)(2)(ii)(g);"} +{"idx": 47, "level": 3, "span": "(d) the grant of an interest in the Partnership (other than a de\nminimis interest) as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner acting in a partner capacity, or by a new Partner acting in a partner capacity or in anticipation of becoming a Partner\nof the Partnership, if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership; and"} +{"idx": 47, "level": 3, "span": "(e) at such other times as the General Partner shall reasonably deem necessary or advisable if permitted by, or required to comply with,\nRegulations Sections 1.704-1(b) and 1.704-2."} +{"idx": 47, "level": 4, "span": "(iii) The\nCarrying Value of a Partnership asset distributed to a Partner shall be the gross fair market value of such asset on the date of distribution, as agreed by the distributee and the General Partner."} +{"idx": 47, "level": 4, "span": "(iv) The Carrying Values of Partnership assets shall be adjusted to reflect any adjustments to the adjusted basis of such assets pursuant to\nCode Section 734(b) or 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that\nCarrying Values shall not be adjusted pursuant to this clause (iv) to the extent that the General Partner reasonably determines that an adjustment pursuant to clause (ii) above is necessary or appropriate in connection with a transaction\nthat would otherwise result in an adjustment pursuant to this clause (iv)."} +{"idx": 47, "level": 4, "span": "(v) If the Carrying Values of a Partnership asset has\nbeen determined or adjusted pursuant to clause (i), (ii), or (iv) above, such Carrying Values shall thereafter be adjusted by Depreciation."} +{"idx": 47, "level": 4, "span": "(i)\nAny income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profit and Loss pursuant to this definition of “Profit” and “Loss” shall be added to such\ntaxable income or loss;"} +{"idx": 47, "level": 4, "span": "(ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section\n705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profit or Loss pursuant to this definition of “Profit” and\n“Loss” shall be subtracted from such taxable income or loss;"} +{"idx": 47, "level": 4, "span": "(iii) In the event the Carrying Value of any Partnership\nasset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of Carrying Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profit and\nLoss;"} +{"idx": 47, "level": 4, "span": "(iv) Gain or loss resulting from any disposition of Partnership Property with respect to which gain or loss is recognized for\nfederal income tax purposes shall be computed by reference to the Carrying Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Carrying Value;"} +{"idx": 47, "level": 4, "span": "(v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss,\nthere shall be taken into account Depreciation for such Partnership Year or other period;"} +{"idx": 47, "level": 4, "span": "(vi) To the extent an adjustment to the\nadjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or"} +{"idx": 47, "level": 4, "span": "(vii) Notwithstanding any other provision of this definition of “Profit” and\n“Loss”, any items that are specially allocated pursuant to Section 5.1(c), 5.1(d), or 5.1(e) hereof shall not be taken into account in computing Profits or Losses. The amounts of the items of Partnership income, gain, loss, or\ndeduction available to be specially allocated pursuant to Sections 5.1(c) and 5.1(d) hereof shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi) above."} +{"idx": 47, "level": 2, "span": "ARTICLE 2"} +{"idx": 47, "level": 2, "span": "PARTNERSHIP FORMATION AND IDENTIFICATION\n2.1 Formation.\nThe Partnership\nwas formed as a limited partnership pursuant to the Act, and all other pertinent laws of the State of Delaware, for the purposes and upon the terms and conditions set forth in this Agreement.\n2.2 Name, Office and Registered Agent.\nThe name of the Partnership is Rodin Global Property Trust Operating Partnership, LP. The specified office and place of business of the\nPartnership shall be 110 East 59th Street, New York, NY 10022. The General Partner may at any time change the location of such office, provided the General Partner gives notice to the\nPartners of any such change. The name and address of the Partnership’s registered agent is 2711 Centerville Rd, Suite 400, Wilmington, DE 19808. The sole duty of the registered agent as such is to forward to the Partnership any notice\nthat is served on it as registered agent.\n2.3 Term and Dissolution.\n(a) The term of the Partnership shall continue in full force and effect until dissolved upon the\nfirst to occur of any of the following events:\n(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution,\ndeath, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such\nGeneral Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the\nremaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;\n(ii) the passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership\n(provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or\nnotes are paid in full); or\n(iii) the election by the General Partner that the Partnership should be dissolved.\n(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General\nPartner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6\nhereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the\nPartnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.\n2.4 Filing of Certificate and\nPerfection of Limited Partnership.\nThe General Partner shall execute, acknowledge, record and file at the expense of the Partnership, any\nand all amendments to the Certificate(s) and all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply\nwith, the laws of each state or other jurisdiction in which the Partnership conducts business."} +{"idx": 47, "level": 3, "span": "(a) The term of the Partnership shall continue in full force and effect until dissolved upon the\nfirst to occur of any of the following events:"} +{"idx": 47, "level": 4, "span": "(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution,\ndeath, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such\nGeneral Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the\nremaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;"} +{"idx": 47, "level": 4, "span": "(ii) the passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership\n(provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or\nnotes are paid in full); or"} +{"idx": 47, "level": 4, "span": "(iii) the election by the General Partner that the Partnership should be dissolved."} +{"idx": 47, "level": 3, "span": "(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General\nPartner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6\nhereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the\nPartnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind."} +{"idx": 47, "level": 2, "span": "ARTICLE 3"} +{"idx": 47, "level": 2, "span": "BUSINESS OF THE PARTNERSHIP\nThe purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted\nby a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise\nceases to qualify as a REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 (except with regards to capital gains that the Partnership retains) or 4981 of the Code, or taxation as a corporation\nas a result of being classified as a “publicly traded partnership” pursuant to Section 7704 of the Code, (ii) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing or the\nownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and\nabsolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes and that such qualification and the avoidance of income and excise taxes on\nthe General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any\ntime to the full extent permitted under the Articles of Incorporation. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be\nclassified as a “publicly traded partnership” that is taxable as a corporation under Section 7704 of the Code."} +{"idx": 47, "level": 2, "span": "ARTICLE 4"} +{"idx": 47, "level": 2, "span": "CAPITAL CONTRIBUTIONS AND ACCOUNTS\n4.1 Capital Contributions.\nThe\nPartners have heretofore made Capital Contributions to the Partnership. In addition, the Special Limited Partner made a Capital Contribution to the Partnership in exchange for Special Limited Partnership Units. Each Partner owns\nPartnership Units in the amount set forth for such Partner on Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, as the same may be amended from time to\ntime by the General Partner to the extent necessary to reflect accurately sales, exchanges or other\nTransfers, redemptions, Capital Contributions, the issuance of additional Partnership Units, or similar events having an effect on a Partner’s ownership of Partnership Units.\n4.2 Additional Capital Contributions and Issuances of Additional Partnership Units.\nExcept as provided in this Section 4.2 or in Section 4.3 or applicable law, the Partners shall have no right or obligation to make\nany additional Capital Contributions or loans to the Partnership.\n(a) The General Partner is hereby authorized to cause the Partnership\nto issue additional Partnership Units for any Partnership purpose at any time or from time to time to the Partners (including the General Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by\nthe General Partner in its sole and absolute discretion, all without the approval of any Limited Partner. Any additional Partnership Units issued thereby may be issued in one or more Classes (including the Classes specified in this Agreement),\nor one or more series of any of such Classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, all as shall be determined by the General Partner in its sole and absolute discretion\nand without the approval of any Limited Partner, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such Class or series of Partnership\nUnits; (ii) the right of each such Class or series of Partnership Units to share in Partnership distributions; and (iii) the rights of each such Class or series of Partnership Units upon dissolution and liquidation of the\nPartnership. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such\nissuance is in the best interests of the General Partner and the Partnership. In the event that the Partnership issues additional Partnership Units pursuant to this Section 4.2(a), the General Partner shall make such revisions to this Agreement\nas it deems necessary to reflect the issuance of such additional Partnership Units.\n(b) No additional Partnership Units shall be issued\nto the General Partner unless (i) the additional Partnership Units are issued to all Partners in proportion to their respective Percentage Interests with respect to the class of Partnership Units so issued; (ii) (a) the additional\nPartnership Units are (x) Partnership Units so issued in connection with an issuance of REIT Shares, or (y) Partnership Units issued in connection with an issuance of Preferred Shares, New Securities or other interests in the General\nPartner (other than REIT Shares), which Preferred Shares, New Securities or other interests have designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights,\nterms and provisions of the additional Partnership Units issued to the General Partner (without limiting the foregoing, for example, the Partnership shall issue Partnership Interests consisting of Class A Units to the General Partner in\nconnection with the issuance of Class A REIT Shares and shall issue Partnership Interests consisting of Class I Units to the General Partner in connection with the issuance of Class I REIT Shares and shall issue Partnership Interests\nconsisting of Class T Units to the General Partner in connection with the issuance of Class T REIT Shares), and (b) the General Partner contributes to the Partnership the cash proceeds or other consideration received in connection\nwith the issuance of such REIT Shares, Preferred Shares, New Securities or other interests in the General Partner, or (iii) the Additional Partnership Units are issued upon the conversion, redemption or exchange of debt, Partnership Units or\nother securities issued by the Partnership.\n(c) The General Partner shall not issue any additional REIT Shares, Preferred Shares, Junior\nShares or New Securities unless the General Partner contributes the cash proceeds or other consideration received from the issuance of such additional REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, and from the\nexercise of the rights contained in any such additional New Securities, to the Partnership in exchange for (x) in the case of an issuance of REIT Shares, Partnership Units (without limiting the foregoing, for example, the Partnership shall\nissue Partnership Interests consisting of Class A Units to the General Partner in connection with the issuance of Class A REIT Shares and shall issue Partnership Interests consisting of Class T Units to the General Partner in\nconnection with the issuance of Class T REIT Shares), or (y) in the case of an issuance of Preferred Shares, Junior Shares or New Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are\nsubstantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or New Securities; provided, however, that notwithstanding the foregoing, the General Partner may issue REIT\nShares, Preferred Shares, Junior Shares or New Securities (a) pursuant to Section 8.5(b) hereof, (b) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Preferred Shares, Junior Shares, or New Securities to\nall of the holders of REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred Shares, (d) upon a conversion of Junior Shares into REIT Shares,\n(e) upon a conversion, redemption, exchange or exercise of New Securities, or (f) in connection with an acquisition of a property or other asset to be owned, directly or indirectly, by the General Partner if the General Partner determines\nthat such acquisition is in the best interest of the Partnership. In the event of any issuance of additional REIT Shares, Preferred Shares, Junior Shares, or New Securities by the General Partner, and the contribution to the Partnership, by the\nGeneral Partner, of the cash proceeds or other consideration received from such issuance, if the cash proceeds actually received by the General Partner are less than the gross proceeds of such issuance as a result of any underwriter’s discount\nor other expenses paid or incurred in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount equal to the sum of the cash proceeds of such issuance plus the amount\nof such underwriter’s discount and other expenses paid by the General Partner (which discount and expense shall be treated as an expense for\nthe benefit of the Partnership), and any such expenses shall be allocable solely to the Class of Partnership Units issued to the General Partner at such time.\n(d) The Partnership issued Special Limited Partnership Units to an Affiliate of the Advisor in exchange for the cash contribution reflected on\nExhibit A hereto and for services performed or to be performed for the Partnership and its Subsidiaries, and admitted such Person as the Special Limited Partner. The Special Limited Partner shall be entitled to certain\ndistributions as provided in Section 5.2 and certain preferential allocations of items of income and gain under Section 5.1. The Special Limited Partnership Units will be subject to the transfer restrictions set forth in Article 9 and will\nbe subject to redemption pursuant to Section 8.6.\n4.3 Additional Funding.\nIf the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds\n(“Additional Funds”) for any Partnership purpose, the General Partner may (i) cause the Partnership to obtain such funds from outside borrowings or (ii) elect to have the General Partner or any of its Affiliates provide\nsuch Additional Funds to the Partnership through loans or otherwise, provided, however, that the Partnership may not borrow money from its Affiliates, unless a majority of the Directors of the General Partner (including a majority of Independent\nDirectors) not otherwise interested in such transaction approve the transaction as being fair, competitive, and commercially reasonable and no less favorable to the Partnership than loans between unaffiliated parties under the same circumstances.\n4.4 LTIP Units.\n(a) The\nGeneral Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the\nfollowing provisions of this Section and the special provisions of Sections 4.5, 5.1(e), and 8.6, LTIP Units shall be treated as Limited Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of\ncomputing the Partners’ Percentage Interests, LTIP Units shall be treated as Common Units.\n(b) The Partnership shall maintain at all\ntimes a one-to-one correspondence between LTIP Units and Limited Partnership Units for conversion, distribution and other purposes, including without limitation\ncomplying with the following procedures: If an Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Limited Partnership Units and LTIP Units. The following shall be “Adjustment Events:” (A) the Partnership makes a\ndistribution on all outstanding Limited Partnership Units, (B) the Partnership subdivides the outstanding Limited Partnership Units into a greater number of interests or combines the outstanding Limited Partnership Units into a smaller number\nof interests, or (C) the Partnership issues any Limited Partnership Units or General Partnership Units in exchange for its outstanding Limited Partnership Units by way or reclassification or recapitalization of its Limited Partnership\nUnits. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred\nsimultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Limited Partnership Units or General Partnership Units in a financing, reorganization, acquisition or other similar business\ntransaction, (y) the issuance of Limited Partnership Units or General Partnership Units to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Limited Partnership Units or General\nPartnership Units to the General Partner in respect of a capital contribution to the Partnership of proceeds from the sale of securities by the General Partner. If the Partnership takes an action affecting the Limited Partnership Units other\nthan actions specifically described above as Adjustment Events and in the opinion of the General Partner such action would require an adjustment to the LTIP Units to maintain the\none-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law, in such\nmanner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as herein provided the Partnership shall promptly file in the books and\nrecords of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest\nerror. Promptly after filing of such certificate, the Partnership shall mail a notice to each LTIP Holder setting forth the adjustment to its LTIP Units and the effective date of such adjustment.\n(c) The LTIP Units shall rank pari passu with the Limited Partnership Units as to (i) the payment of regular and special periodic or\nother distributions and, (ii) provided that the Capital Accounts of the LTIP Units have been equalized with those of the Limited Partnership Units pursuant to the special allocations contemplated by Section 5.1(e), distributions of assets upon\nliquidation, dissolution or winding up. As to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, any class or series of Partnership Units which by its terms specifies that it shall rank\njunior to, on parity with, or senior to the Limited Partnership Units shall also rank junior to, or pari passu with, or senior to, as the case may be, the LTIP Units.\n(d) LTIP Units shall be subject to the following special provisions:\n(i) LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on\ntransfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting\nAgreement, if applicable. LTIP Units that have vested under the terms of a Vesting Agreement are referred to as “Vested LTIP Units;” all other LTIP Units shall be treated as “Unvested LTIP Units.” Subject\nto the terms of any Vesting Agreement, a LTIP Holder shall be entitled to Transfer its LTIP Units to the same extent, and subject to the same restrictions as holders of Limited Partnership Units are entitled to Transfer their Limited Partnership\nUnits pursuant to Article 9.\n(ii) Unless otherwise specified in the Vesting Agreement, upon the occurrence of any event specified in a\nVesting Agreement as resulting in either the right of the Partnership or the General Partner to repurchase LTIP Units at a specified purchase price or some other forfeiture of any LTIP Units, then if the Partnership or the General Partner exercises\nsuch right to repurchase or forfeiture in accordance with the applicable Vesting Agreement, then the relevant LTIP Units shall immediately, and without further action, be treated as cancelled and no longer outstanding for any purpose. Unless\notherwise specified in the Vesting Agreement, no consideration or other payment shall be due with respect to any LTIP Units that have been forfeited, other than any distributions declared with respect to a Partnership Record Date prior to the\neffective date of the forfeiture. In connection with any repurchase or forfeiture of LTIP Units, the balance of the portion of the Capital Account of the holder that is attributable to all of its LTIP Units shall be reduced by the amount, if\nany, by which it exceeds the target balance contemplated by Section 5.1(e), calculated with respect to the holder’s remaining LTIP Units, if any.\n(iii) LTIP Units shall generally be treated as Limited Partnership Units for purposes of Article 5, but shall also be entitled to certain\nspecial allocations of gain under Section 5.1(e).\n(iv) The Redemption Right provided to Limited Partners under Section 8.5\nshall not apply with respect to LTIP Units unless and until they are converted to Limited Partnership Units as provided in Section 4.5.\n(v) Any certificate evidencing an LTIP Unit shall bear an appropriate legend indicating that additional terms, conditions and restrictions on\nTransfer, including without limitation any Vesting Agreement, apply to the LTIP Unit.\n(vi) Vested LTIP Units are eligible to be\nconverted into Limited Partnership Units under Section 4.5.\n4.5 Conversion of LTIP Units.\n(a) An LTIP Holder shall have the right (the “Conversion Right”), at its option, at any time to convert all or a portion of\nits Vested LTIP Units into Limited Partnership Units; provided, however, that an LTIP Holder may not exercise the Conversion Right for fewer than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holds fewer than one thousand (1,000)\nVested LTIP Units, all of the LTIP Holder’s Vested LTIP Units. LTIP Holders shall not have the right to convert Unvested LTIP Units into Limited Partnership Units until they become Vested LTIP Units; provided, however, that when a LTIP\nHolder is notified of the expected occurrence of an event that will cause its Unvested LTIP Units to become Vested LTIP Units, such Person may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, and\nsuch Conversion Notice, unless subsequently revoked by the LTIP Holder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited\nPartnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.5.\n(b) A holder of Vested LTIP Units may convert such interests into an equal number of fully paid and\nnon-assessable Limited Partnership Units, giving effect to all adjustments (if any) made pursuant to Section 4.4(b). Notwithstanding the foregoing, in no event may a holder of Vested LTIP Units convert an\namount of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such holder, to the extent attributable to its ownership of LTIP Units, divided by (y) the Partnership Unit Economic Balance, in each case as determined\nas of the effective date of conversion (the “Capital Account Limitation”).\n(c) In order to exercise its Conversion\nRight, a LTIP Holder shall deliver a notice (a “Conversion Notice”) to the Partnership (with a copy to the General Partner) not less than 10 nor more than 60 days prior to a date (the “Conversion Date”) specified in\nsuch Conversion Notice; provided, however, that if the General Partner has not given to the LTIP Holders notice of a proposed or upcoming Transaction (as defined below) at least thirty (30) days prior to the effective date of such Transaction,\nthen the LTIP Holders shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) day after such notice from the General Partner of a Transaction or\n(y) the third business day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 12.1. Each LTIP Holder covenants and agrees with the Partnership that all\nVested LTIP Units to be converted pursuant to this Section 4.5 shall be free and clear of all liens. Notwithstanding anything herein to the contrary, a LTIP Holder may deliver a Redemption Notice pursuant to Section 8.5 relating to\nthose Limited Partnership Units that will be issued to such holder upon conversion of such LTIP Units into Limited Partnership Units in advance of the Conversion Date; provided, however, that the redemption of such Limited Partnership Units by the\nPartnership shall in no event take place until after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put an LTIP Holder in a\nposition where, if he or she so wishes, the Limited Partnership Units into which its Vested LTIP Units will be converted can be redeemed by the Partnership simultaneously with such conversion,\nwith the further consequence that, if the General Partner elects to assume the Partnership’s redemption obligation with respect to such Limited Partnership Units under Section 8.5 by delivering to such holder REIT Shares rather than cash,\nthen such holder can have REIT Shares issued to it simultaneously with the conversion of its Vested LTIP Units into Limited Partnership Units. The General Partner shall cooperate with an LTIP Holder to coordinate the timing of the different\nevents described in the foregoing sentence.\n(d) The Partnership, at any time at the election of the General Partner, may cause any number\nof Vested LTIP Units held by an LTIP Holder to be converted (a “Forced Conversion”) into an equal number of Limited Partnership Units, giving effect to all adjustments (if any) made pursuant to Section 4.4(b); provided, that the\nPartnership may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the option of such LTIP Holder pursuant to paragraph (b) above. In order to exercise its right of Forced Conversion,\nthe Partnership shall deliver a notice (a “Forced Conversion Notice”) to the applicable holder not less than 10 nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion\nNotice shall be provided in the manner provided in Section 12.1.\n(e) A conversion of Vested LTIP Units for which a holder has given\na Conversion Notice or the Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such LTIP Holder, as of which time such LTIP Holder\nshall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of an equal number of Limited Partnership Units issuable upon such conversion. After the conversion of LTIP Units as\naforesaid, the Partnership shall deliver to such LTIP Holder, upon its written request, a certificate of the General Partner certifying its Limited Partnership Units and remaining LTIP Units, if any, immediately after such conversion.\n(f) For purposes of making future allocations under Section 5.1(e) and applying the Capital Account Limitation, the portion of the Economic\nCapital Account balance of the applicable holder that is treated as attributable to its LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Limited Partnership Unit Economic\nBalance.\n(g) If the Partnership or the General Partner shall be a party to any transaction (including without limitation a merger,\nconsolidation, interest exchange, self tender offer for all or substantially all Limited Partnership Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any\ntransaction which constitutes an Adjustment Event), in each case as a result of which Limited Partnership Units shall be exchanged for or converted into the right, or the holders of such interests shall otherwise be entitled, to receive cash,\nsecurities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the General Partner shall, immediately prior to the Transaction, exercise its right to cause a Forced\nConversion with respect to the LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Partnership were\nsold at the Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of the Transaction (in which case the Conversion Date shall be the\neffective date of the Transaction).\nIn anticipation of such Forced Conversion and the consummation of the Transaction, the Partnership\nshall use commercially reasonable efforts to cause each LTIP Holder to be afforded the right to receive in connection with such Transaction in consideration for the Limited Partnership Units into which its LTIP Units will be converted into the same\nkind and amount of cash, securities, and other property (or any combination thereof) receivable upon the consummation of such transaction by a holder of the same number of Limited Partnership Units, assuming such holder of Limited Partnership Units\nis not a Person with which the Partnership consolidated or into with the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an\naffiliate of a Constituent Person. In the event that holders of Limited Partnership Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Transaction, prior to such Transaction the General\nPartner shall give prompt written notice to each LTIP Holder of such election and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be\nreceived upon conversion of the LTIP Units held by such holder into Limited Partnership Units in connection with such Transaction. If an LTIP Holder fails to make such an election, such LTIP Holder (and any of its transferees) shall receive\nupon conversion of the LTIP Units held by it (or by any of its transferees) the same kind and amount of consideration that a holder of Limited Partnership Units would receive if such holder of Limited Partnership Units failed to make such an\nelection.\nSubject to the rights of the Partnership and the General Partner under any Vesting Agreement, the Partnership shall use\ncommercially reasonable efforts to cause the terms of the Transaction to be consistent with the provisions of this Section 4.5 and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any\nLTIP Holders whose LTIP Units will not be converted into Limited Partnership Units in connection with the Transaction that will (i) contain provisions enabling the LTIP Holders with outstanding LTIP Units after such Transaction to convert their\nLTIP Units into securities as comparable as reasonably possible under the circumstances to Limited Partnership Units and (ii) preserve as far as reasonably possible under the\ncircumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement for the benefit of LTIP Holders.\n4.6 Capital Accounts.\n(a) The\nPartnership shall maintain for each Partner a separate Capital Account in accordance with the rules of Regulations Section 1.704-1(b)(2)(iv). Each Partner’s Capital Account shall be increased by\n(i) the amount of such Partner’s Capital Contributions and (ii) Profit allocated to such Partner and all items of Partnership income and gain allocated to such Partner pursuant to\nSections 5.1(c), 5.1(d) and 5.1(e) and\ndecreased by (x) the amount of cash or Agreed Value of all actual and deemed distributions of cash or property made to such Partner pursuant to this Agreement and (y) Loss allocated to such Partner and all items of Partnership deduction\nand loss allocated to such Partner pursuant to Section 5.1(c).\n(b) In the event any interest in the Partnership is Transferred in\naccordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.\n(c) The provisions of the Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital\nAccounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the\nLimited Partners) are computed in order to comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Person upon the dissolution\nof the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the\nPartnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(g) and (ii) make appropriate modifications in the event that unanticipated events\nmight otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b) or 1.704-2.\n4.7 No Interest on Contributions.\nNo Partner shall be entitled to interest on its Capital Contribution.\n4.8 Return of Capital Contributions.\nNo Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the\nPartnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as\nthe Partnership continues in existence.\n4.9 No Third Party Beneficiary.\nNo creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to\nmake Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the\nparties hereto and their respective successors and assigns. None of the rights or obligations of the Partners herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose\nby any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation of the Partnership or of any of the\nPartners. In addition, it is the intent of the parties hereto that no distribution to any Limited Partner shall be deemed a return of money or other Property in violation of the Act. However, if any court of competent jurisdiction holds\nthat, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to return such money or Property, such obligation shall be the obligation of such Limited Partner and not of the General Partner. Without limiting the\ngenerality of the foregoing, a deficit Capital Account of a Partner shall not be deemed to be a liability of such Partner nor an asset or Property of the Partnership.\n4.10 Redemption and Exchanges of REIT Shares.\n(a) Redemptions. If, at any time, any shares of capital stock of the General Partner are redeemed by the General Partner for cash, the\nPartnership shall, immediately prior to such redemption, redeem an equal number of equivalent Partnership Units (taking into account any relevant Conversion Factor for that Class of Partnership Units) held by the General Partner that have the\nsame Class designation as the redeemed REIT Shares upon the same terms and for the same price per Partnership Unit as such Capital Shares are redeemed.\n(b) Exchanges. If the General Partner exchanges any REIT Shares of any Class\n(“Exchanged REIT Shares”) for REIT Shares of a different Class (“Received REIT Shares”), then the General Partner shall, and shall cause the Partnership to, exchange a number of Partnership Units having the same\nClass designation as the Exchanged REIT Shares, as determined based on the application of the Conversion Factor for that Class of Partnership Units, for Partnership Units having the same Class designation as the Received REIT Shares\non the same terms that the General Partner exchanged the Exchanged REIT Shares. The exchange of Partnership Units shall occur automatically after the close of business on the applicable date of the exchange of REIT Shares, as of which time the\nholder of Class of Partnership Units having the same designation as the Exchanged REIT Shares shall be credited on the books and records of the Partnership with the issuance, as of the opening of business on the next day, of the applicable\nnumber of Partnership Units having the same designation as the Received REIT Shares."} +{"idx": 47, "level": 3, "span": "(a) The General Partner is hereby authorized to cause the Partnership\nto issue additional Partnership Units for any Partnership purpose at any time or from time to time to the Partners (including the General Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by\nthe General Partner in its sole and absolute discretion, all without the approval of any Limited Partner. Any additional Partnership Units issued thereby may be issued in one or more Classes (including the Classes specified in this Agreement),\nor one or more series of any of such Classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, all as shall be determined by the General Partner in its sole and absolute discretion\nand without the approval of any Limited Partner, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such Class or series of Partnership\nUnits; (ii) the right of each such Class or series of Partnership Units to share in Partnership distributions; and (iii) the rights of each such Class or series of Partnership Units upon dissolution and liquidation of the\nPartnership. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such\nissuance is in the best interests of the General Partner and the Partnership. In the event that the Partnership issues additional Partnership Units pursuant to this Section 4.2(a), the General Partner shall make such revisions to this Agreement\nas it deems necessary to reflect the issuance of such additional Partnership Units."} +{"idx": 47, "level": 3, "span": "(b) No additional Partnership Units shall be issued\nto the General Partner unless (i) the additional Partnership Units are issued to all Partners in proportion to their respective Percentage Interests with respect to the class of Partnership Units so issued; (ii) (a) the additional\nPartnership Units are (x) Partnership Units so issued in connection with an issuance of REIT Shares, or (y) Partnership Units issued in connection with an issuance of Preferred Shares, New Securities or other interests in the General\nPartner (other than REIT Shares), which Preferred Shares, New Securities or other interests have designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights,\nterms and provisions of the additional Partnership Units issued to the General Partner (without limiting the foregoing, for example, the Partnership shall issue Partnership Interests consisting of Class A Units to the General Partner in\nconnection with the issuance of Class A REIT Shares and shall issue Partnership Interests consisting of Class I Units to the General Partner in connection with the issuance of Class I REIT Shares and shall issue Partnership Interests\nconsisting of Class T Units to the General Partner in connection with the issuance of Class T REIT Shares), and (b) the General Partner contributes to the Partnership the cash proceeds or other consideration received in connection\nwith the issuance of such REIT Shares, Preferred Shares, New Securities or other interests in the General Partner, or (iii) the Additional Partnership Units are issued upon the conversion, redemption or exchange of debt, Partnership Units or\nother securities issued by the Partnership."} +{"idx": 47, "level": 3, "span": "(c) The General Partner shall not issue any additional REIT Shares, Preferred Shares, Junior\nShares or New Securities unless the General Partner contributes the cash proceeds or other consideration received from the issuance of such additional REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, and from the\nexercise of the rights contained in any such additional New Securities, to the Partnership in exchange for (x) in the case of an issuance of REIT Shares, Partnership Units (without limiting the foregoing, for example, the Partnership shall\nissue Partnership Interests consisting of Class A Units to the General Partner in connection with the issuance of Class A REIT Shares and shall issue Partnership Interests consisting of Class T Units to the General Partner in\nconnection with the issuance of Class T REIT Shares), or (y) in the case of an issuance of Preferred Shares, Junior Shares or New Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are\nsubstantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or New Securities; provided, however, that notwithstanding the foregoing, the General Partner may issue REIT\nShares, Preferred Shares, Junior Shares or New Securities (a) pursuant to Section 8.5(b) hereof, (b) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Preferred Shares, Junior Shares, or New Securities to\nall of the holders of REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred Shares, (d) upon a conversion of Junior Shares into REIT Shares,\n(e) upon a conversion, redemption, exchange or exercise of New Securities, or (f) in connection with an acquisition of a property or other asset to be owned, directly or indirectly, by the General Partner if the General Partner determines\nthat such acquisition is in the best interest of the Partnership. In the event of any issuance of additional REIT Shares, Preferred Shares, Junior Shares, or New Securities by the General Partner, and the contribution to the Partnership, by the\nGeneral Partner, of the cash proceeds or other consideration received from such issuance, if the cash proceeds actually received by the General Partner are less than the gross proceeds of such issuance as a result of any underwriter’s discount\nor other expenses paid or incurred in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount equal to the sum of the cash proceeds of such issuance plus the amount\nof such underwriter’s discount and other expenses paid by the General Partner (which discount and expense shall be treated as an expense for"} +{"idx": 47, "level": 3, "span": "(d) The Partnership issued Special Limited Partnership Units to an Affiliate of the Advisor in exchange for the cash contribution reflected on\nExhibit A hereto and for services performed or to be performed for the Partnership and its Subsidiaries, and admitted such Person as the Special Limited Partner. The Special Limited Partner shall be entitled to certain\ndistributions as provided in Section 5.2 and certain preferential allocations of items of income and gain under Section 5.1. The Special Limited Partnership Units will be subject to the transfer restrictions set forth in Article 9 and will\nbe subject to redemption pursuant to Section 8.6."} +{"idx": 47, "level": 3, "span": "(a) The\nGeneral Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the\nfollowing provisions of this Section and the special provisions of Sections 4.5, 5.1(e), and 8.6, LTIP Units shall be treated as Limited Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of\ncomputing the Partners’ Percentage Interests, LTIP Units shall be treated as Common Units."} +{"idx": 47, "level": 3, "span": "(b) The Partnership shall maintain at all\ntimes a one-to-one correspondence between LTIP Units and Limited Partnership Units for conversion, distribution and other purposes, including without limitation\ncomplying with the following procedures: If an Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Limited Partnership Units and LTIP Units. The following shall be “Adjustment Events:” (A) the Partnership makes a\ndistribution on all outstanding Limited Partnership Units, (B) the Partnership subdivides the outstanding Limited Partnership Units into a greater number of interests or combines the outstanding Limited Partnership Units into a smaller number\nof interests, or (C) the Partnership issues any Limited Partnership Units or General Partnership Units in exchange for its outstanding Limited Partnership Units by way or reclassification or recapitalization of its Limited Partnership\nUnits. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred\nsimultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Limited Partnership Units or General Partnership Units in a financing, reorganization, acquisition or other similar business\ntransaction, (y) the issuance of Limited Partnership Units or General Partnership Units to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Limited Partnership Units or General\nPartnership Units to the General Partner in respect of a capital contribution to the Partnership of proceeds from the sale of securities by the General Partner. If the Partnership takes an action affecting the Limited Partnership Units other\nthan actions specifically described above as Adjustment Events and in the opinion of the General Partner such action would require an adjustment to the LTIP Units to maintain the\none-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law, in such\nmanner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as herein provided the Partnership shall promptly file in the books and\nrecords of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest\nerror. Promptly after filing of such certificate, the Partnership shall mail a notice to each LTIP Holder setting forth the adjustment to its LTIP Units and the effective date of such adjustment."} +{"idx": 47, "level": 3, "span": "(c) The LTIP Units shall rank pari passu with the Limited Partnership Units as to (i) the payment of regular and special periodic or\nother distributions and, (ii) provided that the Capital Accounts of the LTIP Units have been equalized with those of the Limited Partnership Units pursuant to the special allocations contemplated by Section 5.1(e), distributions of assets upon\nliquidation, dissolution or winding up. As to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, any class or series of Partnership Units which by its terms specifies that it shall rank\njunior to, on parity with, or senior to the Limited Partnership Units shall also rank junior to, or pari passu with, or senior to, as the case may be, the LTIP Units."} +{"idx": 47, "level": 3, "span": "(d) LTIP Units shall be subject to the following special provisions:"} +{"idx": 47, "level": 4, "span": "(i) LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on\ntransfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting\nAgreement, if applicable. LTIP Units that have vested under the terms of a Vesting Agreement are referred to as “Vested LTIP Units;” all other LTIP Units shall be treated as “Unvested LTIP Units.” Subject\nto the terms of any Vesting Agreement, a LTIP Holder shall be entitled to Transfer its LTIP Units to the same extent, and subject to the same restrictions as holders of Limited Partnership Units are entitled to Transfer their Limited Partnership\nUnits pursuant to Article 9."} +{"idx": 47, "level": 4, "span": "(ii) Unless otherwise specified in the Vesting Agreement, upon the occurrence of any event specified in a\nVesting Agreement as resulting in either the right of the Partnership or the General Partner to repurchase LTIP Units at a specified purchase price or some other forfeiture of any LTIP Units, then if the Partnership or the General Partner exercises\nsuch right to repurchase or forfeiture in accordance with the applicable Vesting Agreement, then the relevant LTIP Units shall immediately, and without further action, be treated as cancelled and no longer outstanding for any purpose. Unless\notherwise specified in the Vesting Agreement, no consideration or other payment shall be due with respect to any LTIP Units that have been forfeited, other than any distributions declared with respect to a Partnership Record Date prior to the\neffective date of the forfeiture. In connection with any repurchase or forfeiture of LTIP Units, the balance of the portion of the Capital Account of the holder that is attributable to all of its LTIP Units shall be reduced by the amount, if\nany, by which it exceeds the target balance contemplated by Section 5.1(e), calculated with respect to the holder’s remaining LTIP Units, if any."} +{"idx": 47, "level": 4, "span": "(iii) LTIP Units shall generally be treated as Limited Partnership Units for purposes of Article 5, but shall also be entitled to certain\nspecial allocations of gain under Section 5.1(e)."} +{"idx": 47, "level": 4, "span": "(iv) The Redemption Right provided to Limited Partners under Section 8.5\nshall not apply with respect to LTIP Units unless and until they are converted to Limited Partnership Units as provided in Section 4.5."} +{"idx": 47, "level": 4, "span": "(v) Any certificate evidencing an LTIP Unit shall bear an appropriate legend indicating that additional terms, conditions and restrictions on\nTransfer, including without limitation any Vesting Agreement, apply to the LTIP Unit."} +{"idx": 47, "level": 4, "span": "(vi) Vested LTIP Units are eligible to be\nconverted into Limited Partnership Units under Section 4.5."} +{"idx": 47, "level": 3, "span": "(a) An LTIP Holder shall have the right (the “Conversion Right”), at its option, at any time to convert all or a portion of\nits Vested LTIP Units into Limited Partnership Units; provided, however, that an LTIP Holder may not exercise the Conversion Right for fewer than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holds fewer than one thousand (1,000)\nVested LTIP Units, all of the LTIP Holder’s Vested LTIP Units. LTIP Holders shall not have the right to convert Unvested LTIP Units into Limited Partnership Units until they become Vested LTIP Units; provided, however, that when a LTIP\nHolder is notified of the expected occurrence of an event that will cause its Unvested LTIP Units to become Vested LTIP Units, such Person may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, and\nsuch Conversion Notice, unless subsequently revoked by the LTIP Holder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited\nPartnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.5."} +{"idx": 47, "level": 3, "span": "(b) A holder of Vested LTIP Units may convert such interests into an equal number of fully paid and\nnon-assessable Limited Partnership Units, giving effect to all adjustments (if any) made pursuant to Section 4.4(b). Notwithstanding the foregoing, in no event may a holder of Vested LTIP Units convert an\namount of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such holder, to the extent attributable to its ownership of LTIP Units, divided by (y) the Partnership Unit Economic Balance, in each case as determined\nas of the effective date of conversion (the “Capital Account Limitation”)."} +{"idx": 47, "level": 3, "span": "(c) In order to exercise its Conversion\nRight, a LTIP Holder shall deliver a notice (a “Conversion Notice”) to the Partnership (with a copy to the General Partner) not less than 10 nor more than 60 days prior to a date (the “Conversion Date”) specified in\nsuch Conversion Notice; provided, however, that if the General Partner has not given to the LTIP Holders notice of a proposed or upcoming Transaction (as defined below) at least thirty (30) days prior to the effective date of such Transaction,\nthen the LTIP Holders shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) day after such notice from the General Partner of a Transaction or\n(y) the third business day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 12.1. Each LTIP Holder covenants and agrees with the Partnership that all\nVested LTIP Units to be converted pursuant to this Section 4.5 shall be free and clear of all liens. Notwithstanding anything herein to the contrary, a LTIP Holder may deliver a Redemption Notice pursuant to Section 8.5 relating to\nthose Limited Partnership Units that will be issued to such holder upon conversion of such LTIP Units into Limited Partnership Units in advance of the Conversion Date; provided, however, that the redemption of such Limited Partnership Units by the\nPartnership shall in no event take place until after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put an LTIP Holder in a"} +{"idx": 47, "level": 3, "span": "(d) The Partnership, at any time at the election of the General Partner, may cause any number\nof Vested LTIP Units held by an LTIP Holder to be converted (a “Forced Conversion”) into an equal number of Limited Partnership Units, giving effect to all adjustments (if any) made pursuant to Section 4.4(b); provided, that the\nPartnership may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the option of such LTIP Holder pursuant to paragraph (b) above. In order to exercise its right of Forced Conversion,\nthe Partnership shall deliver a notice (a “Forced Conversion Notice”) to the applicable holder not less than 10 nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion\nNotice shall be provided in the manner provided in Section 12.1."} +{"idx": 47, "level": 3, "span": "(e) A conversion of Vested LTIP Units for which a holder has given\na Conversion Notice or the Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such LTIP Holder, as of which time such LTIP Holder\nshall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of an equal number of Limited Partnership Units issuable upon such conversion. After the conversion of LTIP Units as\naforesaid, the Partnership shall deliver to such LTIP Holder, upon its written request, a certificate of the General Partner certifying its Limited Partnership Units and remaining LTIP Units, if any, immediately after such conversion."} +{"idx": 47, "level": 3, "span": "(f) For purposes of making future allocations under Section 5.1(e) and applying the Capital Account Limitation, the portion of the Economic\nCapital Account balance of the applicable holder that is treated as attributable to its LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Limited Partnership Unit Economic\nBalance."} +{"idx": 47, "level": 3, "span": "(g) If the Partnership or the General Partner shall be a party to any transaction (including without limitation a merger,\nconsolidation, interest exchange, self tender offer for all or substantially all Limited Partnership Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any\ntransaction which constitutes an Adjustment Event), in each case as a result of which Limited Partnership Units shall be exchanged for or converted into the right, or the holders of such interests shall otherwise be entitled, to receive cash,\nsecurities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the General Partner shall, immediately prior to the Transaction, exercise its right to cause a Forced\nConversion with respect to the LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Partnership were\nsold at the Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of the Transaction (in which case the Conversion Date shall be the\neffective date of the Transaction)."} +{"idx": 47, "level": 3, "span": "(a) The\nPartnership shall maintain for each Partner a separate Capital Account in accordance with the rules of Regulations Section 1.704-1(b)(2)(iv). Each Partner’s Capital Account shall be increased by\n(i) the amount of such Partner’s Capital Contributions and (ii) Profit allocated to such Partner and all items of Partnership income and gain allocated to such Partner pursuant to"} +{"idx": 47, "level": 3, "span": "(b) In the event any interest in the Partnership is Transferred in\naccordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest."} +{"idx": 47, "level": 3, "span": "(c) The provisions of the Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations\nIn the event the General Partner shall determine that it is prudent to modify the manner in which the Capital\nAccounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the\nLimited Partners) are computed in order to comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Person upon the dissolution\nof the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the\nPartnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(g) and (ii) make appropriate modifications in the event that unanticipated events\nmight otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b) or 1.704-2."} +{"idx": 47, "level": 3, "span": "(a) Redemptions\nIf, at any time, any shares of capital stock of the General Partner are redeemed by the General Partner for cash, the\nPartnership shall, immediately prior to such redemption, redeem an equal number of equivalent Partnership Units (taking into account any relevant Conversion Factor for that Class of Partnership Units) held by the General Partner that have the\nsame Class designation as the redeemed REIT Shares upon the same terms and for the same price per Partnership Unit as such Capital Shares are redeemed."} +{"idx": 47, "level": 3, "span": "(b) Exchanges\nIf the General Partner exchanges any REIT Shares of any Class\n(“Exchanged REIT Shares”) for REIT Shares of a different Class (“Received REIT Shares”), then the General Partner shall, and shall cause the Partnership to, exchange a number of Partnership Units having the same\nClass designation as the Exchanged REIT Shares, as determined based on the application of the Conversion Factor for that Class of Partnership Units, for Partnership Units having the same Class designation as the Received REIT Shares\non the same terms that the General Partner exchanged the Exchanged REIT Shares. The exchange of Partnership Units shall occur automatically after the close of business on the applicable date of the exchange of REIT Shares, as of which time the\nholder of Class of Partnership Units having the same designation as the Exchanged REIT Shares shall be credited on the books and records of the Partnership with the issuance, as of the opening of business on the next day, of the applicable\nnumber of Partnership Units having the same designation as the Received REIT Shares."} +{"idx": 47, "level": 2, "span": "ARTICLE 5"} +{"idx": 47, "level": 2, "span": "PROFITS AND LOSSES; DISTRIBUTIONS\n5.1 Allocation of Profit and Loss.\nProfit and Loss of the Partnership shall be determined and allocated with respect to each Partnership Year as of the end of each such year,\nprovided that the General Partner may in its discretion allocate Profit and Loss for a shorter period as of the end of such period (and, for purposes of this Article 5, references to the term “Partnership Year” may include such\nshorter periods).\n(a) Profit.\nAfter giving effect to the special allocations in Sections 5.1(c), 5.1(d) and 5.1(e), Profit of the Partnership for each Partnership Year or\nother applicable period of the Partnership shall be allocated to the Partners in the following order and priority:\n(i) Profit shall be\nallocated to the General Partner, including, as applicable, with respect to Limited Partner Interests held by the General Partner, until the cumulative Profit allocated to the General Partner pursuant to this Section 5.1(a)(i) equals the cumulative\nLoss allocated to the General Partner pursuant to Section 5.1(b)(ii).\n(ii) Profit shall be allocated to the Partners (other than the\nSpecial Limited Partner) in accordance with their Percentage Interests.\n(b) Loss.\nAfter giving effect to the special allocations in Sections 5.1(c), 5.1(d), 5.1(e) and 5.1(h), Loss of the Partnership for each Partnership\nYear or other applicable period of the Partnership shall be allocated to the Partners in the following order and priority:\n(i) Loss\nshall be allocated to the Partners (other than the Special Limited Partner) in accordance with their Percentage Interests, provided that Loss shall not be allocated to a Partner pursuant to this Section 5.1(b)(i) to the extent that such allocation\nwould cause or increase an Adjusted Capital Account Deficit at the end of any fiscal year.\n(ii) Loss shall be allocated to the General\nPartner.\n(c) Special Allocations. The following regulatory allocations shall be made in the following order and priority:\n(i) Minimum Gain Chargeback. Notwithstanding the provisions of Section 5.1 of the Agreement, if there is a net decrease in\nPartnership Minimum Gain during any Partnership Year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net\ndecrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be\nallocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(f)(6). This Section 5.1(c)(i) is intended to comply\nwith the minimum gain chargeback requirements in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.\n(ii) Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 5.1 of this Agreement, if there is a net\ndecrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership Year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with\nRegulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the\nnet decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5). Allocations pursuant to the previous sentence shall be\nmade in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section\n1.704-2(i)(4). This Section 5.1(c)(ii) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i) and shall be\ninterpreted consistently therewith.\n(iii) Qualified Income Offset. In the event any Partner unexpectedly receives any\nadjustments, allocations or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or\n1.704-I(b)(2)(ii)(d)(6) and such Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross\nincome and gain for the Partnership Year) shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit created by such adjustments,\nallocations or distributions as quickly as possible. This Section 5.1(c)(iii) is intended to constitute a “qualified income offset” under Regulations Section 1.704-1(b)(2)(ii)(d) and shall be\ninterpreted consistently therewith.\n(iv) No Excess Deficit. To the extent that any Partner has or would have, as a result of an\nallocation of Net Loss (or item thereof), an Adjusted Capital Account Deficit, such amount of Net Loss (or item thereof) shall be allocated to the other Partners in accordance with Section 5.1(b), but in a manner which will not produce an Adjusted\nCapital Account Deficit as to such Partners. To the extent such allocation would result in all Partners having Adjusted Capital Account Deficits, such Net Loss (or item thereof) shall be allocated to the General Partner.\n(v) Nonrecourse Deductions. Nonrecourse Deductions for any Partnership Year shall be allocated to the Partners (other than the Special\nLimited Partner) in accordance with their respective Percentage Interests. If the General Partner determines in its good faith discretion that the Partnership’s Nonrecourse Deductions must be allocated in a different ratio to satisfy the\nsafe harbor requirements of the Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized, upon notice to the Limited Partners, to revise the prescribed ratio for such Partnership Year to the numerically closest\nratio which would satisfy such requirements.\n(vi) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any\nPartnership Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Sections 1.704-2(b)(4) and 1.704-2(i).\n(vii) Code Section 754\nAdjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Regulations Section\n1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis\nof the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to\nsuch section of the Regulations.\n(d) Priority Allocations to the Special Limited Partner. Notwithstanding the provisions of Sections\n5.1(a) and 5.1(b) above, the Special Limited Partner shall be allocated on a priority basis items of income or gain, including, without limitation, items of gain from a Sale (including but not limited to net capital gain realized in connection with\nthe adjustment to the Carrying Value of Partnership assets under Section 704(b) of the Code) on a cumulative basis pursuant to this Section 5.1(d) in an amount equal to the amount of distributions made (or in connection with a Sale or winding up or\nliquidation of the Partnership, to be made) to such Partner.\n(e) Special Allocations Regarding LTIP Units. Subject to the terms of\nany Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any Liquidating Capital Gains shall first be allocated to the LTIP Holders until the Economic Capital Account Balances\nof such holders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Unit Economic Balance, multiplied by (ii) the number of LTIP Units; provided that no such Liquidating Capital Gains will be\nallocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose,\n“Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in\nconnection with an adjustment to the Carrying Value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Holders will be equal to their Capital Account balances, plus\nthe amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Unit Economic Balance”\nshall mean (i) the Capital Account Balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the\nGeneral Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e), divided by (ii) the number of\nGeneral Partner’s Partnership Units. Any such allocations shall be made among the LTIP Holders in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this\nSection 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis),\nbut only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.\n(f) Recapture Income. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to\nthe extent possible after taking into account other required allocations of gain pursuant to Section 5.1(c), be characterized as\nRecapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture\nIncome.\n(g) Allocations Between Transferor and Transferee. If a Partner transfers any part or all of its Partnership Unit or if\nPercentage Interests vary during a Partnership Year, the General Partner, in its sole and absolute discretion, shall determine which method authorized under the Code and the Regulations shall be used to allocate the distributive shares.\n(h) Special Allocations of Class-Specific Items. To the extent that any items of income, gain, loss or deduction of the General Partner\nare allocable to a specific Class or Classes of REIT Shares as provided in the Prospectus, including, without limitation, the Distribution Fees, such items, or an amount equal thereto, shall be specially allocated to the Class or Classes\nof Partnership Units corresponding to such Class or Classes of REIT Shares.\n(i) Allocations for Tax Purposes. All allocations\nfor federal income tax purposes shall be consistent with all allocations in this Section 5.1, except as otherwise required by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4). The\nGeneral Partner shall have the authority to elect the method to be used by the Partnership for allocating items of income, gain, and expense as required by Section 704(c) of the Code including a method that may result in a Partner receiving a\ndisproportionately larger share of the Partnership tax depreciation deductions, and such election shall be binding on all Partners.\n(j)\nRevisions to Allocations to Reflect Issuance of Additional Partnership Units. In the event that the Partnership issues additional Partnership Units to the General Partner or any Additional Limited Partner pursuant to Article 4 hereof, the\nGeneral Partner shall make such revisions to this Section 5.1 as it deems necessary to reflect the terms of the issuance of such additional Partnership Units, including making preferential allocations to classes of Partnership Units that are\nentitled thereto. Such revisions shall not require the consent or approval of any other Partner.\n5.2 Distribution of Cash.\n(a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount\ndetermined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b).\n(b) Except for distributions pursuant to Section 5.6 in connection with the dissolution and liquidation of the Partnership and subject to\nthe provisions of Sections 5.2(c), 5.2(d), 5.3 and 5.5, all distributions of cash shall be made (i) first, 100% to the Partners (other than Special Limited Partner) in accordance with their respective Percentage Interests on the Partnership\nRecord Date until the Partners (other than the Special Limited Partner) have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) to\nthe Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.00% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were\nmade and (ii) second, (A) 85% to the Partners (other than the Special Limited Partner), in accordance with their respective Percentage Interests on the Partnership Record Date and (B) 15% to the Special Limited Partner. In applying this\nSection 5.2(b), and notwithstanding anything to the contrary above, the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the\nClass T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such\nperiods).\n(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it\ndetermines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445,\n1446, 1471, 1472 and 3406 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by\nreason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash\nin the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in\nthe amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing\nauthority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited\nPartner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its\nsole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General\nPartner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without\nlimitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such\ndistributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner.\nAny amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of\n(i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to\naccrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.\n(d) In the event that the Partnership issues additional Partnership Units to the General Partner or any Additional Limited Partner pursuant to\nArticle 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance of such additional Partnership Units.\n5.3 REIT Distribution Requirements.\nThe General Partner shall use its commercially reasonable efforts to cause the Partnership to distribute amounts sufficient to enable the\nGeneral Partner to make stockholder distributions that will allow the General Partner to (i) meet its distribution requirement for qualification as a REIT as set forth in Section 857 of the Code and (ii) avoid any federal income or\nexcise tax liability imposed by the Code.\n5.4 No Right to Distributions in Kind.\nNo Partner shall be entitled to demand Property other than cash in connection with any distributions by the Partnership.\n5.5 Limitations on Return of Capital Contributions.\nNotwithstanding any of the provisions of this Article 5, no Partner shall have the right to receive, and the General Partner shall not have the\nright to make, a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to\na Partner for the return of its Capital Contribution, does not exceed the fair market value of the Partnership’s assets.\n5.6\nDistributions Upon Liquidation.\nUpon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of\nthe Partnership, including any Partner loans, any remaining assets of the Partnership shall be distributed to all Partners in accordance with their Capital Accounts. To the extent deemed advisable by the General Partner, appropriate\narrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.\n5.7 Substantial Economic Effect.\nIt is the intent of the Partners that the allocations of Profit and Loss under this Agreement have substantial economic effect (or be\nconsistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant\nthereto. Article 5 and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent."} +{"idx": 47, "level": 3, "span": "(a) Profit."} +{"idx": 47, "level": 4, "span": "(i) Profit shall be\nallocated to the General Partner, including, as applicable, with respect to Limited Partner Interests held by the General Partner, until the cumulative Profit allocated to the General Partner pursuant to this Section 5.1(a)(i) equals the cumulative\nLoss allocated to the General Partner pursuant to Section 5.1(b)(ii)."} +{"idx": 47, "level": 4, "span": "(ii) Profit shall be allocated to the Partners (other than the\nSpecial Limited Partner) in accordance with their Percentage Interests."} +{"idx": 47, "level": 3, "span": "(b) Loss."} +{"idx": 47, "level": 4, "span": "(i) Loss\nshall be allocated to the Partners (other than the Special Limited Partner) in accordance with their Percentage Interests, provided that Loss shall not be allocated to a Partner pursuant to this Section 5.1(b)(i) to the extent that such allocation\nwould cause or increase an Adjusted Capital Account Deficit at the end of any fiscal year."} +{"idx": 47, "level": 4, "span": "(ii) Loss shall be allocated to the General\nPartner."} +{"idx": 47, "level": 3, "span": "(c) Special Allocations\nThe following regulatory allocations shall be made in the following order and priority:"} +{"idx": 47, "level": 4, "span": "(i) Minimum Gain Chargeback\nNotwithstanding the provisions of Section 5.1 of the Agreement, if there is a net decrease in\nPartnership Minimum Gain during any Partnership Year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net\ndecrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be\nallocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(f)(6). This Section 5.1(c)(i) is intended to comply\nwith the minimum gain chargeback requirements in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith."} +{"idx": 47, "level": 4, "span": "(ii) Partner Minimum Gain Chargeback\nNotwithstanding any other provision of Section 5.1 of this Agreement, if there is a net\ndecrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership Year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with\nRegulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the\nnet decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5). Allocations pursuant to the previous sentence shall be\nmade in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section\n1.704-2(i)(4). This Section 5.1(c)(ii) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i) and shall be\ninterpreted consistently therewith."} +{"idx": 47, "level": 4, "span": "(iii) Qualified Income Offset\nIn the event any Partner unexpectedly receives any\nadjustments, allocations or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or\n1.704-I(b)(2)(ii)(d)(6) and such Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross\nincome and gain for the Partnership Year) shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit created by such adjustments,\nallocations or distributions as quickly as possible. This Section 5.1(c)(iii) is intended to constitute a “qualified income offset” under Regulations Section 1.704-1(b)(2)(ii)(d) and shall be\ninterpreted consistently therewith."} +{"idx": 47, "level": 4, "span": "(iv) No Excess Deficit\nTo the extent that any Partner has or would have, as a result of an\nallocation of Net Loss (or item thereof), an Adjusted Capital Account Deficit, such amount of Net Loss (or item thereof) shall be allocated to the other Partners in accordance with Section 5.1(b), but in a manner which will not produce an Adjusted\nCapital Account Deficit as to such Partners. To the extent such allocation would result in all Partners having Adjusted Capital Account Deficits, such Net Loss (or item thereof) shall be allocated to the General Partner."} +{"idx": 47, "level": 4, "span": "(v) Nonrecourse Deductions\nNonrecourse Deductions for any Partnership Year shall be allocated to the Partners (other than the Special\nLimited Partner) in accordance with their respective Percentage Interests. If the General Partner determines in its good faith discretion that the Partnership’s Nonrecourse Deductions must be allocated in a different ratio to satisfy the\nsafe harbor requirements of the Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized, upon notice to the Limited Partners, to revise the prescribed ratio for such Partnership Year to the numerically closest\nratio which would satisfy such requirements."} +{"idx": 47, "level": 4, "span": "(vi) Partner Nonrecourse Deductions\nAny Partner Nonrecourse Deductions for any\nPartnership Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Sections 1.704-2(b)(4) and 1.704-2(i)."} +{"idx": 47, "level": 4, "span": "(vii) Code Section 754\nAdjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Regulations Section\n1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis\nof the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to\nsuch section of the Regulations."} +{"idx": 47, "level": 3, "span": "(d) Priority Allocations to the Special Limited Partner\nNotwithstanding the provisions of Sections\n5.1(a) and 5.1(b) above, the Special Limited Partner shall be allocated on a priority basis items of income or gain, including, without limitation, items of gain from a Sale (including but not limited to net capital gain realized in connection with\nthe adjustment to the Carrying Value of Partnership assets under Section 704(b) of the Code) on a cumulative basis pursuant to this Section 5.1(d) in an amount equal to the amount of distributions made (or in connection with a Sale or winding up or\nliquidation of the Partnership, to be made) to such Partner."} +{"idx": 47, "level": 3, "span": "(e) Special Allocations Regarding LTIP Units\nSubject to the terms of\nany Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any Liquidating Capital Gains shall first be allocated to the LTIP Holders until the Economic Capital Account Balances\nof such holders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Unit Economic Balance, multiplied by (ii) the number of LTIP Units; provided that no such Liquidating Capital Gains will be\nallocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose,\n“Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in\nconnection with an adjustment to the Carrying Value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Holders will be equal to their Capital Account balances, plus\nthe amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Unit Economic Balance”\nshall mean (i) the Capital Account Balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the\nGeneral Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e), divided by (ii) the number of\nGeneral Partner’s Partnership Units. Any such allocations shall be made among the LTIP Holders in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this\nSection 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis),\nbut only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit."} +{"idx": 47, "level": 3, "span": "(f) Recapture Income\nAny gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to\nthe extent possible after taking into account other required allocations of gain pursuant to Section 5.1(c), be characterized as"} +{"idx": 47, "level": 3, "span": "(g) Allocations Between Transferor and Transferee\nIf a Partner transfers any part or all of its Partnership Unit or if\nPercentage Interests vary during a Partnership Year, the General Partner, in its sole and absolute discretion, shall determine which method authorized under the Code and the Regulations shall be used to allocate the distributive shares."} +{"idx": 47, "level": 3, "span": "(h) Special Allocations of Class-Specific Items\nTo the extent that any items of income, gain, loss or deduction of the General Partner\nare allocable to a specific Class or Classes of REIT Shares as provided in the Prospectus, including, without limitation, the Distribution Fees, such items, or an amount equal thereto, shall be specially allocated to the Class or Classes\nof Partnership Units corresponding to such Class or Classes of REIT Shares."} +{"idx": 47, "level": 4, "span": "(i) Allocations for Tax Purposes\nAll allocations\nfor federal income tax purposes shall be consistent with all allocations in this Section 5.1, except as otherwise required by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4). The\nGeneral Partner shall have the authority to elect the method to be used by the Partnership for allocating items of income, gain, and expense as required by Section 704(c) of the Code including a method that may result in a Partner receiving a\ndisproportionately larger share of the Partnership tax depreciation deductions, and such election shall be binding on all Partners."} +{"idx": 47, "level": 3, "span": "(j)\nRevisions to Allocations to Reflect Issuance of Additional Partnership Units. In the event that the Partnership issues additional Partnership Units to the General Partner or any Additional Limited Partner pursuant to Article 4 hereof, the\nGeneral Partner shall make such revisions to this Section 5.1 as it deems necessary to reflect the terms of the issuance of such additional Partnership Units, including making preferential allocations to classes of Partnership Units that are\nentitled thereto. Such revisions shall not require the consent or approval of any other Partner."} +{"idx": 47, "level": 3, "span": "(a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount\ndetermined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b)."} +{"idx": 47, "level": 3, "span": "(b) Except for distributions pursuant to Section 5.6 in connection with the dissolution and liquidation of the Partnership and subject to\nthe provisions of Sections 5.2(c), 5.2(d), 5.3 and 5.5, all distributions of cash shall be made (i) first, 100% to the Partners (other than Special Limited Partner) in accordance with their respective Percentage Interests on the Partnership\nRecord Date until the Partners (other than the Special Limited Partner) have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) to\nthe Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.00% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were\nmade and (ii) second, (A) 85% to the Partners (other than the Special Limited Partner), in accordance with their respective Percentage Interests on the Partnership Record Date and (B) 15% to the Special Limited Partner. In applying this\nSection 5.2(b), and notwithstanding anything to the contrary above, the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the\nClass T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such\nperiods)."} +{"idx": 47, "level": 3, "span": "(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it\ndetermines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445,\n1446, 1471, 1472 and 3406 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by\nreason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash\nin the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in\nthe amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing\nauthority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited\nPartner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its\nsole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General\nPartner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without\nlimitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such"} +{"idx": 47, "level": 3, "span": "(d) In the event that the Partnership issues additional Partnership Units to the General Partner or any Additional Limited Partner pursuant to\nArticle 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance of such additional Partnership Units."} +{"idx": 47, "level": 2, "span": "ARTICLE 6"} +{"idx": 47, "level": 2, "span": "RIGHTS,\nOBLIGATIONS AND"} +{"idx": 47, "level": 2, "span": "POWERS OF THE GENERAL PARTNER\n6.1 Management of the Partnership.\n(a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage\nand control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of\nthe General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:\n(i) to\nacquire, purchase, own, operate, lease and dispose of any Investments that the General Partner determines are necessary or appropriate or in the best interests of the business of the Partnership;\n(ii) to construct buildings and make other improvements on any owned or leased Properties that\nthe General Partner determines necessary or appropriate or in the best interests of the business of the Partnership;\n(iii) to authorize,\nissue, sell, redeem or otherwise purchase any Partnership Units or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any Class or series of Partnership\nUnits, or options, rights, warrants or appreciation rights relating to any Partnership Units) of the Partnership;\n(iv) to borrow or lend\nmoney for the Partnership, issue or receive evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such indebtedness, and secure such\nindebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;\n(v) to pay, either directly or by\nreimbursement, for all operating costs and general administrative expenses of the Partnership to third parties or to the General Partner or its Affiliates as set forth in this Agreement;\n(vi) to guarantee or become a co-maker of indebtedness of the General Partner or any Subsidiary\nthereof, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such guarantee or indebtedness, and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien\non the Partnership’s assets;\n(vii) to use assets of the Partnership (including, without limitation, cash on hand) for any purpose\nconsistent with this Agreement, including, without limitation, payment, either directly or by reimbursement, of all operating costs and general administrative expenses of the General Partner, the Partnership or any Subsidiary of either, to third\nparties or to the General Partner as set forth in this Agreement;\n(viii) to lease all or any portion of any of the Partnership’s\nassets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in\npart to others, for such consideration and on such terms as the General Partner may determine;\n(ix) to prosecute, defend, arbitrate, or\ncompromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the\nPartners, the Partnership, or the Partnership’s assets;\n(x) to file applications, communicate, and otherwise deal with any and all\ngovernmental agencies having jurisdiction over, or in any way affecting, the Partnership’s assets or any other aspect of the Partnership business;\n(xi) to make or revoke any election permitted or required of the Partnership by any taxing\nauthority;\n(xii) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the\nprotection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types, as it shall determine from time to time;\n(xiii) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the\nsame;\n(xiv) to establish one or more divisions of the Partnership, to hire and dismiss employees of the Partnership or any division of\nthe Partnership, and to retain legal counsel, accountants, consultants, real estate brokers, and such other persons, as the General Partner may deem necessary or appropriate in connection with the Partnership business and to pay therefor such\nremuneration as the General Partner may deem reasonable and proper;\n(xv) to retain other services of any kind or nature in connection\nwith the Partnership business, and to pay therefor such remuneration as the General Partner may deem reasonable and proper;\n(xvi) to\nnegotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner;\n(xvii) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the\nPartnership;\n(xviii) to distribute Partnership cash or other Partnership assets in accordance with this Agreement;\n(xix) to form or acquire an interest in, and contribute Property to, any further limited or general partnerships, joint ventures or other\nrelationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of Property to, its Subsidiaries and any other Person in which it has an equity interest from time to time);\n(xx) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities, or any other valid Partnership\npurpose;\n(xxi) to merge, consolidate or combine the Partnership with or into another Person;\n(xxii) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly\ntraded partnership” that is taxable as a corporation under Section 7704 of the Code; and\n(xxiii) to take such other action,\nexecute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts that the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the\nPartnership (including, without limitation, all actions consistent with allowing the General Partner at all times to qualify as a REIT unless the General Partner voluntarily terminates its REIT status) and to possess and enjoy all of the rights and\npowers of a general partner as provided by the Act.\n(b) Except as otherwise provided herein, to the extent the duties of the General\nPartner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and\nnothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the\nPartnership.\n6.2 Delegation of Authority.\nThe General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise\ndeal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.\n6.3 Indemnification and Exculpation of Indemnitees.\n(a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses\n(including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations\nof the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to\nthe matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, Property or services; or\n(iii) in the case of any criminal proceeding, the Indemnitee had\nreasonable cause to believe that the act or omission was unlawful. Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the Partnership.\n(b) The Partnership shall reimburse an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party to a proceeding in advance\nof the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership\nas authorized in this Section 6.3 has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.\n(c) The indemnification provided by this Section 6.3 shall be in addition to any other rights to which an Indemnitee or any other Person\nmay be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity.\n(d) The Partnership may purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the General Partner shall\ndetermine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person\nagainst such liability under the provisions of this Agreement.\n(e) For purposes of this Section 6.3, the Partnership shall be deemed\nto have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or\nbeneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.3; and actions taken or omitted by the Indemnitee\nwith respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the\nbest interests of the Partnership.\n(f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the\nindemnification provisions set forth in this Agreement.\n(g) An Indemnitee shall not be denied indemnification in whole or in part under\nthis Section 6.3 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.\n(h) The provisions of this Section 6.3 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and\nshall not be deemed to create any rights for the benefit of any other Persons.\n(i) Notwithstanding the foregoing, the Partnership may not\nindemnify or hold harmless an Indemnitee for any liability or loss unless all of the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the\nbest interests of the Partnership; (ii) the Indemnitee was acting on behalf of or performing services for the Partnership; (iii) the liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnitee\nis a director of the General Partner (other than an Independent Director), the Advisor or an Affiliate of the Advisor or (B) gross negligence or willful misconduct, in the case that the Indemnitee is an Independent Director; and (iv) the\nindemnification or agreement to hold harmless is recoverable only out of net assets of the Partnership. In addition, the Partnership shall not provide indemnification for any loss, liability or expense arising from or out of an alleged\nviolation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the\nIndemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee\nand finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Commission and of the published position of any state securities\nregulatory authority in which securities of the General Partner or the Partnership were offered or sold as to indemnification for violations of securities laws.\n6.4 Liability of the General Partner.\n(a) Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary damages to the\nPartnership or any Partners for losses sustained or liabilities incurred as a result of errors in judgment or of any act or omission if the General Partner acted in good faith. The General Partner shall not be in breach of any duty that the\nGeneral Partner may owe to the Limited Partners or the Partnership or any other Persons under this Agreement or of any duty stated or implied by law or equity provided the General Partner, acting in good faith, abides by the terms of this Agreement.\nThe Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, itself and its stockholders\ncollectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or the tax consequences of some, but not all, of the\nLimited Partners) in deciding whether to cause the Partnership to take (or decline to take) any actions. In the event of a conflict between the\ninterests of its stockholders on one hand and the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either its\nstockholders or the Limited Partners; provided, however, that for so long as the General Partner directly owns a controlling interest in the Partnership, any such conflict that the General Partner, in its sole and absolute discretion, determines\ncannot be resolved in a manner not adverse to either its stockholders or the Limited Partner shall be resolved in favor of the stockholders. The General Partner shall not be liable for monetary damages for losses sustained, liabilities\nincurred, or benefits not derived by Limited Partners in connection with such decisions, provided that the General Partner has acted in good faith.\n(b) Subject to its obligations and duties as General Partner set forth in Section 6.1 hereof, the General Partner may exercise any of the\npowers granted to it under this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such\nagent appointed by it in good faith.\n(c) Notwithstanding any other provisions of this Agreement or the Act, any action of the General\nPartner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect\nthe ability of the General Partner to continue to qualify as a REIT or (ii) to prevent the General Partner from incurring any taxes under Section 857, Section 4981, or any other provision of the Code, is expressly authorized under\nthis Agreement and is deemed approved by all of the Limited Partners.\n(d) Any amendment, modification or repeal of this Section 6.4\nor any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner’s liability to the Partnership and the Limited Partners under this Section 6.4 as in effect immediately prior to such\namendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when claims relating to such matters may arise or be asserted.\n6.5 Reimbursement of General Partner.\n(a) Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding\ndistributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.\n(b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and\nabsolute discretion, for all Administrative Expenses incurred by the General Partner. Reimbursement of Administrative Expenses shall be treated as an expense of the Partnership and not as distributions of allocable income.\n6.6 Outside Activities.\nSubject\nto Section 6.8 hereof, the Articles of Incorporation and any agreements entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, any officer, director, employee, agent, trustee, Affiliate or stockholder of the\nGeneral Partner, the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or\nidentical to those of the Partnership. None of the Partnership, Limited Partners or any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests\nor activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a\ncharacter which, if presented to the Partnership or any Limited Partner, could be taken by such Person.\n6.7 Employment or Retention of\nAffiliates.\n(a) Any Affiliate of the General Partner may be employed or retained by the Partnership and may otherwise deal with the\nPartnership (whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefor which the General Partner\ndetermines to be fair and reasonable.\n(b) The Partnership may lend or contribute to its Subsidiaries or other Persons in which it has an\nequity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of\nany Subsidiary or any other Person.\n(c) The Partnership may transfer assets to joint ventures, other partnerships, corporations or other\nbusiness entities in which it is or thereby becomes a participant upon such terms and subject to such conditions as the General Partner deems are consistent with this Agreement, applicable law and the REIT status of the General Partner.\n(d) Except as expressly permitted by this Agreement, neither the General Partner nor any of its\nAffiliates shall sell, transfer or convey any Property to, or purchase any Property from, the Partnership, directly or indirectly, except pursuant to transactions that are, in the General Partner’s sole discretion, on terms that are fair and\nreasonable to the Partnership.\n6.8 General Partner Participation.\nThe General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development\nor ownership of any Investment, shall be conducted through the Partnership, a Subsidiary, a Subsidiary Partnership or a taxable REIT subsidiary (within the meaning of Section 856(l) of the Code); provided, however, that the General Partner is\nallowed to hold cash and liquid investments to fund its expenses, including redemptions of shares of common stock of the General Partner.\n6.9 Title to Partnership Assets.\nTitle to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership\nas an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the\nGeneral Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name\nof the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General\nPartner shall use its best efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the Property of the Partnership in its books\nand records, irrespective of the name in which legal title to such Partnership assets is held.\n6.10 No Duplication of Fees or Expenses.\nThe Partnership may not incur or be responsible for any fee or expense (in connection with the Offering or otherwise) that would be\nduplicative of fees and expenses paid by the General Partner."} +{"idx": 47, "level": 3, "span": "(a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage\nand control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of\nthe General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:"} +{"idx": 47, "level": 4, "span": "(i) to\nacquire, purchase, own, operate, lease and dispose of any Investments that the General Partner determines are necessary or appropriate or in the best interests of the business of the Partnership;"} +{"idx": 47, "level": 4, "span": "(ii) to construct buildings and make other improvements on any owned or leased Properties that\nthe General Partner determines necessary or appropriate or in the best interests of the business of the Partnership;"} +{"idx": 47, "level": 4, "span": "(iii) to authorize,\nissue, sell, redeem or otherwise purchase any Partnership Units or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any Class or series of Partnership\nUnits, or options, rights, warrants or appreciation rights relating to any Partnership Units) of the Partnership;"} +{"idx": 47, "level": 4, "span": "(iv) to borrow or lend\nmoney for the Partnership, issue or receive evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such indebtedness, and secure such\nindebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;"} +{"idx": 47, "level": 4, "span": "(v) to pay, either directly or by\nreimbursement, for all operating costs and general administrative expenses of the Partnership to third parties or to the General Partner or its Affiliates as set forth in this Agreement;"} +{"idx": 47, "level": 4, "span": "(vi) to guarantee or become a co-maker of indebtedness of the General Partner or any Subsidiary\nthereof, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such guarantee or indebtedness, and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien\non the Partnership’s assets;"} +{"idx": 47, "level": 4, "span": "(vii) to use assets of the Partnership (including, without limitation, cash on hand) for any purpose\nconsistent with this Agreement, including, without limitation, payment, either directly or by reimbursement, of all operating costs and general administrative expenses of the General Partner, the Partnership or any Subsidiary of either, to third\nparties or to the General Partner as set forth in this Agreement;"} +{"idx": 47, "level": 4, "span": "(viii) to lease all or any portion of any of the Partnership’s\nassets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in\npart to others, for such consideration and on such terms as the General Partner may determine;"} +{"idx": 47, "level": 4, "span": "(ix) to prosecute, defend, arbitrate, or\ncompromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the\nPartners, the Partnership, or the Partnership’s assets;"} +{"idx": 47, "level": 4, "span": "(x) to file applications, communicate, and otherwise deal with any and all\ngovernmental agencies having jurisdiction over, or in any way affecting, the Partnership’s assets or any other aspect of the Partnership business;"} +{"idx": 47, "level": 4, "span": "(xi) to make or revoke any election permitted or required of the Partnership by any taxing\nauthority;"} +{"idx": 47, "level": 4, "span": "(xii) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the\nprotection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types, as it shall determine from time to time;"} +{"idx": 47, "level": 4, "span": "(xiii) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the\nsame;"} +{"idx": 47, "level": 4, "span": "(xiv) to establish one or more divisions of the Partnership, to hire and dismiss employees of the Partnership or any division of\nthe Partnership, and to retain legal counsel, accountants, consultants, real estate brokers, and such other persons, as the General Partner may deem necessary or appropriate in connection with the Partnership business and to pay therefor such\nremuneration as the General Partner may deem reasonable and proper;"} +{"idx": 47, "level": 4, "span": "(xv) to retain other services of any kind or nature in connection\nwith the Partnership business, and to pay therefor such remuneration as the General Partner may deem reasonable and proper;"} +{"idx": 47, "level": 4, "span": "(xvi) to\nnegotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner;"} +{"idx": 47, "level": 4, "span": "(xvii) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the\nPartnership;"} +{"idx": 47, "level": 4, "span": "(xviii) to distribute Partnership cash or other Partnership assets in accordance with this Agreement;"} +{"idx": 47, "level": 4, "span": "(xix) to form or acquire an interest in, and contribute Property to, any further limited or general partnerships, joint ventures or other\nrelationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of Property to, its Subsidiaries and any other Person in which it has an equity interest from time to time);"} +{"idx": 47, "level": 4, "span": "(xx) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities, or any other valid Partnership\npurpose;"} +{"idx": 47, "level": 4, "span": "(xxi) to merge, consolidate or combine the Partnership with or into another Person;"} +{"idx": 47, "level": 4, "span": "(xxii) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly\ntraded partnership” that is taxable as a corporation under Section 7704 of the Code; and"} +{"idx": 47, "level": 4, "span": "(xxiii) to take such other action,\nexecute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts that the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the\nPartnership (including, without limitation, all actions consistent with allowing the General Partner at all times to qualify as a REIT unless the General Partner voluntarily terminates its REIT status) and to possess and enjoy all of the rights and\npowers of a general partner as provided by the Act."} +{"idx": 47, "level": 3, "span": "(b) Except as otherwise provided herein, to the extent the duties of the General\nPartner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and\nnothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the\nPartnership."} +{"idx": 47, "level": 3, "span": "(a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses\n(including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations\nof the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to\nthe matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, Property or services; or\n(iii) in the case of any criminal proceeding, the Indemnitee had"} +{"idx": 47, "level": 3, "span": "(b) The Partnership shall reimburse an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party to a proceeding in advance\nof the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership\nas authorized in this Section 6.3 has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met."} +{"idx": 47, "level": 3, "span": "(c) The indemnification provided by this Section 6.3 shall be in addition to any other rights to which an Indemnitee or any other Person\nmay be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity."} +{"idx": 47, "level": 3, "span": "(d) The Partnership may purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the General Partner shall\ndetermine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person\nagainst such liability under the provisions of this Agreement."} +{"idx": 47, "level": 3, "span": "(e) For purposes of this Section 6.3, the Partnership shall be deemed\nto have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or\nbeneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.3; and actions taken or omitted by the Indemnitee\nwith respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the\nbest interests of the Partnership."} +{"idx": 47, "level": 3, "span": "(f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the\nindemnification provisions set forth in this Agreement."} +{"idx": 47, "level": 3, "span": "(g) An Indemnitee shall not be denied indemnification in whole or in part under\nthis Section 6.3 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement."} +{"idx": 47, "level": 3, "span": "(h) The provisions of this Section 6.3 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and\nshall not be deemed to create any rights for the benefit of any other Persons."} +{"idx": 47, "level": 4, "span": "(i) Notwithstanding the foregoing, the Partnership may not\nindemnify or hold harmless an Indemnitee for any liability or loss unless all of the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the\nbest interests of the Partnership; (ii) the Indemnitee was acting on behalf of or performing services for the Partnership; (iii) the liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnitee\nis a director of the General Partner (other than an Independent Director), the Advisor or an Affiliate of the Advisor or (B) gross negligence or willful misconduct, in the case that the Indemnitee is an Independent Director; and (iv) the\nindemnification or agreement to hold harmless is recoverable only out of net assets of the Partnership. In addition, the Partnership shall not provide indemnification for any loss, liability or expense arising from or out of an alleged\nviolation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the\nIndemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee\nand finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Commission and of the published position of any state securities\nregulatory authority in which securities of the General Partner or the Partnership were offered or sold as to indemnification for violations of securities laws."} +{"idx": 47, "level": 3, "span": "(a) Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary damages to the\nPartnership or any Partners for losses sustained or liabilities incurred as a result of errors in judgment or of any act or omission if the General Partner acted in good faith. The General Partner shall not be in breach of any duty that the\nGeneral Partner may owe to the Limited Partners or the Partnership or any other Persons under this Agreement or of any duty stated or implied by law or equity provided the General Partner, acting in good faith, abides by the terms of this Agreement."} +{"idx": 47, "level": 3, "span": "(b) Subject to its obligations and duties as General Partner set forth in Section 6.1 hereof, the General Partner may exercise any of the\npowers granted to it under this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such\nagent appointed by it in good faith."} +{"idx": 47, "level": 3, "span": "(c) Notwithstanding any other provisions of this Agreement or the Act, any action of the General\nPartner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect\nthe ability of the General Partner to continue to qualify as a REIT or (ii) to prevent the General Partner from incurring any taxes under Section 857, Section 4981, or any other provision of the Code, is expressly authorized under\nthis Agreement and is deemed approved by all of the Limited Partners."} +{"idx": 47, "level": 3, "span": "(d) Any amendment, modification or repeal of this Section 6.4\nor any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner’s liability to the Partnership and the Limited Partners under this Section 6.4 as in effect immediately prior to such\namendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when claims relating to such matters may arise or be asserted."} +{"idx": 47, "level": 3, "span": "(a) Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding\ndistributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership."} +{"idx": 47, "level": 3, "span": "(b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and\nabsolute discretion, for all Administrative Expenses incurred by the General Partner. Reimbursement of Administrative Expenses shall be treated as an expense of the Partnership and not as distributions of allocable income."} +{"idx": 47, "level": 3, "span": "(a) Any Affiliate of the General Partner may be employed or retained by the Partnership and may otherwise deal with the\nPartnership (whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefor which the General Partner\ndetermines to be fair and reasonable."} +{"idx": 47, "level": 3, "span": "(b) The Partnership may lend or contribute to its Subsidiaries or other Persons in which it has an\nequity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of\nany Subsidiary or any other Person."} +{"idx": 47, "level": 3, "span": "(c) The Partnership may transfer assets to joint ventures, other partnerships, corporations or other\nbusiness entities in which it is or thereby becomes a participant upon such terms and subject to such conditions as the General Partner deems are consistent with this Agreement, applicable law and the REIT status of the General Partner."} +{"idx": 47, "level": 3, "span": "(d) Except as expressly permitted by this Agreement, neither the General Partner nor any of its\nAffiliates shall sell, transfer or convey any Property to, or purchase any Property from, the Partnership, directly or indirectly, except pursuant to transactions that are, in the General Partner’s sole discretion, on terms that are fair and\nreasonable to the Partnership."} +{"idx": 47, "level": 2, "span": "ARTICLE 7"} +{"idx": 47, "level": 2, "span": "CHANGES IN GENERAL PARTNER\n7.1 Transfer of the General Partner’s Units.\n(a) The General Partner shall not transfer all or any portion of its Units or withdraw as General Partner except as provided in, or in\nconnection with a transaction contemplated by, Section 7.1(b) or Section 7.1(c).\n(b) Except as otherwise provided in Section 7.1(c)\nhereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or the sale of all or substantially all of its assets (other than in connection with a change in the General Partner’s\nstate of incorporation or organizational form), in each case which results in a change of control of the General Partner (a “REIT Transaction”), unless the consent of Limited Partners holding more than 50% of the Percentage\nInterests of the Limited Partners (including, as applicable, Limited Partner Interests held by the General Partner) is obtained.\n(c)\nNotwithstanding Section 7.1(a) or 7.1(b),\n(i) a General Partner may transfer all or any portion of its General Partnership Units to\n(A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Units, may withdraw as General Partner; and\n(ii) the General Partner may engage in a transaction not required to be submitted to the vote of the holders of its capital stock by law or\nby the rules of any national securities exchange on which any of the General Partner’s capital stock is listed.\n7.2 Admission of a\nSubstitute or Additional General Partner.\nA Person shall be admitted as a substitute or additional General Partner of the Partnership only\nif the following terms and conditions are satisfied:\n(a) the Person to be admitted as a substitute or additional General Partner shall\nhave accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a\nGeneral Partner, and a certificate evidencing the admission\nof such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.4 hereof in connection with such admission shall have been performed;\n(b) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided\nthe Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and\n(c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary) that\n(x) the admission of the Person to be admitted as a substitute or additional General Partner is in conformity with the Act and (y) none of the actions taken in connection with the admission of such Person as a substitute or additional\nGeneral Partner will cause (i) the Partnership to be classified other than as a partnership for federal tax purposes, or (ii) the loss of any Limited Partner’s limited liability.\n7.3 Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner.\n(a) Upon the occurrence of an Event of Bankruptcy as to the sole remaining General Partner (and its removal pursuant to Section 7.4(a) hereof)\nor the death, withdrawal, removal or dissolution of the sole remaining General Partner (except that, if the sole remaining General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as\nto, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and\nterminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall\nnot be deemed to be the withdrawal, dissolution or removal of the General Partner.\n(b) Following the occurrence of an Event of Bankruptcy\nas to the sole remaining General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of the sole remaining General Partner, the Limited Partners, within ninety (90) days after such\noccurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.3 hereof by selecting, subject to Section 7.2 hereof and any other provisions of this Agreement, a substitute General\nPartner by consent of a majority in interest of the Limited Partners. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has\nacquired an interest of a Partner in the Partnership shall be governed by this Agreement.\n7.4 Removal of a General Partner.\n(a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be\nremoved automatically. The Limited Partners may not remove the General Partner, with or without cause.\n(b) If a General Partner has\nbeen removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3 hereof, such General Partner shall promptly transfer and assign its General Partnership Units in the Partnership to the substitute General\nPartner approved by a majority in interest of the Limited Partners in accordance with Section 7.3(b) hereof and otherwise be admitted to the Partnership in accordance with Section 7.2 hereof. At the time of assignment, the removed\nGeneral Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Units of such removed General Partner as reduced by any damages caused to the Partnership by such General\nPartner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a majority in interest of the Limited Partners within ten (10) days following the removal of the General Partner. In\nthe event that the parties are unable to agree upon an appraiser, the removed General Partner and a majority in interest of the Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market\nvalue of the removed General Partner’s General Partnership Units within thirty (30) days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Unit shall be the average\nof the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than forty (40) days after the removal of the General\nPartner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Units no later than sixty (60) days after the removal of the General Partner. In\nsuch case, the fair market value of the removed General Partner’s General Partnership Units shall be the average of the two appraisals closest in value.\n(c) The General Partnership Units of a removed General Partner, during the time after default until transfer under\nSection 7.4(b),\nshall be converted to that of a Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income,\nexpense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations\nof such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.4(b).\n(d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be\nlegally necessary, desirable and sufficient to effect all the foregoing provisions of this Section."} +{"idx": 47, "level": 3, "span": "(a) The General Partner shall not transfer all or any portion of its Units or withdraw as General Partner except as provided in, or in\nconnection with a transaction contemplated by, Section 7.1(b) or Section 7.1(c)."} +{"idx": 47, "level": 3, "span": "(b) Except as otherwise provided in Section 7.1(c)\nhereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or the sale of all or substantially all of its assets (other than in connection with a change in the General Partner’s\nstate of incorporation or organizational form), in each case which results in a change of control of the General Partner (a “REIT Transaction”), unless the consent of Limited Partners holding more than 50% of the Percentage\nInterests of the Limited Partners (including, as applicable, Limited Partner Interests held by the General Partner) is obtained."} +{"idx": 47, "level": 3, "span": "(c)\nNotwithstanding Section 7.1(a) or 7.1(b),"} +{"idx": 47, "level": 4, "span": "(i) a General Partner may transfer all or any portion of its General Partnership Units to\n(A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Units, may withdraw as General Partner; and"} +{"idx": 47, "level": 4, "span": "(ii) the General Partner may engage in a transaction not required to be submitted to the vote of the holders of its capital stock by law or\nby the rules of any national securities exchange on which any of the General Partner’s capital stock is listed."} +{"idx": 47, "level": 3, "span": "(a) the Person to be admitted as a substitute or additional General Partner shall\nhave accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a\nGeneral Partner, and a certificate evidencing the admission"} +{"idx": 47, "level": 3, "span": "(b) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided\nthe Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and"} +{"idx": 47, "level": 3, "span": "(c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary) that\n(x) the admission of the Person to be admitted as a substitute or additional General Partner is in conformity with the Act and (y) none of the actions taken in connection with the admission of such Person as a substitute or additional\nGeneral Partner will cause (i) the Partnership to be classified other than as a partnership for federal tax purposes, or (ii) the loss of any Limited Partner’s limited liability."} +{"idx": 47, "level": 3, "span": "(a) Upon the occurrence of an Event of Bankruptcy as to the sole remaining General Partner (and its removal pursuant to Section 7.4(a) hereof)\nor the death, withdrawal, removal or dissolution of the sole remaining General Partner (except that, if the sole remaining General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as\nto, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and\nterminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall\nnot be deemed to be the withdrawal, dissolution or removal of the General Partner."} +{"idx": 47, "level": 3, "span": "(b) Following the occurrence of an Event of Bankruptcy\nas to the sole remaining General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of the sole remaining General Partner, the Limited Partners, within ninety (90) days after such\noccurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.3 hereof by selecting, subject to Section 7.2 hereof and any other provisions of this Agreement, a substitute General\nPartner by consent of a majority in interest of the Limited Partners. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has\nacquired an interest of a Partner in the Partnership shall be governed by this Agreement."} +{"idx": 47, "level": 3, "span": "(a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be\nremoved automatically. The Limited Partners may not remove the General Partner, with or without cause."} +{"idx": 47, "level": 3, "span": "(b) If a General Partner has\nbeen removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3 hereof, such General Partner shall promptly transfer and assign its General Partnership Units in the Partnership to the substitute General\nPartner approved by a majority in interest of the Limited Partners in accordance with Section 7.3(b) hereof and otherwise be admitted to the Partnership in accordance with Section 7.2 hereof. At the time of assignment, the removed\nGeneral Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Units of such removed General Partner as reduced by any damages caused to the Partnership by such General\nPartner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a majority in interest of the Limited Partners within ten (10) days following the removal of the General Partner. In\nthe event that the parties are unable to agree upon an appraiser, the removed General Partner and a majority in interest of the Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market\nvalue of the removed General Partner’s General Partnership Units within thirty (30) days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Unit shall be the average\nof the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than forty (40) days after the removal of the General\nPartner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Units no later than sixty (60) days after the removal of the General Partner. In\nsuch case, the fair market value of the removed General Partner’s General Partnership Units shall be the average of the two appraisals closest in value."} +{"idx": 47, "level": 3, "span": "(c) The General Partnership Units of a removed General Partner, during the time after default until transfer under"} +{"idx": 47, "level": 3, "span": "(d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be\nlegally necessary, desirable and sufficient to effect all the foregoing provisions of this Section."} +{"idx": 47, "level": 2, "span": "ARTICLE 8"} +{"idx": 47, "level": 2, "span": "RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS\n8.1 Management of the Partnership.\nThe Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the\nPartnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.\n8.2 Power of Attorney.\nEach\nLimited Partner hereby irrevocably appoints the General Partner its true and lawful attorney-in-fact, who may act for each Limited Partner and in its name, place and\nstead, and for its use and benefit, to sign, acknowledge, swear to, deliver, file or record, at the appropriate public offices, any and all documents, certificates, and instruments as may be deemed necessary or desirable by the General Partner to\ncarry out fully the provisions of this Agreement and the Act in accordance with their terms, which power of attorney is coupled with an interest and shall survive the death, dissolution or legal incapacity of the Limited Partner, or the transfer by\nthe Limited Partner of any part or all of its Partnership Units.\n8.3 Limitation on Liability of Limited Partners.\nNo Limited Partner shall be liable for any debts, liabilities, contracts or obligations of the Partnership. A Limited Partner shall be\nliable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall, except as otherwise required by the Act, be required to make\nany further Capital Contributions or other payments or lend any funds to the Partnership.\n8.4 Ownership by Limited Partner of Corporate\nGeneral Partner or Affiliate.\nNo Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the\nGeneral Partner or in any Affiliate thereof, if such ownership by itself or in conjunction with other stock or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize the classification of the\nPartnership as a partnership for federal tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this\nSection.\n8.5 Limited Partner Right of Redemption.\n(a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Partnership and one or more\nLimited Partners with respect to the Limited Partnership Units held by them, a Qualifying Party, but no other Limited Partner or Assignee, shall, after holding their Limited Partnership Units for at least one year, have the right (subject to the\nterms and conditions set forth herein) to require the Partnership to redeem (a “Redemption”) all or a portion of such Limited Partnership Units (the “Tendered Units”) held by such Limited Partner (a\n“Redemption Right”) in exchange for REIT Shares having the same Class designation as the Partnership Units subject to the Redemption Right, issuable on, or the Cash Amount payable on, or a combination thereof having an\nequivalent value to the REIT Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion. Any Redemption Right shall be exercised pursuant to a Notice of\nRedemption delivered to the Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption\nduring each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Limited Partnership Units or, if such Limited Partner holds less than 1,000 Limited Partnership Units, all of the Limited Partnership Units\nheld by such Partner. The Tendering Party shall have no right, with respect to any Limited Partnership Units so redeemed, to receive any distribution paid with respect to Limited Partnership Units if the record date for such distribution is on\nor after the Specified Redemption Date.\n(b) If the General Partner elects to redeem Tendered Units for REIT Shares having the same\nClass designation as the Tendered Units rather than cash, then the Partnership shall direct the General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case,\n(i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be\ntreated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the General Partner in exchange for REIT Shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for\nwhich the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Partnership shall act in a fair, equitable and\nreasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Partnership elects to redeem any number of Tendered Units for REIT Shares having\nthe same Class designation as the\nTendered Units, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the General Partner in exchange for a number of REIT Shares\nequal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the General Partner as duly authorized, validly issued,\nfully paid and accessible REIT Shares having the same Class designation as the Tendered Units, free of any pledge, lien, encumbrance or restriction, other than the Aggregate Share Ownership Limit and other restrictions provided in the Article\nof Incorporation, the bylaws of the General Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have\nno rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation.\n(c) In connection with an exercise\nof Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption:\n(i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as\ndetermined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption and assuming that the General\nPartner elects to exchange REIT Shares for all Tendered Units, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit);\n(ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares\nprior to the closing of the Redemption on the Specified Redemption Date;\n(iii) An undertaking to certify, at and as a condition to the\nclosing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by\nSection 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit); and\n(iv) Any other documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of\nthe Redemption Right.\n(d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the\nSpecified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the General Partner to cause additional REIT Shares to\nbe issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as\nquickly as reasonably possible.\n(e) Notwithstanding any other provision of this Agreement, the General Partner shall restrict the ability\nof the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit,\n(b) the General Partner’s common stock from being owned by less than 100 persons, (c) the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and (c) to ensure that the\nPartnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written\nnotice thereof (a “Restriction Notice”) to each of the Limited Partners holding Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Partnership which states that, in the opinion of such\ncounsel, restrictions are necessary in order to avoid having the Partnership be treated as a “publicly traded partnership” taxable as a corporation under section 7704 of the Code.\n(f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.\n8.6 Redemption of Special Limited Partnership Units.\nUpon the earliest to occur of (a) the termination or nonrenewal of the Advisory Agreement for “cause” (as defined in the\nAdvisory Agreement), (b) a Termination Event, (c) the Listing, or (d) a merger, consolidation or sale of substantially all of the General Partner’s assets or any similar transaction or any transaction pursuant to which a majority of\nthe board of directors of the General Partner then in office are replaced or removed, the Special Limited Partnership Units will be redeemed.\n(a) If the Advisory Agreement is terminated or not renewed by the General Partner for “cause” (as defined in the Advisory\nAgreement), all of the Special Limited Partnership Units shall be redeemed by the Partnership for a one-time cash payment of $1.00 within thirty (30) days after the termination or nonrenewal of the\nAdvisory Agreement.\n(b) Upon the occurrence of a Termination Event, the Listing or a merger, consolidation or sale of substantially all\nof the General Partner’s assets or any similar transaction or any transaction pursuant to which a majority of the board of directors of the General Partner then in office are replaced or removed, the Special Limited Partnership Units shall be\nredeemed for an aggregate amount equal to the amount that would have been distributed to the Special Limited Partner under Section 5.2(b) if all assets of the\nPartnership had been sold for their fair market value and all liabilities of the Partnership had been satisfied in full according to their terms. Such redemption shall occur no later than\nthirty (30) days after the date of a Termination Event and no later than 240 days after the Listing. In determining the fair market value of the assets of the Partnership, (i) in connection with a Termination Event, the General\nPartner shall obtain an appraisal of the assets of the Partnership (excluding any assets which may be readily marked to market) except that if the Termination Event is the result of any of the events described under (iii) below, then the fair\nmarket value of the shares shall be determined under (iii) below, (ii) in connection with the Listing, the General Partner shall make such determination (a) taking into account, in the event of a Listing on a national securities\nexchange only, the market value of the General Partner’s listed shares based upon the average closing price, or average of bid and asked prices, as the case may be, during a period of thirty (30) days during which such shares are traded\nbeginning one hundred and twenty (120) days after the Listing or (b) taking into account the value of the General Partner’s shares based upon the initial public offering price in the event of an underwritten public offering and\n(iii) in connection with a merger, consolidation or sale of substantially all of the General Partner’s assets or any similar transaction pursuant to which a majority of the members of the board of directors of the General Partner then in\noffice are replaced or removed, the General Partners shall make such determination based on the value of the consideration received by the General Partner or its stockholders on a per share basis. Payment to the Special Limited Partner upon a\nTermination Event or a Listing shall be paid, at the Special Limited Partner’s discretion, in the form of (a) shares of the General Partner’s common stock or (b) a promissory note bearing interest at a rate deemed fair and\nreasonable by a majority of the Independent Directors. In the event the Special Limited Partner elects to receive shares of the General Partner’s common stock and the General Partner’s shares are not listed on a national securities\nexchange, at the option of the Special Limited Partner, the Special Limited Partner and the General Partner shall enter into an agreement whereby the General Partner shall register such shares of common stock with the Commission. However, any\npayments under a promissory note may not be made in connection with a Termination Event until either (a) the closing of asset sales that result in aggregate, cumulative distributions to the Partners (other than the Special Limited Partner) of\nthe Partnership from operating income, sales proceeds and other sources in an amount equal to their Capital Contributions to the Partnership plus a 6.00% cumulative non-compounded annual pre-tax return thereon, or (b) a Listing (each a “Subsequent Liquidity Event”). In addition, the principal amount of the promissory note issued in connection with a Termination Event will\nbe subject to reduction as of the date of the Subsequent Liquidity Event by an amount that will ensure that, in connection with the Subsequent Liquidity Event, the Special Limited Partner does not receive in excess of 15% of the distributions that\nare made or are deemed to be made by the Partnership after the Partners (other than the Special Limited Partner) have received or are deemed to have received aggregate, cumulative distributions equal to their Capital Contributions to the Partnership\nplus a 6.00% cumulative non-compounded annual pre-tax return thereon."} +{"idx": 47, "level": 3, "span": "(a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Partnership and one or more\nLimited Partners with respect to the Limited Partnership Units held by them, a Qualifying Party, but no other Limited Partner or Assignee, shall, after holding their Limited Partnership Units for at least one year, have the right (subject to the\nterms and conditions set forth herein) to require the Partnership to redeem (a “Redemption”) all or a portion of such Limited Partnership Units (the “Tendered Units”) held by such Limited Partner (a\n“Redemption Right”) in exchange for REIT Shares having the same Class designation as the Partnership Units subject to the Redemption Right, issuable on, or the Cash Amount payable on, or a combination thereof having an\nequivalent value to the REIT Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion. Any Redemption Right shall be exercised pursuant to a Notice of\nRedemption delivered to the Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption\nduring each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Limited Partnership Units or, if such Limited Partner holds less than 1,000 Limited Partnership Units, all of the Limited Partnership Units\nheld by such Partner. The Tendering Party shall have no right, with respect to any Limited Partnership Units so redeemed, to receive any distribution paid with respect to Limited Partnership Units if the record date for such distribution is on\nor after the Specified Redemption Date."} +{"idx": 47, "level": 3, "span": "(b) If the General Partner elects to redeem Tendered Units for REIT Shares having the same\nClass designation as the Tendered Units rather than cash, then the Partnership shall direct the General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case,\n(i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be\ntreated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the General Partner in exchange for REIT Shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for\nwhich the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Partnership shall act in a fair, equitable and\nreasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Partnership elects to redeem any number of Tendered Units for REIT Shares having\nthe same Class designation as the"} +{"idx": 47, "level": 3, "span": "(c) In connection with an exercise\nof Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption:"} +{"idx": 47, "level": 4, "span": "(i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as\ndetermined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption and assuming that the General\nPartner elects to exchange REIT Shares for all Tendered Units, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit);"} +{"idx": 47, "level": 4, "span": "(ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares\nprior to the closing of the Redemption on the Specified Redemption Date;"} +{"idx": 47, "level": 4, "span": "(iii) An undertaking to certify, at and as a condition to the\nclosing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by\nSection 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit); and"} +{"idx": 47, "level": 4, "span": "(iv) Any other documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of\nthe Redemption Right."} +{"idx": 47, "level": 3, "span": "(d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the\nSpecified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the General Partner to cause additional REIT Shares to\nbe issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as\nquickly as reasonably possible."} +{"idx": 47, "level": 3, "span": "(e) Notwithstanding any other provision of this Agreement, the General Partner shall restrict the ability\nof the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit,\n(b) the General Partner’s common stock from being owned by less than 100 persons, (c) the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and (c) to ensure that the\nPartnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written\nnotice thereof (a “Restriction Notice”) to each of the Limited Partners holding Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Partnership which states that, in the opinion of such\ncounsel, restrictions are necessary in order to avoid having the Partnership be treated as a “publicly traded partnership” taxable as a corporation under section 7704 of the Code."} +{"idx": 47, "level": 3, "span": "(f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5."} +{"idx": 47, "level": 3, "span": "(a) If the Advisory Agreement is terminated or not renewed by the General Partner for “cause” (as defined in the Advisory\nAgreement), all of the Special Limited Partnership Units shall be redeemed by the Partnership for a one-time cash payment of $1.00 within thirty (30) days after the termination or nonrenewal of the\nAdvisory Agreement."} +{"idx": 47, "level": 3, "span": "(b) Upon the occurrence of a Termination Event, the Listing or a merger, consolidation or sale of substantially all\nof the General Partner’s assets or any similar transaction or any transaction pursuant to which a majority of the board of directors of the General Partner then in office are replaced or removed, the Special Limited Partnership Units shall be\nredeemed for an aggregate amount equal to the amount that would have been distributed to the Special Limited Partner under Section 5.2(b) if all assets of the"} +{"idx": 47, "level": 2, "span": "ARTICLE 9"} +{"idx": 47, "level": 2, "span": "TRANSFERS OF\nLIMITED PARTNERSHIP UNITS\n9.1 Purchase for Investment.\n(a) Each Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of its Partnership\nUnits is made as a principal for its account for investment purposes only and not with a view to the resale or distribution of such Partnership Units.\n(b) Each Limited Partner agrees that he will not sell, assign or otherwise transfer its Partnership Units or any fraction thereof, whether\nvoluntarily or by operation of law or at judicial sale or otherwise, to any Person who does not make the representations and warranties to the General Partner set forth in Section 9.1(a) above and similarly agree not to sell, assign or transfer such\nPartnership Units or fraction thereof to any Person who does not similarly represent, warrant and agree.\n9.2 Restrictions on Transfer of\nLimited Partnership Units.\n(a) Subject to the provisions of 9.2(b) and (c), no Limited Partner may offer, sell, assign, hypothecate,\npledge or otherwise transfer all or any portion of its Limited Partnership Units, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively,\na “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null\nand void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.\n(b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted transfer (i.e., a Transfer consented to as\ncontemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Units pursuant to this Article 9 or pursuant to a redemption of all of its Partnership Units pursuant to\nSection 8.5 or pursuant to the redemption of the Limited Partner’s Special Partnership Units pursuant to Section 8.6. Upon the permitted transfer or redemption of all of a Limited Partner’s Partnership Units, such Limited Partner\nshall cease to be a Limited Partner.\n(c) Notwithstanding Section 9.2(a) and subject to Sections 9.2(d), (e) and (f) below, a\nLimited Partner may Transfer, without the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or\nsister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons\nnamed in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.\n(d) No Limited Partner may effect a\nTransfer of its Limited Partnership Units, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Units under the Securities Act or would\notherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).\n(e) No\nTransfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of the General Partner based on the advice of legal counsel for the Partnership, if appropriate, the transfer would\nresult in the Partnership’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of the General Partner based on the advice of\nlegal counsel for the Partnership, if appropriate, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of\nthe Code, and (iii) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code.\n(f) No transfer by a Limited Partner of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within\nthe meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, without the consent of the General Partner, which may be withheld in its sole and\nabsolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem any Partnership Units in which a security interest is held\nfor cash in an amount equal to such Partner’s Capital Account allocable (in the reasonable determination of the General Partner) to such exchanged or redeemed Partnership Units, simultaneously with the time at which such lender would be deemed\nto be a Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.\n(g) Any\nTransfer in contravention of any of the provisions of this Article 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.\n(h) Prior to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall deliver to the General Partner\nsuch opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.\n9.3 Admission of\nSubstitute Limited Partner.\n(a) Subject to the other provisions of this Article 9, an assignee of the Limited Partnership Units of a\nLimited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Units) shall be deemed admitted as a Limited Partner of the Partnership only with the consent\nof the General Partner and upon the satisfactory completion of the following:\n(i) The assignee shall have accepted and agreed to be\nbound by the terms and provisions of this Agreement by executing a counterpart or an amendment thereof, including a revised Exhibit A, and such other documents or instruments as the General Partner may require in order to\neffect the admission of such Person as a Limited Partner.\n(ii) To the extent required, an amended Certificate evidencing the admission\nof such Person as a Limited Partner shall have been signed, acknowledged and filed for record in accordance with the Act.\n(iii) The\nassignee shall have delivered a letter containing the representation set forth in Section 9.1(a) hereof and the agreement set forth in Section 9.1(b) hereof.\n(iv) If the assignee is a corporation, partnership or trust, the assignee shall have provided the General Partner with evidence satisfactory\nto counsel for the Partnership of the assignee’s authority to become a Limited Partner under the terms and provisions of this Agreement.\n(v) The assignee shall have executed a power of attorney containing the terms and provisions set forth in Section 8.2 hereof.\n(vi) The assignee shall have paid all legal fees and other expenses of the Partnership and the General Partner and filing and publication\ncosts in connection with its substitution as a Limited Partner.\n(vii) The assignee has obtained the prior written consent of the General\nPartner to its admission as a Substitute Limited Partner, which consent may be given or denied in the exercise of the General Partner’s sole and absolute discretion.\n(b) For the purpose of allocating Profits and Losses and distributing cash received by the\nPartnership, a Substitute Limited Partner shall be treated as having become, and appearing in the records of the Partnership as, a Partner upon the filing of the Certificate described in Section 9.3(a)(ii) hereof or, if no such filing is required,\nthe later of the date specified in the transfer documents or the date on which the General Partner has received all necessary instruments of transfer and substitution.\n(c) The General Partner shall cooperate with the Person seeking to become a Substitute Limited Partner by preparing the documentation required\nby this Section and making all official filings and publications. The Partnership shall take all such action as promptly as practicable after the satisfaction of the conditions in this Article 9 to the admission of such Person as a Limited\nPartner of the Partnership.\n9.4 Rights of Assignees of Partnership Units.\n(a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated\nfor any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Units until the Partnership has received notice thereof.\n(b) Any Person who is the assignee of all or any portion of a Limited Partner’s Limited Partnership Units, but does not become a\nSubstitute Limited Partner and desires to make a further assignment of such Limited Partnership Units shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an\nassignment of its Limited Partnership Units.\n9.5 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner.\nThe occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner\nis incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is\nentered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such\nLimited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of its Partnership Units and to join with the assignee in\nsatisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.\n9.6 Joint Ownership of Units.\nA Partnership Unit may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are\nmarried or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Unit shall be required to constitute the action of the owners of such Partnership Unit;\nprovided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners\nunder the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Unit held in a joint tenancy with a right of survivorship, the Partnership Unit shall become owned solely by the survivor as\na Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Unit until it shall have received notice of such death. Upon notice to the General Partner from\neither owner, the General Partner shall cause the Partnership Unit to be divided into two equal Partnership Units, which shall thereafter be owned separately by each of the former owners."} +{"idx": 47, "level": 3, "span": "(a) Each Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of its Partnership\nUnits is made as a principal for its account for investment purposes only and not with a view to the resale or distribution of such Partnership Units."} +{"idx": 47, "level": 3, "span": "(b) Each Limited Partner agrees that he will not sell, assign or otherwise transfer its Partnership Units or any fraction thereof, whether\nvoluntarily or by operation of law or at judicial sale or otherwise, to any Person who does not make the representations and warranties to the General Partner set forth in Section 9.1(a) above and similarly agree not to sell, assign or transfer such\nPartnership Units or fraction thereof to any Person who does not similarly represent, warrant and agree."} +{"idx": 47, "level": 3, "span": "(a) Subject to the provisions of 9.2(b) and (c), no Limited Partner may offer, sell, assign, hypothecate,\npledge or otherwise transfer all or any portion of its Limited Partnership Units, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively,\na “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null\nand void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith."} +{"idx": 47, "level": 3, "span": "(b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted transfer (i.e., a Transfer consented to as\ncontemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Units pursuant to this Article 9 or pursuant to a redemption of all of its Partnership Units pursuant to\nSection 8.5 or pursuant to the redemption of the Limited Partner’s Special Partnership Units pursuant to Section 8.6. Upon the permitted transfer or redemption of all of a Limited Partner’s Partnership Units, such Limited Partner\nshall cease to be a Limited Partner."} +{"idx": 47, "level": 3, "span": "(c) Notwithstanding Section 9.2(a) and subject to Sections 9.2(d), (e) and (f) below, a\nLimited Partner may Transfer, without the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or\nsister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons\nnamed in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners."} +{"idx": 47, "level": 3, "span": "(d) No Limited Partner may effect a\nTransfer of its Limited Partnership Units, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Units under the Securities Act or would\notherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards)."} +{"idx": 47, "level": 3, "span": "(e) No\nTransfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of the General Partner based on the advice of legal counsel for the Partnership, if appropriate, the transfer would\nresult in the Partnership’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of the General Partner based on the advice of\nlegal counsel for the Partnership, if appropriate, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of\nthe Code, and (iii) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code."} +{"idx": 47, "level": 3, "span": "(f) No transfer by a Limited Partner of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within\nthe meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, without the consent of the General Partner, which may be withheld in its sole and\nabsolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem any Partnership Units in which a security interest is held\nfor cash in an amount equal to such Partner’s Capital Account allocable (in the reasonable determination of the General Partner) to such exchanged or redeemed Partnership Units, simultaneously with the time at which such lender would be deemed\nto be a Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code."} +{"idx": 47, "level": 3, "span": "(g) Any\nTransfer in contravention of any of the provisions of this Article 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership."} +{"idx": 47, "level": 3, "span": "(h) Prior to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall deliver to the General Partner\nsuch opinions, certificates and other documents as the General Partner shall request in connection with such Transfer."} +{"idx": 47, "level": 3, "span": "(a) Subject to the other provisions of this Article 9, an assignee of the Limited Partnership Units of a\nLimited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Units) shall be deemed admitted as a Limited Partner of the Partnership only with the consent\nof the General Partner and upon the satisfactory completion of the following:"} +{"idx": 47, "level": 4, "span": "(i) The assignee shall have accepted and agreed to be\nbound by the terms and provisions of this Agreement by executing a counterpart or an amendment thereof, including a revised Exhibit A, and such other documents or instruments as the General Partner may require in order to\neffect the admission of such Person as a Limited Partner."} +{"idx": 47, "level": 4, "span": "(ii) To the extent required, an amended Certificate evidencing the admission\nof such Person as a Limited Partner shall have been signed, acknowledged and filed for record in accordance with the Act."} +{"idx": 47, "level": 4, "span": "(iii) The\nassignee shall have delivered a letter containing the representation set forth in Section 9.1(a) hereof and the agreement set forth in Section 9.1(b) hereof."} +{"idx": 47, "level": 4, "span": "(iv) If the assignee is a corporation, partnership or trust, the assignee shall have provided the General Partner with evidence satisfactory\nto counsel for the Partnership of the assignee’s authority to become a Limited Partner under the terms and provisions of this Agreement."} +{"idx": 47, "level": 4, "span": "(v) The assignee shall have executed a power of attorney containing the terms and provisions set forth in Section 8.2 hereof."} +{"idx": 47, "level": 4, "span": "(vi) The assignee shall have paid all legal fees and other expenses of the Partnership and the General Partner and filing and publication\ncosts in connection with its substitution as a Limited Partner."} +{"idx": 47, "level": 4, "span": "(vii) The assignee has obtained the prior written consent of the General\nPartner to its admission as a Substitute Limited Partner, which consent may be given or denied in the exercise of the General Partner’s sole and absolute discretion."} +{"idx": 47, "level": 3, "span": "(b) For the purpose of allocating Profits and Losses and distributing cash received by the\nPartnership, a Substitute Limited Partner shall be treated as having become, and appearing in the records of the Partnership as, a Partner upon the filing of the Certificate described in Section 9.3(a)(ii) hereof or, if no such filing is required,\nthe later of the date specified in the transfer documents or the date on which the General Partner has received all necessary instruments of transfer and substitution."} +{"idx": 47, "level": 3, "span": "(c) The General Partner shall cooperate with the Person seeking to become a Substitute Limited Partner by preparing the documentation required\nby this Section and making all official filings and publications. The Partnership shall take all such action as promptly as practicable after the satisfaction of the conditions in this Article 9 to the admission of such Person as a Limited\nPartner of the Partnership."} +{"idx": 47, "level": 3, "span": "(a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated\nfor any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Units until the Partnership has received notice thereof."} +{"idx": 47, "level": 3, "span": "(b) Any Person who is the assignee of all or any portion of a Limited Partner’s Limited Partnership Units, but does not become a\nSubstitute Limited Partner and desires to make a further assignment of such Limited Partnership Units shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an\nassignment of its Limited Partnership Units."} +{"idx": 47, "level": 2, "span": "ARTICLE 10"} +{"idx": 47, "level": 2, "span": "BOOKS AND\nRECORDS; ACCOUNTING; TAX MATTERS\n10.1 Books and Records.\nAt all times during the continuance of the Partnership, the Partners shall keep or cause to be kept at the Partnership’s specified office\ntrue and complete books of account in accordance with generally accepted accounting principles, including: (a) a current list of the full name and last known business address of each Partner, (b) a copy of the Certificate of Limited\nPartnership and all Certificates of amendment thereto, (c) copies of the Partnership’s federal, state and local income tax returns and reports, (d) copies of this Agreement and amendments thereto and any financial statements of the\nPartnership for the three most recent years and (e) all documents and information required under the Act. Any Partner or its duly authorized representative, upon paying the costs of collection, duplication and mailing, shall be entitled to\ninspect or copy such records during ordinary business hours.\n10.2 Custody of Partnership Funds; Bank Accounts.\n(a) All funds of the Partnership not otherwise invested shall be deposited in one or more\naccounts maintained in such banking or brokerage institutions as the General Partner shall determine, and withdrawals shall be made only on such signature or signatures as the General Partner may, from time to time, determine.\n(b) All deposits and other funds not needed in the operation of the business of the Partnership may be invested by the General Partner in\ninvestment grade instruments (or investment companies whose portfolio consists primarily thereof), government obligations, certificates of deposit, bankers’ acceptances and municipal notes and bonds. The funds of the Partnership shall not\nbe commingled with the funds of any other Person except for such commingling as may necessarily result from an investment in those investment companies permitted by this Section 10.2(b).\n10.3 Fiscal and Taxable Year.\nThe fiscal and taxable year of the Partnership shall be the calendar year.\n10.4 Annual Tax Information and Report.\nWithin seventy-five (75) days after the end of each fiscal year of the Partnership, the General Partner shall furnish to each person who\nwas a Limited Partner at any time during such year the tax information necessary to file such Limited Partner’s individual tax returns as shall be reasonably required by law.\n10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments.\n(a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax\nMatters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional\nassistance in respect of any audit of the Partnership by the Internal Revenue Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf\nof the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either\n(i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or\n(ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition.\n(b) All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made by\nthe General Partner in its sole and absolute discretion.\n(c) In the event of a transfer of all or any part of the Partnership Units of\nany Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets. Each Partner will furnish the Partnership with all information\nnecessary to give effect to such election.\n(d) By executing this Agreement, each Partner authorizes and directs the Partnership to elect\nto have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “Notice”) apply to any interest in the\nPartnership transferred to a service provider by the Partnership on or after the effective date of such Revenue Procedure in connection with services provided to the Partnership. For purposes of making such Safe harbor election, the General\nPartner is hereby designated as the “partner who has responsibility for federal income tax reporting” by the Partnership and, accordingly, execution of such Safe Harbor election by the General Partner constitutes execution of a\n“Safe Harbor Election” in accordance with Section 3.03(1) of the Notice. The partnership and each Partner hereby agrees to comply with all requirements of the Safe Harbor described in the Notice, including the requirement\nthat each Partner shall prepare and file all U.S. federal income tax returns reporting the income tax effects of each Safe Harbor Partnership Unit issued by the Partnership in a manner consistent with the requirements of the Notice. A\nPartner’s obligations to comply with the requirements of this Section 10.5(d) shall survive such Partner’s ceasing to be a Partner of the Partnership and/or the termination, dissolution, liquidation and winding up of the Partnership, and,\nfor purposes of this Section 10.5(d), the Partnership shall be treated as continuing in existence. Each partner authorizes the General Partner to amend this Section 10.5(d) to the extent necessary to achieve substantially the same tax\ntreatment with respect to any interest in the Partnership transferred to a service provider by the Partnership in connection with services provided to the Partnership as set forth in Section 4 of the Notice (e.g., to reflect changes from the\nrules set forth in the Notice in subsequent Internal Revenue Service guidance); provided that such amendment is not materially adverse to such Partner (as compared with the after-tax consequences that\nwould result if the provisions of the Notice applied to all interests in the Partnership transferred to a service provider by the Partnership in connection with services provided to the Partnership). Each Limited Partner further agrees to\nexecute any forms or documents reasonably necessary to effectuate any of the foregoing provisions of this Section 10.5(d).\n10.6\nReports to Limited Partners.\n(a) As soon as practicable after the close of each fiscal year, the General Partner shall cause\nto be mailed to each Limited Partner an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year,\npresented in accordance with generally accepted accounting principles. The annual financial statements shall be audited by accountants selected by the General Partner.\n(b) Any Partner shall further have the right to a private audit of the books and records of the Partnership at the expense of such Partner,\nprovided such audit is made for Partnership purposes and is made during normal business hours."} +{"idx": 47, "level": 3, "span": "(a) All funds of the Partnership not otherwise invested shall be deposited in one or more\naccounts maintained in such banking or brokerage institutions as the General Partner shall determine, and withdrawals shall be made only on such signature or signatures as the General Partner may, from time to time, determine."} +{"idx": 47, "level": 3, "span": "(b) All deposits and other funds not needed in the operation of the business of the Partnership may be invested by the General Partner in\ninvestment grade instruments (or investment companies whose portfolio consists primarily thereof), government obligations, certificates of deposit, bankers’ acceptances and municipal notes and bonds. The funds of the Partnership shall not\nbe commingled with the funds of any other Person except for such commingling as may necessarily result from an investment in those investment companies permitted by this Section 10.2(b)."} +{"idx": 47, "level": 3, "span": "(a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code\nAs Tax\nMatters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional\nassistance in respect of any audit of the Partnership by the Internal Revenue Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf\nof the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either\n(i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or\n(ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition."} +{"idx": 47, "level": 3, "span": "(b) All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made by\nthe General Partner in its sole and absolute discretion."} +{"idx": 47, "level": 3, "span": "(c) In the event of a transfer of all or any part of the Partnership Units of\nany Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets. Each Partner will furnish the Partnership with all information\nnecessary to give effect to such election."} +{"idx": 47, "level": 3, "span": "(d) By executing this Agreement, each Partner authorizes and directs the Partnership to elect\nto have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “Notice”) apply to any interest in the\nPartnership transferred to a service provider by the Partnership on or after the effective date of such Revenue Procedure in connection with services provided to the Partnership. For purposes of making such Safe harbor election, the General\nPartner is hereby designated as the “partner who has responsibility for federal income tax reporting” by the Partnership and, accordingly, execution of such Safe Harbor election by the General Partner constitutes execution of a\n“Safe Harbor Election” in accordance with Section 3.03(1) of the Notice. The partnership and each Partner hereby agrees to comply with all requirements of the Safe Harbor described in the Notice, including the requirement\nthat each Partner shall prepare and file all U.S. federal income tax returns reporting the income tax effects of each Safe Harbor Partnership Unit issued by the Partnership in a manner consistent with the requirements of the Notice. A\nPartner’s obligations to comply with the requirements of this Section 10.5(d) shall survive such Partner’s ceasing to be a Partner of the Partnership and/or the termination, dissolution, liquidation and winding up of the Partnership, and,\nfor purposes of this Section 10.5(d), the Partnership shall be treated as continuing in existence. Each partner authorizes the General Partner to amend this Section 10.5(d) to the extent necessary to achieve substantially the same tax\ntreatment with respect to any interest in the Partnership transferred to a service provider by the Partnership in connection with services provided to the Partnership as set forth in Section 4 of the Notice (e.g., to reflect changes from the\nrules set forth in the Notice in subsequent Internal Revenue Service guidance); provided that such amendment is not materially adverse to such Partner (as compared with the after-tax consequences that\nwould result if the provisions of the Notice applied to all interests in the Partnership transferred to a service provider by the Partnership in connection with services provided to the Partnership). Each Limited Partner further agrees to\nexecute any forms or documents reasonably necessary to effectuate any of the foregoing provisions of this Section 10.5(d)."} +{"idx": 47, "level": 3, "span": "(a) As soon as practicable after the close of each fiscal year, the General Partner shall cause\nto be mailed to each Limited Partner an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year,\npresented in accordance with generally accepted accounting principles. The annual financial statements shall be audited by accountants selected by the General Partner."} +{"idx": 47, "level": 3, "span": "(b) Any Partner shall further have the right to a private audit of the books and records of the Partnership at the expense of such Partner,\nprovided such audit is made for Partnership purposes and is made during normal business hours."} +{"idx": 47, "level": 2, "span": "ARTICLE 11"} +{"idx": 47, "level": 1, "span": "AMENDMENT OF AGREEMENT\nThe General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the\nLimited Partners, may amend this Agreement in any respect; provided, however, that the following amendments shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:\n(a) any amendment affecting the operation of the redemption right or conversion right set forth in Section 8.5 in a manner adverse to the\nLimited Partners;\n(b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable\nto them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.2 hereof;\n(c) any\namendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.2 hereof; or\n(d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership."} +{"idx": 47, "level": 4, "span": "(a) any amendment affecting the operation of the redemption right or conversion right set forth in Section 8.5 in a manner adverse to the\nLimited Partners;"} +{"idx": 47, "level": 4, "span": "(b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable\nto them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.2 hereof;"} +{"idx": 47, "level": 4, "span": "(c) any\namendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.2 hereof; or"} +{"idx": 47, "level": 4, "span": "(d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership."} +{"idx": 47, "level": 2, "span": "ARTICLE 12"} +{"idx": 47, "level": 2, "span": "GENERAL\nPROVISIONS\n12.1 Notices.\nAll communications required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered\npersonally or upon deposit in the United States mail, registered, postage prepaid return receipt requested, to the Partners at the addresses set forth in Exhibit A attached hereto; provided, however, that any Partner may\nspecify a different address by notifying the General Partner in writing of such different address. Notices to the Partnership shall be delivered at or mailed to its specified office.\n12.2 Survival of Rights.\nSubject to the provisions hereof limiting transfers, this Agreement shall be binding upon and inure to the benefit of the Partners and the\nPartnership and their respective legal representatives, successors, transferees and assigns.\n12.3 Additional Documents.\nEach Partner agrees to perform all further acts and execute, swear to, acknowledge and deliver all further documents which may be reasonable,\nnecessary, appropriate or desirable to carry out the provisions of this Agreement or the Act.\n12.4 Severability.\nIf any provision of this Agreement shall be declared illegal, invalid, or unenforceable in any jurisdiction, then such provision shall be\ndeemed to be severable from this Agreement (to the extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof.\n12.5 Entire Agreement.\nThis\nAgreement and exhibits attached hereto constitute the entire Agreement of the Partners and supersede all prior written agreements and prior and contemporaneous oral agreements, understandings and negotiations with respect to the subject matter\nhereof.\n12.6 Pronouns and Plurals.\nWhen the context in which words are used in the Agreement indicates that such is the intent, words in the singular number shall include the\nplural and the masculine gender shall include the neuter or female gender as the context may require.\n12.7 Headings.\nThe Article headings or sections in this Agreement are for convenience only and shall not be used in construing the scope of this Agreement or\nany particular Article.\n12.8 Counterparts.\nThis Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall\nconstitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart.\n12.9 Governing Law.\nThis\nAgreement shall be governed by and construed in accordance with the laws of the State of Delaware; provided, however, that any cause of action for violation of federal or state securities laws shall not be governed by this Section 12.9."} +{"idx": 47, "level": 2, "span": "[Remainder of page intentionally left blank]"} +{"idx": 47, "level": 1, "span": "EXHIBIT A"} +{"idx": 47, "level": 2, "span": "CONTRIBUTIONS & INTERESTS"} +{"idx": 47, "level": 4, "span": "As of March 23, 2017"} +{"idx": 47, "level": 5, "span": "A-1"} +{"idx": 47, "level": 1, "span": "EXHIBIT B"} +{"idx": 47, "level": 2, "span": "NOTICE OF EXERCISE OF REDEMPTION RIGHT"} +{"idx": 47, "level": 4, "span": "B-1"} +{"idx": 47, "level": 1, "span": "EXHIBIT C"} +{"idx": 47, "level": 2, "span": "NOTICE OF ELECTION BY PARTNER TO CONVERT LTIP UNITS INTO LIMITED PARTNERSHIP UNITS"} +{"idx": 47, "level": 4, "span": "C-1"} +{"idx": 47, "level": 1, "span": "EXHIBIT D"} +{"idx": 47, "level": 2, "span": "NOTICE OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION OF"} +{"idx": 47, "level": 2, "span": "LTIP UNITS INTO LIMITED PARTNERSHIP UNITS"} +{"idx": 47, "level": 4, "span": "D-1"} +{"idx": 48, "level": 1, "span": "Form of Mylan N.V."} +{"idx": 48, "level": 1, "span": "One-Time Special Five-Year Performance-Based Realizable Value Incentive Program"} +{"idx": 48, "level": 0, "span": "Performance-Based Restricted Stock Unit Award Agreement"} +{"idx": 48, "level": 1, "span": "[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]\nThis Award Agreement is executed on behalf of the Company and the Participant, effective as of the Grant Date set forth above."} +{"idx": 48, "level": 1, "span": "EXHIBIT A"} +{"idx": 48, "level": 2, "span": "Applicable Multipliers"} +{"idx": 49, "level": 1, "span": "HOSTESS BRANDS, INC."} +{"idx": 49, "level": 0, "span": "RESTRICTED STOCK UNIT AGREEMENT"} +{"idx": 49, "level": 1, "span": "Cover Sheet"} +{"idx": 49, "level": 1, "span": "HOSTESS BRANDS, INC.\nBy:________________________\nName:\nTitle:"} +{"idx": 49, "level": 1, "span": "HOSTESS BRANDS, INC."} +{"idx": 49, "level": 1, "span": "By signing the Cover Sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan and evidence your acceptance of the powers of the Committee of the Board of Directors of the Company that administers the Plan."} +{"idx": 50, "level": 1, "span": "FIRST AMENDED AND RESTATED"} +{"idx": 50, "level": 1, "span": "LIMITED LIABILITY COMPANY AGREEMENT"} +{"idx": 50, "level": 1, "span": "OF"} +{"idx": 50, "level": 1, "span": "ROSEHILL OPERATING\nCOMPANY, LLC"} +{"idx": 50, "level": 1, "span": "DATED AS OF APRIL 27, 2017"} +{"idx": 50, "level": 1, "span": "THE LIMITED LIABILITY COMPANY INTERESTS IN ROSEHILL OPERATING COMPANY, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE\nSECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR\nINVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES\nLAWS; (II) THE TERMS AND CONDITIONS OF THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THE LIMITED LIABILITY\nCOMPANY INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, AND ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BY THE MANAGING MEMBER AND THE\nAPPLICABLE MEMBER. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH LIMITED LIABILITY COMPANY INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME."} +{"idx": 50, "level": 1, "span": "Table of Contents"} +{"idx": 50, "level": 1, "span": "FIRST AMENDED AND RESTATED"} +{"idx": 50, "level": 1, "span": "LIMITED LIABILITY COMPANY AGREEMENT"} +{"idx": 50, "level": 1, "span": "OF"} +{"idx": 50, "level": 0, "span": "ROSEHILL OPERATING\nCOMPANY, LLC\nThis FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to\ntime, this “Agreement”) is entered into as of April 27, 2017, by and among Rosehill Operating Company, LLC, a Delaware limited liability company (the “Company”), and each other Person who is or at any time\nbecomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1."} +{"idx": 50, "level": 1, "span": "RECITALS"} +{"idx": 50, "level": 1, "span": "WHEREAS,\nthe Company was formed pursuant to a Certificate of Formation filed in the office of the Secretary of State of the State of Delaware on January 6, 2017 and is currently governed by the Limited Liability Company Agreement of the Company dated as\nof January 6, 2017 (the “Existing LLC Agreement\n”); "} +{"idx": 50, "level": 1, "span": "WHEREAS, Rosehill Resources Inc. (formerly KLR\nEnergy Acquisition Corp.), a Delaware corporation (“Rosehill”), and Tema Oil and Gas Company, a Maryland corporation (“Tema”), have entered into a Business Combination Agreement dated December 20, 2016 (the\n“Combination Agreement\n”), which contemplates that Tema will contribute certain assets to the Company subject to certain liabilities in exchange for Units; "} +{"idx": 50, "level": 1, "span": "WHEREAS\n, pursuant to the Combination Agreement, Rosehill is contributing all of its assets, including the net proceeds of its initial\npublic offering and the Equity Financing (as defined in the Combination Agreement) to the Company and issuing and contributing shares of its Class B Common Stock (as defined below) to the Company in exchange for (x) a number of Common Units\nequal to the number of shares of Class A Common Stock (as defined below) and (y) a number of Series A Preferred Units equal to the number of shares of Series A Preferred Stock (as defined below), in each case outstanding immediately prior\nto the consummation of the transactions contemplated by the Combination Agreement; "} +{"idx": 50, "level": 1, "span": "WHEREAS\n, pursuant to the Combination Agreement,\nRosehill is issuing and contributing the Tema Warrants to the Company in exchange for a number of Warrants equal to the number of Tema Warrants; "} +{"idx": 50, "level": 1, "span": "WHEREAS\n, pursuant to the Combination Agreement, the Company will distribute cash, all of its shares of Class B Common Stock and the\nTema Warrants (as defined below) to Tema in redemption of a certain number of Common Units; "} +{"idx": 50, "level": 1, "span": "WHEREAS\n, each Common Unit (other than\nany Common Unit held by Rosehill) may be redeemed, at the election of the holder of such Common Unit (together with the transfer and surrender by such holder of one share of Class B Common Stock), for one share of Class A Common Stock in\naccordance with the terms and conditions of this Agreement; "} +{"idx": 50, "level": 1, "span": "WHEREAS, the Members of the Company desire that Rosehill become the sole managing Member\nof the Company (in its capacity as managing Member, the “Managing Member\n”); "} +{"idx": 50, "level": 1, "span": "WHEREAS\n, the Members of the Company\ndesire to amend and restate the Existing LLC Agreement; and "} +{"idx": 50, "level": 1, "span": "WHEREAS\n, this Agreement shall supersede the Existing LLC Agreement in\nits entirety as of the date hereof. "} +{"idx": 50, "level": 1, "span": "NOW THEREFORE\n, in consideration of the mutual covenants and agreements contained herein, and\nother good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows: "} +{"idx": 50, "level": 2, "span": "ARTICLE I"} +{"idx": 50, "level": 2, "span": "DEFINITIONS\nSection 1.1 Definitions. As used in this Agreement and the Schedules and Exhibits attached to this Agreement, the\nfollowing definitions shall apply:\n“Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et\nseq., as amended from time to time (or any corresponding provisions of succeeding law).\n“Action” means any claim,\naction, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.\n“Adjusted Basis”\nhas the meaning given such term in Section 1011 of the Code.\n“Adjusted Capital Account Deficit” means the deficit\nbalance, if any, in such Member’s Capital Account at the end of any Fiscal Year or other taxable period, with the following adjustments:"} +{"idx": 50, "level": 2, "span": "credit to such Capital Account any amount that such Member is obligated to restore under Treasury Regulations Section 1.704-1(b)(2)(ii)(c), as well as any addition thereto pursuant to the next to last\nsentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) after taking into account thereunder any changes during such year in Company Minimum Gain and Member Minimum Gain; and"} +{"idx": 50, "level": 2, "span": "debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).\nThis definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)\nand shall be interpreted consistently therewith.\n“Affiliate” means, with respect to any Person, any other Person that directly or\nindirectly controls, is controlled by, or is under common control with, such Person. For these purposes, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of\nsuch Person, whether through the ownership of voting securities, by contract or otherwise; provided that, for purposes of this Agreement, (i) no Member shall be deemed an Affiliate of the Company or any of its Subsidiaries and\n(ii) none of the Company or any of its Subsidiaries shall be deemed an Affiliate of any Member.\n“After-Tax TRA\nPayments” means, at any date of determination, with respect to a Member that has received payments under the Tax Receivable Agreement, the excess of (i) the aggregate payments received by such Member pursuant to the Tax Receivable\nAgreement at such time, over (ii) the cumulative amount of federal, state and local income taxes payable with respect to such payments, determined taking into account the character of income or gain applicable to such payments and assuming the\nMember is subject to tax at the Assumed Tax Rate.\n“Agreement” is defined in the preamble.\n“Assumed Tax Liability” means, with respect to any Member at any Tax Advance Date, an amount equal to the cumulative amount\nof federal, state and local income taxes (including any applicable estimated taxes), determined taking into account the character of income and loss allocated as it affects the Assumed Tax Rate, that the Managing Member estimates would be due from\nsuch Member as of the relevant Tax Advance Date, (i) assuming such Member were an individual who earned solely the items of income, gain, deduction, loss, and/or credit allocated to such Member pursuant to Article V, (ii) taking\ninto account items determined at the Member level with respect to Depletable Properties owned by the Company, as if such items were allocated at the Company level and using the cost depletion method, (iii) after taking proper account of loss\ncarryforwards available to individual taxpayers resulting from losses allocated to the Members by the Company, to the extent not taken into account in prior periods, and (iv) assuming that such Member is subject to tax at the Assumed Tax Rate.\nThe Managing Member shall reasonably determine the Assumed Tax Liability for each Member based on such assumptions as the Managing Member deems necessary.\n“Assumed Tax Rate” means, for any taxable year, the sum of the highest marginal effective rate of federal, state, and local\nincome tax applicable to any direct, or in the case of ownership through an entity classified as a partnership or disregarded entity for federal income tax purposes, indirect owner of a Member (other than Rosehill) (including any tax rate imposed\nunder Section 1411 of the Code) determined by applying the rates applicable to ordinary income (in cases where taxes are being determined on ordinary income allocated to a Member) and capital gains (in cases where taxes are being determined on\ncapital gains allocated to a Member), and excluding any deduction of state and local income taxes in computing a Member’s liability for federal income tax. The Managing Member shall consult in good faith with each other Member to determine the\nAssumed Tax Rate for such Member for any taxable year.\n“beneficially own” and “beneficial owner” shall\nbe as defined in Rule 13d-3 of the rules promulgated under the Exchange Act.\n“Bipartisan Budget Act of 2015” means Title XI of the Bipartisan Budget Act of\n2015, as may be amended from time to time (or any corresponding provisions of succeeding law), and any related provisions of law, including court decisions, regulations and administrative guidance.\n“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law\nto be closed in the City of New York.\n“Call Election Notice” is defined in Section 4.6(f)(ii).\n“Call Right” has the meaning set forth in Section 4.6(f)(i).\n“Capital Account” means, with respect to any Member, the Capital Account maintained for such Member in accordance with\nSection 4.4.\n“Capital Contribution” means, with respect to any Member, the amount of cash and the initial\nGross Asset Value of any property (other than cash) contributed to the Company by such Member. Any reference to the Capital Contribution of a Member will include any Capital Contributions made by a predecessor holder of such Member’s Units to\nthe extent that such Capital Contribution was made in respect of Units Transferred to such Member.\n“Cash Election” is\ndefined in Section 4.6(a)(iv).\n“Cash Election Amount” means with respect to a particular Exchange on any\nExchange Date, an amount of cash equal to the number of shares of Class A Common Stock that would be received in such Exchange, multiplied by the Class A VWAP Price.\n“Class A Common Stock” means, as applicable, (i) the Class A Common Stock, par value $0.001 per share, of Rosehill\nor (ii) following any consolidation, merger, reclassification or other similar event involving Rosehill, any shares or other securities of Rosehill or any other Person or cash or other property that become payable in consideration for the\nClass A Common Stock or into which the Class A Common Stock is exchanged or converted as a result of such consolidation, merger, reclassification or other similar event.\n“Class A VWAP Price” means the (i) the volume weighted average price of a share of Class A Common Stock for the 20\ntrading days ending on and including the trading day prior to the Exchange Notice Date, as reported by Bloomberg, L.P., or its successor, or (ii) in the event the shares of Class A Common Stock are not then publicly traded, the value, as\nreasonably determined by the Managing Member in good faith, that would be obtained in an arm’s length transaction for cash between an informed and willing buyer and an informed and willing seller, neither of whom is under any compulsion to\npurchase or sell, respectively, and without regard to the particular circumstances of the buyer or seller.\n“Class B Common\nStock” means, as applicable, (i) the Class B Common Stock, par value $0.001 per share, of Rosehill or (ii) following any consolidation, merger, reclassification or other similar event involving Rosehill, any shares or other\nsecurities of Rosehill or any other Person or cash or other property that become payable in consideration for the Class B Common Stock or into which the Class B Common Stock is exchanged or converted as a result of such consolidation, merger,\nreclassification or other similar event.\n“Closing Date Capital Account Balance” means, with respect to any Member, the\npositive Capital Account balance of such Member as of the date hereof, the amount or deemed value of which is set forth on Exhibit A as determined immediately following the contributions and distributions from and to the Members,\nrespectively, pursuant to the Combination Agreement.\n“Code” means the United States Internal Revenue Code of 1986, as\namended from time to time (or any corresponding provisions of succeeding law).\n“Combination Agreement” is defined in the\nRecitals.\n“Commission” means the U.S. Securities and Exchange Commission.\n“Common Units” has the meaning set forth in Section 4.1(b).\n“Company” is defined in the preamble to this Agreement.\n“Company Minimum Gain” has the meaning of “partnership minimum gain” set forth in Treasury Regulations Sections\n1.704-2(b)(2) and 1.704-2(d). It is further understood that Company Minimum Gain shall be determined in a manner consistent with the rules of Treasury Regulations Section 1.704-2(b)(2), including the requirement that if the adjusted Gross Asset\nValue of property subject to one or more Nonrecourse Liabilities differs from its adjusted tax basis, Company Minimum Gain shall be determined with reference to such Gross Asset Value.\n“Company Representative” has the meaning assigned to the term “partnership representative” in Section 6223 of\nthe Code and any Treasury Regulations or other administrative or judicial pronouncements promulgated thereunder and as appointed in Section 10.4.\n“Consolidated Group” has the meaning set forth in in Section 5.6(a).\n“Contract” means any written agreement, contract, lease, sublease, license, sublicense, obligation, promise or undertaking.\n“control” (including the terms “controlled by” and “under common control with”), with respect to the\nrelationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether\nthrough the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.\n“Debt Securities” means, with respect to Rosehill, any and all debt instruments or debt securities that are not convertible\nor exchangeable into Equity Securities of Rosehill.\n“Depletable Property” means each separate oil and gas property as\ndefined in Code Section 614.\n“Depreciation” means, for each Fiscal Year or other taxable period, an amount\nequal to the depreciation, amortization, or other cost recovery deduction (excluding depletion) allowable with respect to an asset for such Fiscal Year or other taxable period, except that (a) with respect to any such property the Gross Asset\nValue of which differs from its Adjusted Basis for U.S. federal income tax purposes and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulations Section 1.704-3(d), Depreciation for such\nFiscal Year or other taxable period shall be the amount of book basis recovered for such Fiscal Year or other taxable period under the rules prescribed by Treasury Regulations Section 1.704-3(d)(2), and (b) with respect to any other such\nproperty the Gross Asset Value of which differs from its Adjusted Basis for U.S. federal income tax purposes at the beginning of such Fiscal Year or other taxable period, Depreciation shall be an amount which bears the same ratio to such beginning\nGross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year or other taxable period bears to such beginning Adjusted Basis; provided, however, that if the Adjusted Basis for U.S.\nfederal income tax purposes of an asset at the beginning of such Fiscal Year or other taxable period is zero, Depreciation with respect to such asset shall be determined with reference to such beginning Gross Asset Value using any reasonable method\nselected by the Tax Matters Member.\n“DGCL” means the General Corporation Law of the State of Delaware, as amended from\ntime to time (or any corresponding provisions of succeeding law).\n“Discount” has the meaning set forth in\nSection 7.9.\n“Effective Time” means the time of the Closing (as defined in the Combination Agreement).\n“Equity Securities” means (a) with respect to a partnership, limited liability company or similar Person, any and all\nunits, interests, rights to purchase, warrants, options or other equivalents of, or other ownership interests in, any such Person as well as debt or equity instruments convertible, exchangeable or exercisable into any such units, interests, rights\nor other ownership interests and (b) with respect to a corporation, any and all shares, interests, participation or other equivalents (however designated) of corporate stock, including all common stock and preferred stock, or warrants, options\nor other rights to acquire any of the foregoing, including any debt instrument convertible or exchangeable into any of the foregoing.\n“Exchange Act” means the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, as the same\nmay be amended from time to time (or any corresponding provisions of succeeding law).\n“Exchange” has the meaning set\nforth in Section 4.6(a)(i).\n“Exchange Date” means (i) (x) if the Company has not made a valid Cash\nElection with respect to the relevant Exchange, the date that is three (3) Business Days after the Exchange Notice Date or (y) if the Company has made a valid Cash Election with respect to the relevant Exchange, the date that is the first\nBusiness Day on which the Company has available funds to pay the Cash Election Amount (but in any event no more than 10 days after the Exchange Notice Date), or (ii) such later date specified in or pursuant to the Exchange Notice.\n“Exchange Notice” is defined in Section 4.6(a)(iii).\n“Exchange Notice Date” is defined in Section 4.6(a)(iii).\n“Exchanging Member” is defined in Section 4.6(a)(ii).\n“Existing LLC Agreement” is defined in the recitals to this Agreement.\n“Fair Market Value” means the fair market value of any property as determined in good faith by the Managing Member after\ntaking into account such factors as the Managing Member shall reasonably deem appropriate.\n“Fiscal Year” means the\nfiscal year of the Company, which shall end on December 31 of each calendar year unless, for U.S. federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for U.S. federal income tax purposes and\nfor accounting purposes.\n“GAAP” means U.S. generally acceptable accounting principles at the time.\n“Good Faith” means a Person having acted in good faith and in a manner such person reasonably believed to be in or not\nopposed to the best interests of the Company, and, with respect to a criminal proceeding, having had no reasonable cause to believe such Person’s conduct was unlawful.\n“Governmental Entity” means any federal, national, supranational, state, provincial, local, foreign or other government,\ngovernmental, stock exchange, regulatory, self-regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.\n“Gross Asset Value” means, with respect to any asset, the asset’s Adjusted Basis for U.S. federal income tax purposes,\nexcept as follows:\nthe initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross Fair Market Value of such asset as of the date of such contribution;"} +{"idx": 50, "level": 3, "span": "the Gross Asset Values of all Company assets shall be adjusted to equal their respective gross Fair Market Values\nas of the following times: (i) the acquisition of an interest (or additional interest) in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution (including any Series A Preferred Units\nissued/distributed to Rosehill with respect to Series A Preferred Units pursuant to Section 6.1(a)(i)) to the Company or in exchange for the performance of more than a de minimis amount of services to or for the benefit of the\nCompany; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration for an interest in the Company; (iii) the liquidation of the Company within the meaning of Treasury\nRegulations Section 1.704-1(b)(2)(ii)(g)(1) (other than pursuant to Code Section 708(b)(1)(B)), (iv) the acquisition of an interest in the Company by any"} +{"idx": 50, "level": 2, "span": "new or existing Member upon the exercise of a noncompensatory option in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(s); or (v) any other event to the extent\ndetermined by the Managing Member to be permitted and necessary or appropriate to properly reflect Gross Asset Values in accordance with the standards set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(q); provided, however,\nthat adjustments pursuant to clauses (i), (ii) and (iv) above shall be made only if the Managing Member reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in\nthe Company. If any noncompensatory options are outstanding upon the occurrence of an event described in this paragraph (b)(i) through (b)(v), the Company shall adjust the Gross Asset Values of its properties in accordance with Treasury Regulations\nSections 1.704-1(b)(2)(iv)(f)(1) and 1.704-1(b)(2)(iv)(h)(2);\n(c)the Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross Fair Market Value of such asset on the date of such distribution;\n(d)the Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the Adjusted Basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to\nthe extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and subsection (g) in the definition of “Profits” or\n“Losses” below or Section 5.2(h); provided, however, that the Gross Asset Value of a Company asset shall not be adjusted pursuant to this subsection to the extent the Managing Member determines that an adjustment\npursuant to subsection (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection (d); and\n(e)if the Gross Asset Value of a Company asset has been determined or adjusted pursuant to subsections (a), (b) or (d) of this definition of Gross Asset Value, such Gross Asset Value shall\nthereafter be adjusted by the Depreciation and Simulated Depletion taken into account with respect to such asset for purposes of computing Profits, Losses and other items allocated pursuant to Article V.\n“Indebtedness” means (a) all indebtedness for borrowed money (including capitalized lease obligations, sale-leaseback\ntransactions or other similar transactions, however evidenced), (b) any other indebtedness that is evidenced by a note, bond, debenture, draft or similar instrument, (c) notes payable and (d) lines of credit and any other agreements\nrelating to the borrowing of money or extension of credit.\n“Interest” means the entire interest of a Member in the\nCompany, including the Units and all of such Member’s rights, powers and privileges under this Agreement and the Act.\n“Law” means any federal, national, supranational, state, provincial, local or\nsimilar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).\n“Legal\nAction” is defined in Section 12.7.\n“Liability” means any liability or obligation, whether known or\nunknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and whether due or to become due, regardless of when asserted."} +{"idx": 50, "level": 3, "span": "“Liquidating Events\n” is defined in Section 11.1. \n“Managing Member” is defined in the recitals to this Agreement.\n“Member” means any Person that executes this Agreement as a Member, and any other Person admitted to the Company as an\nadditional or substituted Member, that has not made a disposition of such Person’s entire Interest.\n“Member Minimum\nGain” has the meaning ascribed to “partner nonrecourse debt minimum gain” set forth in Treasury Regulations Section 1.704-2(i). It is further understood that the determination of Member Minimum Gain and the net increase or\ndecrease in Member Minimum Gain shall be made in the same manner as required for such determination of Company Minimum Gain under Treasury Regulations Sections 1.704-2(d) and -2(g)(3).\n“Member Nonrecourse Debt” has the meaning of “partner nonrecourse debt” set forth in Treasury Regulations\nSection 1.704-2(b)(4).\n“Member Nonrecourse Deductions” has the meaning of “partner nonrecourse\ndeductions” set forth in Treasury Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).\n“National Securities\nExchange” means an exchange registered with the Commission under the Exchange Act.\n“Nonrecourse Deductions” has\nthe meaning assigned that term in Treasury Regulations Section 1.704-2(b).\n“Nonrecourse Liability” is defined in\nTreasury Regulations Section 1.704-2(b)(3).\n“Officer” means each Person appointed as an officer of the Company\npursuant to and in accordance with the provisions of Section 7.2.\n“Permitted Transferee” means, with respect\nto any Member, (a) any Affiliate of such Member; (b) any partner, shareholder or member of such Member, (b) any successor entity of such Member; (c) a trust established by or for the benefit of a Member of which only such Member\nand his or her immediate family members are beneficiaries; (d) any Person established for the benefit of, and beneficially owned solely by, an entity Member or the sole individual direct or indirect owner of an entity Member; and (e) upon\nan individual Member’s death, an executor, administrator or beneficiary of the estate of the deceased Member.\n“Person” means any individual, partnership, firm, corporation, limited liability\ncompany, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.\n“Plan Asset Regulations” means the regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510\nof Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations as the same may be amended from time to time."} +{"idx": 50, "level": 3, "span": "“President and Chief Executive Officer\n” is defined in Section 7.2(b). \n“Prime Rate” means, on any date of determination, a rate per annum equal to the rate of interest most recently published by\nThe Wall Street Journal as the “prime rate” at large U.S. money center banks.\n“Proceeding” is defined in\nSection 7.4.\n“Profits” or “Losses” means, for each Fiscal Year or other taxable period, an\namount equal to the Company’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to\nCode Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):\nany income or gain of the Company that is exempt from U.S. federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;"} +{"idx": 50, "level": 2, "span": "any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not\notherwise taken into account in computing Profits or Losses, shall be subtracted from such taxable income or loss;\n(c)in the event the Gross Asset Value of any Company asset is adjusted pursuant to subsections (b) or (c) of the definition of Gross Asset Value above, the amount of such adjustment shall be treated\nas an item of gain (if the adjustment increases the Gross Asset Value of the Company asset) or an item of loss (if the adjustment decreases the Gross Asset Value of the Company asset) from the disposition of such asset and shall, except to the\nextent allocated pursuant to Section 5.2, be taken into account for purposes of computing Profits or Losses;\n(d)gain or loss resulting from any disposition of Company assets (other than Depletable Property) with respect to which gain or loss is recognized for U.S. federal income tax purposes shall be computed with reference to\nthe Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;\n(e)Gain resulting from any disposition of a Depletable Property with respect to which gain is recognized for U.S. federal income tax purposes shall be treated as being equal to the corresponding Simulated Gain;\n(f)in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation;\n(g)to the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account\nin determining Capital Account balances as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of\nthe asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and\n(h)any items of income, gain, loss or deduction which are specifically allocated pursuant to Section 5.1(a) or the provisions of Section 5.2 shall not be taken into account in computing Profits or\nLosses for any taxable year, but such items available to be specially allocated pursuant to Section 5.1(a) and Section 5.2 will be determined by applying rules analogous to those set forth in subparagraphs (a) through\n(g) above.\n“Property” means all real and personal property owned by the Company from time to time,\nincluding both tangible and intangible property.\n“Reclassification Event” means any of the following: (i) any\nreclassification or recapitalization of Rosehill Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination or any transaction subject to\nSection 4.1(g)), (ii) any merger, consolidation or other combination involving Rosehill, or (iii) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of Rosehill to any other\nPerson, in each of clauses (i), (ii) or (iii), as a result of which holders of Rosehill Common Stock shall be entitled to receive cash, securities or other property for their shares of Rosehill Common Stock.\n“Regulatory Allocations” is defined in Section 5.2(j).\n“Reporting Member” has the meaning set forth in in Section 5.6(a).\n“Retraction Notice” is defined in Section 4.6(b)(i). \n“Rosehill” is defined in the recitals to this Agreement.\n“Rosehill Common Stock” means all classes and series of common stock of the Managing Member, including the Class A\nCommon Stock and the Class B Common Stock.\n“Rosehill Offer” is defined in Section 4.6(g).\n“Rosehill Stock” means the Rosehill Common Stock, together with any other stock of Rosehill, including the Series A Preferred\nStock.\n“Securities Act” means the Securities Act of 1933, and the rules and regulations\npromulgated thereunder, as the same may be amended from time to time (or any corresponding provisions of succeeding law).\n“Series\nA Preferred Stock” means, as applicable, the 8.0% Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.0001 per share, of Rosehill.\n“Series A Preferred Units” has the meaning set forth in Section 4.1(b).\n“Simulated Basis” means the Gross Asset Value of any Depletable Property.\n“Simulated Depletion” means, with respect to each Depletable Property, a depletion allowance computed in accordance with U.S.\nfederal income tax principles (as if the Simulated Basis of the property were its Adjusted Basis) using the cost depletion method in the manner specified in Treasury Regulations Section 1.704-1(b)(2)(iv)(k)(2). For purposes of computing\nSimulated Depletion with respect to any Depletable Property, the Simulated Basis of such property shall be deemed to be the Gross Asset Value of such property, and in no event shall such allowance, in the aggregate, exceed such Simulated Basis.\n“Simulated Gain” means the amount of gain realized from the sale or other disposition of Depletable Property as calculated in\nTreasury Regulations Section 1.704-1(b)(2)(iv)(k)(2).\n“Simulated Loss” means the amount of loss realized\nfrom the sale or other disposition of Depletable Property as calculated in Treasury Regulations Section 1.704-1(b)(2)(iv)(k)(2).\n“Subsidiary” means, with respect to any specified Person, any other Person with respect to which such specified Person\n(a) has, directly or indirectly, the power, through the ownership of securities or otherwise, to elect a majority of directors or similar managing body or (b) beneficially owns, directly or indirectly, a majority of such Person’s\nEquity Securities.\n“Tax Advance” has the meaning set forth in Section 6.2(b).\n“Tax Advance Date” means any date that is two business days prior to the date on which estimated federal income tax payments\nare required to be made by individual taxpayers and the due date for federal income tax returns of individual taxpayers (without regard to extensions).\n“Tax Matters Member” means the “tax matters partner” as defined in Code Section 6231(a)(7) and as appointed in\nSection 10.4.\n“Tax Receivable Agreement” means the Tax Receivable Agreement dated as of April 27, 2017\nby and among Rosehill, Tema and the Agent as set forth thereunder and any similar agreement entered into by Rosehill after the date hereof.\n“Tax Return Preparer” has the meaning provided in Section 10.3(d).\n“Tax Returns” has the meaning provided in Section 10.3(a).\n“Tema” has the meaning set forth in the Recitals.\n“Tema Warrants” is defined in Section 3.1(c).\n“Transfer” means, as a noun, any voluntary or involuntary, direct or indirect (whether through a change of control of the\nTransferor or any Person that controls the Transferor, the issuance or transfer of Equity Securities of the Transferor, by operation of law or otherwise), transfer, sale, pledge or hypothecation or other disposition and, as a verb, voluntarily or\ninvoluntarily, directly or indirectly (whether through a change of control of the Transferor or any Person that controls the Transferor, the issuance or transfer of Equity Securities of the Transferor or any Person that controls the Transferor, by\noperation of law or otherwise), to transfer, sell, pledge or hypothecate or otherwise dispose of. The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have the\ncorrelative meanings.\n“Transfer Agent” is defined in Section 4.6(a)(iii).\n“Treasury Regulations” means pronouncements, as amended from time to time, or their successor pronouncements, which clarify,\ninterpret and apply the provisions of the Code, and which are designated as “Treasury Regulations” by the United States Department of the Treasury.\n“Units” means the units issued hereunder, including the Common Units and the Series A Preferred Units, and shall also include\nany equity security issued in respect of or in exchange for such units, whether by way of dividend or other distribution, split, recapitalization, merger, rollup transaction, consolidation, conversion or reorganization.\n“Unpaid Excess Cash Amount” shall mean the total amount of any unpaid excess cash payment amounts excused from payment as a\ndividend on Series A Preferred Stock as a result of restrictions in any financing agreements or other third party agreement to which the Company is a party or legal requirement set forth in the Certificate of Designation for the Series A Preferred\nStock.\n“Warrants” has the meaning set forth in in Section 3.1(f).\n“Winding-Up Member” is defined in Section 11.3(a).\nSection 1.2 Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless\nthe context otherwise requires:"} +{"idx": 50, "level": 3, "span": "the terms defined in Section 1.1 are applicable to the singular as well as the plural forms of such terms;\nall accounting terms not otherwise defined herein have the meanings assigned under GAAP;\n(c)all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars;\n(d)when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;\n(e)whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”;\n(f)“or” is not exclusive;\n(g)pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms; and\n(h)the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this\nAgreement."} +{"idx": 50, "level": 2, "span": "ARTICLE II"} +{"idx": 50, "level": 2, "span": "ORGANIZATION OF THE LIMITED LIABILITY COMPANY\nSection 2.1 Formation. The Company has been formed as a limited liability company subject to the provisions of the Act upon\nthe terms, provisions and conditions set forth in this Agreement.\nSection 2.2 Filing. The Company’s Certificate\nof Formation has been filed with the Secretary of State of the State of Delaware in accordance with the Act. The Members shall execute such further documents (including amendments to such Certificate of Formation) and take such further action as is\nappropriate to comply with the requirements of Law for the formation or operation of a limited liability company in Delaware and in all states and counties where the Company may conduct its business.\nSection 2.3 Name. The name of the Company is “Rosehill Operating Company, LLC” and all business of the Company\nshall be conducted in such name or, in the discretion of the Managing Member, under any other name.\nSection 2.4 Registered\nOffice; Registered Agent. The location of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, or at such other place as the Managing Member from time to time may select. The name\nand address for service of process on the Company in the State of Delaware are United Corporate Services, Inc., 874 Walker Road, Suite C, Dover, Delaware 19904, Kent County, or such other qualified Person as the Managing Member may designate from\ntime to time and its business address.\nSection 2.5 Principal Place of Business. The principal place of business of the\nCompany shall be located in such place as is determined by the Managing Member from time to time.\nSection 2.6 Purpose; Powers. The nature of the business or purposes to be\nconducted or promoted by the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act. The Company shall have the power and authority to take any and all actions and engage in any and all\nactivities necessary, appropriate, desirable, advisable, ancillary or incidental to the accomplishment of the foregoing purpose.\nSection 2.7 Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company\nwith the office of the Secretary of State of the State of Delaware in accordance with the Act and shall continue indefinitely. The Company may be dissolved and its affairs wound up only in accordance with Article XI.\nSection 2.8 Intent. It is the intent of the Members that the Company be operated in a manner consistent with its treatment\nas a “partnership” for U.S. federal and state income tax purposes. It is also the intent of the Members that the Company not be operated or treated as a “partnership” for purposes of Section 303 of the Federal Bankruptcy\nCode. Neither the Company nor any Member shall take any action inconsistent with the express intent of the parties hereto as set forth in this Section 2.8."} +{"idx": 50, "level": 2, "span": "ARTICLE III"} +{"idx": 50, "level": 2, "span": "CLOSING\nTRANSACTIONS\nSection 3.1 Transactions In Connection With the Combination Agreement.\nEffective immediately prior to the Effective Time, Tema shall contribute the Contributed Assets (as defined in the Combination Agreement) to the Company in exchange for 100% of the Equity Securities of the Company.\nImmediately following such contribution and effective as of the Effective Time, the Company will be recapitalized as set forth in this Agreement."} +{"idx": 50, "level": 2, "span": "Effective as of the Effective Time and immediately following the transactions contemplated by Section 3.1(a), and in accordance with the terms of the Combination Agreement, Rosehill will contribute,\ntransfer, assign and deliver (i) all of its right, title and interest in all of its assets, including the net proceeds of its initial public offering and the Equity Financing, and (ii) the number of shares of its Class B Common Stock as\ncontemplated under the Combination Agreement to the Company in exchange for (y) a number of Common Units equal to the number of Common Units set forth opposite its name in Exhibit A and (z) a number of Series A Preferred Units equal\nto the number of Series A Preferred Units set forth opposite its name in Exhibit A.\n(c)Effective as of the Effective Time and immediately following the transactions contemplated by Sections 3.1(a)-(b), and in accordance with the terms of the Combination Agreement, Rosehill will contribute,\ntransfer, assign and deliver the number of warrants to purchase shares of Rosehill Class A Common Stock as contemplated under the Combination Agreement to the Company (the “Tema Warrants”) in exchange for a number of\nWarrants equal to the number of Tema Warrants (as set forth in Section 3.1(f));\n(d)Effective as of the Effective Time and immediately following the transactions contemplated by Sections 3.1(a)-(c), and in accordance with the terms of the Combination Agreement, the Company will distribute cash,\nall of its shares of Class B Common Stock and the Tema Warrants to Tema in redemption of a certain number of Common Units as is set forth in the Combination Agreement.\n(e)The total number of Units issued and outstanding and held by the Members immediately following the consummation of the transactions contemplated by Sections 3.1(a)-(d) of this Agreement and the Combination\nAgreement is set forth on Exhibit A hereto (as amended from time to time in accordance with the terms of this Agreement).\n(f)Effective as of the Effective Time and immediately following the transactions contemplated by Sections 3.1(a)-(c), and prior to giving effect to Section 4.1, the Company shall issue to Rosehill a\nnumber of warrants exercisable for Common Units (the “Warrants”) in an amount equal to the number of warrants exercisable for shares of Class A Common Stock outstanding immediately prior to such issuance of Warrants pursuant to\nthis Section 3.1(e) (including, but not limited to, a number of warrants equal to the number of Tema Warrants). For the avoidance of doubt, each Warrant shall be treated as a “noncompensatory option” within the meaning of\nTreasury Regulations Sections 1.721-2(f) and 1.761-3(b)(2) and not be treated as a partnership interest pursuant to Treasury Regulations Section 1.761-3(a)."} +{"idx": 50, "level": 2, "span": "ARTICLE IV"} +{"idx": 50, "level": 2, "span": "OWNERSHIP\nAND CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS\nSection 4.1 Authorized Units; General Provisions With Respect to\nUnits."} +{"idx": 50, "level": 2, "span": "Subject to the provisions of this Agreement, the Company shall be authorized to issue from time to time such number of Units and such other Equity Securities as the Managing Member shall determine in accordance with\nSection 4.3. Each authorized Unit may be issued pursuant to such agreements as the Managing Member shall approve, including pursuant to options and warrants. The Company may reissue any Units that have been repurchased or acquired by the\nCompany."} +{"idx": 50, "level": 3, "span": "As of the date of this Agreement, the Company shall have two authorized classes of Units, consisting of units of limited liability company interests denominated as “Common Units” and “Series A\nPreferred Units.” All Common Units shall be identical and all Series A Preferred Units shall be identical.\n(c)Initially, none of the Units will be represented by certificates. If the Managing Member determines that it is in\nthe interest of the Company to issue certificates representing the Units, certificates will be issued and the Units will be represented"} +{"idx": 50, "level": 2, "span": "by those certificates, and this Agreement shall be amended as necessary or desirable to reflect the issuance of certificated Units for purposes of the Uniform Commercial Code. Nothing contained\nin this Section 4.1(c) shall be deemed to authorize or permit any Member to Transfer its Units except as otherwise permitted under this Agreement.\n(d)The total number of Units issued and outstanding and held by the Members is set forth on Exhibit A (as amended from time to time in accordance with the terms of this Agreement) as of the date set forth therein.\n(e)If at any time after the Effective Time Rosehill issues a share of its Class A Common Stock, its Series A\nPreferred Stock or any other Equity Security of Rosehill (other than shares of Class B Common Stock), (i) the Company shall concurrently issue to Rosehill one Common Unit (if Rosehill issues a share of Class A Common Stock), one Series A\nPreferred Unit (if Rosehill issues a share of Series A Preferred Stock) or such other Equity Security of the Company (if Rosehill issues Equity Securities other than Class A Common Stock or Series A Preferred Stock) corresponding to the Equity\nSecurities issued by Rosehill, and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Rosehill to be issued and\n(ii) Rosehill shall concurrently contribute to the Company the net proceeds received by Rosehill for such share of Class A Common Stock, Series A Preferred Stock or other Equity Security (including any exercise price related thereto);\nprovided, however, that if Rosehill issues any shares of Class A Common Stock in order to purchase or fund the purchase from a Member of a number of Common Units (and shares of Class B Common Stock) equal to the number of shares\nof Class A Common Stock so issued, then the Company shall not issue any new Common Units in connection therewith, Rosehill shall not be required to transfer such net proceeds to the Company, and such net proceeds shall instead be transferred to\nsuch Member as consideration for such purchase. Notwithstanding the foregoing, this Section 4.1(e) shall not apply to (i) the issuance and distribution to holders of shares of Rosehill Stock of rights to purchase Equity Securities\nof Rosehill under a “poison pill” or similar shareholders rights plan (and upon any exchange of Common Units for Class A Common Stock, such Class A Common Stock will be issued together with a corresponding right under such plan)\nor (ii) the issuance under Rosehill’s employee benefit plans of any warrants, options, other rights to acquire Equity Securities of Rosehill or rights or property that may be converted into or settled in Equity Securities of Rosehill, but\nshall in each of the foregoing cases apply to the issuance of Equity Securities of Rosehill in connection with the exercise or settlement of such rights, warrants, options or other rights or property (it being understood that Rosehill shall\ncontribute to the Company the net proceeds, if any, received by Rosehill in connection with such exercise or settlement). Except pursuant to Section 4.6, (x) the Company may not issue any additional Common Units to Rosehill or any\nof its Subsidiaries unless substantially simultaneously therewith Rosehill or such Subsidiary issues or sells an equal number of shares of Rosehill’s Class A Common Stock to another Person, (y) the Company may not"} +{"idx": 50, "level": 2, "span": "issue any additional Series A Preferred Units to Rosehill or any of its Subsidiaries unless substantially simultaneously therewith Rosehill or such Subsidiary issues or sells an equal number of\nshares of Rosehill’s Series A Preferred Stock to another Person and (z) the Company may not issue any other Equity Securities of the Company to Rosehill or any of its Subsidiaries unless substantially simultaneously Rosehill or such\nSubsidiary issues or sells, to another Person, an equal number of shares of a new class or series of Equity Securities of Rosehill or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon\nliquidation) and other economic rights as those of such Equity Securities of the Company. If at any time Rosehill issues Debt Securities, Rosehill shall transfer to the Company (in a manner to be determined by the Manager Member in its reasonable\ndiscretion) the proceeds received by Rosehill in exchange for such Debt Securities in a manner that directly or indirectly burdens the Company with the repayment of the Debt Securities. In the event any Equity Security outstanding at Rosehill\n(including the Series A Preferred Stock) is exercised or otherwise converted and, as a result, any shares of Class A Common Stock or other Equity Securities of Rosehill are issued, the corresponding Equity Security outstanding at the Company\n(including the Series A Preferred Units or the Warrants, if applicable) shall be similarly exercised or otherwise converted, as applicable, and an equivalent number of Common Units or other Equity Securities of the Company shall be issued to\nRosehill as contemplated by the first sentence of this Section 4.1(e).\n(f)Rosehill or any of its Subsidiaries may not redeem, repurchase or otherwise acquire (i) any shares of\nClass A Common Stock (including upon forfeiture of any unvested shares of Class A Common Stock) unless substantially simultaneously the Company redeems, repurchases or otherwise acquires from Rosehill or such Subsidiary an equal number of\nCommon Units for the same price per security, (ii) any shares of Series A Preferred Stock (including upon forfeiture of any unvested shares of Series A Preferred Stock) unless substantially simultaneously the Company redeems, repurchases or\notherwise acquires from Rosehill or such Subsidiary an equal number of Series A Preferred Units for the same price per security or (iii) any other Equity Securities of Rosehill, unless substantially simultaneously the Company redeems,\nrepurchases or otherwise acquires from Rosehill an equal number of Equity Securities of Rosehill of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and\nother economic rights as those of such Equity Securities of Rosehill for the same price per security. The Company may not redeem, repurchase or otherwise acquire (x) except pursuant to Section 4.6, any Common Units from Rosehill or\nany of its Subsidiaries unless substantially simultaneously Rosehill or such Subsidiary redeems, repurchases or otherwise acquires an equal number of shares of Class A Common Stock for the same price per security from holders thereof,\n(y) any Series A Preferred Units from Rosehill or any of its Subsidiaries unless substantially simultaneously Rosehill or such Subsidiary redeems, repurchases or otherwise acquires an equal number of shares of Series A Preferred Stock for the\nsame price per security from holders thereof or (z) any other Equity Securities of the Company from Rosehill\nor any of its Subsidiaries unless substantially simultaneously Rosehill or such Subsidiary redeems, repurchases or otherwise acquires for the same price per security an equal number of Equity\nSecurities of Rosehill of a corresponding class or series with substantially the same rights to dividends and distributions (including distribution upon liquidation) and other economic rights as those of such Equity Securities of Rosehill.\nNotwithstanding the foregoing, to the extent that any consideration payable by Rosehill in connection with the redemption or repurchase of any shares of Class A Common Stock, Series A Preferred Stock or other Equity Securities of Rosehill or\nany of its Subsidiaries consists (in whole or in part) of shares of Class A Common Stock, Series A Preferred Stock or such other Equity Securities (including, for the avoidance of doubt, in connection with the cashless exercise of an option or\nwarrant), then the redemption or repurchase of the corresponding Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.\n(g)The Company shall not in any manner effect any subdivision (by any equity split, equity distribution, reclassification, recapitalization or otherwise) or combination (by reverse equity split, reclassification,\nrecapitalization or otherwise) of the outstanding Units or any class thereof unless accompanied by an identical subdivision or combination, as applicable, of the outstanding Rosehill Stock or applicable class thereof, with corresponding changes made\nwith respect to any other exchangeable or convertible securities. Rosehill shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split,\nreclassification, recapitalization or otherwise) of the outstanding Rosehill Stock or any class thereof unless accompanied by an identical subdivision or combination, as applicable, of the outstanding Units or applicable class thereof, with\ncorresponding changes made with respect to any other exchangeable or convertible securities.\nSection 4.2 Voting\nRights. No Member has any voting right except with respect to those matters specifically reserved for a Member vote under the Act and for matters expressly requiring the approval of Members under this Agreement. Except as otherwise required\nby the Act, each Unit will entitle the holder thereof to one vote on all matters to be voted on by the Members. Except as otherwise expressly provided in this Agreement, the holders of Common Units having voting rights will vote together as a single\nclass on all matters to be approved by the Members.\nSection 4.3 Capital Contributions; Unit Ownership."} +{"idx": 50, "level": 3, "span": "Capital Contributions. Each Member named on Exhibit A shall be credited with the Closing Date Capital Account Balance set forth on Exhibit A in respect of its Interest specified thereon. Except as\notherwise set forth in Section 4.1(e), no Member shall be required to make additional Capital Contributions."} +{"idx": 50, "level": 3, "span": "Issuance of Additional Units or Interests. Except as otherwise expressly provided in this Agreement\nincluding but not limited to Section 4.1, the Managing Member"} +{"idx": 50, "level": 4, "span": "shall have the right to authorize and cause the Company to issue on such terms (including price) as may be determined by the Managing Member (i) additional Units or other Equity Securities\nin the Company (including creating preferred interests or other classes or series of interests having such rights, preferences and privileges as determined by the Managing Member, which rights, preferences and privileges may be senior to the Units),\nand (ii) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable for Units or other Equity Securities in the Company; provided that, at any time following the date hereof, in each case the\nCompany shall not issue Equity Securities in the Company to any Person unless such Person shall have executed a counterpart to this Agreement and all other documents, agreements or instruments deemed necessary or desirable in the discretion of the\nManaging Member. Upon such issuance and execution, such Person shall be admitted as a Member of the Company. In that event, the Managing Member shall amend Exhibit A to reflect such additional issuances. Subject to Section 12.1,\nthe Managing Member is hereby authorized to amend this Agreement to set forth the designations, preferences, rights, powers and duties of such additional Units or other Equity Securities in the Company, or such other amendments that the Managing\nMember determines to be otherwise necessary or appropriate in connection with the creation, authorization or issuance of, any class or series of Units or other Equity Securities in the Company pursuant to this Section 4.3(b).\nNotwithstanding the foregoing, the Managing Member shall have the right to amend this Agreement as set forth in this sentence without the approval of any other Person (including any Member) and notwithstanding any other provision of this Agreement\n(including Section 12.1) if such amendment is necessary in order to consummate any offering of shares of Rosehill Stock or other Equity Securities of Rosehill provided that the designations, preferences, rights, powers and duties of any\nsuch additional Units or other Equity Securities of the Company as set forth in such amendment are substantially similar to those applicable to such shares of Rosehill Stock or other Equity Securities of Rosehill.\nSection 4.4 Capital Accounts. A Capital Account shall be maintained for each Member in accordance with the provisions of\nTreasury Regulations Section 1.704-1(b)(2)(iv) and, to the extent consistent with such regulations, the other provisions of this Agreement. The Capital Account balance of each of the Members as of the date hereof is its respective Closing Date\nCapital Account Balance set forth on Exhibit A. Thereafter, each Member’s Capital Account shall be (a) increased by (i) allocations to such Member of Profits pursuant to Section 5.1 and any other items of income or\ngain allocated to such Member pursuant to Section 5.2, (ii) the amount of additional cash or the initial Gross Asset Value of any asset (net of any Liabilities assumed by the Company and any Liabilities to which the asset is\nsubject) contributed to the Company by such Member, and (iii) any other increases allowed or required by Treasury Regulations Section 1.704-1(b)(2)(iv), and (b) decreased by (i) allocations to such Member of Losses pursuant to\nSection 5.1 and any other items of deduction or loss allocated to such Member pursuant to the provisions of Section 5.2, (ii) the amount of any cash or the Gross Asset Value of any asset (net of any Liabilities assumed\nby the Member and any Liabilities to which the asset is subject) distributed to such Member, and (iii) any other decreases allowed or required by Treasury Regulations Section 1.704-1(b)(2)(iv). In the event of a Transfer of Units made in\naccordance with this Agreement, the Capital Account of the Transferor that is attributable to the Transferred Units shall carry over to the Transferee Member in accordance with the provisions of\nTreasury Regulations Section 1.704-1(b)(2)(iv)(l). For the avoidance of doubt, any distribution/issuance of Series A Preferred Units to Rosehill pursuant to Section 6.1(a)(i) shall be treated as: (i) a distribution of\ncash in an amount that would apply if payment were made in cash rather than Series A Preferred Units; and (ii) a contribution of the amount described in clause (i) to the Company in exchange for the Series A Preferred Units issued.\nSection 4.5 Other Matters.\nNo Member shall demand or receive a return on or of its Capital Contributions or withdraw from the Company without the consent of the Managing Member. Under circumstances requiring a return of any Capital Contributions,\nno Member has the right to receive property other than cash."} +{"idx": 50, "level": 2, "span": "No Member shall receive any interest, salary, compensation, draw or reimbursement with respect to its Capital Contributions or its Capital Account, or for services rendered or expenses incurred on behalf of the Company\nor otherwise in its capacity as a Member, except as otherwise provided in Section 7.9 or otherwise contemplated by this Agreement.\n(c)The Liability of each Member shall be limited as set forth in the Act and other applicable Law and, except as expressly set forth in this Agreement or required by Law, no Member (or any of its Affiliates) shall be\npersonally liable, whether to the Company, to any of the other Members, to the creditors of the Company, or to any other third party, for any debt or Liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being\na Member of the Company.\n(d)Except as otherwise required by the Act, a Member shall not be required to restore a deficit balance in its Capital Account, to lend any funds to the Company or, except as otherwise set forth herein, to make any\nadditional contributions or payments to the Company.\n(e)The Company shall not be obligated to repay any Capital Contributions of any Member.\nSection 4.6 Exchange of Common Units."} +{"idx": 50, "level": 4, "span": "(i) Each of the Members (other than Rosehill) shall be entitled to cause the Company to redeem, at any time and from time to time, all or any portion of such Member’s Common Units (together with the transfer and\nsurrender of the same number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock (an “Exchange”) or, at the Company’s election made in accordance with\nSection 4.6(a)(iv), cash equal to the Cash Election Amount calculated with respect to such Exchange, upon the terms and subject to the conditions set forth in this Section 4.6 and in Section 6.2(b). Upon the\nExchange by a Member of all of its Common Units, if the Member does not hold any other Units, such Member shall, for the avoidance of doubt, cease to be a Member of the Company.\n(ii)Each exchanging Member (the “Exchanging Member”) shall be permitted to effect a redemption of Common Units pursuant to Section 4.6(a)(i) that involves less than 1,500,000 Common Units no\nmore frequently than (i) six times per calendar year and (ii) no more than two times per calendar quarter; provided, however, that if an Exchanging Member provides an Exchange Notice with respect to all of the Common Units held by\nsuch Exchanging Member, such Exchange may occur at any time, subject to this Section 4.6; provided, further, that the Managing Member may, in its sole discretion and at any time, permit any Member to effect a redemption of a\nlesser number of Common Units.\n(iii)In order to exercise the redemption right under Section 4.6(a)(i), the Exchanging Member shall provide written notice (the “Exchange Notice”) to the Company, with a copy to Rosehill (the\ndate of delivery of such Exchange Notice, the “Exchange Notice Date”), stating (i) the number of Common Units (together with the transfer and surrender of an equal number of shares of Class B Common Stock) the Exchanging Member\nelects to have the Company redeem, (ii) if the shares of Class A Common Stock to be received are to be issued other than in the name of the Exchanging Member, the name(s) of the Person(s) in whose name or on whose order the shares of\nClass A Common Stock are to be issued, and (iii) if the Exchanging Member requires the Exchange to take place on a specific date, such date, provided that, any such specified date shall not be earlier than the date that would otherwise\napply pursuant to clause (i) of the definition of Exchange Date. If the Common Units to be redeemed (or the shares of Class B Common Stock to be transferred and surrendered) by the Exchanging Member are represented by a certificate or\ncertificates, prior to the Exchange Date, the Exchanging Member shall also present and surrender such certificate or certificates representing such Common Units (or shares of Class B Common Stock) during normal business hours at the principal\nexecutive offices of the Company, or if any agent for the registration or transfer of Class A Common Stock is then duly appointed and acting (the “Transfer Agent”), at the office of the Transfer Agent. If required by the\nManaging Member, any certificate for Common Units and any certificate for shares of Class B Common Stock (in each case, if certificated) surrendered to the Company hereunder shall be accompanied by instruments of transfer, in forms reasonably\nsatisfactory to the Managing Member and the Transfer Agent, duly executed by the Exchanging Member or the Exchanging Member’s duly authorized representative.\n(iv)Upon receipt of an Exchange Notice, the Company shall be entitled to elect (a “Cash Election”)\nto settle the Exchange by delivering to the Exchanging Member, in lieu of the applicable number of shares of Class A\nCommon Stock that would be received in such Exchange, an amount of cash equal to the Cash Election Amount for such Exchange. In order to make a Cash Election with respect to an Exchange, the\nCompany must provide written notice of such election to the Exchanging Member (with a copy to Rosehill) prior to 1:00 p.m., Houston time, on the second Business Day after the Exchange Notice Date. If the Company fails to provide such written notice\nprior to such time, it shall not be entitled to make a Cash Election with respect to such Exchange.\n(v)For U.S. federal income (and applicable state and local) tax purposes, each of the Exchanging Member, the Company and Rosehill, as the case may be, agree to treat each Exchange and, in the event Rosehill exercises its\nCall Right, each transaction between the Exchanging Member and Rosehill, as a sale of the Exchanging Member’s Common Units (together with the same number of shares of Class B Common Stock) to Rosehill in exchange for shares of Class A\nCommon Stock or cash, as applicable."} +{"idx": 50, "level": 4, "span": "(i) The Exchange shall be completed on the Exchange Date; provided that the Company, Rosehill and the Exchanging Member may change the number of Common Units specified in the Exchange Notice as to be redeemed\nand/or the Exchange Date to another number and/or date by unanimous agreement signed in writing by each of them; provided further that an Exchange Notice may specify that the Exchange is to be contingent (including as to timing) upon the\nconsummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of the shares of Class A Common Stock into which the Common Units are redeemable, or the closing of an announced merger,\nconsolidation or other transaction or event in which the shares of Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property, provided that the foregoing shall not\napply to any Exchange with respect to which the Company has made a valid Cash Election; provided further, that the Exchange Date may be moved to a later date to the extent Rosehill reasonably determines is necessary for, and the Company,\nRosehill and the Exchanging Member shall take any action reasonably necessary to cause, the Exchange and any subsequent sale of Class A Common Stock resulting therefrom to be in compliance with applicable securities Law. Provided the Company\nhas not made a valid Cash Election, the Exchanging Member may retract its Exchange Notice by giving written notice (the “Retraction Notice”) to the Company (with a copy to Rosehill) at any time prior to the Exchange Date. The timely\ndelivery of a Retraction Notice shall terminate all of the Exchanging Member’s, the Company’s and Rosehill’s rights and obligations arising from the retracted Exchange Notice.\n(ii)Unless the Exchanging Member has timely delivered a Retraction Notice as provided in\nSection 4.6(b)(i) or Rosehill has elected its Call Right"} +{"idx": 50, "level": 3, "span": "pursuant to Section 4.6(f), on the Exchange Date (to be effective immediately prior to the close of business on the Exchange Date) (A) the Exchanging Member shall transfer and\nsurrender the Common Units to be redeemed (and a corresponding number of shares of Class B Common Stock) to the Company, in each case free and clear of all liens and encumbrances, (B) Rosehill shall contribute to the Company the consideration\nthe Exchanging Member is entitled to receive under Section 4.6(a)(i), (C) the Company shall (x) cancel the redeemed Common Units, (y) transfer to the Exchanging Member the consideration the Exchanging Member is entitled to\nreceive under Section 4.6(a)(i), and (z) if the Common Units are certificated, issue to the Exchanging Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced\nby the certificate surrendered by the Exchanging Member pursuant to clause (ii)(A) of this Section 4.6(b) and the number of redeemed Common Units, (D) the Company shall issue to Rosehill a number of Common Units equal to the number\nof Common Units surrendered by the Exchanging Member and (E) Rosehill shall cancel the surrendered shares of Class B Common Stock. Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company makes a\nvalid Cash Election, Rosehill shall only be obligated to contribute to the Company an amount in cash equal to the net proceeds (after deduction of any underwriters’ discounts or commissions and brokers’ fees or commissions) from the sale\nby Rosehill of a number of shares of Class A Common Stock equal to the number of Common Units to be redeemed with such cash; provided that Rosehill’s Capital Account shall be increased by an amount equal to any such discounts,\ncommissions and fees relating to such sale of shares of Class A Stock in accordance with Section 7.9; provided further, that the contribution of such net proceeds shall in no event affect the Exchanging Member’s right to\nreceive the Cash Election Amount.\n(c)If (i) there is any reclassification, reorganization, recapitalization or other similar transaction pursuant\nto which the shares of Class A Common Stock are converted or changed into another security, securities or other property (other than as a result of a subdivision or combination or any transaction subject to Section 4.1(g)), or\n(ii) Rosehill, by dividend or otherwise, distributes to all holders of the shares of Class A Common Stock evidences of its Indebtedness or assets, including securities (including shares of Class A Common Stock and any rights, options\nor warrants to all holders of the shares of Class A Common Stock to subscribe for or to purchase or to otherwise acquire shares of Class A Common Stock, or other securities or rights convertible into, exchangeable for or exercisable for\nshares of Class A Common Stock) but excluding any cash dividend or distribution as well as any such distribution of Indebtedness or assets received by Rosehill from the Company in respect of the Units, then upon any subsequent Exchange, in\naddition to the shares of Class A Common Stock or the Cash Election Amount, as applicable, each Member shall be entitled to receive the amount of such security, securities or other property that such Member would"} +{"idx": 50, "level": 3, "span": "have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization, other similar transaction, dividend or other\ndistribution, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification,\nrecapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any\nreclassification, reorganization, recapitalization or other similar transaction in which the shares of Class A Common Stock are converted or changed into another security, securities or other property, or any dividend or distribution (other\nthan an excluded dividend or distribution, as described above), this Section 4.6 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Units held by\nthe Members and their Permitted Transferees as of the date hereof, as well as any Units hereafter acquired by a Member and his or her or its Permitted Transferees.\n(d)Rosehill shall at all times keep available, solely for the purpose of issuance upon an Exchange, out of its authorized but unissued shares of Class A Common Stock or other Equity Securities, such number of shares\nof Class A Common Stock that shall be issuable upon the Exchange of all outstanding Common Units (other than those Common Units held by Rosehill or any Subsidiary of Rosehill); provided, that nothing contained herein shall be construed\nto preclude Rosehill from satisfying its obligations with respect to an Exchange by delivery of cash pursuant to a Cash Election or shares of Class A Common Stock or other Equity Securities that are held in the treasury of Rosehill. Rosehill\ncovenants that all shares of Class A Common Stock and other Equity Securities that shall be issued upon an Exchange shall, upon issuance thereof, be validly issued, fully paid and non-assessable. In addition, for so long as the shares of\nClass A Common Stock or other Equity Securities are listed on a National Securities Exchange, Rosehill shall use its reasonable best efforts to cause all shares of Class A Common Stock and such other Equity Securities issued upon an\nExchange to be listed on such National Securities Exchange at the time of such issuance.\n(e)The issuance of shares of Class A Common Stock or other Equity Securities upon an Exchange shall be made without charge to the Exchanging Member for any stamp or other similar tax in respect of such issuance;\nprovided, however, that if any such shares of Class A Common Stock or other Equity Securities are to be issued in a name other than that of the Exchanging Member, then the Person or Persons in whose name the shares are to be\nissued shall pay to Rosehill the amount of any tax that may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of Rosehill that such tax has been paid or is not payable.\n(f)(i) Notwithstanding anything to the contrary in this Section 4.6, but subject to\nSection 4.6(g), an Exchanging Member shall be deemed to have offered to sell its Common Units as described in the Exchange Notice to Rosehill, and Rosehill"} +{"idx": 50, "level": 4, "span": "may, in its sole discretion, by means of delivery of Call Election Notice in accordance with, and subject to the terms of, this Section 4.6(f), elect to purchase directly and acquire\nsuch Common Units (together with the transfer and surrender of the same number of shares of Class B Common Stock) on the Exchange Date by paying to the Exchanging Member (or, on the Exchanging Member’s written order, its designee), that number\nof shares of Class A Common Stock the Exchanging Member (or its designee) would otherwise receive pursuant to Section 4.6(a)(i) or, at Rosehill’s election, an amount of cash equal to the Cash Election Amount of such shares of\nClass A Common Stock (the “Call Right”), whereupon Rosehill shall acquire the Common Units offered for exchange by the Exchanging Member (together with the transfer and surrender of the same number of shares of Class B Common\nStock) and shall be treated for all purposes of this Agreement as the owner of such Common Units and shares of Class B Common Stock.\n(ii)Rosehill may, at any time prior to the Exchange Date, in its sole discretion deliver written notice (a “Call Election Notice”) to the Company and the Exchanging Member setting forth its election to\nexercise its Call Right. A Call Election Notice may be revoked by Rosehill at any time; provided that any such revocation does not prejudice the ability of the parties to consummate an Exchange on the Exchange Date. Except as otherwise\nprovided by this Section 4.6(f), an exercise of the Call Right shall be consummated pursuant to the same timeframe and in the same manner as the relevant Exchange would have been consummated if Rosehill had not delivered a Call Election\nNotice.\n(g)In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to shares of Class A Common Stock (a “Rosehill Offer”) is\nproposed by Rosehill or is proposed to Rosehill or its stockholders and approved by the board of directors of Rosehill or is otherwise effected or to be effected with the consent or approval of the board of directors of Rosehill, the Members (other\nthan Rosehill) shall be permitted to participate in such Rosehill Offer by delivery of a contingent Exchange Notice in accordance with the second proviso of the first sentence of Section 4.6(b)(i). In the case of a Rosehill Offer\nproposed by Rosehill, Rosehill will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Members to participate in such Rosehill Offer\nto the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided that, without limiting the generality of this sentence, Rosehill will use its reasonable best\nefforts expeditiously and in good faith to ensure that such Members may participate in each such Rosehill Offer without being required to redeem Common Units (or, if so required, to ensure that any such redemption pursuant to an Exchange shall be\neffective only upon, and shall be conditional upon, the closing of such Rosehill Offer). In no event shall Members participating in a Rosehill Offer pursuant to this Section 4.6(g) be entitled to receive in such Rosehill Offer aggregate\nconsideration for each Common Unit that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Rosehill Offer.\n(h)No Exchange shall impair the right of the Exchanging Member to receive any distributions payable on the Common Units redeemed pursuant to such Exchange in respect of a record date that occurs prior to the Exchange Date\nfor such Exchange. For the avoidance of doubt, no Exchanging Member, or a Person designated by an Exchanging Member to receive shares of Class A Common Stock, shall be entitled to receive, with respect to such record date, distributions or\ndividends both on Common Units redeemed by the Company from such Exchanging Member and on shares of Class A Common Stock received by such Exchanging Member, or other Person so designated, if applicable, in such Exchange.\n(i)Any Common Units acquired by the Company under this Section 4.6 and transferred by the Company to Rosehill shall remain outstanding and shall not be cancelled as a result of their acquisition by the Company.\nNotwithstanding any other provision of this Agreement, Rosehill shall be automatically admitted as a member of the Company with respect to any Common Units or other Equity Securities in the Company it receives under this Agreement (including under\nthis Section 4.6 in connection with any Exchange)."} +{"idx": 50, "level": 2, "span": "ARTICLE V"} +{"idx": 50, "level": 2, "span": "ALLOCATIONS OF PROFITS AND LOSSES\nSection 5.1 Profits and Losses."} +{"idx": 50, "level": 2, "span": "Following any allocations under Section 5.2 and prior to any allocations under Section 5.1(b), items of gross income and gain shall be allocated to Rosehill in respect of its Series A Preferred\nUnits until the cumulative amount of items of income and gain so allocated to Rosehill for the current and all prior Fiscal Years or other relevant periods equals the sum of (i) the cumulative amount of distributions received by Rosehill\npursuant to Section 6.1(a)(i) in respect of the Series A Preferred Units for the current and all prior Fiscal Years or other relevant periods, plus (ii) the sum of the accrued and unpaid dividends and Unpaid Excess Cash Amounts on\nall of the outstanding shares of Series A Preferred Stock as of the end of the current Fiscal Year or other relevant period. For purposes of clause (i) above, any issuance/distribution of Series A Preferred Units to Rosehill with respect to its\nSeries A Preferred Units pursuant to Section 6.1(a)(i) shall be treated as a distribution of cash in an amount that would apply if payment were made in cash rather than Series A Preferred Units followed by an immediate contribution of\nsuch amount of cash to the Company in exchange for Series A Preferred Units."} +{"idx": 50, "level": 2, "span": "After giving effect to the allocations under Section 5.1(a), Section 5.2 and subject to\nSection 5.5, Profits and Losses (and, to the extent determined by the Managing"} +{"idx": 50, "level": 3, "span": "Member to be necessary and appropriate to achieve the resulting Capital Account balances described below, any allocable items of income, gain, loss, deduction or credit includable in the\ncomputation of Profits and Losses) for each Fiscal Year or other taxable period shall be allocated among the Members during such Fiscal Year or other taxable period in a manner such that, after giving effect to the allocations set forth in\nSection 5.1(a) and Section 5.2 and all distributions through the end of such Fiscal Year or other taxable period, the Capital Account balance of each Member, immediately after making such allocation, is, as nearly as\npossible, equal to (i) the amount such Member would receive pursuant to Section 11.3(b)(iii) if all assets of the Company on hand at the end of such Fiscal Year or other taxable period were sold for cash equal to their Gross Asset\nValues, all liabilities of the Company were satisfied in cash in accordance with their terms (limited with respect to each Nonrecourse Liability to the Gross Asset Value of the assets securing such liability), and all remaining or resulting cash was\ndistributed, in accordance with Section 11.3(b), to the Members immediately after making such allocation, minus (ii) such Member’s share of Company Minimum Gain and Member Minimum Gain, computed immediately prior to the\nhypothetical sale of assets, and the amount any such Member is treated as obligated to contribute to the Company, computed immediately after the hypothetical sale of assets.\nSection 5.2 Special Allocations.\nNonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members pro rata in proportion to their Units. The amount of Nonrecourse Deductions for a Fiscal Year or other\ntaxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable\nperiod of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(d)."} +{"idx": 50, "level": 2, "span": "Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Member who bears economic risk of loss with respect to the Member Nonrecourse Debt to which such Member\nNonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bears the economic risk of loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such\nMember Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations\nSection 1.704-2(i) and shall be interpreted consistently therewith.\n(c)Notwithstanding any other provision of this Agreement to the contrary, if there is a net decrease in Company\nMinimum Gain during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a"} +{"idx": 50, "level": 2, "span": "prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this\nSection 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period in an amount equal to such Member’s share of the net decrease in Company Minimum Gain during\nsuch year (as determined pursuant to Treasury Regulations Section 1.704-2(g)(2)). This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently\ntherewith.\n(d)Notwithstanding any other provision of this Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain during any Fiscal Year or other taxable period (or if there was a net decrease\nin Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 5.2(d)), each Member shall be\nspecially allocated items of Company income and gain for such year in an amount equal to such Member’s share of the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is\nintended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.\n(e)Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such\nallocation would cause such Member to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Losses and other items of loss and expense in\nexcess of the limitation set forth in this Section 5.2(e) shall be allocated to the Members who do not have an Adjusted Capital Account Deficit in proportion to their relative positive Capital Accounts but only to the extent that such\nLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit.\n(f)Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event any Member unexpectedly receives any adjustment, allocation or distribution described\nin paragraph (4), (5) or (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other\ntaxable period) shall be specially allocated to such Member in an amount and manner sufficient to eliminate any Adjusted Capital Account Deficit of that Member as quickly as possible; provided that an allocation pursuant to this\nSection 5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this\nSection 5.2(f) were not in this Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently\ntherewith.\n(g)If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and\n(ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income, gain and\nSimulated Gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its Capital Account\nin excess of such sum after all other allocations provided for in this Article V have been made as if Section 5.2(f) and this Section 5.2(g) were not in this Agreement.\n(h)To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or\n1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital\nAccounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury\nRegulations Section 1.704-1(b)(2)(iv)(m)(2) if such section applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.\n(i)Simulated Depletion for each Depletable Property, and Simulated Loss upon the Disposition of a Depletable Property, shall be allocated among the Members in proportion to their shares of the Simulated Basis in such\nproperty.\n(j)The allocations set forth in Sections 5.2(a) through 5.2(i) (the “Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulations Sections\n1.704-1(b) and 1.704-2. Notwithstanding any other provision of this Article V (other than the Regulatory Allocations), the Regulatory Allocations (and anticipated future Regulatory Allocations) shall be taken into account in allocating other\nitems of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount that would have been\nallocated to each such Member if the Regulatory Allocations had not occurred. This Section 5.2(j) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of\nthe Regulatory Allocations and shall be interpreted in a manner consistent therewith.\nSection 5.3 Allocations\nfor Tax Purposes in General."} +{"idx": 50, "level": 2, "span": "Except as otherwise provided in this Section 5.3, each item of income, gain, loss and deduction of the Company for U.S. federal income tax purposes shall be allocated among the Members in the same manner as\nsuch item is allocated under Sections 5.1 and 5.2."} +{"idx": 50, "level": 3, "span": "In accordance with Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Gross Asset Values), items\nof income, gain, loss and deduction with respect to any Company property having a Gross Asset Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among\nthe Members to account for any such difference using such method or methods determined by the Managing Member to be appropriate and in accordance with the applicable Treasury Regulations; provided that the Managing Member will use the\n“traditional method with curative allocations” (provided, however, that curative allocation to correct ceiling rule limitations attributable to a property shall be limited to gains from the sale of such property) under Treasury Regulation\nSection 1.704-3(c) with respect to the assets contributed by Tema to the Company pursuant to the Combination Agreement including, for the avoidance of doubt: (i) with respect to the difference between Gross Asset Value and adjusted U.S.\nfederal income tax basis for such assets; and (ii) with respect to increases or decreases in the Gross Asset Value as adjusted pursuant to a revaluation of such assets pursuant to clause (b) of the definition of Gross Asset Value. For the\navoidance of doubt, the method applied under Section 704(c) for purposes of Section 5.4(a) shall be the same method specified for the relevant asset under this Section 5.3(b).\n(c)Any recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions\n(taking into account the effect of remedial allocations) to the extent the Member is allocated gain from the sale or disposition of the property.\n(d)Allocations pursuant to this Section 5.3 are solely for purposes of U.S. federal, state and local taxes and shall not affect or in any way be taken into account in computing any Member’s Capital Account\nor share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.\n(e)If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company (including the conversion of the Series A Preferred Units hereunder), a Capital Account reallocation is required under\nTreasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).\nSection 5.4 Income Tax Allocations with Respect to Depletable Properties.\nCost and percentage depletion deductions with respect to any Depletable Property shall be computed separately by\nthe Members rather than the Company pursuant to Section 613A(c)(7)(D) of the Code. Except as otherwise required by Section"} +{"idx": 50, "level": 2, "span": "704(c) of the Code (which for the avoidance of doubt shall be applied using the method specified for the relevant asset under Section 5.3(b)) and Treasury Regulation\nSection 1.613A-3(e)(5), for purposes of such computations, the federal income tax basis of each Depletable Property shall be allocated to each Member pro rata, in accordance with the number of Units owned by such Member as of the time such\nDepletable Property is acquired by the Company (and any additions to such federal income tax basis resulting from expenditures required to be capitalized in such basis shall be allocated among the Members in a manner designed to cause the\nMembers’ proportionate shares of such adjusted federal income tax basis to be in accordance with their proportionate ownership of Units as determined at the time of any such additions), and shall be reallocated among the Members pro rata, in\naccordance with the number of Units owned by such Member as determined immediately following the occurrence of an event giving rise to an adjustment to the Gross Asset Values of the Company’s Depletable Properties pursuant to clause (b) of\nthe definition of Gross Asset Value. The Company shall inform each Member of such Member’s allocable share of the federal income tax basis of each Depletable Property promptly following the acquisition of such Depletable Property by the\nCompany, any adjustment resulting from expenditures required to be capitalized in such basis, and any reallocation of such basis as provided in the previous sentence, together with such other information that a Member may reasonably request in\nconnection with the Member’s (or its direct or indirect owner) obligation to file its U.S. federal, state or local income tax returns. All such information shall be provided in electronic format at such time and from time to time as reasonably\nrequested by the Member.\nFor purposes of the separate computation of gain or loss by each Member on the taxable disposition of Depletable Property, the amount realized from such disposition shall be allocated (i) first, to the Members in\nan amount equal to the Simulated Basis in such Depletable Property in proportion to their allocable shares thereof and (ii) second, any remaining amount realized shall be allocated consistent with the allocation of Simulated Gains.\n(c)The allocations described in this Section 5.4 are intended to be applied in accordance with the Members’ “interests in partnership capital” under Section 613A(c)(7)(D) of the Code;\nprovided that the Members understand and agree that the Managing Member may authorize special allocations of federal income tax basis, income, gain, deduction or loss, as computed for U.S. federal income tax purposes, in order to eliminate\ndifferences between Simulated Basis and adjusted federal income tax basis with respect to Depletable Properties, in such manner as determined consistent with the principles outlined in Section 5.3(b). The provisions of this\nSection 5.4(c) and the other provisions of this Agreement relating to allocations under Code Section 613A(c)(7)(D) are intended to comply with Treasury Regulations Section 1.704-1(b)(4)(v) and shall be interpreted and applied\nin a manner consistent with such Treasury Regulations.\n(d)Each Member, with the assistance of the Company, shall separately keep records of its share of the adjusted tax basis in each Depletable Property, adjust such share of the adjusted tax basis for any cost or percentage\ndepletion allowable with respect to such property and use such adjusted tax basis in the computation of its cost depletion or in the computation of its gain or loss on the disposition of such property by the Company. Upon the reasonable request of\nthe Company, each Member shall advise the Company of its adjusted tax basis in each Depletable Property and any depletion computed with respect thereto, both as computed in accordance with the provisions of this subsection for purposes of allowing\nthe Company to make adjustments to the tax basis of its assets as a result of certain transfers of interests in the Company or distributions by the Company. The Company may rely on such information and, if it is not provided by the Member, may make\nsuch reasonable assumptions as it shall determine with respect thereto.\n(e)The Simulated Basis of each Depletable Property shall be allocated to each Member pro rata, in accordance with the number of Units owned by such Member as of the time such Depletable Property is acquired by the Company\n(and any additions to such Simulated Basis resulting from expenditures required to be capitalized in such Simulated Basis shall be allocated among the Members in a manner designed to cause the Members’ proportionate shares of such Simulated\nBasis to be in accordance with their proportionate ownership of Units as determined at the time of any such additions), and shall be reallocated among the Members pro rata, in accordance with the number of Units owned by such Member as determined\nimmediately following the occurrence of an event giving rise to an adjustment to the Gross Asset Values of the Company’s Depletable Properties pursuant to clause (b) of the definition of Gross Asset Value.\nSection 5.5 Other Allocation Rules."} +{"idx": 50, "level": 3, "span": "The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members hereby\nagree to be bound by the provisions of this Article V in reporting their share of Company income and loss for income tax purposes."} +{"idx": 50, "level": 2, "span": "The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections 5.1, 5.2, 5.3 and\n5.4 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines, in its sole discretion, on advice of tax counsel to the Company (and after\nconsultation with Tema for so long as it holds at least 20% of the then-outstanding Common Units), that the application of the provisions in Sections 4.4, 5.1, 5.2, 5.3 or 5.4 would result in non-compliance with\nthe Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisions.\n(c)All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Transferor and the Transferee based on the portion of the\nFiscal Year or other taxable period during which each was recognized as the owner of such interest, without regard to the results of Company operations during any particular portion of that year and without regard to whether cash distributions were\nmade to the Transferor or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the Treasury Regulations thereunder.\n(d)The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Members in any\nmanner determined by the Managing Member and permissible under the Treasury Regulations; provided, however, that with respect to liabilities assumed by the Company from Tema in connection with contribution of properties by Tema\npursuant to the Combination Agreement or to which assets contributed by Tema to the Company pursuant to the Combination Agreement were subject, such liabilities to the extent they are excess nonrecourse liabilities shall be allocated under Treasury\nRegulation Section 1.752-3(a) to Tema up to the amount of the built-in gain that is allocable to Tema under Section 704(c) of the Code for such assets to the extent such built-in gain exceeds the gain allocated under Treasury Regulation\nSection 1.752-3(a)(2) with respect to such assets.\nSection 5.6 Tax Consolidation."} +{"idx": 50, "level": 3, "span": "If the Company is treated as a member of a consolidated, combined, or unitary group for any tax purpose with any Member or an Affiliate thereof (a “Consolidated Group”), such Member shall cause one of\nthe members of such Consolidated Group other than the Company to be the reporting or parent entity for any tax return of such Consolidated Group (the “Reporting Member”) and pay the tax liability due with respect to such\nConsolidated Group.\nThe Members agree that the Company shall promptly reimburse the Reporting Member for any Applicable Tax (defined\nbelow) paid by or on behalf of the Reporting Member or any other member of such Consolidated Group; provided, however, that the Members agree that (a) any such Applicable Tax shall be considered as paid on behalf of the Company for U.S. federal\nincome tax purposes, (b) except as provided in clause (c) below, the Company shall deduct for U.S. federal income tax purposes one hundred percent (100%) of the Applicable Tax, and (d) in the event that it is determined, pursuant\nto a final determination as defined in Section 1313 of the Code, that all or a portion of such deduction may be properly claimed by the Reporting Member, its Affiliate or any other member of the Consolidated Group, but not the Company, the\nCompany shall reimburse the Reporting Member only for the after-tax cost of such payment of Applicable Tax. With respect to any tax of a Consolidated Group of which the Company is a member, the “Applicable Tax” shall be equal to the tax of\nthe"} +{"idx": 50, "level": 2, "span": "Consolidated Group that the Company would have paid if it had computed its tax liability for the applicable period on a separate entity basis (rather than as a member of the Consolidated Group).\nExcept as provided in this Section 5.6 with respect to the amount of such Consolidated Group’s tax that the Company is required to reimburse the Reporting Member, the Reporting Member shall indemnify and hold the Company harmless\nfrom and against any and all taxes of the Consolidated Group."} +{"idx": 50, "level": 2, "span": "ARTICLE VI"} +{"idx": 50, "level": 2, "span": "DISTRIBUTIONS\nSection 6.1 Distributions."} +{"idx": 50, "level": 2, "span": "Distributions.\n(i)Immediately prior to the time that any cash dividends are to be paid by Rosehill with respect to the Series A Preferred Stock, the Company shall make a cash distribution to Rosehill with respect to the Series A\nPreferred Units in an amount equal to such cash dividends to be paid by Rosehill with respect to the Series A Preferred Stock. At the time that any dividends are to be paid in kind by Rosehill with respect to the Series A Preferred Stock through the\nissuance of additional shares of Series A Preferred Stock, the Company shall issue additional Series A Preferred Units to Rosehill in a number equal to the number of shares of Series A Preferred Stock being distributed by Rosehill with respect to\nthe Series A Preferred Stock.\n(ii)To the extent permitted by applicable Law and hereunder, and after making provision for distributions under\nSection 6.1(a)(i) and Section 6.2, except as otherwise provided in Section 11.3, distributions to Members may be declared by the Managing Member out of funds legally available therefor in such amounts and on such\nterms (including the payment dates of such distributions) as the Managing Member shall determine using such record date as the Managing Member may designate; any such distribution shall be made to the Members as of the close of business on such\nrecord date on a pro rata basis (except that, for the avoidance of doubt, distributions described in Section 6.1(a)(i), the distributions described in the last sentence of this Section 6.1(a)(ii), repurchases or redemptions\nmade in accordance with Section 4.1(f) or Section 4.6 or payments made in accordance with Section 7.4 or Section 7.9 need not be on a pro rata basis), in accordance with the number of Common Units\nowned by each Member as of the close of business on such record date. Promptly following the designation of a record date and the declaration of a distribution pursuant to this Section 6.1(a)(ii), the Managing Member shall give notice to\neach Member of the record date, the amount and the terms of the distribution and the payment date thereof. For the avoidance of"} +{"idx": 50, "level": 3, "span": "doubt, the receipt and subsequent distribution to Tema by Company of the “Unadjusted Consideration” (as defined in the Combination Agreement) on the date of this Agreement and any\namounts received as adjustments thereto shall not be subject to this Section 6.1(a)(ii).\nThe Managing Member\nshall have the obligation to make distributions set forth in Section 6.1(a)(i), Section 6.2 and Section 11.3(b)(iii), provided, however that notwithstanding any other provision herein to the contrary, no\ndistributions shall be made to any Member to the extent such distribution would render the Company insolvent or violate the Act. For purposes of the foregoing sentence, insolvency means the inability of the Company to meet its payment obligations\nwhen due."} +{"idx": 50, "level": 2, "span": "Successors. For purposes of determining the amount of distributions, each Member shall be treated as having made the Capital Contributions and as having received the Distributions made to or received by its\npredecessors in respect of any of such Member’s Units.\n(c)Distributions In-Kind. Except as otherwise provided in this Agreement, any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Managing Member. To the extent\nthat the Company distributes property in-kind to the Members, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 6.1(a) and such property shall be treated as if\nit were sold for an amount equal to its Fair Market Value. Any resulting gain or loss shall be allocated to the Member’s Capital Accounts in accordance with Section 5.1 and Section 5.2.\nSection 6.2 Tax-Related Distributions.\nThe Company shall make distributions to all Members on a pro rata basis, in accordance with the number of Common Units owned by each Member, at such times and in such amounts as the Managing Member reasonably determines\nis necessary to enable Rosehill to (i) timely satisfy all of its U.S. federal, state and local and non-U.S. tax liabilities and (ii) timely meet its obligations pursuant to the Tax Receivable Agreement."} +{"idx": 50, "level": 3, "span": "If a Member (other than Rosehill) has an Assumed Tax Liability at a Tax Advance Date in excess of the sum of the\ncumulative amount of distributions under Section 6.1(a)(ii), distributions under Section 6.2(a), any Tax Advances (as defined below) and After-Tax TRA Payments made to such Member through such date, the Company shall, to the\nextent permitted by applicable Law, but subject to the Act, the availability of funds and any restrictions contained in any agreement to which the Company is bound, make advances to such Member in an amount equal to such excess (a “Tax\nAdvance”). Any such Tax Advance shall be treated as an advance against and, thus, shall reduce (without duplication), any future distributions that would otherwise be made to such Member pursuant to Sections"} +{"idx": 50, "level": 2, "span": "6.1(a)(ii), 6.2(a) and 11.3(b)(iii). If there is a Tax Advance outstanding with respect to a Member who elects to participate in an Exchange, such Member shall be required to\npay to the Company within fifteen (15) days after the Exchange Date an amount of cash equal to the proportionate share of such Tax Advance relating to its Common Units subject to the Exchange (determined at the time of the Exchange based on the\nnumber of Common Units subject to the Exchange as compared to the total number of Common Units held by such Member). For the avoidance of doubt, any repayment of a Tax Advance pursuant to the previous sentence shall not be treated as a Capital\nContribution.\nSection 6.3 Distribution Upon Withdrawal. No withdrawing Member shall be entitled to\nreceive any distribution or the value of such Member’s Interest in the Company as a result of withdrawal from the Company prior to the liquidation of the Company, except as specifically provided in this Agreement."} +{"idx": 50, "level": 2, "span": "ARTICLE VII"} +{"idx": 50, "level": 2, "span": "MANAGEMENT\nSection 7.1 The Managing Member; Fiduciary Duties.\nRosehill shall be the sole Managing Member of the Company. Except as otherwise required by Law or as explicitly set forth in this Agreement, (i) the Managing Member shall have full and complete charge of all\naffairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business,\nactivities and operations of the Company (including the incurrence of costs and expenses) in its sole discretion without the consent of any other Member and (iii) the Members other than the Managing Member (in their capacity as such) shall not\nparticipate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company. Any action required or permitted to be taken by the Managing Member may be taken by a\nconsent thereto in writing\nIn connection with the performance of its duties as the Managing Member of the Company, except as otherwise set forth herein, the Managing Member acknowledges that it will owe to the Members the same fiduciary duties as\nit would owe to the stockholders of a Delaware corporation if it were a member of the board of directors of such a corporation and the Members were stockholders of such corporation. The Members acknowledge that the Managing Member will take action\nthrough its board of directors, and that the members of the Managing Member’s board of directors will owe comparable fiduciary duties to the stockholders of the Managing Member. The provisions of this Agreement, to the extent that they restrict\nor eliminate the duties (including fiduciary duties) and liabilities of the Managing Member otherwise existing at law or in equity, are agreed by the Members to replace, to the fullest extent permitted by applicable Law, such other duties and\nliabilities of the Managing Member.\n(c)Whenever in this Agreement or any other agreement contemplated herein, the Managing Member is permitted or required to take any action or to make a decision in its “sole discretion” or “discretion”\nor under a grant of similar authority or latitude, the Managing Member shall be entitled to consider such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable Law, have no duty or\nobligation to give any consideration to any interest of or factors affecting the Company or other Members.\nSection 7.2\nOfficers.\nThe Managing Member may appoint, employ or otherwise contract with any Person for the transaction of the business of the Company or the performance of services for or on behalf of the Company, and the Managing Member\nmay delegate to any such Persons such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate."} +{"idx": 50, "level": 2, "span": "The initial president and chief executive officer of the Company (the “President and Chief Executive Officer”) will be Alan Townsend.\n(c)Except as otherwise set forth herein, the President and Chief Executive Officer will be responsible for the general and active management of the business of the Company and its Subsidiaries and will see that all orders\nof the Managing Member are carried into effect. The President and Chief Executive Officer will report to the Managing Member and have the general powers and duties of management usually vested in the office of president and chief executive officer\nof a corporation organized under the DGCL, subject to the terms of this Agreement, and will have such other powers and duties as may be prescribed by the Managing Member or this Agreement. The President and Chief Executive Officer will have the\npower to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by Law to be otherwise signed and executed, and except where the signing and execution thereof will be\nexpressly delegated by the Managing Member to some other Officer or agent of the Company.\n(d)Except as set forth herein, the Managing Member may appoint Officers at any time, and the Officers may include one or more vice presidents, a secretary, one or more assistant secretaries, a chief financial officer, a\ngeneral counsel, a treasurer, one or more assistant treasurers, a chief operating officer, an executive chairman, and any other officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure\nof the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company. The Officers will exercise such\npowers and perform such duties as specified in this Agreement or as determined from time to time by the Managing Member.\n(e)Subject to this Agreement and to the rights, if any, of an Officer under a contract of employment, any Officer may be removed, either with or without cause, by the Managing Member. Any Officer may resign at any time by\ngiving written notice to the Managing Member. Any resignation will take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation\nwill not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the Officer is a party. A vacancy in any office because of death, resignation, removal,\ndisqualification or any other cause will be filled in the manner prescribed in this Agreement for regular appointments to that office.\nSection 7.3 Warranted Reliance by Officers on Others. In exercising their authority and performing their duties under this\nAgreement, the Officers shall be entitled to rely on information, opinions, reports, or statements of the following persons or groups unless they have actual knowledge concerning the matter in question that would cause such reliance to be\nunwarranted:\none or more employees or other agents of the Company or subordinates whom the Officer reasonably believes to be reliable and competent in the matters presented; and\nany attorney, public accountant, or other person as to matters which the Officer reasonably believes to be within such person’s professional or expert competence.\nSection 7.4 Indemnification. Subject to the limitations and conditions provided in this Section 7.4, each\nPerson who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative (each, a\n“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact he, she or it, or a Person of which he, she or it is the legal representative, is or was a\nMember, an Officer, or acting as the, Managing Member, Tax Matters Member or Company Representative of the Company, in each case, shall be indemnified by the Company to the fullest extent permitted by applicable Law, as the same exists or may\nhereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such Law permitted the Company to provide prior to such amendment) against all\njudgment, penalties (including excise and similar taxes and punitive damages), fines, settlement and reasonable expenses (including reasonable attorneys’ fees and expenses) actually incurred by such Person in connection with such Proceeding,\nappeal, inquiry or investigation, if such Person acted in Good Faith. Reasonable expenses incurred by a Person of the type entitled to be indemnified under this Section 7.4 who was, is or is threatened to be made a named defendant or\nrespondent in a Proceeding shall be paid by the Company in advance of the final disposition of the Proceeding as such expenses are incurred upon receipt of an undertaking by or on behalf of such Person to repay such amount if it shall ultimately be\ndetermined that he, she or it is not entitled to be indemnified by the Company. Indemnification under this Section 7.4 shall continue as to a Person who has ceased to serve in the\ncapacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.4 shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.4 shall have\nthe effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification\nprovided in this Section 7.4 could involve indemnification for negligence or under theories of strict liability.\nSection 7.5 Maintenance of Insurance or Other Financial Arrangements. In compliance with applicable Law, the Company (with\nthe approval of the Managing Member) may purchase and maintain insurance or make other financial arrangements on behalf of any Person who is or was a Member, employee or agent of the Company, or at the request of the Company is or was serving as a\nmanager, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, for any Liability asserted against such Person and Liability and expenses incurred by such Person\nin such Person’s capacity as such, or arising out of such Person’s status as such, whether or not the Company has the authority to indemnify such Person against such Liability and expenses.\nSection 7.6 Resignation or Termination of Managing Member. Rosehill shall not, by any means, resign as, cease to be or be\nreplaced as Managing Member except in compliance with this Section 7.6. No termination or replacement of Rosehill as Managing Member shall be effective unless proper provision is made, in compliance with this Agreement, so that the\nobligations of Rosehill, its successor (if applicable) and any new Managing Member and the rights of all Members under this Agreement and applicable Law remain in full force and effect. No appointment of a Person other than Rosehill (or its\nsuccessor, as applicable) as Managing Member shall be effective unless Rosehill (or its successor, as applicable) and the new Managing Member (as applicable) provide all other Members with contractual rights, directly enforceable by such other\nMembers against Rosehill (or its successor, as applicable) and the new Managing Member (as applicable), to cause (a) Rosehill to comply with all Rosehill’s obligations under this Agreement (including its obligations under\nSection 4.6) other than those that must necessarily be taken in its capacity as Managing Member and (b) the new Managing Member to comply with all the Managing Member’s obligations under this Agreement.\nSection 7.7 No Inconsistent Obligations. The Managing Member represents that it does not have any contracts, other\nagreements, duties or obligations that are inconsistent with its duties and obligations (whether or not in its capacity as Managing Member) under this Agreement and covenants that, except as permitted by Section 7.1, it will not enter\ninto any contracts or other agreements or undertake or acquire any other duties or obligations that are inconsistent with such duties and obligations.\nSection 7.8 Reclassification Events of Rosehill. If a Reclassification Event occurs, the Managing Member or its successor,\nas the case may be, shall, as and to the extent necessary, amend this Agreement in compliance with Section 12.1, and enter into any necessary supplementary or additional agreements, to ensure that, following the effective date of the\nReclassification Event: (i) the exchange rights of holders of Common Units set forth in Section 4.6 provide that each Common Unit and share of Class B Common Stock is exchangeable for the\nsame amount and same type of property, securities or cash (or combination thereof) that one share of Class A Common Stock becomes exchangeable for or converted into as a result of the\nReclassification Event and (ii) Rosehill or the successor to Rosehill, as applicable, is obligated to deliver such property, securities or cash upon such exchange. Rosehill shall not consummate or agree to consummate any Reclassification Event\nunless the successor Person, if any, becomes obligated to comply with the obligations of Rosehill (in whatever capacity) under this Agreement.\nSection 7.9 Certain Costs and Expenses. The Company shall (i) pay, or cause to be paid, all costs, fees, operating\nexpenses and other expenses of the Company (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company) incurred in pursuing and conducting, or\notherwise related to, the activities of the Company, and (ii) in the sole discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the\nextent that the Managing Member determines in its sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the\nbusiness and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member), the Managing Member may cause the Company to pay or bear all expenses of the Managing Member, including, without\nlimitation, costs of securities offerings not borne directly by members, board of directors compensation and meeting costs, cost of periodic reports to its stockholders, litigation costs and damages arising from litigation, accounting and legal\ncosts; provided that the Company shall not pay or bear any income tax obligations of the Managing Member. In the event that (i) shares of Class A Stock are sold to underwriters in any public offering after the Effective Time, in\neach case, at a price per share that is lower than the price per share for which such shares of Class A Stock are sold to the public in such public offering after taking into account underwriters’ discounts or commissions and brokers’\nfees or commissions (including, for the avoidance of doubt, any deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of such public offering) (such difference, the\n“Discount”) and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Common Units or otherwise contributed to the Company, the Company shall reimburse the Managing Member for\nsuch Discount by treating such Discount as an additional Capital Contribution made by the Managing Member to the Company, issuing Common Units in respect of such deemed Capital Contribution in accordance with Section 4.6(b)(ii), and\nincreasing the Managing Member’s Capital Account by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of the Managing Member pursuant to this Section 7.9 shall not be treated as a\ndistribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company."} +{"idx": 50, "level": 2, "span": "ARTICLE VIII"} +{"idx": 50, "level": 2, "span": "ROLE OF MEMBERS\nSection 8.1 Rights or Powers. Other than the Managing Member, the Members, acting in their capacity as Members, shall not\nhave any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the\nCompany in any way. Notwithstanding the foregoing, the Members have all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in\nthe Act. A Member, any Affiliate thereof or an employee, stockholder, agent, director or officer of a Member or any Affiliate thereof, may also be an employee or be retained as an agent of the Company. The existence of these relationships and acting\nin such capacities will not result in the Member (other than the Managing Member) being deemed to be participating in the control of the business of the Company or otherwise affect the limited liability of the Member. Except as specifically provided\nherein, a Member (other than the Managing Member) shall not, in its capacity as a Member, take part in the operation, management or control of the Company’s business, transact any business in the Company’s name or have the power to sign\ndocuments for or otherwise bind the Company.\nSection 8.2 Voting."} +{"idx": 50, "level": 2, "span": "Meetings of the Members may be called upon the written request of Members holding at least 50% of the outstanding Common Units. Such request shall state the location of the meeting and the nature of the business to be\ntransacted at the meeting. Written notice of any such meeting shall be given to all Members not less than two Business Days and not more than 30 days prior to the date of such meeting. Members may vote in person, by proxy or by telephone at any\nmeeting of the Members and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance\nwith the procedure prescribed in this Section 8.2. Except as otherwise expressly provided in this Agreement, the affirmative vote of the Members holding a majority of the outstanding Common Units shall constitute the act of the Members.\nEach Member may authorize any Person or Persons to act for it by proxy on all matters in which such Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting.\nEvery proxy must be signed by such Member or its attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member\nexecuting it.\n(c)Each meeting of Members shall be conducted by an Officer designated by the Managing Member or such other individual person as the Managing Member deems appropriate.\n(d)Any action required or permitted to be taken by the Members may be taken without a meeting if the requisite Members whose approval is necessary consent thereto in writing.\nSection 8.3 Various Capacities. The Members acknowledge and agree that the Members or their Affiliates will from time to\ntime act in various capacities, including as a Member and as the Tax Matters Member or Company Representative."} +{"idx": 50, "level": 2, "span": "ARTICLE IX"} +{"idx": 50, "level": 2, "span": "TRANSFERS OF INTERESTS\nSection 9.1 Restrictions on Transfer."} +{"idx": 50, "level": 2, "span": "Except as provided in Section 4.6 and except for the Transfers by a Member to Permitted Transferee, no Member shall Transfer all or any portion of its Interest without the Managing Member’s prior\nwritten consent, which consent shall be granted or withheld in the Managing Member’s sole discretion. If, notwithstanding the provisions of this Section 9.1(a), all or any portion of a Member’s Interests are Transferred in\nviolation of this Section 9.1(a), involuntarily, by operation of law or otherwise, then without limiting any other rights and remedies available to the other parties under this Agreement or otherwise, the Transferee of such Interest (or\nportion thereof) shall not be admitted to the Company as a Member or be entitled to any rights as a Member hereunder, and the Transferor will continue to be bound by all obligations hereunder, unless and until the Managing Member consents in writing\nto such admission, which consent shall be granted or withheld in the Managing Member’s sole discretion. Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 9.1(a) shall\nbe null and void and of no force or effect whatsoever. For the avoidance of doubt, the restrictions on Transfer contained in this Article IX shall not apply to the Transfer of any capital stock of the Managing Member; provided that no\nshares of Class B Common Stock may be Transferred unless a corresponding number of Common Units are Transferred therewith in accordance with this Agreement."} +{"idx": 50, "level": 3, "span": "In addition to any other restrictions on Transfer herein contained, including the provisions of this Article IX, in no event may any Transfer or assignment of Interests by any Member be made (i) to any\nPerson who lacks the legal right, power or capacity to own Interests; (ii) if in the opinion of legal counsel or a qualified tax advisor to the Company such Transfer presents a material risk that such Transfer would cause the Company to cease\nto be classified as a partnership or to be classified as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code; (iii) if such Transfer would cause the Company to become, with respect to any employee\nbenefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3 (14) of ERISA) or a “disqualified person” (as defined in Section 4975(e)(2) of the Code); (iv) if such Transfer would,\nin the opinion of counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to the Plan Asset Regulation or otherwise cause the Company to be subject to regulation under ERISA;\n(v) if such Transfer requires the registration of such Interests or any Equity Securities issued upon any exchange of such Interests, pursuant to any applicable U.S. federal or state securities Laws; or (vi) if such Transfer subjects the\nCompany to regulation under the Investment Company Act or the Investment Advisors Act of 1940, each as amended (or any succeeding law). Any Transfer purported to be made in violation of this Section 9.1(b) shall be void ab initio.\nSection 9.2 Notice of Transfer. Other than in connection with Transfers made\npursuant to Section 4.6, each Member shall, after complying with the provisions of this Agreement, but in any event no later than three Business Days following any Transfer of Interests, give written notice to the Company of such\nTransfer. Each such notice shall describe the manner and circumstances of the Transfer.\nSection 9.3 Transferee\nMembers. A Transferee of Interests pursuant to this Article IX shall have the right to become a Member only if (i) the requirements of this Article IX are met, (ii) such Transferee executes an instrument reasonably\nsatisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iii) such\nTransferee represents that the Transfer was made in accordance with all applicable securities Laws, (iv) the Transferor or Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of\nany Transfer or proposed Transfer of a Member’s Interest, whether or not consummated and (v) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute\nan instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s\nInterest. Unless agreed to in writing by the Managing Member, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement\nor any other Contract between the Managing Member, the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of the admission of a Member shall be sent promptly by the\nCompany to each remaining Member. Notwithstanding anything to the contrary in this Section 9.3, and except as otherwise provided in this Agreement, following a Transfer by one or more Members (or a transferee of the type described in\nthis sentence) to an Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of such Member(s) under this Agreement.\nSection 9.4 Legend. Each certificate representing a Unit, if any, will be stamped or otherwise imprinted with a legend in\nsubstantially the following form:"} +{"idx": 50, "level": 4, "span": "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN\nREGISTERED UNDER THE SECURITIES ACT OF 1933."} +{"idx": 50, "level": 4, "span": "THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN\nEXEMPTION THEREFROM UNDER SUCH ACT."} +{"idx": 50, "level": 4, "span": "THE TRANSFER AND VOTING OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE FIRST\nAMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROSEHILL OPERATING COMPANY, LLC DATED AS OF APRIL 27, 2017 AMONG THE MEMBERS LISTED THEREIN, AS IT MAY BE AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, AND NO"} +{"idx": 50, "level": 4, "span": "TRANSFER OF THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF\nRECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER OF SUCH SECURITIES.”"} +{"idx": 50, "level": 2, "span": "ARTICLE X"} +{"idx": 50, "level": 2, "span": "ACCOUNTING\nSection 10.1 Books of Account. The Company shall, and shall cause each Subsidiary to, maintain true books and records of\naccount in which full and correct entries shall be made of all its business transactions pursuant to a system of accounting established and administered in accordance with GAAP, and shall set aside on its books all such proper accruals and reserves\nas shall be required under GAAP. Such books and records of account shall be kept in sufficient detail to provide each Member with the information required for such Member to prepare their tax returns to the extent the Company is notified by such\nMember that such information is required for such Member to prepare its tax returns. Any such information may be reasonably requested by such Member. Electronic version of such books and records of account shall be provided to a Member upon request,\nat the Company’s expense.\nSection 10.2 Tax Elections.\nThe Company and any eligible Subsidiary shall make an election pursuant to Section 754 of the Code, shall not thereafter revoke such election and shall make a new election pursuant to Section 754 of the Code\nto the extent necessary following any “termination” of the Company or the Subsidiary, as applicable, under Section 708 of the Code. In addition, the Company shall make the following elections on the appropriate forms or tax returns:\ni.to adopt the calendar year as the Company’s Fiscal Year, if permitted under the Code;\nii.to adopt the accrual method of accounting for U.S. federal income tax purposes;\niii.to elect to amortize the organizational expenses of the Company as permitted by Section 709(b) of the Code;\niv.to elect to deduct intangible drilling costs under Section 263(c) of the Code; and\nv.any other election the Managing Member may deem appropriate and in the best interests of the Company.\nUpon request of the Tax Matters Member or Company Representative, as applicable, each Member shall cooperate in good faith with the Company in connection with the Company’s efforts to elect out of the application\nof the company-level audit and adjustment rules of the Bipartisan Budget Act of 2015, if applicable.\nSection 10.3 Tax Returns; Information."} +{"idx": 50, "level": 2, "span": "The Managing Member (at the Company’s sole cost and expense) shall cause the Tax Return Preparer to prepare and timely file all income and other tax and informational returns (collectively the “Tax\nReturns”) of the Company. No later than 30 days after the end of each Fiscal Year, the Managing Member shall furnish to each Member that holds at such time at least 20% of the then-outstanding Common Units a draft of each Tax Return for the\npreceding Fiscal Year together with all supporting schedules and other information as approved by the Managing Member and shall consider in good faith any comments provided by such Member with respect to such draft Tax Return within 15 days after\nsuch Member’s receipt of such draft Tax Return. No later than 60 days after the end of each Fiscal Year, the Managing Member shall furnish to each Member a copy of each Tax Return for the preceding Fiscal Year to be filed with the applicable\ntaxing authority together with all supporting schedules and other information that is necessary for each Member to comply with its applicable U.S. federal, state and local income tax reporting obligations. The Tax Returns together with schedules and\nother information required by this Section 10.3 shall be furnished electronically to the Members.\nNo later than 30 days before the end of each Fiscal Year, the Managing Member (at the Company’s sole cost and expense) shall provide electronically to each Member that holds at such time at least 20% of the\nthen-outstanding Common Units a projection of the U.S. federal (and state and local as applicable) taxable income or loss of the Company for the next succeeding Fiscal Year together with supporting schedules as approved by the Managing Member and\nsuch Member’s estimated allocable share of such taxable income or loss. No later than the end of each Quarterly Period, the Managing Member shall provide electronically to each Member that holds at such time at least 20% of the then-outstanding\nCommon Units an update of the projections of taxable income or loss for the Fiscal Year and such Member’s allocable share thereof in sufficient detail that will permit such Member to comply with its U.S. federal, state and local income tax\nfiling obligations.\n(c)All Tax Returns and other reports required by this Section 10.3 to be provided to a Member that holds at such time at least 20% of the then-outstanding Common Units will be accompanied with: (i) two\nbalance sheets as of the end of the applicable period covered by the report, one of which shall be prepared in accordance with the Capital Account maintenance rules provided herein and one of which shall be on a tax basis; and (ii) two income\nor loss statements for the applicable period covered by such statement, one of which will be prepared showing Profits and Losses and one of which will show taxable income or loss.\n(d)The “Tax Return Preparer” shall be Price Waterhouse Coopers, LLP, (or such other nationally recognized accounting firm mutually agreed to by the Members).\n(e)The Members agree to take all actions reasonably requested by the Company Representative to comply with the Bipartisan Budget Act of 2015, including where applicable, filing amended returns as provided in Sections 6225\nor 6226 of the Code and providing confirmation thereof to the Company Representative. The Company Representative is authorized to make or refrain from making any elections permitted by the Company Representative under the Bipartisan Budget Act of\n2015. As long as a Member holds at least 20% of the then-outstanding Common Units, the Company Representative shall keep such Member timely informed of any proposed actions and elections referred to above in this Section 10.3(e) and\nconsider in good faith such Member’s timely written comments regarding such proposed actions and elections. The Company agrees, upon request by a Member, to provide detailed financial forecasts of the Company’s operations sufficient to\nallow such Member to perform its own internal tax forecasting; provided, that the preparation of such forecasts shall be subject to the Company’s public reporting obligations.\n(f)Within thirty (30) days following the end of each Fiscal Year, or as such other times as reasonably requested in writing by the Managing Member, each Member agrees to provide the Company the written data required\nby Treasury Regulations Section 1.613A-3(e)(3(iii)(B).\nSection 10.4 Tax Matters Member and Company\nRepresentative.\nThe Managing Member is specially authorized and appointed to act as the Tax Matters Member and as the Company Representative (as applicable) and in any similar capacity under state or local Law. The Tax Matters Member\nor Company Representative (as applicable) may retain, at the Company’s expense, such outside counsel, accountants and other professional consultants as it may reasonably deem necessary in the course of fulfilling its obligations as Tax Matters\nMember or Company Representative (as applicable).\nAs long as a Member holds at least 20% of the then-outstanding Common Units:\n(i)The Managing Member shall promptly notify such Member if any federal income tax return of the Company is audited.\nIn addition, the Managing Member shall promptly furnish to such member all notices concerning administrative and judicial proceedings relating to federal income tax audits and litigation of the Company. During the pendency of any administrative\nproceeding or judicial proceeding of the Company, the Managing Member shall furnish such Member timely notice of any material meeting, conferences or hearings with the Internal Revenue Service, Justice Department or the courts, and allow such Member\n(at such Member’s sole cost and expense) the right to attend such meetings, conferences or proceedings and to review and comment on any material\nwritten submissions to the Internal Revenue Service, Justice Department or the courts prepared by or on behalf of the Managing Member. The Managing Member will promptly inform such Member of any\nsettlement offers by the taxing authority and consider in good faith any timely written comments from such Member regarding any such settlement offers.\n(ii)The Managing Member shall not file a request for an administrative adjustment of items for any Company taxable year without first providing written notification to the Member prior to the filing of such adjustment and\nconsidering in good faith the Member’s written comments thereto.\n(iii)Before the Managing Member files a petition in a judicial proceeding with respect to any federal income tax item or other matter involving the Company, the Managing Member shall provide timely written notification to\nsuch Member of such intention and the nature of the contemplated proceeding and consider in good faith such Member’s written comments.\nSection 10.5 Withholding Tax Payments and Obligations.\nThe Company and its Subsidiaries may withhold from distributions, allocations or portions thereof if it is required to do so by any applicable rule, regulation or law, and each Member hereby authorizes the Company and\nits Subsidiaries to withhold or pay on behalf of or with respect to such Member any amount of taxes that the Managing Member determines, in good faith, that the Company or any of its Subsidiaries is required to withhold or pay with respect to any\namount distributable or allocable to such Member pursuant to this Agreement."} +{"idx": 50, "level": 3, "span": "To the extent that any tax is paid by (or withheld from amounts payable to) the Company or any of its Subsidiaries and the Managing Member determines, in good faith, that such tax relates to one or more specific Members\n(including any tax payable by the Company or any of its Subsidiaries pursuant to Section 6225 of the Code with respect to items of income, gain, loss deduction or credit allocable or attributable to such Member), such tax shall be treated as an\namount of taxes withheld or paid with respect to such Member pursuant to this Section 10.5.\n(c)For all purposes under this Agreement, any amounts withheld or paid with respect to a Member pursuant to this Section 10.5 shall be treated as if distributed to such Member at the time such withholding\nor payment is made. Further, to the extent that the cumulative amount of such withholding or payment for any period exceeds the distributions to which such Member is entitled for such period, the amount of such excess shall be considered a loan from\nthe Company to such Member, with interest accruing at the Prime Rate in effect from time to time, compounded annually. The Managing Member may, in its discretion, either demand payment of the principal and accrued interest on such demand loan at any\ntime (which payment shall not be deemed a Capital Contribution for purposes of this Agreement), and enforce payment thereof by legal process, or may withhold from one or more distributions to a Member amounts sufficient to satisfy such Member’s\nobligations under any such demand loan.\n(d)Neither the Company nor the Managing Member shall be liable for any excess taxes withheld in respect of any Member, and, in the event of overwithholding, a Member’s sole recourse shall be to apply for a refund from\nthe appropriate Governmental Entity.\n(e)Notwithstanding any other provision of this Agreement, (i) any Person who ceases to be a Member shall be treated as a Member for purposes of this Section 10.5 and (ii) the obligations of a Member\npursuant to this Section 10.5 shall survive indefinitely with respect to any taxes withheld or paid by the Company that relate to the period during which such Person was actually a Member, regardless of whether such taxes are assessed,\nwithheld or otherwise paid during such period."} +{"idx": 50, "level": 2, "span": "ARTICLE XI"} +{"idx": 50, "level": 2, "span": "DISSOLUTION AND TERMINATION\nSection 11.1 Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur\nof the following (“Liquidating Events”):\nThe sale of all or substantially all of the assets of the Company; and\nThe determination of the Managing Member to dissolve, wind up, and liquidate the Company.\nThe Members hereby\nagree that the Company shall not dissolve prior to the occurrence of a Liquidating Event and that no Member shall seek a dissolution of the Company, under Section 18-802 of the Act or otherwise, other than based on the matters set forth in\nsubsections (a) and (b) above. If it is determined by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event, the Members hereby agree to continue the business of the\nCompany without a winding up or liquidation. In the event of a dissolution pursuant to Section 11.1(b), the relative economic rights of each class of Units immediately prior to such dissolution shall be preserved to the greatest extent\npracticable with respect to distributions made to Members pursuant to Section 11.3 in connection with such dissolution, taking into consideration tax and other legal constraints that may adversely affect one or more parties to such\ndissolution and subject to compliance with applicable laws and regulations, unless, with respect to any class of Units, holders of a majority of the Units of such class consent in writing to a treatment other than as described above.\nSection 11.2 Bankruptcy. For purposes of this Agreement, the “bankruptcy” of a Member shall mean the occurrence\nof any of the following: (a) any Governmental Entity shall take possession of any substantial part of the property of that Member or shall assume control over the affairs or operations thereof, or a receiver or trustee shall be appointed, or a\nwrit, order, attachment or garnishment shall be issued with respect to any substantial part thereof, and such possession, assumption of control, appointment, writ or order shall continue for a period of 90\nconsecutive days; or (b) a Member shall admit in writing of its inability to pay its debts when due, or make an assignment for the benefit of creditors; or apply for or consent to the\nappointment of any receiver, trustee or similar officer or for all or any substantial part of its property; or shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement,\nreadjustment of debts, dissolution, liquidation, or similar proceeding under the Laws of any jurisdiction; or (c) a receiver, trustee or similar officer shall be appointed for such Member or with respect to all or any substantial part of its\nproperty without the application or consent of that Member, and such appointment shall continue undischarged or unstayed for a period of 90 consecutive days or any bankruptcy, insolvency, reorganization, arrangements, readjustment of debt,\ndissolution, liquidation or similar proceedings shall be instituted (by petition, application or otherwise) against that Member and shall remain undismissed for a period of 90 consecutive days.\nSection 11.3 Procedure."} +{"idx": 50, "level": 2, "span": "In the event of the dissolution of the Company for any reason, the Members shall commence to wind up the affairs of the Company and to liquidate the Company’s investments; provided that if a Member is in\nbankruptcy or dissolved, another Member, who shall be the Managing Member unless the Managing Member is in bankruptcy or dissolved (“Winding-Up Member”), shall commence to wind up the affairs of the Company and, subject to\nSection 11.4(a), such Winding-Up Member shall have full right and unlimited discretion to determine in good faith the time, manner and terms of any sale or sales of the Property or other assets pursuant to such liquidation, having due\nregard to the activity and condition of the relevant market and general financial and economic conditions. The Members shall continue to share profits, losses and distributions during the period of liquidation in the same manner and proportion as\nthough the Company had not dissolved. The Company shall engage in no further business except as may be necessary, in the reasonable discretion of the Managing Member or the Winding-Up Member, as applicable, to preserve the value of the\nCompany’s assets during the period of dissolution and liquidation."} +{"idx": 50, "level": 3, "span": "Following the payment of all expenses of liquidation and the allocation of all Profits and Losses as provided in Article V, the proceeds of the liquidation and any other funds of the Company shall be distributed\nin the following order of priority:\ni.First, to the payment and discharge of all of the Company’s debts and Liabilities to creditors (whether third parties or Members), in the order of priority as provided by Law, except any obligations to the Members\nin respect of their Capital Accounts;\nii.Second, to set up such cash reserves which the Managing Member reasonably deems necessary for contingent or unforeseen Liabilities or future payments described in Section 11.3(b)(i) (which reserves when they\nbecome unnecessary shall be distributed in accordance with the provisions of subsection (iii), below); and\niii.Third, subject to Section 6.2, (A) first, to Rosehill in respect of the Series A Preferred Units, until Rosehill has received an amount equal to the total amount that would then be required to be\ndistributed by Rosehill in respect of all outstanding shares of Series A Preferred Stock if Rosehill were to liquidate, wind up or dissolve, and (B) the balance to the Members, pro rata in proportion to their respective Common Units.\n(c)Except as provided in Section 11.4(a), no Member shall have any right to demand or receive property other than cash upon dissolution and termination of the Company.\n(d)Upon the completion of the liquidation of the Company and the distribution of all Company funds, the Company shall terminate and the Managing Member or the Winding-Up Member, as the case may be, shall have the authority\nto execute and record a certificate of cancellation of the Company, as well as any and all other documents required to effectuate the dissolution and termination of the Company.\nSection 11.4 Rights of Members.\nEach Member irrevocably waives any right that it may have to maintain an action for partition with respect to the property of the Company.\nExcept as otherwise provided in this Agreement, (i) each Member shall look solely to the assets of the Company for the return of its Capital Contributions, and (ii) no Member shall have priority over any other\nMember as to the return of its Capital Contributions, distributions or allocations.\nSection 11.5 Notices of\nDissolution. In the event a Liquidating Event occurs or an event occurs that would, but for the provisions of Section 11.1, result in a dissolution of the Company, the Company shall, within 30 days thereafter, (a) provide\nwritten notice thereof to each of the Members and to all other parties with whom the Company regularly conducts business (as determined in the discretion of the Managing Member), and (b) comply, in a timely manner, with all filing and notice\nrequirements under the Act or any other applicable Law.\nSection 11.6 Reasonable Time for Winding Up. A reasonable time\nshall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets in order to minimize any losses that might otherwise result from such winding up.\nSection 11.7 No Deficit Restoration. No Member shall be personally liable for a deficit Capital Account balance of that\nMember, it being expressly understood that the distribution of liquidation proceeds shall be made solely from existing Company assets."} +{"idx": 50, "level": 2, "span": "ARTICLE XII"} +{"idx": 50, "level": 2, "span": "GENERAL\nSection 12.1 Amendments; Waivers."} +{"idx": 50, "level": 2, "span": "The terms and provisions of this Agreement may be waived, modified or amended (including by means of merger, consolidation or other business combination to which the Company is a party) only with the approval of the\nManaging Member; provided, however, that no amendment to this Agreement may:\ni.waive, modify or amend this Section 12.1(a) without the written consent of each Member;\nii.waive, modify or amend any provision of this Agreement which requires the approval or action of certain Persons or percentage thereof without obtaining the consent of such Persons or percentage thereof;\niii.modify the limited liability of any Member, or increase the liabilities or obligations of any Member, in each case, without the written consent of each such affected Member; or\niv.materially alter or change any rights, preferences or privileges of any Interests in a manner that is different or prejudicial relative to any other Interests, without the written consent of the Members holding a\nmajority of the Interests affected in such a different or prejudicial manner."} +{"idx": 50, "level": 3, "span": "Notwithstanding the foregoing subsection (a), the Managing Member, acting alone, may amend this Agreement, including Exhibit A, (i) to reflect the admission of new Members, Transfers of Interests, the\nissuance of additional Units or Equity Securities, as provided by the terms of this Agreement, and, subject to Section 12.1(a), subdivisions or combinations of Units made in compliance with Section 4.1(g) and (ii) to the\nminimum extent necessary to (A) comply with the provisions of the Bipartisan Budget Act of 2015 and any Treasury Regulations or other administrative pronouncements promulgated thereunder and (B) to administer the effects of such provisions\nin an equitable manner.\n(c)No waiver of any provision or default under, nor consent to any exception to, the terms of this Agreement or any agreement contemplated hereby shall be effective unless in writing and signed by the party to be bound and\nthen only to the specific purpose, extent and instance so provided.\nSection 12.2 Further Assurances.\nEach party agrees that it will from time to time, upon the reasonable request of another party, execute such documents and instruments and take such further action as may be required to accomplish the purposes of this Agreement.\nSection 12.3 Successors and Assigns. All of the terms and provisions of this\nAgreement shall be binding upon the parties and their respective successors and assigns, but shall inure to the benefit of and be enforceable by the successors and assigns of any Member only to the extent that they are permitted successors and\nassigns pursuant to the terms hereof. No party may assign its rights hereunder except as herein expressly permitted.\nSection 12.4\nEntire Agreement. This Agreement, together with all Exhibits and Schedules hereto and all other agreements referenced therein and herein, constitute the entire agreement between the parties hereto pertaining to the subject matter\nhereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection\nwith the subject matter hereof except as specifically set forth herein and therein.\nSection 12.5 Rights of Members\nIndependent. The rights available to the Members under this Agreement and at Law shall be deemed to be several and not dependent on each other and each such right accordingly shall be construed as complete in itself and not by reference to\nany other such right. Any one or more and/or any combination of such rights may be exercised by a Member and/or the Company from time to time and no such exercise shall exhaust the rights or preclude another Member from exercising any one or more of\nsuch rights or combination thereof from time to time thereafter or simultaneously.\nSection 12.6 Governing Law. This\nAgreement, the legal relations between the parties and any Action, whether contractual or non-contractual, instituted by any party with respect to matters arising under or growing out of or in connection with or in respect of this Agreement shall be\ngoverned by and construed in accordance with the Laws of the State of Delaware applicable to contracts made and performed in such State and without regard to conflicts of law doctrines.\nSection 12.7 Jurisdiction and Venue. The parties hereto hereby agree and consent to be subject to the jurisdiction of any\nfederal court of the District of Delaware or the Delaware Court of Chancery over any action, suit or proceeding arising out of or in connection with this Agreement (a “Legal Action”). The parties hereto irrevocably waive the defense\nof an inconvenient forum to the maintenance of any such Legal Action. Each of the parties hereto further irrevocably consents to the service of process out of any of the aforementioned courts in any such Legal Action by the mailing of copies thereof\nby registered mail, postage prepaid, to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing in this Section 12.7 shall affect the\nright of any party hereto to serve legal process in any other manner permitted by law.\nSection 12.8 Headings. The\ndescriptive headings of the Articles, Sections and subsections of this Agreement are for convenience only and do not constitute a part of this Agreement.\nSection 12.9 Counterparts. This Agreement and any amendment hereto or any other agreement (or document) delivered pursuant\nhereto may be executed in one or more counterparts and by different parties in separate counterparts. All of such counterparts shall constitute one and the same agreement (or other document) and shall become effective (unless otherwise provided\ntherein) when one or more counterparts have been signed by each party and delivered to the other party.\nSection 12.10 Notices. Any notice or other communication hereunder must be\ngiven in writing and (a) delivered in person, (b) transmitted by facsimile or telecommunications mechanism, provided, that any notice so given is also mailed as provided in clause (c), or (c) mailed by certified or registered\nmail, postage prepaid, receipt requested as follows:\nIf to the Company or the Managing Member, addressed to it at:\nRosehill Resources Inc.\n16200 Park Row, Suite 300\nHouston, Texas 77084\nAttention: Alan Townsend\nWith copies (which shall not constitute notice) to:\nRosehill\nResources Inc.\n811 Main Street, 18th Floor\nHouston, TX\n77002\nFacsimile: (713) 654-8080\nAttention: Edward\nKovalik\nRosehill Resources Inc.\n405 Lexington Avenue,\nSuite 29C\nNew York, NY 10174\nFacsimile: (646) 576-8640\nAttention: Gregory R. Dow\nVinson & Elkins L.L.P.\n1001 Fannin St., Suite 2500\nHouston, TX 77002\nFacsimile: (713) 758-4588\nAttention: W. Matthew Strock;\nBryan Loocke\nIf to Tema, addressed to it at:\nTema Oil and\nGas Company\nc/o Rosemore, Inc.\n1 North Charles Street, 22nd\nFloor\nBaltimore, MD 21201\nFacsimile: (410) 347-7081\nAttention: General Counsel\nor to such other address or to\nsuch other person as either party shall have last designated by such notice to the other parties. Each such notice or other communication shall be effective (i) if given\nby telecommunication, when transmitted to the applicable number so specified in (or pursuant to) this Section 12.10 and an appropriate answerback is received or, if transmitted after\n4:00 p.m. local time on a Business Day in the jurisdiction to which such notice is sent or at any time on a day that is not a Business Day in the jurisdiction to which such notice is sent, then on the immediately following Business Day, (ii) if\ngiven by mail, on the first Business Day in the jurisdiction to which such notice is sent following the date three days after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if\ngiven by any other means, on the Business Day when actually received at such address or, if not received on a Business Day, on the Business Day immediately following such actual receipt.\nSection 12.11 Representation By Counsel; Interpretation. The parties acknowledge that each party to this Agreement has been\nrepresented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law, or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against\nthe party that drafted it has no application and is expressly waived.\nSection 12.12 Severability. If any provision of\nthis Agreement is determined to be invalid, illegal or unenforceable by any Governmental Entity, the remaining provisions of this Agreement, to the extent permitted by Law shall remain in full force and effect, provided, that the essential\nterms and conditions of this Agreement for all parties remain valid, binding and enforceable.\nSection 12.13 Expenses.\nExcept as otherwise provided in this Agreement or in the Combination Agreement, each party shall bear its own expenses in connection with the transactions contemplated by this Agreement.\nSection 12.14 No Third Party Beneficiaries. Except as expressly provided in Section 7.4 and\nSection 10.2, nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under this Agreement or\notherwise create any third party beneficiary hereto.\n[Signatures Pages Follow]"} +{"idx": 50, "level": 1, "span": "IN WITNESS WHEREOF"} +{"idx": 50, "level": 1, "span": "SIGNATURE\nPAGE TO"} +{"idx": 50, "level": 1, "span": "FIRST AMENDED AND RESTATED\nLIMITED LIABILITY COMPANY AGREEMENT OF"} +{"idx": 50, "level": 1, "span": "ROSEHILL\nOPERATING COMPANY, LLC"} +{"idx": 50, "level": 1, "span": "SIGNATURE\nPAGE TO"} +{"idx": 50, "level": 1, "span": "FIRST AMENDED AND RESTATED\nLIMITED LIABILITY COMPANY AGREEMENT OF"} +{"idx": 50, "level": 1, "span": "ROSEHILL\nOPERATING COMPANY, LLC"} +{"idx": 51, "level": 1, "span": "DISTRIBUTION SUPPORT AGREEMENT"} +{"idx": 51, "level": 0, "span": "RODIN GLOBAL PROPERTY TRUST, INC. DISTRIBUTION SUPPORT AGREEMENT\n(the “Agreement”) dated March 23, 2017, by and between Cantor Fitzgerald\nInvestors, LLC (the “Sponsor”) and Rodin Global Property Trust, Inc. (the “Company”). "} +{"idx": 51, "level": 1, "span": "WHEREAS\n,\nthe Company has registered for public sale (the “Offering”) a maximum of $1,250,000,000 in shares of its common stock, $0.01 par value per share (the “Shares”), of which amount: (a) up to $1,000,000,000 in\nShares are being offered to the public pursuant to the Company’s primary offering; and (b) up to $250,000,000 in Shares are being offered to stockholders of the Company (the “Stockholders”) pursuant to the Company’s\ndistribution reinvestment plan; "} +{"idx": 51, "level": 1, "span": "WHEREAS\n, the majority of the net proceeds of the Offering are intended to be invested in a\ndiversified portfolio of income-producing commercial properties and other real estate-related assets, investing primarily in the acquisition of single-tenant net leased commercial properties located in the United States, United Kingdom and other\nEuropean countries; and "} +{"idx": 51, "level": 1, "span": "WHEREAS\n, to ensure that the Company has a sufficient amount of funds to cover cash distributions\nauthorized and declared to Stockholders during the Offering, the Sponsor has agreed to enter into this Agreement in accordance with the terms set forth herein. "} +{"idx": 51, "level": 1, "span": "NOW THEREFORE\n, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as\nfollows: \n1. Definitions. The following terms, when used herein, shall have the following meanings:\n“Advisor” means Rodin Global Property Advisors, LLC, the Company’s advisor, or any Affiliated successor.\n“Affiliate” means with respect to any Person: (i) any Person directly or indirectly owning, controlling or holding, with\nthe power to vote, ten percent or more of the outstanding voting securities of such other Person; (ii) any Person ten percent or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to\nvote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and\n(v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. An entity shall not be deemed to control or be under common control with a program sponsored by the Sponsor unless (A) the\nentity owns ten percent or more of the voting equity interests of such program or (B) a majority of the board of directors (or equivalent governing body) of such program is composed of Affiliates of the entity.\n“Agreement” has the meaning set forth in the recitals.\n“Business Day” means any day, other than a Saturday or Sunday, that is neither a\nlegal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.\n“Class I Shares” means the Class I shares of the Company’s common stock, par value $0.01\nper share, offered pursuant to the Offering.\n“Code” means the Internal Revenue Code of 1986, as amended from time to\ntime, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as\nin effect from time to time.\n“Company” has the meaning set forth in the recitals.\n“Distribution Shortfall” means, with respect to any calendar quarter during the Term, the amount by which Quarterly\nDistributions exceed MFFO for such quarter or, in the event MFFO is negative, the amount of the Quarterly Distributions for such quarter.\n“Issue Date” has the meaning set forth in Section 3(b) hereof.\n“MFFO” means the Company’s modified funds from operations as disclosed in the Company’s Periodic Report filed with\nrespect to the applicable period.\n“Offering” has the meaning set forth in the recitals.\n“Periodic Report” means the Company’s quarterly report on Form 10-Q or annual\nreport on Form 10-K, as applicable.\n“Person” means an individual, corporation,\npartnership, estate, trust (including a trust qualified under Section 401(a) or\n501(c) (17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Internal\nRevenue Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity, or any government or any agency or political subdivision thereof, and also includes a group as that term is\nused for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.\n“Prospectus” means the\nprospectus for the Offering contained in the Company’s registration statement on Form S-11, filed with the SEC pursuant to the Securities Act of 1933, as amended, and the applicable rules and regulations\nof the SEC promulgated thereunder, and declared effective by the SEC, as such prospectus may be supplemented or amended thereafter.\n“Purchase Price” means, as of any given date, the per share price of the Shares in the Offering, net of the maximum per share\nselling commissions and maximum dealer manager fees specified in the Prospectus.\n“Quarterly Distributions” means the aggregate amount of cash distributions paid\nto Stockholders during a calendar quarter.\n“SEC” means the United States Securities and Exchange Commission.\n“Shares” has the meaning set forth in the recitals.\n“Sponsor” has the meaning set forth in the recitals.\n“Stockholders” has the meaning set forth in the recitals.\n“Term” has the meaning set forth in Section 4 hereof.\n2. Share Purchase Commitment. In the event of a Distribution Shortfall for any calendar quarter during the Term, the Sponsor shall\npurchase Class I Shares from the Company in an aggregate amount equal to the Distribution Shortfall; provided, however, that the Sponsor’s obligation to purchase Class I Shares pursuant to this Agreement, shall be limited to an\naggregate of $5,000,000 (when aggregated with any Shares the Sponsor or its Affiliates purchased in order to satisfy the minimum offering requirements set forth in the Prospectus). Any Class I Shares purchased by the Sponsor pursuant to this\nSection 2 shall be purchased pursuant to the Offering and at the Purchase Price in effect as of the date of purchase of the Class I Share.\n3. Procedure for Purchase of Class I Shares.\n(a)In the event of a Distribution Shortfall, the Company shall deliver to the Sponsor a written notice within ten (10) Business Days following the Company’s filing with the SEC of its Periodic Report for such\ncalendar quarter or year, as the case may be, specifying the number of Class I Shares to be purchased by the Sponsor pursuant to Section 2 above and the Company’s calculation of the Distribution Shortfall.\n(b)On the fifth Business Day following the delivery of such notice (the “Issue Date”), the Company shall issue to the Sponsor the Class I Shares being sold against the Sponsor’s delivery of its\nexecuted subscription for the Offering and payment of the Purchase Price for such Class I Shares by wire transfer of immediately available funds.\n4. Term. This Agreement shall be in effect until the earlier of (a) March 23, 2019 (unless extended by the parties hereto) or\n(b) the date upon which neither Rodin Global Property Advisors, LLC nor any of its Affiliates is serving as the Company’s Advisor (the “Term”).\n5. Notices. All notices shall be in writing and shall be given or made, by delivery in person or by guaranteed delivery overnight\ncourier to each party at the addresses set forth below:\nRodin Global Property Trust, Inc.\n110 East 59th Street\nNew York, New York 10022\nAttention: General Counsel\nCantor Fitzgerald Investors, LLC\n110 East 59th Street\nNew York, New York 10022\nAttention: General Counsel\nor\nto such other addresses as each party may designate at any time by giving notice in writing to the other party. Notices shall be effective upon receipt in the case of personal delivery or one Business Day after being sent in the case of delivery by\novernight courier.\n6. Voting Agreement. The Sponsor agrees and shall cause any of its Affiliates to whom it may transfer\nClass I Shares to agree on behalf of the Sponsor and to require any subsequent transferees that are Affiliates to agree that, with respect to any Class I Shares purchased pursuant to this Agreement or otherwise acquired, the Sponsor will\nnot vote or consent on matters submitted to the Stockholders regarding any transaction between the Company and the Advisor or a transaction between the Company and any Affiliate of the Sponsor, including, without limitation, the removal of the\nAdvisor or any of its Affiliates as the Company’s Advisor. These voting restrictions shall survive with respect to the Sponsor until such time that the Advisor or its Affiliates are no longer serving as the Company’s Advisor.\n7. Assignment; Third Party Beneficiaries. This Agreement may not be assigned by any of the parties; provided, however, that the\nSponsor may assign its obligations under this Agreement to any one or more of its Affiliates, but no such assignments shall relieve the Sponsor of its obligations hereunder. This Agreement shall inure to the benefit of and shall be binding upon the\nheirs, executors, administrators, legal representatives, successors and assigns of the parties hereto.\n8. Governing Law. This\nAgreement shall be governed by and interpreted in accordance with the laws of the State of New York without reference to conflict of laws provisions.\n9. Amendment. No amendment, modification or waiver of this Agreement will be valid unless made in writing and duly executed by each\nparty hereto.\n10. Entire Agreement. This agreement constitutes the entire understanding among the parties with respect to the\nsubject matter hereof. This agreement may be executed in one or more counterparts."} +{"idx": 51, "level": 1, "span": "[The remainder of this page is intentionally left\nblank. Signature page follows.]"} +{"idx": 51, "level": 2, "span": "1. Definitions\nThe following terms, when used herein, shall have the following meanings:"} +{"idx": 51, "level": 2, "span": "2. Share Purchase Commitment\nIn the event of a Distribution Shortfall for any calendar quarter during the Term, the Sponsor shall\npurchase Class I Shares from the Company in an aggregate amount equal to the Distribution Shortfall; provided, however, that the Sponsor’s obligation to purchase Class I Shares pursuant to this Agreement, shall be limited to an\naggregate of $5,000,000 (when aggregated with any Shares the Sponsor or its Affiliates purchased in order to satisfy the minimum offering requirements set forth in the Prospectus). Any Class I Shares purchased by the Sponsor pursuant to this\nSection 2 shall be purchased pursuant to the Offering and at the Purchase Price in effect as of the date of purchase of the Class I Share."} +{"idx": 51, "level": 2, "span": "3. Procedure for Purchase of Class I Shares."} +{"idx": 51, "level": 2, "span": "4. Term\nThis Agreement shall be in effect until the earlier of (a) March 23, 2019 (unless extended by the parties hereto) or\n(b) the date upon which neither Rodin Global Property Advisors, LLC nor any of its Affiliates is serving as the Company’s Advisor (the “Term”)."} +{"idx": 51, "level": 2, "span": "5. Notices\nAll notices shall be in writing and shall be given or made, by delivery in person or by guaranteed delivery overnight\ncourier to each party at the addresses set forth below:"} +{"idx": 51, "level": 2, "span": "6. Voting Agreement\nThe Sponsor agrees and shall cause any of its Affiliates to whom it may transfer\nClass I Shares to agree on behalf of the Sponsor and to require any subsequent transferees that are Affiliates to agree that, with respect to any Class I Shares purchased pursuant to this Agreement or otherwise acquired, the Sponsor will\nnot vote or consent on matters submitted to the Stockholders regarding any transaction between the Company and the Advisor or a transaction between the Company and any Affiliate of the Sponsor, including, without limitation, the removal of the\nAdvisor or any of its Affiliates as the Company’s Advisor. These voting restrictions shall survive with respect to the Sponsor until such time that the Advisor or its Affiliates are no longer serving as the Company’s Advisor."} +{"idx": 51, "level": 2, "span": "7. Assignment; Third Party Beneficiaries\nThis Agreement may not be assigned by any of the parties; provided, however, that the\nSponsor may assign its obligations under this Agreement to any one or more of its Affiliates, but no such assignments shall relieve the Sponsor of its obligations hereunder. This Agreement shall inure to the benefit of and shall be binding upon the\nheirs, executors, administrators, legal representatives, successors and assigns of the parties hereto."} +{"idx": 51, "level": 2, "span": "8. Governing Law\nThis\nAgreement shall be governed by and interpreted in accordance with the laws of the State of New York without reference to conflict of laws provisions."} +{"idx": 51, "level": 2, "span": "9. Amendment\nNo amendment, modification or waiver of this Agreement will be valid unless made in writing and duly executed by each\nparty hereto."} +{"idx": 51, "level": 2, "span": "10. Entire Agreement\nThis agreement constitutes the entire understanding among the parties with respect to the\nsubject matter hereof. This agreement may be executed in one or more counterparts."} +{"idx": 51, "level": 1, "span": "IN WITNESS WHEREOF"} +{"idx": 51, "level": 1, "span": "[Signature Page to Distribution Support Agreement – Rodin Global Property Trust, Inc.]"} +{"idx": 52, "level": 1, "span": "2017 AFI PSU Tier II - STOCK | CASH FLOW"} +{"idx": 52, "level": 1, "span": "(With Australian Addendum)"} +{"idx": 52, "level": 1, "span": "ARMSTRONG FLOORING, INC.\n2500 Columbia Ave., P.O. Box 3025\nLancaster, PA 17604\n717.672.9611"} +{"idx": 52, "level": 1, "span": "EXHIBIT B"} +{"idx": 52, "level": 2, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 52, "level": 2, "span": "2016 LONG-TERM INCENTIVE PLAN"} +{"idx": 52, "level": 2, "span": "PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT"} +{"idx": 52, "level": 0, "span": "TERMS AND CONDITIONS\n1.Grant.\n(a)    Subject to the terms set forth below, Armstrong Flooring, Inc. (the “Company”) has granted to the designated employee (the “Grantee”) two target awards (the “Target Award”) of performance-based restricted stock units (the “Performance Units”) as specified in the 2017 Long-Term Performance Restricted Stock Unit Grant Letters to which these Grant Conditions relate (the “Grant Letters”). The “Date of Grant” is March 7, 2017. The Performance Units are Stock Units with respect to common stock of the Company (“Company Stock”).\n(b)    The Performance Units shall be earned, vested and payable if and to the extent that the Cumulative Free Cash Flow and Cumulative EBITDA performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met. The “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019.\n(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters. This grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan.\n2.    Performance Goals; Vesting.\n(a)    The Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through December 31, 2019 (the “Vesting Date”). The Performance Units shall be earned based on attainment of the Performance Goals and shall vest based on the Grantee’s continued employment through the Vesting Date, or as otherwise provided below.\n(b)    After the end of the Performance Period, the Management Development and Compensation Committee (the “Committee”) will determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units. The Grantee can earn up to 200% of the Target Award based on attainment of the Performance Goals, as set forth in the Grant Letters. Earned and vested Performance Units shall be payable as described in Section 5.\n(c)    If a Change in Control occurs, the amount earned with respect to the Performance Units shall be determined as of the date of the Change in Control as described in the Grant\nLetters. The earned Performance Units shall continue to vest based on the Grantee’s continued employment through the Vesting Date, except as otherwise provided herein. Earned and vested Performance Units shall be payable as described in Section 5. Notwithstanding the foregoing, if the Performance Units are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Units shall vest as of the date of the Change in Control, and such earned and vested Performance Units shall be paid as of the date of the Change in Control if the Change in Control is a 409A CIC (as defined below) and if permitted by the plan termination provisions of the regulations under section 409A of the Code. If payment at the date of the Change in Control is not permitted under section 409A, the earned and vested Performance Units shall be payable as described in Section 5.\n(d)    Except as described below, no Performance Units shall be earned prior to the Committee’s determination of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Units shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination.\n3.    Termination of Employment.\n(a)    General Rule. Except as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Units shall be forfeited as of the termination date and shall cease to be outstanding.\n(b)    “55 / 5” Rule Termination. If, after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of a “55 / 5” Rule Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period; provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(c)    Involuntary Termination before a Change in Control. If, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period, provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a\nfraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(d)    Death or Long-Term Disability Before a Change in Control. If, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(e)    Involuntary Termination, Death and Disability on or after a Change in Control. If the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Units earned as of the Change in Control date as described in the Grant Letters. If the Grantee has a Change in Control Severance Agreement with the Company (“Change in Control Agreement”), on and after a Change in Control, the term “Involuntary Termination” shall have the meaning given a termination by the Company without Cause as defined in the Change in Control Agreement, and shall include without limitation a termination for Good Reason as defined in the Change in Control Agreement. The Grantee agrees that, subject to the immediately preceding sentence, if and to the extent that these Grant Conditions conflict with the terms of the Change in Control Agreement or any employment agreement between the Company and the Grantee, these Grant Conditions shall supersede the provisions of the Change in Control Agreement and employment agreement applicable to vesting of performance units on and after a Change in Control, notwithstanding anything in the Change in Control Agreement or employment agreement to the contrary.\n(f)    Coordination of Provisions. If the Grantee terminates employment in a termination that is both a “‘55 / 5’ Rule Termination” and an Involuntary Termination, the termination shall be treated as an Involuntary Termination for purposes of the Grant Condition and Grant Letters.\n4.    Definitions. For purposes of these Grant Conditions and the Grant Letters:\n(a)    “‘55 / 5’ Rule Termination” shall mean the Grantee’s termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer.\n(b)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer.\n(c)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause.\n(d)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan.\n5.    Payment.\n(a)    Except as provided below, after the end of the Performance Period, if the Committee certifies that the Performance Goals and other conditions to payment of the Performance Units have been met, the Company shall issue shares of Company Stock to the Grantee equal to the number of earned and vested Performance Units, subject to applicable withholding for Taxes (as defined below) and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan. Payment of earned and vested Performance Units shall be made between April 1, 2020 and April 30, 2020, except as provided below. All unpaid Performance Units shall be forfeited in the event of termination for Cause.\n(b)    If the Grantee’s employment terminates for any reason other than Cause upon or within two years after a Change in Control that meets the requirements of a 409A CIC, the Grantee’s unpaid earned and vested Performance Units (if any) shall be paid within 60 days after the termination date, subject to compliance with section 409A of the Code, if applicable, and as described in Section 20(h) of the Plan. The Company shall issue shares of Company Stock to the Grantee equal to the number of the earned and vested Performance Units, subject to applicable withholding for Taxes. If a Change in Control does not meet the requirements of a 409A CIC, the Grantee’s earned and vested Performance Units (if any) shall be paid at the date described in subsection (a).\n(c)    Any fractional shares will be rounded up to the nearest whole share, but not exceeding 200% of the Target Award.\n6.    Dividend Equivalents. Dividend Equivalents shall accrue with respect to Performance Units and shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Units to which they relate. Dividend Equivalents shall be credited on the Performance Units when dividends are declared on shares of Company Stock from the Date of Grant until the payment date for the vested Performance Units. The Company will keep records of Dividend Equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Vested Dividend Equivalents shall be paid in cash at the same time and subject to the same terms as the underlying vested Performance Units.\nIf and to the extent that the underlying Performance Units are forfeited, all related Dividend Equivalents shall also be forfeited.\n7.    Delivery of Shares. The Company’s obligation to deliver shares upon the vesting of the Performance Units shall be subject to applicable laws, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate to comply with relevant securities laws and regulations.\n8.    No Stockholder Rights. No shares of Company Stock shall be issued to the Grantee on the Date of Grant, and the Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Performance Units.\n9.    No Right to Continued Employment. The grant of Performance Units shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time.\n10.    Incorporation of Plan by Reference. The Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Units constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Units shall be final and binding on the Grantee and any other person claiming an interest in the Performance Units.\n11.    Withholding Taxes.\n(a)    The Employer shall have the right, and the Grantee hereby authorizes the Employer, to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes, social insurance, payroll tax, contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the Performance Units (the “Taxes”). The Employer will withhold shares of Company Stock payable hereunder to satisfy the withholding obligation for Taxes on amounts payable in shares, unless the Grantee provides a payment to the Employer to cover such Taxes, in accordance with procedures established by the Committee. Unless the Committee determines otherwise, the share withholding amount shall not exceed the Grantee’s minimum applicable withholding amount for Taxes.\n(b)    Regardless of any action the Employer takes with respect to any such Taxes, the Grantee acknowledges that the ultimate liability for all such Taxes legally due by the Grantee is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Employer. The Grantee further acknowledges that the Employer (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Performance Units, including the grant, vesting or settlement of the Performance Units and the subsequent sale of any shares of Company Stock acquired at settlement and the receipt of any Dividend Equivalents; and (ii) does not commit to structure the terms of the grant or any aspect\nof the Performance Units to reduce or eliminate the Grantee’s liability for Taxes. Further, if the Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Grantee acknowledges that the Employer (or the Grantee’s former employer, as applicable) may be required to collect, withhold or account for Taxes in more than one jurisdiction.\n12.    Company Policies. All amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time.\n13.    Assignment. The Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Units, except to a successor grantee in the event of the Grantee’s death.\n14.    Section 409A. The Grant Letters and these Grant Conditions are intended to comply with section 409A of the Code or an exemption, consistent with Section 20(h) of the Plan, including the six-month delay for specified employees in accordance with the requirements of section 409A of the Code, if applicable. In furtherance of the foregoing, if the Performance Units or related Dividend Equivalents constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Units and related Dividend Equivalents shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder.\n15.    Successors. The provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event.\n16.    Governing Law. The validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle.\n17.    No Entitlement or Claims for Compensation. In connection with the acceptance of the grant of the Performance Units under the Grant Letters and these Grant Conditions, the Grantee acknowledges the following:\n(a)    the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time;\n(b)    the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past;\n(c)    all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee;\n(d)    the Grantee is voluntarily participating in the Plan;\n(e)    the Performance Units and any shares of Company Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee’s employer) and which are outside the scope of the Grantee’s employment contract, if any;\n(f)    the Performance Units and any shares of Company Stock acquired under the Plan are not to be considered part of the Grantee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;\n(g)    the Performance Units and the shares of Company Stock subject to the award are not intended to replace any pension rights or compensation;\n(h)    the grant of Performance Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer;\n(i)    the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty. If the Grantee vests in the Performance Units and receives shares of Company Stock, the value of the acquired shares may increase or decrease. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the Performance Units or the shares of Company Stock; and\n(j)    the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee’s cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee’s employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee’s ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units or any of the shares of Company Stock acquired thereunder as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is\nfound by a court of competent jurisdiction to have arisen, then the Grantee shall be deemed to have irrevocably waived the Grantee’s entitlement to pursue such rights or claim.\n18.    Data Privacy.\n(a)    The Grantee hereby explicitly, willingly and unambiguously consents to the collection, systematization, accumulation, storage, blocking, destruction, use, disclosure and transfer, in electronic or other form, of the Grantee’s personal data as described in these Grant Conditions by and among, as applicable, the Grantee’s employer, the Company or its subsidiaries or affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.\n(b)    The Grantee understands that the Grantee’s employer, the Company or its subsidiaries or affiliates, as applicable, hold certain personal information and sensitive personal information about the Grantee regarding the Grantee’s employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its subsidiaries or affiliates, details of all options, awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”).\n(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative. \n19.    Addendum. Notwithstanding any provisions in these Grant Conditions, the Performance Units shall be subject to any special terms and conditions set forth in any Addendum to this Agreement for the Grantee’s country. Moreover, if the Grantee relocates to one of the countries included in the Addendum, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary for legal or administrative reasons. The Addendum constitutes part of these Grant Conditions."} +{"idx": 52, "level": 4, "span": "* * *"} +{"idx": 52, "level": 4, "span": "(a)    Subject to the terms set forth below, Armstrong Flooring, Inc\n(the “Company”) has granted to the designated employee (the “Grantee”) two target awards (the “Target Award”) of performance-based restricted stock units (the “Performance Units”) as specified in the 2017 Long-Term Performance Restricted Stock Unit Grant Letters to which these Grant Conditions relate (the “Grant Letters”). The “Date of Grant” is March 7, 2017. The Performance Units are Stock Units with respect to common stock of the Company (“Company Stock”)."} +{"idx": 52, "level": 4, "span": "(b)    The Performance Units shall be earned, vested and payable if and to the extent that the Cumulative Free Cash Flow and Cumulative EBITDA performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met\nThe “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019."} +{"idx": 52, "level": 4, "span": "(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters\nThis grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan."} +{"idx": 52, "level": 3, "span": "2.    Performance Goals; Vesting."} +{"idx": 52, "level": 4, "span": "(a)    The Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through December 31, 2019 (the “Vesting Date”)\nThe Performance Units shall be earned based on attainment of the Performance Goals and shall vest based on the Grantee’s continued employment through the Vesting Date, or as otherwise provided below."} +{"idx": 52, "level": 4, "span": "(b)    After the end of the Performance Period, the Management Development and Compensation Committee (the “Committee”) will determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units\nThe Grantee can earn up to 200% of the Target Award based on attainment of the Performance Goals, as set forth in the Grant Letters. Earned and vested Performance Units shall be payable as described in Section 5."} +{"idx": 52, "level": 4, "span": "(c)    If a Change in Control occurs, the amount earned with respect to the Performance Units shall be determined as of the date of the Change in Control as described in the Grant"} +{"idx": 52, "level": 4, "span": "(d)    Except as described below, no Performance Units shall be earned prior to the Committee’s determination of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Units shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination."} +{"idx": 52, "level": 3, "span": "3.    Termination of Employment."} +{"idx": 52, "level": 4, "span": "(a)    General Rule\nExcept as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Units shall be forfeited as of the termination date and shall cease to be outstanding."} +{"idx": 52, "level": 4, "span": "(b)    “55 / 5” Rule Termination\nIf, after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of a “55 / 5” Rule Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period; provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5."} +{"idx": 52, "level": 4, "span": "(c)    Involuntary Termination before a Change in Control\nIf, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period, provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a"} +{"idx": 52, "level": 4, "span": "(d)    Death or Long-Term Disability Before a Change in Control\nIf, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5."} +{"idx": 52, "level": 4, "span": "(e)    Involuntary Termination, Death and Disability on or after a Change in Control\nIf the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Units earned as of the Change in Control date as described in the Grant Letters. If the Grantee has a Change in Control Severance Agreement with the Company (“Change in Control Agreement”), on and after a Change in Control, the term “Involuntary Termination” shall have the meaning given a termination by the Company without Cause as defined in the Change in Control Agreement, and shall include without limitation a termination for Good Reason as defined in the Change in Control Agreement. The Grantee agrees that, subject to the immediately preceding sentence, if and to the extent that these Grant Conditions conflict with the terms of the Change in Control Agreement or any employment agreement between the Company and the Grantee, these Grant Conditions shall supersede the provisions of the Change in Control Agreement and employment agreement applicable to vesting of performance units on and after a Change in Control, notwithstanding anything in the Change in Control Agreement or employment agreement to the contrary."} +{"idx": 52, "level": 4, "span": "(f)    Coordination of Provisions\nIf the Grantee terminates employment in a termination that is both a “‘55 / 5’ Rule Termination” and an Involuntary Termination, the termination shall be treated as an Involuntary Termination for purposes of the Grant Condition and Grant Letters."} +{"idx": 52, "level": 3, "span": "4.    Definitions\nFor purposes of these Grant Conditions and the Grant Letters:"} +{"idx": 52, "level": 4, "span": "(a)    “‘55 / 5’ Rule Termination” shall mean the Grantee’s termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer."} +{"idx": 52, "level": 4, "span": "(b)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer."} +{"idx": 52, "level": 4, "span": "(c)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause."} +{"idx": 52, "level": 4, "span": "(d)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan."} +{"idx": 52, "level": 3, "span": "5.    Payment."} +{"idx": 52, "level": 4, "span": "(a)    Except as provided below, after the end of the Performance Period, if the Committee certifies that the Performance Goals and other conditions to payment of the Performance Units have been met, the Company shall issue shares of Company Stock to the Grantee equal to the number of earned and vested Performance Units, subject to applicable withholding for Taxes (as defined below) and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan\nPayment of earned and vested Performance Units shall be made between April 1, 2020 and April 30, 2020, except as provided below. All unpaid Performance Units shall be forfeited in the event of termination for Cause."} +{"idx": 52, "level": 4, "span": "(b)    If the Grantee’s employment terminates for any reason other than Cause upon or within two years after a Change in Control that meets the requirements of a 409A CIC, the Grantee’s unpaid earned and vested Performance Units (if any) shall be paid within 60 days after the termination date, subject to compliance with section 409A of the Code, if applicable, and as described in Section 20(h) of the Plan\nThe Company shall issue shares of Company Stock to the Grantee equal to the number of the earned and vested Performance Units, subject to applicable withholding for Taxes. If a Change in Control does not meet the requirements of a 409A CIC, the Grantee’s earned and vested Performance Units (if any) shall be paid at the date described in subsection (a)."} +{"idx": 52, "level": 4, "span": "(c)    Any fractional shares will be rounded up to the nearest whole share, but not exceeding 200% of the Target Award."} +{"idx": 52, "level": 3, "span": "6.    Dividend Equivalents\nDividend Equivalents shall accrue with respect to Performance Units and shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Units to which they relate. Dividend Equivalents shall be credited on the Performance Units when dividends are declared on shares of Company Stock from the Date of Grant until the payment date for the vested Performance Units. The Company will keep records of Dividend Equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Vested Dividend Equivalents shall be paid in cash at the same time and subject to the same terms as the underlying vested Performance Units."} +{"idx": 52, "level": 3, "span": "7.    Delivery of Shares\nThe Company’s obligation to deliver shares upon the vesting of the Performance Units shall be subject to applicable laws, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate to comply with relevant securities laws and regulations."} +{"idx": 52, "level": 3, "span": "8.    No Stockholder Rights\nNo shares of Company Stock shall be issued to the Grantee on the Date of Grant, and the Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Performance Units."} +{"idx": 52, "level": 3, "span": "9.    No Right to Continued Employment\nThe grant of Performance Units shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time."} +{"idx": 52, "level": 3, "span": "10.    Incorporation of Plan by Reference\nThe Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Units constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Units shall be final and binding on the Grantee and any other person claiming an interest in the Performance Units."} +{"idx": 52, "level": 3, "span": "11.    Withholding Taxes."} +{"idx": 52, "level": 4, "span": "(a)    The Employer shall have the right, and the Grantee hereby authorizes the Employer, to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes, social insurance, payroll tax, contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the Performance Units (the “Taxes”)\nThe Employer will withhold shares of Company Stock payable hereunder to satisfy the withholding obligation for Taxes on amounts payable in shares, unless the Grantee provides a payment to the Employer to cover such Taxes, in accordance with procedures established by the Committee. Unless the Committee determines otherwise, the share withholding amount shall not exceed the Grantee’s minimum applicable withholding amount for Taxes."} +{"idx": 52, "level": 4, "span": "(b)    Regardless of any action the Employer takes with respect to any such Taxes, the Grantee acknowledges that the ultimate liability for all such Taxes legally due by the Grantee is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Employer\nThe Grantee further acknowledges that the Employer (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Performance Units, including the grant, vesting or settlement of the Performance Units and the subsequent sale of any shares of Company Stock acquired at settlement and the receipt of any Dividend Equivalents; and (ii) does not commit to structure the terms of the grant or any aspect"} +{"idx": 52, "level": 3, "span": "12.    Company Policies\nAll amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time."} +{"idx": 52, "level": 3, "span": "13.    Assignment\nThe Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Units, except to a successor grantee in the event of the Grantee’s death."} +{"idx": 52, "level": 3, "span": "14.    Section 409A\nThe Grant Letters and these Grant Conditions are intended to comply with section 409A of the Code or an exemption, consistent with Section 20(h) of the Plan, including the six-month delay for specified employees in accordance with the requirements of section 409A of the Code, if applicable. In furtherance of the foregoing, if the Performance Units or related Dividend Equivalents constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Units and related Dividend Equivalents shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder."} +{"idx": 52, "level": 3, "span": "15.    Successors\nThe provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event."} +{"idx": 52, "level": 3, "span": "16.    Governing Law\nThe validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle."} +{"idx": 52, "level": 3, "span": "17.    No Entitlement or Claims for Compensation\nIn connection with the acceptance of the grant of the Performance Units under the Grant Letters and these Grant Conditions, the Grantee acknowledges the following:"} +{"idx": 52, "level": 4, "span": "(a)    the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time;"} +{"idx": 52, "level": 4, "span": "(b)    the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past;"} +{"idx": 52, "level": 4, "span": "(c)    all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee;"} +{"idx": 52, "level": 4, "span": "(d)    the Grantee is voluntarily participating in the Plan;"} +{"idx": 52, "level": 4, "span": "(e)    the Performance Units and any shares of Company Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee’s employer) and which are outside the scope of the Grantee’s employment contract, if any;"} +{"idx": 52, "level": 4, "span": "(f)    the Performance Units and any shares of Company Stock acquired under the Plan are not to be considered part of the Grantee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;"} +{"idx": 52, "level": 4, "span": "(g)    the Performance Units and the shares of Company Stock subject to the award are not intended to replace any pension rights or compensation;"} +{"idx": 52, "level": 4, "span": "(h)    the grant of Performance Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer;"} +{"idx": 52, "level": 5, "span": "(i)    the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty\nIf the Grantee vests in the Performance Units and receives shares of Company Stock, the value of the acquired shares may increase or decrease. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the Performance Units or the shares of Company Stock; and"} +{"idx": 52, "level": 4, "span": "(j)    the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee’s cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee’s employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee’s ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units or any of the shares of Company Stock acquired thereunder as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise\nIf, notwithstanding the foregoing, any such right or claim is"} +{"idx": 52, "level": 3, "span": "18.    Data Privacy."} +{"idx": 52, "level": 4, "span": "(a)    The Grantee hereby explicitly, willingly and unambiguously consents to the collection, systematization, accumulation, storage, blocking, destruction, use, disclosure and transfer, in electronic or other form, of the Grantee’s personal data as described in these Grant Conditions by and among, as applicable, the Grantee’s employer, the Company or its subsidiaries or affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan."} +{"idx": 52, "level": 4, "span": "(b)    The Grantee understands that the Grantee’s employer, the Company or its subsidiaries or affiliates, as applicable, hold certain personal information and sensitive personal information about the Grantee regarding the Grantee’s employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its subsidiaries or affiliates, details of all options, awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”)."} +{"idx": 52, "level": 4, "span": "(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country\nThe Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative."} +{"idx": 52, "level": 3, "span": "19.    Addendum\nNotwithstanding any provisions in these Grant Conditions, the Performance Units shall be subject to any special terms and conditions set forth in any Addendum to this Agreement for the Grantee’s country. Moreover, if the Grantee relocates to one of the countries included in the Addendum, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary for legal or administrative reasons. The Addendum constitutes part of these Grant Conditions."} +{"idx": 52, "level": 2, "span": "ADDENDUM"} +{"idx": 52, "level": 2, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 52, "level": 2, "span": "PERFORMANCE RESTRICTED STOCK UNIT GRANT"} +{"idx": 52, "level": 4, "span": "Additional Terms and Conditions and Notifications\nThis Addendum includes special terms and conditions that govern the Performance Units granted to the Grantee if the Grantee resides in the countries listed herein. These terms and conditions are in addition to the terms and conditions set forth in the Grant Conditions. This Addendum may also include information regarding certain other issues of which the Grantee should be aware with respect to the Grantee’s participation in the Plan. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Grant Conditions (of which this Addendum is a part) and the Plan."} +{"idx": 52, "level": 5, "span": "AUSTRALIA"} +{"idx": 52, "level": 5, "span": "SECURITIES LAW DISCLOSURE\nFor the purposes of this section of the Addendum:\n“Australian Participants” means all persons to whom an offer or invitation of Performance Units are made in Australia under the Plan.\n“Exchange” means the New York Stock Exchange.\n“related body corporate” has the meaning given in section 50 of the Corporations Act 2001 (Cth)."} +{"idx": 52, "level": 5, "span": "General Advice Only\nAny advice given by the Company or any related body corporate of the Company in relation to the Performance Units offered under the Plan does not take into account an Australian Participant’s objectives, financial situation and needs. Australian Participants should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities & Investments Commission to give such advice."} +{"idx": 52, "level": 5, "span": "Acquisition price\nNo acquisition price is payable by Australian Participants for the Company to grant you the number of Performance Units set forth in the Grant Letter."} +{"idx": 52, "level": 5, "span": "Risks of Performance Units and Company Stock\nAcquiring and holding Performance Units and Company Stock involves risk. These risks include that:\n(a)    there is no guarantee that Company Stock will grow in value - it may decline in value. Stock markets are subject to fluctuations and the price of Company Stock can rise and fall, depending upon the Company’s performance and other internal and external factors.\n(b)    the Company may decide not to continue to pay dividends on its Company Stock at the current level, or may decide to cease the payment of dividends on its Company Stock.\n(c)    there are tax implications involved in acquiring and holding Performance Units and Company Stock and the tax regime applying to Australian Participants may change."} +{"idx": 52, "level": 4, "span": "(a)    there is no guarantee that Company Stock will grow in value - it may decline in value\nStock markets are subject to fluctuations and the price of Company Stock can rise and fall, depending upon the Company’s performance and other internal and external factors."} +{"idx": 52, "level": 4, "span": "(b)    the Company may decide not to continue to pay dividends on its Company Stock at the current level, or may decide to cease the payment of dividends on its Company Stock."} +{"idx": 52, "level": 4, "span": "(c)    there are tax implications involved in acquiring and holding Performance Units and Company Stock and the tax regime applying to Australian Participants may change."} +{"idx": 52, "level": 5, "span": "Market Price of Company Stock in Australian Dollars\nAn Australian Participant could, from time to time, ascertain the market price of Company Stock by obtaining that price from the Exchange website, the Company website or The Wall Street Journal, and multiplying that price by a published exchange rate to convert U.S. Dollars into Australian Dollars."} +{"idx": 53, "level": 0, "span": "ROSEHILL RESOURCES INC. LONG-TERM INCENTIVE PLAN\n1.    Purpose. The purpose of the Rosehill Resources Inc. Long-Term Incentive Plan (the\n“Plan”) is to provide a means through which (a) Rosehill Resources Inc., a Delaware corporation (the “Company”), and its Affiliates may attract, retain and motivate qualified persons to serve as\nemployees, directors and consultants, thereby enhancing the profitable growth of the Company and its Affiliates and (b) persons upon whom the responsibilities of the successful administration and management of the Company and its Affiliates\nrest, and whose present and potential contributions to the Company and its Affiliates are of importance, can acquire and maintain stock ownership or other awards tied to the performance of the Company, thereby strengthening their concern for the\nCompany and its Affiliates. Accordingly, the Plan provides for the grant of Options, SARs, Restricted Stock, Restricted Stock Units, Stock Awards, Dividend Equivalents, Other Stock-Based Awards, Cash Awards, Substitute Awards, Performance Awards, or\nany combination of the foregoing, as determined by the Committee in its sole discretion.\n2.    Definitions.\nFor purposes of the Plan, the following terms shall be defined as set forth below:\n(a)    “Affiliate” means any corporation, partnership, limited liability company, limited\nliability partnership, association, trust or other organization that, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with\ncorrelative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50%\nof the securities having ordinary voting power for the election of directors of the controlled entity or organization or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether\nthrough the ownership of voting securities, by contract, or otherwise.\n(b)    “ASC Topic 718” means Financial Accounting Standards Board Accounting Standards\nCodification Topic 718, Compensation – Stock Compensation, as amended or any successor accounting standard.\n(c)    “Award” means any Option, SAR, Restricted Stock, Restricted Stock Unit, Stock Award,\nDividend Equivalent, Other Stock-Based Award, Cash Award, Substitute Award or Performance Award, together with any other right or interest, granted under the Plan.\n(d)    “Award Agreement” means a written or electronic agreement (including any employment,\nseverance or change in control agreement) or other instrument or document evidencing an Award, which agreement, instrument, or document may, but need not be, executed or acknowledged by a Participant.\n(e)    “Board” means the Board of Directors of the Company.\n(f)    “Cash Award” means an Award denominated in cash granted under Section 6(i).\n(g)    “Change in Control” means, except as otherwise\nprovided in an Award Agreement, the occurrence of any of the following events after the Effective Date:\n(i)    A\n“change in the ownership” of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5)(v), whereby any one person, or more than one person acting as a “group” (for\npurposes of this Section 2(g)(i), as such term is defined in Treasury Regulation § 1.409A-3(i)(5)(v)(B)), acquires ownership of stock in the Company that, together with stock held by such person or\ngroup, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company.\n(ii)    A “change in the effective control” of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vi), whereby either (A) any one person, or more than one person acting as a “group” (for purposes of this Section 2(g)(ii), as such term is defined in Treasury Regulation § 1.409A-3(i)(5)(vi)(D)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of\nthe Company possessing 30% or more of the total voting power of the stock of the Company; or (B) a majority of the members of the Board are replaced during any 12-month period by directors whose\nappointment or election is not endorsed by at least a majority of the members of the Board prior to the date of such appointment or election.\n(iii)    A “change in the ownership of a substantial portion” of the Company’s assets within the meaning\nof Treasury Regulation § 1.409A-3(i)(5)(vii), whereby any one person, or more than one person acting as a “group” (for purposes of this Section 2(g)(iii), as such term is defined in\nTreasury Regulation § 1.409A-3(i)(5)(vii)(C)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person\nor persons) assets of the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company immediately prior to such acquisition or acquisitions.\nThe preceding provisions of this Section 2(g) are intended to merely summarize the provisions of Treasury Regulation § 1.409A-3(i)(5) and, to the extent that the preceding provisions of this Section 2(g) do not incorporate fully all of the provisions (or are otherwise inconsistent with the provisions) of Treasury Regulation\n§ 1.409A-3(i)(5), then the relevant provisions of such Treasury Regulation shall control. In addition, for purposes of this Section 2(g) and except as otherwise provided in an Award Agreement,\n“Company” includes (x) the Company, (y) the entity for whom a Participant performs the services for which an Award is granted, and (z) an entity that is a stockholder owning more than 50% of the total fair market value and\ntotal voting power (a “Majority Stockholder”) of the Company or the entity identified in (y) above, or any entity in a chain of entities in which each entity is a Majority Stockholder of another entity in the chain,\nending in the Company or the entity identified in (y) above.\n(h)    “Change in Control\nPrice” means the amount determined in the following clause (i), (ii), (iii), (iv) or (v), whichever the Committee determines is applicable, as follows: (i) the price per share offered to holders of Stock in any merger or\nconsolidation, (ii) the per share fair market value of the Stock immediately before the Change in Control or other event without regard to assets sold in the Change in Control or other event and assuming the Company has received the\nconsideration paid for the assets in the case of a sale of the assets, (iii) the\namount distributed per share of Stock in a dissolution transaction, (iv) the price per share offered to holders of Stock in any tender offer or exchange offer whereby a Change in Control or\nother event takes place, or (v) if such Change in Control or other event occurs other than pursuant to a transaction described in clauses (i), (ii), (iii), or (iv) of this Section 2(h), the value per share of the Stock that may\notherwise be obtained with respect to such Awards or to which such Awards track, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Awards. In the event that the\nconsideration offered to stockholders of the Company in any transaction described in this Section 2(h) or in Section 8(e) consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of\nthe consideration offered which is other than cash and such determination shall be binding on all affected Participants to the extent applicable to Awards held by such Participants.\n(i)    “Code” means the Internal Revenue Code of 1986, as amended from time to time, including the\nguidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.\n(j)    “Committee” means a committee of two or more directors designated by the Board to\nadminister the Plan; provided, however, that, unless otherwise determined by the Board, the Committee shall consist solely of two or more Qualified Members.\n(k)    “Covered Employee” means an Eligible Person who is (i) a “covered employee”\nwithin the meaning of Section 162(m) or (ii) designated by the Committee, at the time of grant of a Performance Award or at any subsequent time, as reasonably expected to be a “covered employee” with respect to the taxable year of the\nCompany in which any applicable Award will be paid.\n(l)    “Dividend Equivalent” means a\nright, granted to an Eligible Person under Section 6(g), to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments.\n(m)    “Effective Date” means the date on which the Plan is adopted by the Board.\n(n)    “Eligible Person” means any individual who, as of the date of grant of an Award (other than\na Substitute Award), is an officer or employee of the Company or of any of its Affiliates, and any other person who provides services to the Company or any of its Affiliates, including directors of the Company; provided; however, that\nany such individual must be an “employee” of the Company or any of its parents or subsidiaries within the meaning of General Instruction A.1(a) to Form S-8 if such individual is granted an Award that\nmay be settled in Stock. An employee on leave of absence may be an Eligible Person.\n(o)    “Exchange\nAct” means the Securities Exchange Act of 1934, as amended from time to time, including the guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto.\n(p)    “Fair Market Value” of a share of Stock means, as of any specified date, (i) if the\nStock is listed on a national securities exchange, the closing sales price of the Stock, as reported on the stock exchange composite tape on the preceding date (or if no sales occur on\nsuch date, on the last preceding date on which such sales of the Stock are so reported); (ii) if the Stock is not traded on a national securities exchange but is traded over the counter on such\ndate, the average between the reported high and low bid and asked prices of Stock on the most recent date on which Stock was publicly traded preceding the specified date; or (iii) in the event Stock is not publicly traded at the time a\ndetermination of its value is required to be made under the Plan, the amount determined by the Committee in its discretion in such manner as it deems appropriate, taking into account all factors the Committee deems appropriate, including the\nNonqualified Deferred Compensation Rules. Notwithstanding this definition of Fair Market Value, with respect to one or more Awards types, or for any other purpose for which the Committee must determine the Fair Market Value under the Plan, the\nCommittee may elect to choose a different measurement date or methodology for determining Fair Market Value so long as the determination is consistent with the Nonqualified Deferred Compensation Rules and all other applicable laws and regulations.\n(q)    “ISO” means an Option intended to be and designated as an “incentive stock\noption” within the meaning of Section 422 of the Code.\n(r)    “Nonqualified Deferred\nCompensation Rules” means the limitations or requirements of Section 409A of the Code, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations\nthereto.\n(s)    “Nonstatutory Option” means an Option that is not intended to be an ISO.\n(t)    “Option” means an option granted to an Eligible Person under Section 6(b) to\npurchase Stock that may either be an ISO or a Nonstatutory Stock Option.\n(u)    “Other Stock-Based\nAward” means an Award granted to an Eligible Person under Section 6(h).\n(v)    “Participant” means a person who has been granted an Award under the Plan that remains\noutstanding, including a person who is no longer an Eligible Person.\n(w)    “Performance\nAward” means an award granted to an Eligible Person under Section 6(k), the grant, vesting, exercisability and/or settlement of which (and/or the timing or amount thereof) is subject to the achievement of one or more performance\ngoals specified by the Committee.\n(x)    “Qualified Member” means a member of the Board who\nis (i) a “non-employee director” within the meaning of Rule 16b-3, (ii) an “outside director” within the meaning of Section 162(m), and (iii)\n“independent” under the listing standards or rules of the securities exchange upon which the Stock is traded, but only to the extent such independence is required in order to take the action at issue pursuant to such standards or rules.\n(y)    “Restricted Stock” means Stock granted to an Eligible Person under Section 6(d)\nthat is subject to certain restrictions and to a risk of forfeiture.\n(z)    “Restricted Stock Unit” means a right, granted\nto an Eligible Person under Section 6(e), to receive Stock, cash or a combination thereof at the end of a specified period (which may or may not be coterminous with the vesting schedule of the Award).\n(aa)    “Rule 16b-3” means Rule 16b-3, promulgated by the SEC under Section 16 of the Exchange Act.\n(bb)    “SAR” means a stock appreciation right granted to an Eligible Person under Section\n6(c).\n(cc)    “SEC” means the Securities and Exchange Commission.\n(dd)    “Section 162(m)” means Section 162(m) of the Code and Treasury Regulation § 1.162-27, as amended from time to time, and any other guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.\n(ee)    “Section 162(m) Award” means a Performance Award granted under Section 6(k)(i) to a\nCovered Employee that is intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m).\n(ff)    “Securities Act” means the Securities Act of 1933, as amended from time to time, including\nthe guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto.\n(gg)    “Stock” means the Company’s Common Stock, par value $0.0001 per share, and such other\nsecurities as may be substituted (or re-substituted) for Stock pursuant to Section 8.\n(hh)    “Stock Award” means unrestricted shares of Stock granted to an Eligible Person under\nSection 6(f).\n(ii)    “Substitute Award” means an Award granted under Section\n6(j).\n3.    Administration.\n(a)    Authority of the Committee. The Plan shall be administered by the Committee except to the extent the Board\nelects to administer the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule\n16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to:\n(i) designate Eligible Persons as Participants;\n(ii) determine the type or types of Awards to be granted to an Eligible Person;\n(iii) determine the number of shares of Stock or amount of cash to be covered by Awards;\n(iv) determine the terms and conditions of any Award, including whether, to what extent and under\nwhat circumstances Awards may be vested, settled, exercised, cancelled or forfeited (including, conditions based on continued employment or the achievement of one or more performance goals);\n(v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of\nforfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award;\n(vi) determine the treatment of an Award upon a termination of employment or service relationship;\n(vii) impose a holding period with respect to an Award or the shares of Stock received in connection with an Award;\n(viii) interpret and administer the Plan and any Award Agreement;\n(ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement; and\n(x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.\nThe express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as\nlimiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under\nSection 7(a) or other persons claiming rights from or through a Participant.\n(b)    Exercise of Committee\nAuthority. At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to (i) an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange Act\nin respect of the Company where such action is not taken by the full Board, or (ii) a Section 162(m) Award, may be taken either (A) by a subcommittee, designated by the Committee, composed solely of two or more Qualified Members, or\n(B) by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself from such action; provided, however, that upon such abstention or recusal, the Committee remains composed\nsolely of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal of such non-Qualified Member(s), shall be the action of the Committee\nfor purposes of the Plan. For the avoidance of doubt, the full Board may take any action relating to an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange Act in respect of the Company, so\nlong as such Award is not a Section 162(m) Award.\n(c)    Delegation of Authority. The Committee may delegate\nany or all of its powers and duties under the Plan to a subcommittee of directors or to any officer of the\nCompany, including the power to perform administrative functions and grant Awards; provided, however, that such delegation does not (i) violate state or corporate law,\n(ii) result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Company, or (iii) cause Section\n162(m) Awards to fail to so qualify. Upon any such delegation, all references in the Plan to the “Committee,” other than in Section 8, shall be deemed to include any subcommittee or officer of the Company to whom\nsuch powers have been delegated by the Committee. Any such delegation shall not limit the right of such subcommittee members or such an officer to receive Awards; provided, however, that such subcommittee members and any such officer\nmay not grant Awards to himself or herself, a member of the Board, or any executive officer of the Company or an Affiliate, or take any action with respect to any Award previously granted to himself or herself, a member of the Board, or any\nexecutive officer of the Company or an Affiliate. The Committee may also appoint agents to assist it in administering the Plan that are not executive officers of the Company or members of the Board; provided, however, that such\nindividuals may not be delegated the authority to (i) grant or modify any Awards that will, or may, be settled in Stock or (ii) take any action that would cause Section 162(m) Awards to fail to so qualify, if applicable.\n(d)    Limitation of Liability. The Committee and each member thereof shall be entitled to, in good faith, rely or\nact upon any report or other information furnished to him or her by any officer or employee of the Company or any of its Affiliates, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the\nadministration of the Plan. Members of the Committee and any officer or employee of the Company or any of its Affiliates acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or\nmade in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination.\n(e)    Participants in Non-U.S. Jurisdictions. Notwithstanding any\nprovision of the Plan to the contrary, to comply with applicable laws in countries other than the United States in which the Company or any of its Affiliates operates or has employees, directors or other service providers from time to time, or to\nensure that the Company complies with any applicable requirements of foreign securities exchanges, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which of the Company’s Affiliates shall be\ncovered by the Plan; (ii) determine which Eligible Persons outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to Eligible Persons outside the United States to\ncomply with applicable foreign laws or listing requirements of any foreign exchange; (iv) establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may\nbe necessary or advisable (any such sub-plans and/or modifications shall be attached to the Plan as appendices), provided, however, that no such sub-plans\nand/or modifications shall increase the share limitations contained in Section 4(a); and (v) take any action, before or after an Award is granted, that it deems advisable to comply with any applicable governmental regulatory exemptions\nor approval or listing requirements of any such foreign securities exchange. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall be references to the laws, rules, regulations and taxes of any applicable\njurisdiction other than the United States or a political subdivision thereof.\n4.    Stock Subject to Plan.\n(a)    Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with\nSection 8, 7,500,000 shares of Stock are reserved and available for delivery with respect to Awards, and such total shall be available for the issuance of shares upon the exercise of ISOs.\n(b)    Application of Limitation to Grants of Awards. Subject to Section 4(c), no Award\nmay be granted if the number of shares of Stock that may be delivered in connection with such Award exceeds the number of shares of Stock remaining available under the Plan minus the number of shares of Stock issuable in settlement of or relating to\nthen-outstanding Awards. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or Substitute Awards) and make adjustments if the number of shares of Stock\nactually delivered differs from the number of shares previously counted in connection with an Award.\n(c)    Availability of Shares Not Delivered Under Awards. If all or any portion of an Award expires or is\ncancelled, forfeited, exchanged, settled in cash or otherwise terminated, the shares of Stock subject to such Award shall, to the extent of any such cancellation (including (i) shares forfeited with respect to Restricted Stock, and\n(ii) the number of shares withheld or surrendered to the Company in payment of any exercise or purchase price of an Award or taxes relating to Awards) shall not be considered “delivered shares” under the Plan, shall be available for\ndelivery with respect to Awards, and shall no longer be considered issuable or related to outstanding Awards for purposes of Section 4(b), except that if any such shares could not again be available for Awards granted to a\nparticular Participant under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject to such limitation. If an Award may be settled only in cash, such Award need not be counted\nagainst any share limit under this Section 4, but will remain subject to the limitations in Section 5 to the extent required to preserve the status of any Award intended to be a Section 162(m)\nAward.\n(d)    Stock Offered. The shares of Stock to be delivered under the Plan shall be made available from\n(i) authorized but unissued shares of Stock, (ii) Stock held in the treasury of the Company, or (iii) previously issued shares of Stock reacquired by the Company, including shares purchased on the open market.\n5.    Eligibility; Per Person Award Limitations.\n(a)    Awards may be granted under the Plan only to Eligible Persons.\n(b)    In each calendar year during any part of which the Plan is in effect, a Covered Employee may not be granted Awards\nintended to be Section 162(m) Awards (i) to the extent such Award is based on a number of shares of Stock (including Awards that may be settled in either cash or shares of Stock) relating to more than 500,000 shares of Stock, subject to\nadjustment in a manner consistent with any adjustment made pursuant to Section 8, and (ii) to the extent such Award is designated to be paid only in cash and is not based on a number of shares of Stock, having a value\ndetermined on the date of grant in excess of $10,000,000. If an Award is cancelled, then the cancelled Award shall continue to be counted toward the applicable limitation in this paragraph to the extent required by Section 162(m).\n(c)    Notwithstanding any provisions to the contrary in the Plan, in any\nother incentive compensation plan of the Company or any of its Affiliates, or any other compensatory policy or program of the Company applicable to its non-employee members of the Board, for any individual, non-employee member of the Board for any single calendar year, the sum of (i) the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of\nall awards granted under the Plan or otherwise (other than with respect to compensation described in clause (ii) of this sentence) to such non-employee member of the Board during such calendar year, and\n(ii) the aggregate cash value of such non-employee member of the Board’s retainer, meeting attendance fees, committee assignment fees, lead director retainer, committee chair and member retainers and\nother Board fees related to service on the Board or committee(s) of the Board that are initially denominated as a cash amount or any property other than Stock (whether paid currently or on a deferred basis or in cash or other property (including\nshares of Stock)) for such calendar year shall not exceed $750,000; provided, however, that the limitation described in this sentence shall be determined without regard to grants of Awards and compensation, if any, paid to a non-employee member of the Board during any period in which such individual was an employee of the Company or of any of its Affiliates or was otherwise providing services to the Company or to any of its Affiliates\nother than in the capacity as a director of the Company.\n6.    Specific Terms of Awards.\n(a)    General. Awards may be granted on the terms and conditions set forth in this\nSection 6. Awards granted under the Plan may, in the discretion of the Committee, be granted either alone, in addition to, or in tandem with any other Award. In addition, the Committee may impose on any Award or the\nexercise thereof, at the date of grant or thereafter (subject to Section 10), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine.\n(b)    Options. The Committee is authorized to grant Options, which may be designated as either ISOs or\nNonstatutory Options, to Eligible Persons on the following terms and conditions:\n(i)    Exercise Price. Each\nAward Agreement evidencing an Option shall state the exercise price per share of Stock (the “Exercise Price”) established by the Committee; provided, however, that except as provided in Section 6(j) or in\nSection 8, the Exercise Price of an Option shall not be less than the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value per share of the Stock as of the date of grant of the\nOption (or in the case of an ISO granted to an individual who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or any of its subsidiaries, 110% of the Fair Market Value per\nshare of the Stock on the date of grant). Notwithstanding the foregoing, the Exercise Price of a Nonstatutory Option may be less than 100% of the Fair Market Value per share of Stock as of the date of grant of the Option if the Option (1) does\nnot provide for a deferral of compensation by reason of satisfying the short-term deferral exception set forth in the Nonqualified Deferred Compensation Rules or (2) provides for a deferral of compensation and is compliant with the Nonqualified\nDeferred Compensation Rules.\n(ii)    Time and Method of Exercise; Other Terms. The Committee shall\ndetermine the methods by which the Exercise Price may be paid or deemed to be paid, the form of such payment, including cash or cash equivalents, Stock (including previously owned shares or through a cashless exercise, i.e., “net\nsettlement”, a broker-assisted exercise, or other reduction of the amount of shares otherwise issuable pursuant to the Option), other Awards or awards granted under other plans of the Company or any Affiliate, other property, or any other legal\nconsideration the Committee deems appropriate (including notes or other contractual obligations of Participants to make payment on a deferred basis), the methods by or forms in which Stock will be delivered or deemed to be delivered to Participants,\nincluding the delivery of Restricted Stock subject to Section 6(d), and any other terms and conditions of any Option. In the case of an exercise whereby the Exercise Price is paid with Stock, such Stock shall be valued based on the\nStock’s Fair Market Value as of the date of exercise. No Option may be exercisable for a period of more than ten years following the date of grant of the Option (or in the case of an ISO granted to an individual who owns stock possessing more\nthan 10% of the total combined voting power of all classes of stock of the Company or its parent or any of its subsidiaries, for a period of more than five years following the date of grant of the ISO).\n(iii)    ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of\nSection 422 of the Code. ISOs may only be granted to Eligible Persons who are employees of the Company or employees of a parent or any subsidiary corporation of the Company. Except as otherwise provided in Section 8,\nno term of the Plan relating to ISOs (including any SAR in tandem therewith) shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any ISO under\nSection 422 of the Code, unless the Participant has first requested the change that will result in such disqualification. ISOs shall not be granted more than ten years after the earlier of the adoption of the Plan or the approval of the Plan by\nthe Company’s stockholders. Notwithstanding the foregoing, to the extent that the aggregate Fair Market Value of shares of Stock subject to an ISO and the aggregate Fair Market Value of shares of stock of any parent or subsidiary corporation\n(within the meaning of Sections 424(e) and (f) of the Code) subject to any other incentive stock options of the Company or a parent or subsidiary corporation (within the meaning of Sections 424(e) and (f) of the Code) that are exercisable\nfor the first time by a Participant during any calendar year exceeds $100,000, or such other amount as may be prescribed under Section 422 of the Code, such excess shall be treated as Nonstatutory Options in accordance with the Code. As used in\nthe previous sentence, Fair Market Value shall be determined as of the date the ISO is granted. If a Participant shall make any disposition of shares of Stock issued pursuant to an ISO under the circumstances described in Section 421(b) of the code\n(relating to disqualifying dispositions), the Participant shall notify the Company of such disposition as required in the applicable Award Agreement.\n(c)    SARs. The Committee is authorized to grant SARs to Eligible Persons on the following terms and conditions:\n(i)    Right to Payment. An SAR is a right to receive, upon exercise thereof, the excess of (A) the Fair\nMarket Value of one share of Stock on the date of exercise over (B) the grant price of the SAR as determined by the Committee.\n(ii)    Grant Price. Each Award Agreement evidencing an SAR shall\nstate the grant price per share of Stock established by the Committee; provided, however, that except as provided in Section 6(j) or in Section 8, the grant price per share of Stock subject to an SAR\nshall not be less than the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value per share of the Stock as of the date of grant of the SAR. Notwithstanding the foregoing, the grant price of an SAR may be less\nthan 100% of the Fair Market Value per share of Stock subject to an SAR as of the date of grant of the SAR if the SAR (1) does not provide for a deferral of compensation by reason of satisfying the short-term deferral exception set forth in the\nNonqualified Deferred Compensation Rules or (2) provides for a deferral of compensation and is compliant with the Nonqualified Deferred Compensation Rules.\n(iii)    Method of Exercise and Settlement; Other Terms. The Committee shall determine the form of consideration\npayable upon settlement, the method by or forms in which Stock (if any) will be delivered or deemed to be delivered to Participants, and any other terms and conditions of any SAR. SARs may be either free-standing or granted in tandem with other\nAwards. No SAR may be exercisable for a period of more than ten years following the date of grant of the SAR.\n(iv)    Rights Related to Options. An SAR granted in connection with an Option shall entitle a Participant, upon\nexercise, to surrender that Option or any portion thereof, to the extent unexercised, and to receive payment of an amount determined by multiplying (A) the difference obtained by subtracting the Exercise Price with respect to a share of Stock\nspecified in the related Option from the Fair Market Value of a share of Stock on the date of exercise of the SAR, by (B) the number of shares as to which that SAR has been exercised. The Option shall then cease to be exercisable to the extent\nsurrendered. SARs granted in connection with an Option shall be subject to the terms and conditions of the Award Agreement governing the Option, which shall provide that the SAR is exercisable only at such time or times and only to the extent that\nthe related Option is exercisable and shall not be transferable except to the extent that the related Option is transferrable.\n(d)    Restricted Stock. The Committee is authorized to grant Restricted Stock to Eligible Persons on the following\nterms and conditions:\n(i)    Restrictions. Restricted Stock shall be subject to such restrictions on\ntransferability, risk of forfeiture and other restrictions, if any, as the Committee may impose. Except as provided in Section 7(a)(iii) and Section 7(a)(iv), during the restricted period applicable to the Restricted Stock, the\nRestricted Stock may not be sold, transferred, pledged, hedged, hypothecated, margined or otherwise encumbered by the Participant.\n(ii)    Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, the Committee may allow\na Participant to elect, or may require, that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock, applied to the purchase of additional Awards or deferred without interest to\nthe date of vesting of the associated Award of Restricted Stock. Unless otherwise determined by the Committee and specified in the applicable Award Agreement, Stock distributed in connection with a Stock split or Stock dividend, and other property\n(other than cash) distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed.\n(e)    Restricted Stock Units. The Committee is authorized to grant\nRestricted Stock Units to Eligible Persons on the following terms and conditions:\n(i)    Restrictions.\nRestricted Stock Units shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose.\n(ii)    Settlement. Settlement of vested Restricted Stock Units shall occur upon vesting or upon expiration of the\ndeferral period specified for such Restricted Stock Units by the Committee (or, if permitted by the Committee, as elected by the Participant). Restricted Stock Units shall be settled by delivery of (A) a number of shares of Stock equal to the\nnumber of Restricted Stock Units for which settlement is due, or (B) cash in an amount equal to the Fair Market Value of the specified number of shares of Stock equal to the number of Restricted Stock Units for which settlement is due, or a\ncombination thereof, as determined by the Committee at the date of grant or thereafter.\n(f)    Stock Awards.\nThe Committee is authorized to grant Stock Awards to Eligible Persons as a bonus, as additional compensation, or in lieu of cash compensation any such Eligible Person is otherwise entitled to receive, in such amounts and subject to such other terms\nas the Committee in its discretion determines to be appropriate.\n(g)    Dividend Equivalents. The Committee is\nauthorized to grant Dividend Equivalents to Eligible Persons, entitling any such Eligible Person to receive cash, Stock, other Awards, or other property equal in value to dividends or other distributions paid with respect to a specified number of\nshares of Stock. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award (other than an Award of Restricted Stock or a Stock Award). The Committee may provide that Dividend Equivalents shall be paid or\ndistributed when accrued or at a later specified date and, if distributed at a later date, may be deemed to have been reinvested in additional Stock, Awards, or other investment vehicles or accrued in a bookkeeping account without interest, and\nsubject to such restrictions on transferability and risks of forfeiture, as the Committee may specify. With respect to Dividend Equivalents granted in connection with another Award, absent a contrary provision in the Award Agreement, such Dividend\nEquivalents shall be subject to the same restrictions and risk of forfeiture as the Award with respect to which the dividends accrue and shall not be paid unless and until such Award has vested and been earned.\n(h)    Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant\nto Eligible Persons such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, as deemed by the Committee to be consistent with the purposes of the Plan,\nincluding convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance of the Company or any other factors designated by the\nCommittee, and Awards valued by reference to the book value of Stock or the value of securities of, or the performance of, specified Affiliates of the Company. The Committee shall determine the terms and\nconditions of such Other Stock-Based Awards. Stock delivered pursuant to an Other-Stock Based Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for\nsuch consideration, paid for at such times, by such methods, and in such forms, including cash, Stock, other Awards, or other property, as the Committee shall determine.\n(i)    Cash Awards. The Committee is authorized to grant Cash Awards, on a free-standing basis or as an element of,\na supplement to, or in lieu of any other Award under the Plan to Eligible Persons in such amounts and subject to such other terms as the Committee in its discretion determines to be appropriate.\n(j)    Substitute Awards; No Repricing. Awards may be granted in substitution or exchange for any other Award\ngranted under the Plan or under another plan of the Company or an Affiliate or any other right of a person to receive payment from the Company or an Affiliate. Awards may also be granted under the Plan in substitution for awards held by individuals\nwho become Eligible Persons as a result of a merger, consolidation or acquisition of another entity or the assets of another entity by or with the Company or an Affiliate. Such Substitute Awards referred to in the immediately preceding sentence that\nare Options or SARs may have an exercise price that is less than the Fair Market Value of a share of Stock on the date of the substitution if such substitution complies with the Nonqualified Deferred Compensation Rules and other applicable laws and\nexchange rules. Except as provided in this Section 6(j) or in Section 8, without the approval of the stockholders of the Company, the terms of outstanding Awards may not be amended to (i) reduce the Exercise\nPrice or grant price of an outstanding Option or SAR, (ii) grant a new Option, SAR or other Award in substitution for, or upon the cancellation of, any previously granted Option or SAR that has the effect of reducing the Exercise Price or grant\nprice thereof, (iii) exchange any Option or SAR for Stock, cash or other consideration when the Exercise Price or grant price per share of Stock under such Option or SAR exceeds the Fair Market Value of a share of Stock or (iv) take any\nother action that would be considered a “repricing” of an Option or SAR under the applicable listing standards of the national securities exchange on which the Stock is listed (if any).\n(k)    Performance Awards. The Committee is authorized to designate any of the Awards granted under the foregoing\nprovisions of this Section 6 as Performance Awards. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance goals applicable to a Performance\nAward, and may exercise its discretion to reduce or increase the amounts payable under any Performance Award, except as limited under Section 6(k)(i). Performance goals may differ for Performance Awards granted to any one\nParticipant or to different Participants. The performance period applicable to any Performance Award shall be set by the Committee in its discretion but shall not exceed ten years.\n(i)    Section 162(m) Awards. If the Committee determines in its discretion that a Performance Award granted to a\nCovered Employee shall be designated as a Section 162(m) Award, the grant, exercise, vesting and/or settlement of such Performance Award shall be contingent upon achievement of a pre-established performance\ngoal or goals and other terms set forth in this Section 6(k)(i); provided, however, that nothing in this Section 6(k) or elsewhere in the Plan shall be interpreted as preventing the Committee from granting Performance\nAwards or other Awards to Covered Employees that are not intended to constitute Section 162(m) Awards or from determining that it is no longer necessary or appropriate for a Section 162(m) Award to qualify as such."} +{"idx": 53, "level": 4, "span": "(A)    Performance Goals Generally. The performance goals for Section\n162(m) Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria as specified by the Committee. Performance goals shall be objective and shall otherwise meet the\nrequirements of Section 162(m), including the requirement that the level or levels of performance targeted by the Committee must be “substantially uncertain” at the time the Committee actually establishes the performance goal or goals."} +{"idx": 53, "level": 4, "span": "(B)    Business Criteria for Performance Goals. One or more of the following business criteria for the\nCompany, on a consolidated basis, and/or for specified subsidiaries, business or geographical units or operating areas of the Company (except with respect to the total stockholder return and earnings per share criteria), shall be used by the\nCommittee in establishing performance goals for Section 162(m) Awards: (1) revenues, sales or other income; (2) cash flow, discretionary cash flow, cash flows from operations, cash flows from investing activities, and/or cash flows from\nfinancing activities; (3) return on net assets, return on assets, return on investment, return on capital, return on capital employed or return on equity; (4) income, operating income or net income; (5) earnings or earnings margin\ndetermined before or after any one or more of depletion, depreciation and amortization expense; exploration and abandonments; impairment of oil and gas properties; impairment of inventory and other property and equipment; accretion of discount on\nasset retirement obligations; interest expense; net gain or loss on the disposition of assets; income or loss from discontinued operations, net of tax; noncash derivative related activity; amortization of stock-based compensation; income taxes; or\nother items; (6) equity; net worth; tangible net worth; book capitalization; debt; debt, net of cash and cash equivalents; capital budget or other balance sheet goals; (7) debt or equity financings or improvement of financial ratings;\n(8) production volumes, production growth, or debt-adjusted production growth, which may be of oil, gas, natural gas liquids or any combination thereof; (9) general and administrative expenses; (10) proved reserves, reserve\nreplacement, drillbit reserve replacement and/or reserve growth; (11) exploration/finding and/or development costs, capital expenditures, drillbit finding and development costs, operating costs (including lease operating expenses, severance\ntaxes and other production taxes, gathering and transportation and other components of operating expenses), base operating costs, or production costs; (12) net asset value; (13) Fair Market Value of the Stock, share price, share price\nappreciation, total stockholder return or payments of dividends; (14) achievement of savings from business improvement projects and achievement of capital projects deliverables; (15) working capital or working capital changes;\n(16) operating profit or net operating profit; (17) internal research or development programs; (18) geographic business expansion; (19) corporate development (including licenses, innovation, research or establishment of third\nparty collaborations); (20) performance against environmental, ethics or sustainability targets; (21) safety performance and/or incident rate; (22) human resources management targets, including medical cost reductions, employee\nsatisfaction or retention, workforce diversity and time to hire; (23) satisfactory internal or external audits; (24) consummation, implementation or completion of a Change in Control or other strategic partnerships, transactions, projects,\nprocesses or initiatives or other goals relating to acquisitions or divestitures (in whole or in part), joint ventures or strategic alliances; (25) regulatory approvals or other regulatory milestones; (26)\nlegal compliance or risk reduction; (27) drilling results; (28) market share; (29) economic value added; or (30) cost reduction targets. Any of the above goals may be\ndetermined pre-tax or post-tax, on an absolute or relative basis, as compared to the performance of a published or special index deemed applicable by the Committee\nincluding the Standard & Poor’s 500 Stock Index or a group of comparable companies, as a ratio with other business criteria, as a ratio over a period of time or on a per unit of measure (such as per day, or per barrel, a volume or\nthermal unit of gas or a barrel-of-oil equivalent), on a per-share basis (basic or diluted), and on a basis of continuing\noperations only. The terms above may, but shall not be required to be, used as applied under generally accepted accounting principles, as applicable."} +{"idx": 53, "level": 4, "span": "(C)    Effect of Certain Events. The Committee may, at the time the performance goals in respect of a Section\n162(m) Award are established, provide for the manner in which actual performance and performance goals with regard to the business criteria selected will reflect the impact of specified events or occurrences during the relevant performance period,\nwhich may mean excluding the impact of one or more events or occurrences, as specified by the Committee, for such performance period so long such events are objectively determinable. The adjustments described in this paragraph shall only be made, in\neach case, to the extent that such adjustments in respect of a Section 162(m) Award would not cause the Section 162(m) Award to fail to qualify as “performance-based compensation” under Section 162(m)."} +{"idx": 53, "level": 4, "span": "(D)    Timing for Establishing Performance Goals. No later than 90 days after the beginning of any performance\nperiod applicable to a Section 162(m) Award, or at such other date as may be required or permitted for “performance-based compensation” under Section 162(m), the Committee shall establish (i) the Eligible Persons who will be granted\nSection 162(m) Awards, and (ii) the objective formula used to calculate the amount of cash or Stock payable, if any, under such Section 162(m) Awards, based upon the level of achievement of a performance goal or goals with respect to one or\nmore of the business criteria selected by the Committee from the list set forth in Section 6(k)(i)(B) and, if desired, the effect of any events set forth in Section 6(k)(i)(C)."} +{"idx": 53, "level": 4, "span": "(E)    Performance Award Pool. The Committee may establish an unfunded pool, with the amount of such pool\ncalculated using an objective formula based upon the level of achievement of one or more performance goals with respect to business criteria selected from the list set forth in Section 6(k)(i)(B) during the given performance period, as\nspecified by the Committee in accordance with Section 6(k)(i)(D). The Committee may specify the amount of the pool as a percentage of any of such business criteria, a percentage in excess of a threshold amount with respect to such business\ncriteria, or as another amount which need not bear a direct relationship to such business criteria but shall be objectively determinable and calculated based upon the level of achievement of pre-established\ngoals with regard to the business criteria. If a pool is established, the Committee shall also establish the maximum amount payable to each Covered Employee from the pool for each performance period."} +{"idx": 53, "level": 4, "span": "(F)    Settlement or Payout of Awards; Other Terms. Except as otherwise permitted under Section 162(m), after the\nend of each performance period and before any Section 162(m) Award is settled or paid, the Committee shall certify the level of performance achieved with regard to each business criteria established with respect to each\nSection 162(m) Award and shall determine the amount of cash or Stock, if any, payable to each Participant with respect to each Section 162(m) Award. The Committee may, in its discretion, reduce\nthe amount of a payment or settlement otherwise to be made in connection with a Section 162(m) Award, but may not exercise discretion to increase any such amount."} +{"idx": 53, "level": 4, "span": "(G)    Written Determinations. With respect to each Section 162(m) Award, all determinations by the Committee as\nto (1) the establishment of performance goals and performance period with respect to the selected business criteria, (2) the establishment of the objective formula used to calculate the amount of cash or Stock payable, if any, based on the\nlevel of achievement of such performance goals, and (3) the certification of the level of performance achieved during the performance period with regard to each business criteria selected, shall each be made in writing."} +{"idx": 53, "level": 4, "span": "(H)    Options and SARs. Notwithstanding the foregoing provisions of this Section 6(k)(i), Options and SARs\nwith an Exercise Price or grant price not less than the Fair Market Value on the date of grant awarded to Covered Employees are intended to be Section 162(m) Awards even if not otherwise contingent upon achievement of one or more pre-established performance goal or goals with respect to business criteria set forth in Section 6(k)(i)(B).\n(ii)    Status of Section 162(m) Awards. The terms governing Section 162(m) Awards shall be interpreted in a\nmanner consistent with Section 162(m), in particular the prerequisites for qualification as “performance-based compensation,” and, if any provision of the Plan as in effect on the date of adoption of any Award Agreement relating to a\nSection 162(m) Award does not comply or is inconsistent with the requirements of Section 162(m), such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.\n7.    Certain Provisions Applicable to Awards.\n(a)    Limit on Transfer of Awards.\n(i)    Except as provided in Sections 7(a)(iii) and (iv), each Option and SAR shall be exercisable only by\nthe Participant during the Participant’s lifetime, or by the person to whom the Participant’s rights shall pass by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Section 7(a), an ISO\nshall not be transferable other than by will or the laws of descent and distribution.\n(ii)    Except as provided in\nSections 7(a)(i), (iii) and (iv), no Award, other than a Stock Award, and no right under any such Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such\npurported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.\n(iii)    To the extent specifically provided by the Committee, an Award may be transferred by a Participant without\nconsideration to immediate family members or related family trusts, limited partnerships or similar entities or on such terms and conditions as the Committee may from time to time establish.\n(iv)    An Award may be transferred pursuant to a domestic relations order\nentered or approved by a court of competent jurisdiction upon delivery to the Company of a written request for such transfer and a certified copy of such order.\n(b)    Form and Timing of Payment Under Awards; Deferrals. Subject to the terms of the Plan and any\napplicable Award Agreement, payments to be made by the Company or any of its Affiliates upon the exercise or settlement of an Award may be made in such forms as the Committee shall determine in its discretion, including cash, Stock, other Awards or\nother property, and may be made in a single payment or transfer, in installments, or on a deferred basis (which may be required by the Committee or permitted at the election of the Participant on terms and conditions established by the Committee);\nprovided, however, that any such deferred or installment payments will be set forth in the Award Agreement. Payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or\ndeferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Stock.\n(c)    Evidencing Stock. The Stock or other securities of the Company delivered pursuant to an Award may be\nevidenced in any manner deemed appropriate by the Committee in its sole discretion, including in the form of a certificate issued in the name of the Participant or by book entry, electronic or otherwise and shall be subject to such stop transfer\norders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Stock or other securities are then listed, and any applicable federal,\nstate or other laws, and the Committee may cause a legend or legends to be inscribed on any such certificates to make appropriate reference to such restrictions. Further, if certificates representing Restricted Stock are registered in the name of\nthe Participant, the Company may retain physical possession of the certificates and may require that the Participant deliver a stock power to the Company, endorsed in blank, related to the Restricted Stock.\n(d)    Consideration for Grants. Awards may be granted for such consideration, including services, as the Committee\nshall determine, but shall not be granted for less than the minimum lawful consideration.\n(e)    Additional\nAgreements. Each Eligible Person to whom an Award is granted under the Plan may be required to agree in writing, as a condition to the grant of such Award or otherwise, to subject an Award that is exercised or settled following such Eligible\nPerson’s termination of employment or service to a general release of claims and/or a noncompetition or other restricted covenant agreement in favor of the Company and its Affiliates, with the terms and conditions of such agreement(s) to be\ndetermined in good faith by the Committee.\n8.    Subdivision or Consolidation; Recapitalization; Change in\nControl; Reorganization.\n(a)    Existence of Plans and Awards. The existence of the Plan and the Awards\ngranted hereunder shall not affect in any way the right or power of the Company, the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization,\nreorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting\nStock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.\n(b)    Additional Issuances. Except as expressly provided herein, the issuance by the Company of shares of stock of\nany class, including upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with\nrespect to, the number of shares of Stock subject to Awards theretofore granted or the purchase price per share of Stock, if applicable.\n(c)    Subdivision or Consolidation of Shares. The terms of an Award and the share limitations under the Plan shall\nbe subject to adjustment by the Committee from time to time, in accordance with the following provisions:\n(i)    If\nat any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Stock split, by the issuance of a distribution on Stock payable in Stock, or otherwise) the number of shares of Stock then outstanding into a\ngreater number of shares of Stock, then, as appropriate (A) the maximum number of shares of Stock available for delivery with respect to Awards and applicable limitations with respect to Awards provided in\nSection 4 and Section 5 (other than cash limits) shall be increased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the\nnumber of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award shall be increased proportionately, and (C) the price (including the Exercise Price or grant price) for each share of Stock\n(or other kind of shares or securities) subject to then outstanding Awards shall be reduced proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions.\n(ii)    If at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, by reverse\nStock split, or otherwise) the number of shares of Stock then outstanding into a lesser number of shares of Stock, then, as appropriate (A) the maximum number of shares of Stock available for delivery with respect to Awards and\napplicable limitations with respect to Awards provided in Section 4 and Section 5 (other than cash limits) shall be decreased proportionately, and the kind of shares or other securities available\nfor the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award shall be decreased proportionately, and (C) the price (including\nthe Exercise Price or grant price) for each share of Stock (or other kind of shares or securities) subject to then outstanding Awards shall be increased proportionately, without changing the aggregate purchase price or value as to which outstanding\nAwards remain exercisable or subject to restrictions.\n(d)    Recapitalization. In the event of any change in\nthe capital structure or business of the Company or other corporate transaction or event that would be considered an “equity restructuring” within the meaning of ASC Topic 718 and, in each case, that would result\nin an additional compensation expense to the Company pursuant to the provisions of ASC Topic 718, if adjustments to Awards with respect to such event were discretionary or otherwise not required\n(each such an event, an “Adjustment Event”), then the Committee shall equitably adjust (i) the aggregate number or kind of shares that thereafter may be delivered under the Plan, (ii) the number or kind of shares or\nother property (including cash) subject to an Award, (iii) the terms and conditions of Awards, including the purchase price or Exercise Price of Awards and performance goals, as applicable, and (iv) the applicable limitations with respect\nto Awards provided in Section 4 and Section 5 (other than cash limits) to equitably reflect such Adjustment Event (“Equitable Adjustments”). In the event of any change in\nthe capital structure or business of the Company or other corporate transaction or event that would not be considered an Adjustment Event, and is not otherwise addressed in this Section 8, the Committee shall have complete\ndiscretion to make Equitable Adjustments in such manner as it deems appropriate with respect to such other event.\n(e)    Change in Control and Other Events. Except to the extent otherwise provided in any applicable Award\nAgreement, vesting of any Award shall not occur solely upon the occurrence of a Change in Control and, in the event of a Change in Control or other changes in the Company or the outstanding Stock by reason of a recapitalization, reorganization,\nmerger, consolidation, combination, exchange or other relevant change occurring after the date of the grant of any Award, the Committee, acting in its sole discretion without the consent or approval of any holder, may exercise any power enumerated\nin Section 3 and may also effect one or more of the following alternatives, which may vary among individual holders and which may vary among Awards held by any individual holder:\n(i) accelerate the time of exercisability of an Award so that such Award may be exercised in full or in part for a limited period of time on or\nbefore a date specified by the Committee, after which specified date all unexercised Awards and all rights of holders thereunder shall terminate;\n(ii) provide for a cash payment with respect to outstanding Awards by requiring the mandatory surrender to the Company by selected holders of\nsome or all of the outstanding Awards held by such holders (irrespective of whether such Awards are then vested or exercisable) as of a date, specified by the Committee, in which event the Committee shall thereupon cancel such Awards and the Company\nshall pay to each holder an amount of cash or other consideration per Award (other than a Dividend Equivalent or Cash Award, which the Committee may separately require to be surrendered in exchange for cash or other consideration determined by the\nCommittee in its discretion) equal to the Change in Control Price, less the Exercise Price with respect to an Option and less the grant price with respect to a SAR, as applicable to such Awards; provided, however, that to the extent\nthe Exercise Price of an Option or the grant price of an SAR exceeds the Change in Control Price, such Award may be cancelled for no consideration;\n(iii) cancel Awards that remain subject to a restricted period as of the date of a Change in Control or other such event without payment of any\nconsideration to the Participant for such Awards; or\n(iv) make such adjustments to Awards then outstanding as the Committee deems appropriate to\nreflect such Change in Control or other such event (including the substitution, assumption, or continuation of Awards by the successor company or a parent or subsidiary thereof);"} +{"idx": 53, "level": 4, "span": "provided, however, that so long as the event is not an Adjustment Event, the Committee may determine in its sole discretion that no adjustment\nis necessary to Awards then outstanding. If an Adjustment Event occurs, this Section 8(e) shall only apply to the extent it is not in conflict with Section 8(d)\n. \n9.    General Provisions.\n(a)    Tax Withholding. The Company and any of its Affiliates are authorized to withhold from any Award granted, or\nany payment relating to an Award, including from a distribution of Stock, taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the\nCompany, its Affiliates and Participants to satisfy the payment of withholding taxes and other tax obligations relating to any Award in such amounts as may be determined by the Committee. The Committee shall determine, in its sole discretion, the\nform of payment acceptable for such tax withholding obligations, including the delivery of cash or cash equivalents, Stock (including previously owned shares, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the\namount of shares otherwise issuable or delivered pursuant to the Award), other property, or any other legal consideration the Committee deems appropriate. Any determination made by the Committee to allow a Participant who is subject to Rule 16b-3 to pay taxes with shares of Stock through net settlement or previously owned shares shall be approved by either a committee made up of solely two or more Qualified Members or the full Board. If such tax\nwithholding amounts are satisfied through net settlement or previously owned shares, the maximum number of shares of Stock that may be so withheld (or surrendered) shall be the number of shares of Stock that have an aggregate Fair Market Value on\nthe date of withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized\nwithout creating adverse accounting treatment for the Company with respect to such Award, as determined by the Committee.\n(b)    Limitation on Rights Conferred Under Plan. Neither the Plan nor any action taken hereunder shall be\nconstrued as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or any of its Affiliates, (ii) interfering in any way with the right of the\nCompany or any of its Affiliates to terminate any Eligible Person’s or Participant’s employment or service relationship at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to\nbe treated uniformly with other Participants and/or employees and/or other service providers, or (iv) conferring on a Participant any of the rights of a stockholder of the Company unless and until the Participant is duly issued or transferred\nshares of Stock in accordance with the terms of an Award.\n(c)    Governing Law; Submission to Jurisdiction.\nAll questions arising with respect to the provisions of the Plan and Awards shall be determined by application of the laws\nof the State of Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and\ndeliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock. With respect to any claim or dispute related to or arising under the Plan, the Company and each Participant who accepts an Award hereby consent to the exclusive jurisdiction, forum and venue of the\nstate and federal courts located in Delaware.\n(d)    Severability and Reformation. If any provision of the\nPlan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall\nbe construed or deemed amended to conform to the applicable law or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken\nas to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. If any of the terms or provisions of the Plan or any Award Agreement conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to Eligible Persons who are subject to Section 16 of the Exchange Act), Section 162(m) (with respect to any Section 162(m) Award) or Section 422 of the Code\n(with respect to ISOs), then those conflicting terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 or Section 162(m) (unless the Board or the\nCommittee, as appropriate, has expressly determined that the Plan or such Award should not comply with Rule 16b-3 or Section 162(m)) or Section 422 of the Code, in each case, only to the extent Rule 16b-3 and such sections of the Code are applicable. With respect to ISOs, if the Plan does not contain any provision required to be included herein under Section 422 of the Code, that provision shall be deemed\nto be incorporated herein with the same force and effect as if that provision had been set out at length herein; provided, further, that, to the extent any Option that is intended to qualify as an ISO cannot so qualify, that Option (to that\nextent) shall be deemed a Nonstatutory Option for all purposes of the Plan.\n(e)    Unfunded Status of Awards; No\nTrust or Fund Created. The Plan is intended to constitute an “unfunded” plan for certain incentive awards. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary\nrelationship between the Company or any Affiliate and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than\nthe right of any general unsecured creditor of the Company or such Affiliate.\n(f)    Nonexclusivity of the\nPlan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive\narrangements as it may deem desirable, including incentive arrangements and awards which do not constitute “performance-based compensation” under Section 162(m). Nothing contained in the Plan shall be construed to prevent the Company or\nany of its Affiliates from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan.\nNo employee, beneficiary or other person shall have any claim against the Company or any of its Affiliates as a result of any such action.\n(g)    Fractional Shares. No fractional shares of Stock shall be\nissued or delivered pursuant to the Plan or any Award, and the Committee shall determine in its sole discretion whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares of Stock or whether such\nfractional shares of Stock or any rights thereto shall be cancelled, terminated, or otherwise eliminated with or without consideration.\n(h)    Interpretation. Headings are given to the Sections and subsections of the Plan solely as a convenience to\nfacilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Words in the masculine gender shall include the feminine gender, and, where\nappropriate, the plural shall include the singular and the singular shall include the plural. In the event of any conflict between the terms and conditions of an Award Agreement and the Plan, the provisions of the Plan shall control. The use herein\nof the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or\nmatters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to\nrefer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or other document means such agreement, instrument or other\ndocument as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan.\n(i)    Facility of Payment. Any amounts payable hereunder to any individual under legal disability or who, in the\njudgment of the Committee, is unable to manage properly his financial affairs, may be paid to the legal representative of such individual, or may be applied for the benefit of such individual in any manner that the Committee may select, and the\nCompany shall be relieved of any further liability for payment of such amounts.\n(j)    Conditions to Delivery of\nStock. Nothing herein or in any Award Agreement shall require the Company to issue any shares with respect to any Award if that issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act, any other\napplicable statute or regulation, or the rules of any applicable securities exchange or securities association, as then in effect. In addition, each Participant who receives an Award under the Plan shall not sell or otherwise dispose of Stock that\nis acquired upon grant, exercise or vesting of an Award in any manner that would constitute a violation of any applicable federal or state securities laws, the Plan or the rules, regulations or other requirements of the SEC or any stock exchange\nupon which the Stock is then listed. At the time of any exercise of an Option or SAR, or at the time of any grant of any other Award, the Company may, as a condition precedent to the exercise of such Option or SAR or settlement of any other Award,\nrequire from the Participant (or in the event of his or her death, his or her legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning the holder’s intentions with regard to the retention or\ndisposition of the shares of Stock being acquired pursuant to the Award and such written covenants and agreements, if any, as to the manner of disposal of such shares\nas, in the opinion of counsel to the Company, may be necessary to ensure that any disposition by that holder (or in the event of the holder’s death, his or her legal representatives, heirs,\nlegatees, or distributees) will not involve a violation of the Securities Act, any other applicable state or federal statute or regulation, or any rule of any applicable securities exchange or securities association, as then in effect. Stock or\nother securities shall not be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement (including any Exercise Price, grant price, or tax withholding) is received\nby the Company.\n(k)    Section 409A of the Code. It is the general intention, but not the obligation, of the\nCommittee to design Awards to comply with or to be exempt from the Nonqualified Deferred Compensation Rules, and Awards will be operated and construed accordingly. Neither this Section 9(k) nor any other provision of the Plan is or contains a\nrepresentation to any Participant regarding the tax consequences of the grant, vesting, exercise, settlement, or sale of any Award (or the Stock underlying such Award) granted hereunder, and should not be interpreted as such. In no event shall the\nCompany be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation\nRules. Notwithstanding any provision in the Plan or an Award Agreement to the contrary, in the event that a “specified employee” (as defined under the Nonqualified Deferred Compensation Rules) becomes entitled to a payment under an Award\nthat would be subject to additional taxes and interest under the Nonqualified Deferred Compensation Rules if the Participant’s receipt of such payment or benefits is not delayed until the earlier of (i) the date of the Participant’s\ndeath, or (ii) the date that is six months after the Participant’s “separation from service,” as defined under the Nonqualified Deferred Compensation Rules (such date, the “Section 409A Payment Date”),\nthen such payment or benefit shall not be provided to the Participant until the Section 409A Payment Date. Any amounts subject to the preceding sentence that would otherwise be payable prior to the Section 409A Payment Date will be aggregated and\npaid in a lump sum without interest on the Section 409A Payment Date. The applicable provisions of the Nonqualified Deferred Compensation Rules are hereby incorporated by reference and shall control over any Plan or Award Agreement provision in\nconflict therewith.\n(l)    Clawback. The Plan and all Awards granted hereunder are subject to any written\nclawback policies that the Company, with the approval of the Board or an authorized committee thereof, may adopt either prior to or following the Effective Date, including any policy adopted to conform to the Dodd-Frank Wall Street Reform and\nConsumer Protection Act of 2010 and rules promulgated thereunder by the SEC and that the Company determines should apply to Awards. Any such policy may subject a Participant’s Awards and amounts paid or realized with respect to Awards to\nreduction, cancelation, forfeiture or recoupment if certain specified events or wrongful conduct occur, including an accounting restatement due to the Company’s material noncompliance with financial reporting regulations or other events or\nwrongful conduct specified in any such clawback policy.\n(m)    Status under ERISA. The Plan shall not\nconstitute an “employee benefit plan” for purposes of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.\n(n)    Plan Effective Date and Term. The Plan was adopted by the Board\nto be effective on the Effective Date. No Awards may be granted under the Plan on and after the tenth anniversary of the Effective Date. However, any Award granted prior to such termination (or any earlier termination pursuant to\nSection 10), and the authority of the Board or Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award in accordance with the terms of the\nPlan, shall extend beyond such termination until the final disposition of such Award.\n10.    Amendments to the\nPlan and Awards. The Committee may amend, alter, suspend, discontinue or terminate any Award or Award Agreement, the Plan or the Committee’s authority to grant Awards without the consent of stockholders or Participants, except that\nany amendment or alteration to the Plan, including any increase in any share limitation, shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Committee action if such stockholder\napproval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Committee may otherwise, in its discretion, determine to submit\nother changes to the Plan to stockholders for approval; provided, that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such Participant under any previously granted\nand outstanding Award. For purposes of clarity, any adjustments made to Awards pursuant to Section 8 will be deemed not to materially and adversely affect the rights of any Participant under any previously granted and\noutstanding Award and therefore may be made without the consent of affected Participants."} +{"idx": 53, "level": 4, "span": "[Remainder of Page Intentionally Blank]"} +{"idx": 53, "level": 2, "span": "9.    General Provisions."} +{"idx": 53, "level": 3, "span": "(a)    Tax Withholding\nThe Company and any of its Affiliates are authorized to withhold from any Award granted, or\nany payment relating to an Award, including from a distribution of Stock, taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the\nCompany, its Affiliates and Participants to satisfy the payment of withholding taxes and other tax obligations relating to any Award in such amounts as may be determined by the Committee. The Committee shall determine, in its sole discretion, the\nform of payment acceptable for such tax withholding obligations, including the delivery of cash or cash equivalents, Stock (including previously owned shares, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the\namount of shares otherwise issuable or delivered pursuant to the Award), other property, or any other legal consideration the Committee deems appropriate. Any determination made by the Committee to allow a Participant who is subject to Rule 16b-3 to pay taxes with shares of Stock through net settlement or previously owned shares shall be approved by either a committee made up of solely two or more Qualified Members or the full Board. If such tax\nwithholding amounts are satisfied through net settlement or previously owned shares, the maximum number of shares of Stock that may be so withheld (or surrendered) shall be the number of shares of Stock that have an aggregate Fair Market Value on\nthe date of withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized\nwithout creating adverse accounting treatment for the Company with respect to such Award, as determined by the Committee."} +{"idx": 53, "level": 3, "span": "(b)    Limitation on Rights Conferred Under Plan\nNeither the Plan nor any action taken hereunder shall be\nconstrued as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or any of its Affiliates, (ii) interfering in any way with the right of the\nCompany or any of its Affiliates to terminate any Eligible Person’s or Participant’s employment or service relationship at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to\nbe treated uniformly with other Participants and/or employees and/or other service providers, or (iv) conferring on a Participant any of the rights of a stockholder of the Company unless and until the Participant is duly issued or transferred\nshares of Stock in accordance with the terms of an Award."} +{"idx": 53, "level": 3, "span": "(c)    Governing Law; Submission to Jurisdiction\nAll questions arising with respect to the provisions of the Plan and Awards shall be determined by application of the laws"} +{"idx": 53, "level": 3, "span": "(d)    Severability and Reformation\nIf any provision of the\nPlan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall\nbe construed or deemed amended to conform to the applicable law or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken\nas to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. If any of the terms or provisions of the Plan or any Award Agreement conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to Eligible Persons who are subject to Section 16 of the Exchange Act), Section 162(m) (with respect to any Section 162(m) Award) or Section 422 of the Code\n(with respect to ISOs), then those conflicting terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 or Section 162(m) (unless the Board or the\nCommittee, as appropriate, has expressly determined that the Plan or such Award should not comply with Rule 16b-3 or Section 162(m)) or Section 422 of the Code, in each case, only to the extent Rule 16b-3 and such sections of the Code are applicable. With respect to ISOs, if the Plan does not contain any provision required to be included herein under Section 422 of the Code, that provision shall be deemed\nto be incorporated herein with the same force and effect as if that provision had been set out at length herein; provided, further, that, to the extent any Option that is intended to qualify as an ISO cannot so qualify, that Option (to that\nextent) shall be deemed a Nonstatutory Option for all purposes of the Plan."} +{"idx": 53, "level": 3, "span": "(e)    Unfunded Status of Awards; No\nTrust or Fund Created. The Plan is intended to constitute an “unfunded” plan for certain incentive awards. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary\nrelationship between the Company or any Affiliate and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than\nthe right of any general unsecured creditor of the Company or such Affiliate."} +{"idx": 53, "level": 3, "span": "(f)    Nonexclusivity of the\nPlan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive\narrangements as it may deem desirable, including incentive arrangements and awards which do not constitute “performance-based compensation” under Section 162(m). Nothing contained in the Plan shall be construed to prevent the Company or\nany of its Affiliates from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan.\nNo employee, beneficiary or other person shall have any claim against the Company or any of its Affiliates as a result of any such action."} +{"idx": 53, "level": 3, "span": "(g)    Fractional Shares\nNo fractional shares of Stock shall be\nissued or delivered pursuant to the Plan or any Award, and the Committee shall determine in its sole discretion whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares of Stock or whether such\nfractional shares of Stock or any rights thereto shall be cancelled, terminated, or otherwise eliminated with or without consideration."} +{"idx": 53, "level": 3, "span": "(h)    Interpretation\nHeadings are given to the Sections and subsections of the Plan solely as a convenience to\nfacilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Words in the masculine gender shall include the feminine gender, and, where\nappropriate, the plural shall include the singular and the singular shall include the plural. In the event of any conflict between the terms and conditions of an Award Agreement and the Plan, the provisions of the Plan shall control. The use herein\nof the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or\nmatters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to\nrefer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or other document means such agreement, instrument or other\ndocument as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan."} +{"idx": 53, "level": 4, "span": "(i)    Facility of Payment\nAny amounts payable hereunder to any individual under legal disability or who, in the\njudgment of the Committee, is unable to manage properly his financial affairs, may be paid to the legal representative of such individual, or may be applied for the benefit of such individual in any manner that the Committee may select, and the\nCompany shall be relieved of any further liability for payment of such amounts."} +{"idx": 53, "level": 3, "span": "(j)    Conditions to Delivery of\nStock. Nothing herein or in any Award Agreement shall require the Company to issue any shares with respect to any Award if that issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act, any other\napplicable statute or regulation, or the rules of any applicable securities exchange or securities association, as then in effect. In addition, each Participant who receives an Award under the Plan shall not sell or otherwise dispose of Stock that\nis acquired upon grant, exercise or vesting of an Award in any manner that would constitute a violation of any applicable federal or state securities laws, the Plan or the rules, regulations or other requirements of the SEC or any stock exchange\nupon which the Stock is then listed. At the time of any exercise of an Option or SAR, or at the time of any grant of any other Award, the Company may, as a condition precedent to the exercise of such Option or SAR or settlement of any other Award,\nrequire from the Participant (or in the event of his or her death, his or her legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning the holder’s intentions with regard to the retention or\ndisposition of the shares of Stock being acquired pursuant to the Award and such written covenants and agreements, if any, as to the manner of disposal of such shares"} +{"idx": 53, "level": 3, "span": "(k)    Section 409A of the Code\nIt is the general intention, but not the obligation, of the\nCommittee to design Awards to comply with or to be exempt from the Nonqualified Deferred Compensation Rules, and Awards will be operated and construed accordingly. Neither this Section 9(k) nor any other provision of the Plan is or contains a\nrepresentation to any Participant regarding the tax consequences of the grant, vesting, exercise, settlement, or sale of any Award (or the Stock underlying such Award) granted hereunder, and should not be interpreted as such. In no event shall the\nCompany be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation\nRules. Notwithstanding any provision in the Plan or an Award Agreement to the contrary, in the event that a “specified employee” (as defined under the Nonqualified Deferred Compensation Rules) becomes entitled to a payment under an Award\nthat would be subject to additional taxes and interest under the Nonqualified Deferred Compensation Rules if the Participant’s receipt of such payment or benefits is not delayed until the earlier of (i) the date of the Participant’s\ndeath, or (ii) the date that is six months after the Participant’s “separation from service,” as defined under the Nonqualified Deferred Compensation Rules (such date, the “Section 409A Payment Date”),\nthen such payment or benefit shall not be provided to the Participant until the Section 409A Payment Date. Any amounts subject to the preceding sentence that would otherwise be payable prior to the Section 409A Payment Date will be aggregated and\npaid in a lump sum without interest on the Section 409A Payment Date. The applicable provisions of the Nonqualified Deferred Compensation Rules are hereby incorporated by reference and shall control over any Plan or Award Agreement provision in\nconflict therewith."} +{"idx": 53, "level": 3, "span": "(l)    Clawback\nThe Plan and all Awards granted hereunder are subject to any written\nclawback policies that the Company, with the approval of the Board or an authorized committee thereof, may adopt either prior to or following the Effective Date, including any policy adopted to conform to the Dodd-Frank Wall Street Reform and\nConsumer Protection Act of 2010 and rules promulgated thereunder by the SEC and that the Company determines should apply to Awards. Any such policy may subject a Participant’s Awards and amounts paid or realized with respect to Awards to\nreduction, cancelation, forfeiture or recoupment if certain specified events or wrongful conduct occur, including an accounting restatement due to the Company’s material noncompliance with financial reporting regulations or other events or\nwrongful conduct specified in any such clawback policy."} +{"idx": 53, "level": 3, "span": "(m)    Status under ERISA\nThe Plan shall not\nconstitute an “employee benefit plan” for purposes of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended."} +{"idx": 53, "level": 3, "span": "(n)    Plan Effective Date and Term\nThe Plan was adopted by the Board\nto be effective on the Effective Date. No Awards may be granted under the Plan on and after the tenth anniversary of the Effective Date. However, any Award granted prior to such termination (or any earlier termination pursuant to\nSection 10), and the authority of the Board or Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award in accordance with the terms of the\nPlan, shall extend beyond such termination until the final disposition of such Award."} +{"idx": 53, "level": 2, "span": "10.    Amendments to the\nPlan and Awards. The Committee may amend, alter, suspend, discontinue or terminate any Award or Award Agreement, the Plan or the Committee’s authority to grant Awards without the consent of stockholders or Participants, except that\nany amendment or alteration to the Plan, including any increase in any share limitation, shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Committee action if such stockholder\napproval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Committee may otherwise, in its discretion, determine to submit\nother changes to the Plan to stockholders for approval; provided, that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such Participant under any previously granted\nand outstanding Award. For purposes of clarity, any adjustments made to Awards pursuant to Section 8 will be deemed not to materially and adversely affect the rights of any Participant under any previously granted and\noutstanding Award and therefore may be made without the consent of affected Participants."} +{"idx": 53, "level": 4, "span": "(ii)    Status of Section 162(m) Awards\nThe terms governing Section 162(m) Awards shall be interpreted in a\nmanner consistent with Section 162(m), in particular the prerequisites for qualification as “performance-based compensation,” and, if any provision of the Plan as in effect on the date of adoption of any Award Agreement relating to a\nSection 162(m) Award does not comply or is inconsistent with the requirements of Section 162(m), such provision shall be construed or deemed amended to the extent necessary to conform to such requirements."} +{"idx": 53, "level": 2, "span": "7.    Certain Provisions Applicable to Awards."} +{"idx": 53, "level": 3, "span": "(a)    Limit on Transfer of Awards."} +{"idx": 53, "level": 4, "span": "(i)    Except as provided in Sections 7(a)(iii) and (iv), each Option and SAR shall be exercisable only by\nthe Participant during the Participant’s lifetime, or by the person to whom the Participant’s rights shall pass by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Section 7(a), an ISO\nshall not be transferable other than by will or the laws of descent and distribution."} +{"idx": 53, "level": 4, "span": "(ii)    Except as provided in\nSections 7(a)(i), (iii) and (iv), no Award, other than a Stock Award, and no right under any such Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such\npurported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate."} +{"idx": 53, "level": 4, "span": "(iii)    To the extent specifically provided by the Committee, an Award may be transferred by a Participant without\nconsideration to immediate family members or related family trusts, limited partnerships or similar entities or on such terms and conditions as the Committee may from time to time establish."} +{"idx": 53, "level": 4, "span": "(iv)    An Award may be transferred pursuant to a domestic relations order\nentered or approved by a court of competent jurisdiction upon delivery to the Company of a written request for such transfer and a certified copy of such order."} +{"idx": 53, "level": 3, "span": "(b)    Form and Timing of Payment Under Awards; Deferrals\nSubject to the terms of the Plan and any\napplicable Award Agreement, payments to be made by the Company or any of its Affiliates upon the exercise or settlement of an Award may be made in such forms as the Committee shall determine in its discretion, including cash, Stock, other Awards or\nother property, and may be made in a single payment or transfer, in installments, or on a deferred basis (which may be required by the Committee or permitted at the election of the Participant on terms and conditions established by the Committee);\nprovided, however, that any such deferred or installment payments will be set forth in the Award Agreement. Payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or\ndeferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Stock."} +{"idx": 53, "level": 3, "span": "(c)    Evidencing Stock\nThe Stock or other securities of the Company delivered pursuant to an Award may be\nevidenced in any manner deemed appropriate by the Committee in its sole discretion, including in the form of a certificate issued in the name of the Participant or by book entry, electronic or otherwise and shall be subject to such stop transfer\norders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Stock or other securities are then listed, and any applicable federal,\nstate or other laws, and the Committee may cause a legend or legends to be inscribed on any such certificates to make appropriate reference to such restrictions. Further, if certificates representing Restricted Stock are registered in the name of\nthe Participant, the Company may retain physical possession of the certificates and may require that the Participant deliver a stock power to the Company, endorsed in blank, related to the Restricted Stock."} +{"idx": 53, "level": 3, "span": "(d)    Consideration for Grants\nAwards may be granted for such consideration, including services, as the Committee\nshall determine, but shall not be granted for less than the minimum lawful consideration."} +{"idx": 53, "level": 3, "span": "(e)    Additional\nAgreements. Each Eligible Person to whom an Award is granted under the Plan may be required to agree in writing, as a condition to the grant of such Award or otherwise, to subject an Award that is exercised or settled following such Eligible\nPerson’s termination of employment or service to a general release of claims and/or a noncompetition or other restricted covenant agreement in favor of the Company and its Affiliates, with the terms and conditions of such agreement(s) to be\ndetermined in good faith by the Committee."} +{"idx": 53, "level": 2, "span": "8.    Subdivision or Consolidation; Recapitalization; Change in\nControl; Reorganization."} +{"idx": 53, "level": 3, "span": "(a)    Existence of Plans and Awards\nThe existence of the Plan and the Awards\ngranted hereunder shall not affect in any way the right or power of the Company, the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization,"} +{"idx": 53, "level": 3, "span": "(b)    Additional Issuances\nExcept as expressly provided herein, the issuance by the Company of shares of stock of\nany class, including upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with\nrespect to, the number of shares of Stock subject to Awards theretofore granted or the purchase price per share of Stock, if applicable."} +{"idx": 53, "level": 3, "span": "(c)    Subdivision or Consolidation of Shares\nThe terms of an Award and the share limitations under the Plan shall\nbe subject to adjustment by the Committee from time to time, in accordance with the following provisions:"} +{"idx": 53, "level": 4, "span": "(i)    If\nat any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Stock split, by the issuance of a distribution on Stock payable in Stock, or otherwise) the number of shares of Stock then outstanding into a\ngreater number of shares of Stock, then, as appropriate (A) the maximum number of shares of Stock available for delivery with respect to Awards and applicable limitations with respect to Awards provided in\nSection 4 and Section 5 (other than cash limits) shall be increased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the\nnumber of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award shall be increased proportionately, and (C) the price (including the Exercise Price or grant price) for each share of Stock\n(or other kind of shares or securities) subject to then outstanding Awards shall be reduced proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions."} +{"idx": 53, "level": 4, "span": "(ii)    If at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, by reverse\nStock split, or otherwise) the number of shares of Stock then outstanding into a lesser number of shares of Stock, then, as appropriate (A) the maximum number of shares of Stock available for delivery with respect to Awards and\napplicable limitations with respect to Awards provided in Section 4 and Section 5 (other than cash limits) shall be decreased proportionately, and the kind of shares or other securities available\nfor the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award shall be decreased proportionately, and (C) the price (including\nthe Exercise Price or grant price) for each share of Stock (or other kind of shares or securities) subject to then outstanding Awards shall be increased proportionately, without changing the aggregate purchase price or value as to which outstanding\nAwards remain exercisable or subject to restrictions."} +{"idx": 53, "level": 3, "span": "(d)    Recapitalization\nIn the event of any change in\nthe capital structure or business of the Company or other corporate transaction or event that would be considered an “equity restructuring” within the meaning of ASC Topic 718 and, in each case, that would result"} +{"idx": 53, "level": 3, "span": "(e)    Change in Control and Other Events\nExcept to the extent otherwise provided in any applicable Award\nAgreement, vesting of any Award shall not occur solely upon the occurrence of a Change in Control and, in the event of a Change in Control or other changes in the Company or the outstanding Stock by reason of a recapitalization, reorganization,\nmerger, consolidation, combination, exchange or other relevant change occurring after the date of the grant of any Award, the Committee, acting in its sole discretion without the consent or approval of any holder, may exercise any power enumerated\nin Section 3 and may also effect one or more of the following alternatives, which may vary among individual holders and which may vary among Awards held by any individual holder:"} +{"idx": 53, "level": 4, "span": "(i) accelerate the time of exercisability of an Award so that such Award may be exercised in full or in part for a limited period of time on or\nbefore a date specified by the Committee, after which specified date all unexercised Awards and all rights of holders thereunder shall terminate;"} +{"idx": 53, "level": 4, "span": "(ii) provide for a cash payment with respect to outstanding Awards by requiring the mandatory surrender to the Company by selected holders of\nsome or all of the outstanding Awards held by such holders (irrespective of whether such Awards are then vested or exercisable) as of a date, specified by the Committee, in which event the Committee shall thereupon cancel such Awards and the Company\nshall pay to each holder an amount of cash or other consideration per Award (other than a Dividend Equivalent or Cash Award, which the Committee may separately require to be surrendered in exchange for cash or other consideration determined by the\nCommittee in its discretion) equal to the Change in Control Price, less the Exercise Price with respect to an Option and less the grant price with respect to a SAR, as applicable to such Awards; provided, however, that to the extent\nthe Exercise Price of an Option or the grant price of an SAR exceeds the Change in Control Price, such Award may be cancelled for no consideration;"} +{"idx": 53, "level": 4, "span": "(iii) cancel Awards that remain subject to a restricted period as of the date of a Change in Control or other such event without payment of any\nconsideration to the Participant for such Awards; or"} +{"idx": 53, "level": 4, "span": "(iv) make such adjustments to Awards then outstanding as the Committee deems appropriate to\nreflect such Change in Control or other such event (including the substitution, assumption, or continuation of Awards by the successor company or a parent or subsidiary thereof);"} +{"idx": 53, "level": 2, "span": "1.    Purpose\nThe purpose of the Rosehill Resources Inc. Long-Term Incentive Plan (the\n“Plan”) is to provide a means through which (a) Rosehill Resources Inc., a Delaware corporation (the “Company”), and its Affiliates may attract, retain and motivate qualified persons to serve as\nemployees, directors and consultants, thereby enhancing the profitable growth of the Company and its Affiliates and (b) persons upon whom the responsibilities of the successful administration and management of the Company and its Affiliates\nrest, and whose present and potential contributions to the Company and its Affiliates are of importance, can acquire and maintain stock ownership or other awards tied to the performance of the Company, thereby strengthening their concern for the\nCompany and its Affiliates. Accordingly, the Plan provides for the grant of Options, SARs, Restricted Stock, Restricted Stock Units, Stock Awards, Dividend Equivalents, Other Stock-Based Awards, Cash Awards, Substitute Awards, Performance Awards, or\nany combination of the foregoing, as determined by the Committee in its sole discretion."} +{"idx": 53, "level": 2, "span": "2.    Definitions\nFor purposes of the Plan, the following terms shall be defined as set forth below:"} +{"idx": 53, "level": 3, "span": "(a)    “Affiliate” means any corporation, partnership, limited liability company, limited\nliability partnership, association, trust or other organization that, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with\ncorrelative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50%\nof the securities having ordinary voting power for the election of directors of the controlled entity or organization or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether\nthrough the ownership of voting securities, by contract, or otherwise."} +{"idx": 53, "level": 3, "span": "(b)    “ASC Topic 718” means Financial Accounting Standards Board Accounting Standards\nCodification Topic 718, Compensation – Stock Compensation, as amended or any successor accounting standard."} +{"idx": 53, "level": 3, "span": "(c)    “Award” means any Option, SAR, Restricted Stock, Restricted Stock Unit, Stock Award,\nDividend Equivalent, Other Stock-Based Award, Cash Award, Substitute Award or Performance Award, together with any other right or interest, granted under the Plan."} +{"idx": 53, "level": 3, "span": "(d)    “Award Agreement” means a written or electronic agreement (including any employment,\nseverance or change in control agreement) or other instrument or document evidencing an Award, which agreement, instrument, or document may, but need not be, executed or acknowledged by a Participant."} +{"idx": 53, "level": 3, "span": "(e)    “Board” means the Board of Directors of the Company."} +{"idx": 53, "level": 3, "span": "(f)    “Cash Award” means an Award denominated in cash granted under Section 6(i)."} +{"idx": 53, "level": 3, "span": "(g)    “Change in Control” means, except as otherwise\nprovided in an Award Agreement, the occurrence of any of the following events after the Effective Date:"} +{"idx": 53, "level": 4, "span": "(i)    A\n“change in the ownership” of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5)(v), whereby any one person, or more than one person acting as a “group” (for\npurposes of this Section 2(g)(i), as such term is defined in Treasury Regulation § 1.409A-3(i)(5)(v)(B)), acquires ownership of stock in the Company that, together with stock held by such person or\ngroup, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company."} +{"idx": 53, "level": 4, "span": "(ii)    A “change in the effective control” of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vi), whereby either (A) any one person, or more than one person acting as a “group” (for purposes of this Section 2(g)(ii), as such term is defined in Treasury Regulation § 1.409A-3(i)(5)(vi)(D)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of\nthe Company possessing 30% or more of the total voting power of the stock of the Company; or (B) a majority of the members of the Board are replaced during any 12-month period by directors whose\nappointment or election is not endorsed by at least a majority of the members of the Board prior to the date of such appointment or election."} +{"idx": 53, "level": 4, "span": "(iii)    A “change in the ownership of a substantial portion” of the Company’s assets within the meaning\nof Treasury Regulation § 1.409A-3(i)(5)(vii), whereby any one person, or more than one person acting as a “group” (for purposes of this Section 2(g)(iii), as such term is defined in\nTreasury Regulation § 1.409A-3(i)(5)(vii)(C)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person\nor persons) assets of the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company immediately prior to such acquisition or acquisitions."} +{"idx": 53, "level": 3, "span": "(h)    “Change in Control\nPrice” means the amount determined in the following clause (i), (ii), (iii), (iv) or (v), whichever the Committee determines is applicable, as follows: (i) the price per share offered to holders of Stock in any merger or\nconsolidation, (ii) the per share fair market value of the Stock immediately before the Change in Control or other event without regard to assets sold in the Change in Control or other event and assuming the Company has received the\nconsideration paid for the assets in the case of a sale of the assets, (iii) the"} +{"idx": 53, "level": 4, "span": "(i)    “Code” means the Internal Revenue Code of 1986, as amended from time to time, including the\nguidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto."} +{"idx": 53, "level": 3, "span": "(j)    “Committee” means a committee of two or more directors designated by the Board to\nadminister the Plan; provided, however, that, unless otherwise determined by the Board, the Committee shall consist solely of two or more Qualified Members."} +{"idx": 53, "level": 3, "span": "(k)    “Covered Employee” means an Eligible Person who is (i) a “covered employee”\nwithin the meaning of Section 162(m) or (ii) designated by the Committee, at the time of grant of a Performance Award or at any subsequent time, as reasonably expected to be a “covered employee” with respect to the taxable year of the\nCompany in which any applicable Award will be paid."} +{"idx": 53, "level": 3, "span": "(l)    “Dividend Equivalent” means a\nright, granted to an Eligible Person under Section 6(g), to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments."} +{"idx": 53, "level": 3, "span": "(m)    “Effective Date” means the date on which the Plan is adopted by the Board."} +{"idx": 53, "level": 3, "span": "(n)    “Eligible Person” means any individual who, as of the date of grant of an Award (other than\na Substitute Award), is an officer or employee of the Company or of any of its Affiliates, and any other person who provides services to the Company or any of its Affiliates, including directors of the Company; provided; however, that\nany such individual must be an “employee” of the Company or any of its parents or subsidiaries within the meaning of General Instruction A.1(a) to Form S-8 if such individual is granted an Award that\nmay be settled in Stock. An employee on leave of absence may be an Eligible Person."} +{"idx": 53, "level": 3, "span": "(o)    “Exchange\nAct” means the Securities Exchange Act of 1934, as amended from time to time, including the guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto."} +{"idx": 53, "level": 3, "span": "(p)    “Fair Market Value” of a share of Stock means, as of any specified date, (i) if the\nStock is listed on a national securities exchange, the closing sales price of the Stock, as reported on the stock exchange composite tape on the preceding date (or if no sales occur on"} +{"idx": 53, "level": 3, "span": "(q)    “ISO” means an Option intended to be and designated as an “incentive stock\noption” within the meaning of Section 422 of the Code."} +{"idx": 53, "level": 3, "span": "(r)    “Nonqualified Deferred\nCompensation Rules” means the limitations or requirements of Section 409A of the Code, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations\nthereto."} +{"idx": 53, "level": 3, "span": "(s)    “Nonstatutory Option” means an Option that is not intended to be an ISO."} +{"idx": 53, "level": 3, "span": "(t)    “Option” means an option granted to an Eligible Person under Section 6(b) to\npurchase Stock that may either be an ISO or a Nonstatutory Stock Option."} +{"idx": 53, "level": 3, "span": "(u)    “Other Stock-Based\nAward” means an Award granted to an Eligible Person under Section 6(h)."} +{"idx": 53, "level": 4, "span": "(v)    “Participant” means a person who has been granted an Award under the Plan that remains\noutstanding, including a person who is no longer an Eligible Person."} +{"idx": 53, "level": 3, "span": "(w)    “Performance\nAward” means an award granted to an Eligible Person under Section 6(k), the grant, vesting, exercisability and/or settlement of which (and/or the timing or amount thereof) is subject to the achievement of one or more performance\ngoals specified by the Committee."} +{"idx": 53, "level": 4, "span": "(x)    “Qualified Member” means a member of the Board who\nis (i) a “non-employee director” within the meaning of Rule 16b-3, (ii) an “outside director” within the meaning of Section 162(m), and (iii)\n“independent” under the listing standards or rules of the securities exchange upon which the Stock is traded, but only to the extent such independence is required in order to take the action at issue pursuant to such standards or rules."} +{"idx": 53, "level": 3, "span": "(y)    “Restricted Stock” means Stock granted to an Eligible Person under Section 6(d)\nthat is subject to certain restrictions and to a risk of forfeiture."} +{"idx": 53, "level": 3, "span": "(z)    “Restricted Stock Unit” means a right, granted\nto an Eligible Person under Section 6(e), to receive Stock, cash or a combination thereof at the end of a specified period (which may or may not be coterminous with the vesting schedule of the Award)."} +{"idx": 53, "level": 4, "span": "(ii)    “Substitute Award” means an Award granted under Section\n6(j)."} +{"idx": 53, "level": 2, "span": "3.    Administration."} +{"idx": 53, "level": 3, "span": "(a)    Authority of the Committee\nThe Plan shall be administered by the Committee except to the extent the Board\nelects to administer the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule\n16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to:"} +{"idx": 53, "level": 4, "span": "(i) designate Eligible Persons as Participants;"} +{"idx": 53, "level": 4, "span": "(ii) determine the type or types of Awards to be granted to an Eligible Person;"} +{"idx": 53, "level": 4, "span": "(iii) determine the number of shares of Stock or amount of cash to be covered by Awards;"} +{"idx": 53, "level": 4, "span": "(iv) determine the terms and conditions of any Award, including whether, to what extent and under\nwhat circumstances Awards may be vested, settled, exercised, cancelled or forfeited (including, conditions based on continued employment or the achievement of one or more performance goals);"} +{"idx": 53, "level": 4, "span": "(v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of\nforfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award;"} +{"idx": 53, "level": 4, "span": "(vi) determine the treatment of an Award upon a termination of employment or service relationship;"} +{"idx": 53, "level": 4, "span": "(vii) impose a holding period with respect to an Award or the shares of Stock received in connection with an Award;"} +{"idx": 53, "level": 4, "span": "(viii) interpret and administer the Plan and any Award Agreement;"} +{"idx": 53, "level": 4, "span": "(ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement; and"} +{"idx": 53, "level": 4, "span": "(x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan."} +{"idx": 53, "level": 3, "span": "(b)    Exercise of Committee\nAuthority. At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to (i) an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange Act\nin respect of the Company where such action is not taken by the full Board, or (ii) a Section 162(m) Award, may be taken either (A) by a subcommittee, designated by the Committee, composed solely of two or more Qualified Members, or\n(B) by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself from such action; provided, however, that upon such abstention or recusal, the Committee remains composed\nsolely of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal of such non-Qualified Member(s), shall be the action of the Committee\nfor purposes of the Plan. For the avoidance of doubt, the full Board may take any action relating to an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange Act in respect of the Company, so\nlong as such Award is not a Section 162(m) Award."} +{"idx": 53, "level": 3, "span": "(c)    Delegation of Authority\nThe Committee may delegate\nany or all of its powers and duties under the Plan to a subcommittee of directors or to any officer of the"} +{"idx": 53, "level": 3, "span": "(d)    Limitation of Liability\nThe Committee and each member thereof shall be entitled to, in good faith, rely or\nact upon any report or other information furnished to him or her by any officer or employee of the Company or any of its Affiliates, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the\nadministration of the Plan. Members of the Committee and any officer or employee of the Company or any of its Affiliates acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or\nmade in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination."} +{"idx": 53, "level": 3, "span": "(e)    Participants in Non-U.S\nJurisdictions. Notwithstanding any\nprovision of the Plan to the contrary, to comply with applicable laws in countries other than the United States in which the Company or any of its Affiliates operates or has employees, directors or other service providers from time to time, or to\nensure that the Company complies with any applicable requirements of foreign securities exchanges, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which of the Company’s Affiliates shall be\ncovered by the Plan; (ii) determine which Eligible Persons outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to Eligible Persons outside the United States to\ncomply with applicable foreign laws or listing requirements of any foreign exchange; (iv) establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may\nbe necessary or advisable (any such sub-plans and/or modifications shall be attached to the Plan as appendices), provided, however, that no such sub-plans\nand/or modifications shall increase the share limitations contained in Section 4(a); and (v) take any action, before or after an Award is granted, that it deems advisable to comply with any applicable governmental regulatory exemptions\nor approval or listing requirements of any such foreign securities exchange. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall be references to the laws, rules, regulations and taxes of any applicable\njurisdiction other than the United States or a political subdivision thereof."} +{"idx": 53, "level": 2, "span": "4.    Stock Subject to Plan."} +{"idx": 53, "level": 3, "span": "(a)    Number of Shares Available for Delivery\nSubject to adjustment in a manner consistent with\nSection 8, 7,500,000 shares of Stock are reserved and available for delivery with respect to Awards, and such total shall be available for the issuance of shares upon the exercise of ISOs."} +{"idx": 53, "level": 3, "span": "(b)    Application of Limitation to Grants of Awards\nSubject to Section 4(c), no Award\nmay be granted if the number of shares of Stock that may be delivered in connection with such Award exceeds the number of shares of Stock remaining available under the Plan minus the number of shares of Stock issuable in settlement of or relating to\nthen-outstanding Awards. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or Substitute Awards) and make adjustments if the number of shares of Stock\nactually delivered differs from the number of shares previously counted in connection with an Award."} +{"idx": 53, "level": 3, "span": "(c)    Availability of Shares Not Delivered Under Awards\nIf all or any portion of an Award expires or is\ncancelled, forfeited, exchanged, settled in cash or otherwise terminated, the shares of Stock subject to such Award shall, to the extent of any such cancellation (including (i) shares forfeited with respect to Restricted Stock, and\n(ii) the number of shares withheld or surrendered to the Company in payment of any exercise or purchase price of an Award or taxes relating to Awards) shall not be considered “delivered shares” under the Plan, shall be available for\ndelivery with respect to Awards, and shall no longer be considered issuable or related to outstanding Awards for purposes of Section 4(b), except that if any such shares could not again be available for Awards granted to a\nparticular Participant under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject to such limitation. If an Award may be settled only in cash, such Award need not be counted\nagainst any share limit under this Section 4, but will remain subject to the limitations in Section 5 to the extent required to preserve the status of any Award intended to be a Section 162(m)\nAward."} +{"idx": 53, "level": 3, "span": "(d)    Stock Offered\nThe shares of Stock to be delivered under the Plan shall be made available from\n(i) authorized but unissued shares of Stock, (ii) Stock held in the treasury of the Company, or (iii) previously issued shares of Stock reacquired by the Company, including shares purchased on the open market."} +{"idx": 53, "level": 2, "span": "5.    Eligibility; Per Person Award Limitations."} +{"idx": 53, "level": 3, "span": "(a)    Awards may be granted under the Plan only to Eligible Persons."} +{"idx": 53, "level": 3, "span": "(b)    In each calendar year during any part of which the Plan is in effect, a Covered Employee may not be granted Awards\nintended to be Section 162(m) Awards (i) to the extent such Award is based on a number of shares of Stock (including Awards that may be settled in either cash or shares of Stock) relating to more than 500,000 shares of Stock, subject to\nadjustment in a manner consistent with any adjustment made pursuant to Section 8, and (ii) to the extent such Award is designated to be paid only in cash and is not based on a number of shares of Stock, having a value\ndetermined on the date of grant in excess of $10,000,000. If an Award is cancelled, then the cancelled Award shall continue to be counted toward the applicable limitation in this paragraph to the extent required by Section 162(m)."} +{"idx": 53, "level": 3, "span": "(c)    Notwithstanding any provisions to the contrary in the Plan, in any\nother incentive compensation plan of the Company or any of its Affiliates, or any other compensatory policy or program of the Company applicable to its non-employee members of the Board, for any individual, non-employee member of the Board for any single calendar year, the sum of (i) the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of\nall awards granted under the Plan or otherwise (other than with respect to compensation described in clause (ii) of this sentence) to such non-employee member of the Board during such calendar year, and\n(ii) the aggregate cash value of such non-employee member of the Board’s retainer, meeting attendance fees, committee assignment fees, lead director retainer, committee chair and member retainers and\nother Board fees related to service on the Board or committee(s) of the Board that are initially denominated as a cash amount or any property other than Stock (whether paid currently or on a deferred basis or in cash or other property (including\nshares of Stock)) for such calendar year shall not exceed $750,000; provided, however, that the limitation described in this sentence shall be determined without regard to grants of Awards and compensation, if any, paid to a non-employee member of the Board during any period in which such individual was an employee of the Company or of any of its Affiliates or was otherwise providing services to the Company or to any of its Affiliates\nother than in the capacity as a director of the Company."} +{"idx": 53, "level": 2, "span": "6.    Specific Terms of Awards."} +{"idx": 53, "level": 3, "span": "(a)    General\nAwards may be granted on the terms and conditions set forth in this\nSection 6. Awards granted under the Plan may, in the discretion of the Committee, be granted either alone, in addition to, or in tandem with any other Award. In addition, the Committee may impose on any Award or the\nexercise thereof, at the date of grant or thereafter (subject to Section 10), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine."} +{"idx": 53, "level": 3, "span": "(b)    Options\nThe Committee is authorized to grant Options, which may be designated as either ISOs or\nNonstatutory Options, to Eligible Persons on the following terms and conditions:"} +{"idx": 53, "level": 4, "span": "(i)    Exercise Price\nEach\nAward Agreement evidencing an Option shall state the exercise price per share of Stock (the “Exercise Price”) established by the Committee; provided, however, that except as provided in Section 6(j) or in\nSection 8, the Exercise Price of an Option shall not be less than the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value per share of the Stock as of the date of grant of the\nOption (or in the case of an ISO granted to an individual who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or any of its subsidiaries, 110% of the Fair Market Value per\nshare of the Stock on the date of grant). Notwithstanding the foregoing, the Exercise Price of a Nonstatutory Option may be less than 100% of the Fair Market Value per share of Stock as of the date of grant of the Option if the Option (1) does\nnot provide for a deferral of compensation by reason of satisfying the short-term deferral exception set forth in the Nonqualified Deferred Compensation Rules or (2) provides for a deferral of compensation and is compliant with the Nonqualified\nDeferred Compensation Rules."} +{"idx": 53, "level": 4, "span": "(ii)    Time and Method of Exercise; Other Terms\nThe Committee shall\ndetermine the methods by which the Exercise Price may be paid or deemed to be paid, the form of such payment, including cash or cash equivalents, Stock (including previously owned shares or through a cashless exercise, i.e., “net\nsettlement”, a broker-assisted exercise, or other reduction of the amount of shares otherwise issuable pursuant to the Option), other Awards or awards granted under other plans of the Company or any Affiliate, other property, or any other legal\nconsideration the Committee deems appropriate (including notes or other contractual obligations of Participants to make payment on a deferred basis), the methods by or forms in which Stock will be delivered or deemed to be delivered to Participants,\nincluding the delivery of Restricted Stock subject to Section 6(d), and any other terms and conditions of any Option. In the case of an exercise whereby the Exercise Price is paid with Stock, such Stock shall be valued based on the\nStock’s Fair Market Value as of the date of exercise. No Option may be exercisable for a period of more than ten years following the date of grant of the Option (or in the case of an ISO granted to an individual who owns stock possessing more\nthan 10% of the total combined voting power of all classes of stock of the Company or its parent or any of its subsidiaries, for a period of more than five years following the date of grant of the ISO)."} +{"idx": 53, "level": 4, "span": "(iii)    ISOs\nThe terms of any ISO granted under the Plan shall comply in all respects with the provisions of\nSection 422 of the Code. ISOs may only be granted to Eligible Persons who are employees of the Company or employees of a parent or any subsidiary corporation of the Company. Except as otherwise provided in Section 8,\nno term of the Plan relating to ISOs (including any SAR in tandem therewith) shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any ISO under\nSection 422 of the Code, unless the Participant has first requested the change that will result in such disqualification. ISOs shall not be granted more than ten years after the earlier of the adoption of the Plan or the approval of the Plan by\nthe Company’s stockholders. Notwithstanding the foregoing, to the extent that the aggregate Fair Market Value of shares of Stock subject to an ISO and the aggregate Fair Market Value of shares of stock of any parent or subsidiary corporation\n(within the meaning of Sections 424(e) and (f) of the Code) subject to any other incentive stock options of the Company or a parent or subsidiary corporation (within the meaning of Sections 424(e) and (f) of the Code) that are exercisable\nfor the first time by a Participant during any calendar year exceeds $100,000, or such other amount as may be prescribed under Section 422 of the Code, such excess shall be treated as Nonstatutory Options in accordance with the Code. As used in\nthe previous sentence, Fair Market Value shall be determined as of the date the ISO is granted. If a Participant shall make any disposition of shares of Stock issued pursuant to an ISO under the circumstances described in Section 421(b) of the code\n(relating to disqualifying dispositions), the Participant shall notify the Company of such disposition as required in the applicable Award Agreement."} +{"idx": 53, "level": 3, "span": "(c)    SARs\nThe Committee is authorized to grant SARs to Eligible Persons on the following terms and conditions:"} +{"idx": 53, "level": 4, "span": "(i)    Right to Payment\nAn SAR is a right to receive, upon exercise thereof, the excess of (A) the Fair\nMarket Value of one share of Stock on the date of exercise over (B) the grant price of the SAR as determined by the Committee."} +{"idx": 53, "level": 4, "span": "(ii)    Grant Price\nEach Award Agreement evidencing an SAR shall\nstate the grant price per share of Stock established by the Committee; provided, however, that except as provided in Section 6(j) or in Section 8, the grant price per share of Stock subject to an SAR\nshall not be less than the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value per share of the Stock as of the date of grant of the SAR. Notwithstanding the foregoing, the grant price of an SAR may be less\nthan 100% of the Fair Market Value per share of Stock subject to an SAR as of the date of grant of the SAR if the SAR (1) does not provide for a deferral of compensation by reason of satisfying the short-term deferral exception set forth in the\nNonqualified Deferred Compensation Rules or (2) provides for a deferral of compensation and is compliant with the Nonqualified Deferred Compensation Rules."} +{"idx": 53, "level": 4, "span": "(iii)    Method of Exercise and Settlement; Other Terms\nThe Committee shall determine the form of consideration\npayable upon settlement, the method by or forms in which Stock (if any) will be delivered or deemed to be delivered to Participants, and any other terms and conditions of any SAR. SARs may be either free-standing or granted in tandem with other\nAwards. No SAR may be exercisable for a period of more than ten years following the date of grant of the SAR."} +{"idx": 53, "level": 4, "span": "(iv)    Rights Related to Options\nAn SAR granted in connection with an Option shall entitle a Participant, upon\nexercise, to surrender that Option or any portion thereof, to the extent unexercised, and to receive payment of an amount determined by multiplying (A) the difference obtained by subtracting the Exercise Price with respect to a share of Stock\nspecified in the related Option from the Fair Market Value of a share of Stock on the date of exercise of the SAR, by (B) the number of shares as to which that SAR has been exercised. The Option shall then cease to be exercisable to the extent\nsurrendered. SARs granted in connection with an Option shall be subject to the terms and conditions of the Award Agreement governing the Option, which shall provide that the SAR is exercisable only at such time or times and only to the extent that\nthe related Option is exercisable and shall not be transferable except to the extent that the related Option is transferrable."} +{"idx": 53, "level": 3, "span": "(d)    Restricted Stock\nThe Committee is authorized to grant Restricted Stock to Eligible Persons on the following\nterms and conditions:"} +{"idx": 53, "level": 4, "span": "(i)    Restrictions\nRestricted Stock shall be subject to such restrictions on\ntransferability, risk of forfeiture and other restrictions, if any, as the Committee may impose. Except as provided in Section 7(a)(iii) and Section 7(a)(iv), during the restricted period applicable to the Restricted Stock, the\nRestricted Stock may not be sold, transferred, pledged, hedged, hypothecated, margined or otherwise encumbered by the Participant."} +{"idx": 53, "level": 4, "span": "(ii)    Dividends and Splits\nAs a condition to the grant of an Award of Restricted Stock, the Committee may allow\na Participant to elect, or may require, that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock, applied to the purchase of additional Awards or deferred without interest to\nthe date of vesting of the associated Award of Restricted Stock. Unless otherwise determined by the Committee and specified in the applicable Award Agreement, Stock distributed in connection with a Stock split or Stock dividend, and other property\n(other than cash) distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed."} +{"idx": 53, "level": 3, "span": "(e)    Restricted Stock Units\nThe Committee is authorized to grant\nRestricted Stock Units to Eligible Persons on the following terms and conditions:"} +{"idx": 53, "level": 4, "span": "(i)    Restrictions\nRestricted Stock Units shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose."} +{"idx": 53, "level": 4, "span": "(ii)    Settlement\nSettlement of vested Restricted Stock Units shall occur upon vesting or upon expiration of the\ndeferral period specified for such Restricted Stock Units by the Committee (or, if permitted by the Committee, as elected by the Participant). Restricted Stock Units shall be settled by delivery of (A) a number of shares of Stock equal to the\nnumber of Restricted Stock Units for which settlement is due, or (B) cash in an amount equal to the Fair Market Value of the specified number of shares of Stock equal to the number of Restricted Stock Units for which settlement is due, or a\ncombination thereof, as determined by the Committee at the date of grant or thereafter."} +{"idx": 53, "level": 3, "span": "(f)    Stock Awards\nThe Committee is authorized to grant Stock Awards to Eligible Persons as a bonus, as additional compensation, or in lieu of cash compensation any such Eligible Person is otherwise entitled to receive, in such amounts and subject to such other terms\nas the Committee in its discretion determines to be appropriate."} +{"idx": 53, "level": 3, "span": "(g)    Dividend Equivalents\nThe Committee is\nauthorized to grant Dividend Equivalents to Eligible Persons, entitling any such Eligible Person to receive cash, Stock, other Awards, or other property equal in value to dividends or other distributions paid with respect to a specified number of\nshares of Stock. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award (other than an Award of Restricted Stock or a Stock Award). The Committee may provide that Dividend Equivalents shall be paid or\ndistributed when accrued or at a later specified date and, if distributed at a later date, may be deemed to have been reinvested in additional Stock, Awards, or other investment vehicles or accrued in a bookkeeping account without interest, and\nsubject to such restrictions on transferability and risks of forfeiture, as the Committee may specify. With respect to Dividend Equivalents granted in connection with another Award, absent a contrary provision in the Award Agreement, such Dividend\nEquivalents shall be subject to the same restrictions and risk of forfeiture as the Award with respect to which the dividends accrue and shall not be paid unless and until such Award has vested and been earned."} +{"idx": 53, "level": 3, "span": "(h)    Other Stock-Based Awards\nThe Committee is authorized, subject to limitations under applicable law, to grant\nto Eligible Persons such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, as deemed by the Committee to be consistent with the purposes of the Plan,\nincluding convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance of the Company or any other factors designated by the\nCommittee, and Awards valued by reference to the book value of Stock or the value of securities of, or the performance of, specified Affiliates of the Company. The Committee shall determine the terms and"} +{"idx": 53, "level": 4, "span": "(i)    Cash Awards\nThe Committee is authorized to grant Cash Awards, on a free-standing basis or as an element of,\na supplement to, or in lieu of any other Award under the Plan to Eligible Persons in such amounts and subject to such other terms as the Committee in its discretion determines to be appropriate."} +{"idx": 53, "level": 3, "span": "(j)    Substitute Awards; No Repricing\nAwards may be granted in substitution or exchange for any other Award\ngranted under the Plan or under another plan of the Company or an Affiliate or any other right of a person to receive payment from the Company or an Affiliate. Awards may also be granted under the Plan in substitution for awards held by individuals\nwho become Eligible Persons as a result of a merger, consolidation or acquisition of another entity or the assets of another entity by or with the Company or an Affiliate. Such Substitute Awards referred to in the immediately preceding sentence that\nare Options or SARs may have an exercise price that is less than the Fair Market Value of a share of Stock on the date of the substitution if such substitution complies with the Nonqualified Deferred Compensation Rules and other applicable laws and\nexchange rules. Except as provided in this Section 6(j) or in Section 8, without the approval of the stockholders of the Company, the terms of outstanding Awards may not be amended to (i) reduce the Exercise\nPrice or grant price of an outstanding Option or SAR, (ii) grant a new Option, SAR or other Award in substitution for, or upon the cancellation of, any previously granted Option or SAR that has the effect of reducing the Exercise Price or grant\nprice thereof, (iii) exchange any Option or SAR for Stock, cash or other consideration when the Exercise Price or grant price per share of Stock under such Option or SAR exceeds the Fair Market Value of a share of Stock or (iv) take any\nother action that would be considered a “repricing” of an Option or SAR under the applicable listing standards of the national securities exchange on which the Stock is listed (if any)."} +{"idx": 53, "level": 3, "span": "(k)    Performance Awards\nThe Committee is authorized to designate any of the Awards granted under the foregoing\nprovisions of this Section 6 as Performance Awards. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance goals applicable to a Performance\nAward, and may exercise its discretion to reduce or increase the amounts payable under any Performance Award, except as limited under Section 6(k)(i). Performance goals may differ for Performance Awards granted to any one\nParticipant or to different Participants. The performance period applicable to any Performance Award shall be set by the Committee in its discretion but shall not exceed ten years."} +{"idx": 53, "level": 4, "span": "(i)    Section 162(m) Awards\nIf the Committee determines in its discretion that a Performance Award granted to a\nCovered Employee shall be designated as a Section 162(m) Award, the grant, exercise, vesting and/or settlement of such Performance Award shall be contingent upon achievement of a pre-established performance\ngoal or goals and other terms set forth in this Section 6(k)(i); provided, however, that nothing in this Section 6(k) or elsewhere in the Plan shall be interpreted as preventing the Committee from granting Performance\nAwards or other Awards to Covered Employees that are not intended to constitute Section 162(m) Awards or from determining that it is no longer necessary or appropriate for a Section 162(m) Award to qualify as such."} +{"idx": 54, "level": 1, "span": "HOSTESS BRANDS, INC."} +{"idx": 54, "level": 0, "span": "RESTRICTED STOCK AWARD AGREEMENT"} +{"idx": 54, "level": 1, "span": "Cover Sheet"} +{"idx": 54, "level": 1, "span": "HOSTESS BRANDS, INC.\nBy:________________________\nName:\nTitle:"} +{"idx": 54, "level": 1, "span": "HOSTESS BRANDS, INC."} +{"idx": 54, "level": 1, "span": "By signing the Cover Sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan and evidence your acceptance of the powers of the Committee of the Board of Directors of the Company that administers the Plan."} +{"idx": 54, "level": 3, "span": "STOCK POWER\nFOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Hostess Brands, Inc. (the “Company”), _________________ shares of common stock, $0.0001 par value per share, of the Company, registered in the name of the undersigned on the books and records of the Company, and does hereby irrevocably constitute and appoint _________________, attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.\nSigned\n`    Date"} +{"idx": 55, "level": 1, "span": "2017 AFI PSU Tier II - STOCK | EBITDA"} +{"idx": 55, "level": 1, "span": "(With Australian Addendum)"} +{"idx": 55, "level": 1, "span": "ARMSTRONG FLOORING, INC.\n2500 Columbia Ave., P.O. Box 3025\nLancaster, PA 17604\n717.672.9611"} +{"idx": 55, "level": 1, "span": "EXHIBIT B"} +{"idx": 55, "level": 2, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 55, "level": 2, "span": "2016 LONG-TERM INCENTIVE PLAN"} +{"idx": 55, "level": 2, "span": "PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT"} +{"idx": 55, "level": 0, "span": "TERMS AND CONDITIONS\n1.Grant.\n(a)    Subject to the terms set forth below, Armstrong Flooring, Inc. (the “Company”) has granted to the designated employee (the “Grantee”) two target awards (the “Target Award”) of performance-based restricted stock units (the “Performance Units”) as specified in the 2017 Long-Term Performance Restricted Stock Unit Grant Letters to which these Grant Conditions relate (the “Grant Letters”). The “Date of Grant” is March 7, 2017. The Performance Units are Stock Units with respect to common stock of the Company (“Company Stock”).\n(b)    The Performance Units shall be earned, vested and payable if and to the extent that the Cumulative Free Cash Flow and Cumulative EBITDA performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met. The “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019.\n(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters. This grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan.\n2.    Performance Goals; Vesting.\n(a)    The Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through December 31, 2019 (the “Vesting Date”). The Performance Units shall be earned based on attainment of the Performance Goals and shall vest based on the Grantee’s continued employment through the Vesting Date, or as otherwise provided below.\n(b)    After the end of the Performance Period, the Management Development and Compensation Committee (the “Committee”) will determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units. The Grantee can earn up to 200% of the Target Award based on attainment of the Performance Goals, as set forth in the Grant Letters. Earned and vested Performance Units shall be payable as described in Section 5.\n(c)    If a Change in Control occurs, the amount earned with respect to the Performance Units shall be determined as of the date of the Change in Control as described in the Grant\nLetters. The earned Performance Units shall continue to vest based on the Grantee’s continued employment through the Vesting Date, except as otherwise provided herein. Earned and vested Performance Units shall be payable as described in Section 5. Notwithstanding the foregoing, if the Performance Units are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Units shall vest as of the date of the Change in Control, and such earned and vested Performance Units shall be paid as of the date of the Change in Control if the Change in Control is a 409A CIC (as defined below) and if permitted by the plan termination provisions of the regulations under section 409A of the Code. If payment at the date of the Change in Control is not permitted under section 409A, the earned and vested Performance Units shall be payable as described in Section 5.\n(d)    Except as described below, no Performance Units shall be earned prior to the Committee’s determination of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Units shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination.\n3.    Termination of Employment.\n(a)    General Rule. Except as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Units shall be forfeited as of the termination date and shall cease to be outstanding.\n(b)    “55 / 5” Rule Termination. If, after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of a “55 / 5” Rule Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period; provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(c)    Involuntary Termination before a Change in Control. If, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period, provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a\nfraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(d)    Death or Long-Term Disability Before a Change in Control. If, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(e)    Involuntary Termination, Death and Disability on or after a Change in Control. If the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Units earned as of the Change in Control date as described in the Grant Letters. If the Grantee has a Change in Control Severance Agreement with the Company (“Change in Control Agreement”), on and after a Change in Control, the term “Involuntary Termination” shall have the meaning given a termination by the Company without Cause as defined in the Change in Control Agreement, and shall include without limitation a termination for Good Reason as defined in the Change in Control Agreement. The Grantee agrees that, subject to the immediately preceding sentence, if and to the extent that these Grant Conditions conflict with the terms of the Change in Control Agreement or any employment agreement between the Company and the Grantee, these Grant Conditions shall supersede the provisions of the Change in Control Agreement and employment agreement applicable to vesting of performance units on and after a Change in Control, notwithstanding anything in the Change in Control Agreement or employment agreement to the contrary.\n(f)    Coordination of Provisions. If the Grantee terminates employment in a termination that is both a “‘55 / 5’ Rule Termination” and an Involuntary Termination, the termination shall be treated as an Involuntary Termination for purposes of the Grant Condition and Grant Letters.\n4.    Definitions. For purposes of these Grant Conditions and the Grant Letters:\n(a)    “‘55 / 5’ Rule Termination” shall mean the Grantee’s termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer.\n(b)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer.\n(c)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause.\n(d)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan.\n5.    Payment.\n(a)    Except as provided below, after the end of the Performance Period, if the Committee certifies that the Performance Goals and other conditions to payment of the Performance Units have been met, the Company shall issue shares of Company Stock to the Grantee equal to the number of earned and vested Performance Units, subject to applicable withholding for Taxes (as defined below) and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan. Payment of earned and vested Performance Units shall be made between April 1, 2020 and April 30, 2020, except as provided below. All unpaid Performance Units shall be forfeited in the event of termination for Cause.\n(b)    If the Grantee’s employment terminates for any reason other than Cause upon or within two years after a Change in Control that meets the requirements of a 409A CIC, the Grantee’s unpaid earned and vested Performance Units (if any) shall be paid within 60 days after the termination date, subject to compliance with section 409A of the Code, if applicable, and as described in Section 20(h) of the Plan. The Company shall issue shares of Company Stock to the Grantee equal to the number of the earned and vested Performance Units, subject to applicable withholding for Taxes. If a Change in Control does not meet the requirements of a 409A CIC, the Grantee’s earned and vested Performance Units (if any) shall be paid at the date described in subsection (a).\n(c)    Any fractional shares will be rounded up to the nearest whole share, but not exceeding 200% of the Target Award.\n6.    Dividend Equivalents. Dividend Equivalents shall accrue with respect to Performance Units and shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Units to which they relate. Dividend Equivalents shall be credited on the Performance Units when dividends are declared on shares of Company Stock from the Date of Grant until the payment date for the vested Performance Units. The Company will keep records of Dividend Equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Vested Dividend Equivalents shall be paid in cash at the same time and subject to the same terms as the underlying vested Performance Units.\nIf and to the extent that the underlying Performance Units are forfeited, all related Dividend Equivalents shall also be forfeited.\n7.    Delivery of Shares. The Company’s obligation to deliver shares upon the vesting of the Performance Units shall be subject to applicable laws, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate to comply with relevant securities laws and regulations.\n8.    No Stockholder Rights. No shares of Company Stock shall be issued to the Grantee on the Date of Grant, and the Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Performance Units.\n9.    No Right to Continued Employment. The grant of Performance Units shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time.\n10.    Incorporation of Plan by Reference. The Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Units constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Units shall be final and binding on the Grantee and any other person claiming an interest in the Performance Units.\n11.    Withholding Taxes.\n(a)    The Employer shall have the right, and the Grantee hereby authorizes the Employer, to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes, social insurance, payroll tax, contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the Performance Units (the “Taxes”). The Employer will withhold shares of Company Stock payable hereunder to satisfy the withholding obligation for Taxes on amounts payable in shares, unless the Grantee provides a payment to the Employer to cover such Taxes, in accordance with procedures established by the Committee. Unless the Committee determines otherwise, the share withholding amount shall not exceed the Grantee’s minimum applicable withholding amount for Taxes.\n(b)    Regardless of any action the Employer takes with respect to any such Taxes, the Grantee acknowledges that the ultimate liability for all such Taxes legally due by the Grantee is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Employer. The Grantee further acknowledges that the Employer (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Performance Units, including the grant, vesting or settlement of the Performance Units and the subsequent sale of any shares of Company Stock acquired at settlement and the receipt of any Dividend Equivalents; and (ii) does not commit to structure the terms of the grant or any aspect\nof the Performance Units to reduce or eliminate the Grantee’s liability for Taxes. Further, if the Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Grantee acknowledges that the Employer (or the Grantee’s former employer, as applicable) may be required to collect, withhold or account for Taxes in more than one jurisdiction.\n12.    Company Policies. All amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time.\n13.    Assignment. The Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Units, except to a successor grantee in the event of the Grantee’s death.\n14.    Section 409A. The Grant Letters and these Grant Conditions are intended to comply with section 409A of the Code or an exemption, consistent with Section 20(h) of the Plan, including the six-month delay for specified employees in accordance with the requirements of section 409A of the Code, if applicable. In furtherance of the foregoing, if the Performance Units or related Dividend Equivalents constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Units and related Dividend Equivalents shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder.\n15.    Successors. The provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event.\n16.    Governing Law. The validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle.\n17.    No Entitlement or Claims for Compensation. In connection with the acceptance of the grant of the Performance Units under the Grant Letters and these Grant Conditions, the Grantee acknowledges the following:\n(a)    the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time;\n(b)    the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past;\n(c)    all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee;\n(d)    the Grantee is voluntarily participating in the Plan;\n(e)    the Performance Units and any shares of Company Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee’s employer) and which are outside the scope of the Grantee’s employment contract, if any;\n(f)    the Performance Units and any shares of Company Stock acquired under the Plan are not to be considered part of the Grantee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;\n(g)    the Performance Units and the shares of Company Stock subject to the award are not intended to replace any pension rights or compensation;\n(h)    the grant of Performance Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer;\n(i)    the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty. If the Grantee vests in the Performance Units and receives shares of Company Stock, the value of the acquired shares may increase or decrease. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the Performance Units or the shares of Company Stock; and\n(j)    the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee’s cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee’s employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee’s ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units or any of the shares of Company Stock acquired thereunder as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is\nfound by a court of competent jurisdiction to have arisen, then the Grantee shall be deemed to have irrevocably waived the Grantee’s entitlement to pursue such rights or claim.\n18.    Data Privacy.\n(a)    The Grantee hereby explicitly, willingly and unambiguously consents to the collection, systematization, accumulation, storage, blocking, destruction, use, disclosure and transfer, in electronic or other form, of the Grantee’s personal data as described in these Grant Conditions by and among, as applicable, the Grantee’s employer, the Company or its subsidiaries or affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.\n(b)    The Grantee understands that the Grantee’s employer, the Company or its subsidiaries or affiliates, as applicable, hold certain personal information and sensitive personal information about the Grantee regarding the Grantee’s employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its subsidiaries or affiliates, details of all options, awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”).\n(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative. \n19.    Addendum. Notwithstanding any provisions in these Grant Conditions, the Performance Units shall be subject to any special terms and conditions set forth in any Addendum to this Agreement for the Grantee’s country. Moreover, if the Grantee relocates to one of the countries included in the Addendum, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary for legal or administrative reasons. The Addendum constitutes part of these Grant Conditions."} +{"idx": 55, "level": 4, "span": "* * *"} +{"idx": 55, "level": 4, "span": "(a)    Subject to the terms set forth below, Armstrong Flooring, Inc\n(the “Company”) has granted to the designated employee (the “Grantee”) two target awards (the “Target Award”) of performance-based restricted stock units (the “Performance Units”) as specified in the 2017 Long-Term Performance Restricted Stock Unit Grant Letters to which these Grant Conditions relate (the “Grant Letters”). The “Date of Grant” is March 7, 2017. The Performance Units are Stock Units with respect to common stock of the Company (“Company Stock”)."} +{"idx": 55, "level": 4, "span": "(b)    The Performance Units shall be earned, vested and payable if and to the extent that the Cumulative Free Cash Flow and Cumulative EBITDA performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met\nThe “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019."} +{"idx": 55, "level": 4, "span": "(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters\nThis grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan."} +{"idx": 55, "level": 3, "span": "2.    Performance Goals; Vesting."} +{"idx": 55, "level": 4, "span": "(a)    The Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through December 31, 2019 (the “Vesting Date”)\nThe Performance Units shall be earned based on attainment of the Performance Goals and shall vest based on the Grantee’s continued employment through the Vesting Date, or as otherwise provided below."} +{"idx": 55, "level": 4, "span": "(b)    After the end of the Performance Period, the Management Development and Compensation Committee (the “Committee”) will determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units\nThe Grantee can earn up to 200% of the Target Award based on attainment of the Performance Goals, as set forth in the Grant Letters. Earned and vested Performance Units shall be payable as described in Section 5."} +{"idx": 55, "level": 4, "span": "(c)    If a Change in Control occurs, the amount earned with respect to the Performance Units shall be determined as of the date of the Change in Control as described in the Grant"} +{"idx": 55, "level": 4, "span": "(d)    Except as described below, no Performance Units shall be earned prior to the Committee’s determination of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Units shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination."} +{"idx": 55, "level": 3, "span": "3.    Termination of Employment."} +{"idx": 55, "level": 4, "span": "(a)    General Rule\nExcept as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Units shall be forfeited as of the termination date and shall cease to be outstanding."} +{"idx": 55, "level": 4, "span": "(b)    “55 / 5” Rule Termination\nIf, after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of a “55 / 5” Rule Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period; provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5."} +{"idx": 55, "level": 4, "span": "(c)    Involuntary Termination before a Change in Control\nIf, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period, provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a"} +{"idx": 55, "level": 4, "span": "(d)    Death or Long-Term Disability Before a Change in Control\nIf, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5."} +{"idx": 55, "level": 4, "span": "(e)    Involuntary Termination, Death and Disability on or after a Change in Control\nIf the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Units earned as of the Change in Control date as described in the Grant Letters. If the Grantee has a Change in Control Severance Agreement with the Company (“Change in Control Agreement”), on and after a Change in Control, the term “Involuntary Termination” shall have the meaning given a termination by the Company without Cause as defined in the Change in Control Agreement, and shall include without limitation a termination for Good Reason as defined in the Change in Control Agreement. The Grantee agrees that, subject to the immediately preceding sentence, if and to the extent that these Grant Conditions conflict with the terms of the Change in Control Agreement or any employment agreement between the Company and the Grantee, these Grant Conditions shall supersede the provisions of the Change in Control Agreement and employment agreement applicable to vesting of performance units on and after a Change in Control, notwithstanding anything in the Change in Control Agreement or employment agreement to the contrary."} +{"idx": 55, "level": 4, "span": "(f)    Coordination of Provisions\nIf the Grantee terminates employment in a termination that is both a “‘55 / 5’ Rule Termination” and an Involuntary Termination, the termination shall be treated as an Involuntary Termination for purposes of the Grant Condition and Grant Letters."} +{"idx": 55, "level": 3, "span": "4.    Definitions\nFor purposes of these Grant Conditions and the Grant Letters:"} +{"idx": 55, "level": 4, "span": "(a)    “‘55 / 5’ Rule Termination” shall mean the Grantee’s termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer."} +{"idx": 55, "level": 4, "span": "(b)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer."} +{"idx": 55, "level": 4, "span": "(c)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause."} +{"idx": 55, "level": 4, "span": "(d)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan."} +{"idx": 55, "level": 3, "span": "5.    Payment."} +{"idx": 55, "level": 4, "span": "(a)    Except as provided below, after the end of the Performance Period, if the Committee certifies that the Performance Goals and other conditions to payment of the Performance Units have been met, the Company shall issue shares of Company Stock to the Grantee equal to the number of earned and vested Performance Units, subject to applicable withholding for Taxes (as defined below) and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan\nPayment of earned and vested Performance Units shall be made between April 1, 2020 and April 30, 2020, except as provided below. All unpaid Performance Units shall be forfeited in the event of termination for Cause."} +{"idx": 55, "level": 4, "span": "(b)    If the Grantee’s employment terminates for any reason other than Cause upon or within two years after a Change in Control that meets the requirements of a 409A CIC, the Grantee’s unpaid earned and vested Performance Units (if any) shall be paid within 60 days after the termination date, subject to compliance with section 409A of the Code, if applicable, and as described in Section 20(h) of the Plan\nThe Company shall issue shares of Company Stock to the Grantee equal to the number of the earned and vested Performance Units, subject to applicable withholding for Taxes. If a Change in Control does not meet the requirements of a 409A CIC, the Grantee’s earned and vested Performance Units (if any) shall be paid at the date described in subsection (a)."} +{"idx": 55, "level": 4, "span": "(c)    Any fractional shares will be rounded up to the nearest whole share, but not exceeding 200% of the Target Award."} +{"idx": 55, "level": 3, "span": "6.    Dividend Equivalents\nDividend Equivalents shall accrue with respect to Performance Units and shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Units to which they relate. Dividend Equivalents shall be credited on the Performance Units when dividends are declared on shares of Company Stock from the Date of Grant until the payment date for the vested Performance Units. The Company will keep records of Dividend Equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Vested Dividend Equivalents shall be paid in cash at the same time and subject to the same terms as the underlying vested Performance Units."} +{"idx": 55, "level": 3, "span": "7.    Delivery of Shares\nThe Company’s obligation to deliver shares upon the vesting of the Performance Units shall be subject to applicable laws, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate to comply with relevant securities laws and regulations."} +{"idx": 55, "level": 3, "span": "8.    No Stockholder Rights\nNo shares of Company Stock shall be issued to the Grantee on the Date of Grant, and the Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Performance Units."} +{"idx": 55, "level": 3, "span": "9.    No Right to Continued Employment\nThe grant of Performance Units shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time."} +{"idx": 55, "level": 3, "span": "10.    Incorporation of Plan by Reference\nThe Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Units constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Units shall be final and binding on the Grantee and any other person claiming an interest in the Performance Units."} +{"idx": 55, "level": 3, "span": "11.    Withholding Taxes."} +{"idx": 55, "level": 4, "span": "(a)    The Employer shall have the right, and the Grantee hereby authorizes the Employer, to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes, social insurance, payroll tax, contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the Performance Units (the “Taxes”)\nThe Employer will withhold shares of Company Stock payable hereunder to satisfy the withholding obligation for Taxes on amounts payable in shares, unless the Grantee provides a payment to the Employer to cover such Taxes, in accordance with procedures established by the Committee. Unless the Committee determines otherwise, the share withholding amount shall not exceed the Grantee’s minimum applicable withholding amount for Taxes."} +{"idx": 55, "level": 4, "span": "(b)    Regardless of any action the Employer takes with respect to any such Taxes, the Grantee acknowledges that the ultimate liability for all such Taxes legally due by the Grantee is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Employer\nThe Grantee further acknowledges that the Employer (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Performance Units, including the grant, vesting or settlement of the Performance Units and the subsequent sale of any shares of Company Stock acquired at settlement and the receipt of any Dividend Equivalents; and (ii) does not commit to structure the terms of the grant or any aspect"} +{"idx": 55, "level": 3, "span": "12.    Company Policies\nAll amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time."} +{"idx": 55, "level": 3, "span": "13.    Assignment\nThe Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Units, except to a successor grantee in the event of the Grantee’s death."} +{"idx": 55, "level": 3, "span": "14.    Section 409A\nThe Grant Letters and these Grant Conditions are intended to comply with section 409A of the Code or an exemption, consistent with Section 20(h) of the Plan, including the six-month delay for specified employees in accordance with the requirements of section 409A of the Code, if applicable. In furtherance of the foregoing, if the Performance Units or related Dividend Equivalents constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Units and related Dividend Equivalents shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder."} +{"idx": 55, "level": 3, "span": "15.    Successors\nThe provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event."} +{"idx": 55, "level": 3, "span": "16.    Governing Law\nThe validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle."} +{"idx": 55, "level": 3, "span": "17.    No Entitlement or Claims for Compensation\nIn connection with the acceptance of the grant of the Performance Units under the Grant Letters and these Grant Conditions, the Grantee acknowledges the following:"} +{"idx": 55, "level": 4, "span": "(a)    the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time;"} +{"idx": 55, "level": 4, "span": "(b)    the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past;"} +{"idx": 55, "level": 4, "span": "(c)    all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee;"} +{"idx": 55, "level": 4, "span": "(d)    the Grantee is voluntarily participating in the Plan;"} +{"idx": 55, "level": 4, "span": "(e)    the Performance Units and any shares of Company Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee’s employer) and which are outside the scope of the Grantee’s employment contract, if any;"} +{"idx": 55, "level": 4, "span": "(f)    the Performance Units and any shares of Company Stock acquired under the Plan are not to be considered part of the Grantee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;"} +{"idx": 55, "level": 4, "span": "(g)    the Performance Units and the shares of Company Stock subject to the award are not intended to replace any pension rights or compensation;"} +{"idx": 55, "level": 4, "span": "(h)    the grant of Performance Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer;"} +{"idx": 55, "level": 5, "span": "(i)    the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty\nIf the Grantee vests in the Performance Units and receives shares of Company Stock, the value of the acquired shares may increase or decrease. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the Performance Units or the shares of Company Stock; and"} +{"idx": 55, "level": 4, "span": "(j)    the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee’s cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee’s employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee’s ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units or any of the shares of Company Stock acquired thereunder as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise\nIf, notwithstanding the foregoing, any such right or claim is"} +{"idx": 55, "level": 3, "span": "18.    Data Privacy."} +{"idx": 55, "level": 4, "span": "(a)    The Grantee hereby explicitly, willingly and unambiguously consents to the collection, systematization, accumulation, storage, blocking, destruction, use, disclosure and transfer, in electronic or other form, of the Grantee’s personal data as described in these Grant Conditions by and among, as applicable, the Grantee’s employer, the Company or its subsidiaries or affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan."} +{"idx": 55, "level": 4, "span": "(b)    The Grantee understands that the Grantee’s employer, the Company or its subsidiaries or affiliates, as applicable, hold certain personal information and sensitive personal information about the Grantee regarding the Grantee’s employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its subsidiaries or affiliates, details of all options, awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”)."} +{"idx": 55, "level": 4, "span": "(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country\nThe Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative."} +{"idx": 55, "level": 3, "span": "19.    Addendum\nNotwithstanding any provisions in these Grant Conditions, the Performance Units shall be subject to any special terms and conditions set forth in any Addendum to this Agreement for the Grantee’s country. Moreover, if the Grantee relocates to one of the countries included in the Addendum, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary for legal or administrative reasons. The Addendum constitutes part of these Grant Conditions."} +{"idx": 55, "level": 2, "span": "ADDENDUM"} +{"idx": 55, "level": 2, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 55, "level": 2, "span": "PERFORMANCE RESTRICTED STOCK UNIT GRANT"} +{"idx": 55, "level": 4, "span": "Additional Terms and Conditions and Notifications\nThis Addendum includes special terms and conditions that govern the Performance Units granted to the Grantee if the Grantee resides in the countries listed herein. These terms and conditions are in addition to the terms and conditions set forth in the Grant Conditions. This Addendum may also include information regarding certain other issues of which the Grantee should be aware with respect to the Grantee’s participation in the Plan. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Grant Conditions (of which this Addendum is a part) and the Plan."} +{"idx": 55, "level": 5, "span": "AUSTRALIA"} +{"idx": 55, "level": 5, "span": "SECURITIES LAW DISCLOSURE\nFor the purposes of this section of the Addendum:\n“Australian Participants” means all persons to whom an offer or invitation of Performance Units are made in Australia under the Plan.\n“Exchange” means the New York Stock Exchange.\n“related body corporate” has the meaning given in section 50 of the Corporations Act 2001 (Cth)."} +{"idx": 55, "level": 5, "span": "General Advice Only\nAny advice given by the Company or any related body corporate of the Company in relation to the Performance Units offered under the Plan does not take into account an Australian Participant’s objectives, financial situation and needs. Australian Participants should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities & Investments Commission to give such advice."} +{"idx": 55, "level": 5, "span": "Acquisition price\nNo acquisition price is payable by Australian Participants for the Company to grant you the number of Performance Units set forth in the Grant Letter."} +{"idx": 55, "level": 5, "span": "Risks of Performance Units and Company Stock\nAcquiring and holding Performance Units and Company Stock involves risk. These risks include that:\n(a)    there is no guarantee that Company Stock will grow in value - it may decline in value. Stock markets are subject to fluctuations and the price of Company Stock can rise and fall, depending upon the Company’s performance and other internal and external factors.\n(b)    the Company may decide not to continue to pay dividends on its Company Stock at the current level, or may decide to cease the payment of dividends on its Company Stock.\n(c)    there are tax implications involved in acquiring and holding Performance Units and Company Stock and the tax regime applying to Australian Participants may change."} +{"idx": 55, "level": 4, "span": "(a)    there is no guarantee that Company Stock will grow in value - it may decline in value\nStock markets are subject to fluctuations and the price of Company Stock can rise and fall, depending upon the Company’s performance and other internal and external factors."} +{"idx": 55, "level": 4, "span": "(b)    the Company may decide not to continue to pay dividends on its Company Stock at the current level, or may decide to cease the payment of dividends on its Company Stock."} +{"idx": 55, "level": 4, "span": "(c)    there are tax implications involved in acquiring and holding Performance Units and Company Stock and the tax regime applying to Australian Participants may change."} +{"idx": 55, "level": 5, "span": "Market Price of Company Stock in Australian Dollars\nAn Australian Participant could, from time to time, ascertain the market price of Company Stock by obtaining that price from the Exchange website, the Company website or The Wall Street Journal, and multiplying that price by a published exchange rate to convert U.S. Dollars into Australian Dollars."} +{"idx": 56, "level": 1, "span": "REIMBURSEMENT AGREEMENT"} +{"idx": 56, "level": 0, "span": "THIS REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into as of March 23, 2017, by and among Rodin Global\nProperty Trust, Inc. a Maryland corporation (the “Company”), Cantor Fitzgerald Investors, LLC, a Delaware limited liability company (the “Sponsor”), and, only with respect to Section 1.02(c) hereof, Rodin Global\nProperty Trust OP Holdings, LLC, a Delaware limited liability company (the “Special Unit Holder\n”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1.01 below. "} +{"idx": 56, "level": 1, "span": "W I T N E S S E T H"} +{"idx": 56, "level": 1, "span": "WHEREAS\n, the Sponsor is the sponsor of the Company; "} +{"idx": 56, "level": 1, "span": "WHEREAS, the Company has registered for public sale on Registration Statement\nNo. 333-214130 on Form S-11, as amended, a maximum of $1,250,000,000 in shares of its common stock, $0.01 par value per share, consisting of Class A shares,\nClass T shares and Class I shares (collectively, the “Shares”), of which amount: (i) up to $1,000,000,000 in Shares are being offered to the public pursuant to the Company’s primary offering (the “Primary\nOffering”); and (ii) up to $250,000,000 in Shares are being offered to stockholders (the “Stockholders\n”) of the Company pursuant to the Company’s distribution reinvestment plan; "} +{"idx": 56, "level": 1, "span": "WHEREAS, the Company and the Sponsor have entered into a Dealer Manager Agreement, dated as of March 23, 2017 (the “Dealer\nManager Agreement”), with Cantor Fitzgerald & Co., a New York general partnership (the “Dealer Manager\n”), pursuant to which the Dealer Manager will offer and sell the Shares on a best efforts basis for the account\nof the Company and manage the sale of the Shares by other participating broker dealers, upon the terms and subject to the conditions set forth in the Dealer Manager Agreement; "} +{"idx": 56, "level": 1, "span": "WHEREAS, the Company and the Special Unit Holder, have entered into the limited partnership agreement of Rodin Global Property Trust\nOperating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), dated as of March 23, 2017 (the “OP Agreement”), pursuant to which, among other things, the Operating Partnership issued\nSpecial Limited Partnership Units (the “Special Limited Partnership Units\n”) to the Special Unit Holder. "} +{"idx": 56, "level": 1, "span": "WHEREAS,\nthe Sponsor has agreed to pay certain expenses relating to selling commissions and/or dealer-manager fees of the sale of the Shares in the amount of up to four percent (4%) of gross offering proceeds incurred in the Primary Offering (the\n“Sponsor Expenses\n”); and "} +{"idx": 56, "level": 1, "span": "WHEREAS\n, the Company has agreed to reimburse the Sponsor for the payment of Sponsor\nExpenses in certain circumstances upon the terms and subject to the conditions hereinafter set forth. "} +{"idx": 56, "level": 1, "span": "NOW, THEREFORE\n, in\nconsideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows: "} +{"idx": 56, "level": 2, "span": "1.01 Certain Definitions\n. As used in this Agreement, the following terms shall have\nthe meanings specified below: \n“Agreement” has the meaning set forth in the Recitals.\n“Charter” means the Company’s Articles of Amendment and Restatement, as amended.\n“Company” has the meaning set forth in the Recitals.\n“Dealer Manager” has the meaning set forth in the Recitals.\n“Dealer Manager Agreement” has the meaning set forth in the Recitals."} +{"idx": 56, "level": 1, "span": "“OP Agreement”\n has the meaning set forth in the Recitals. \n“Operating Partnership” has the meaning set forth in the Recitals."} +{"idx": 56, "level": 1, "span": "“Primary Offering”\n has the meaning set forth in the Recitals. \n“Shares” has the meaning set forth in the Recitals."} +{"idx": 56, "level": 1, "span": "“Special Limited Partnership Units”\n has the meaning set forth in the recitals. \n“Special Unit Holder” has the meaning set forth in the Recitals.\n“Sponsor” has the meaning set forth in the Recitals.\n“Sponsor Expenses” has the meaning set forth in the Recitals."} +{"idx": 56, "level": 2, "span": "1.02 Reimbursement\n. \n(a) The Company hereby agrees to reimburse the Sponsor or its designee for all Sponsor Expenses actually incurred by, or on behalf of, the\nSponsor. The Company shall reimburse the Sponsor Expenses immediately prior to, or upon the occurrence of the redemption of the Special Limited Partnership Units in connection with the events (each, a “Reimbursement Event”) set\nforth or contemplated by the provisions of Section 8.6 of the OP Agreement. The Company only shall be obligated to reimburse the Sponsor in connection with a Reimbursement Event after (x) the Company has fully invested the proceeds from\nthe Primary Offering and (y) the Stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a six percent (6%) cumulative,\nnon-compounded annual pre-tax return on such invested capital.\n(b) Subject to Section 1.02(a) hereof, the Company’s reimbursement obligations hereunder shall be due and payable within fifteen\n(15) days after the occurrence of a Reimbursement Event; provided, however, the Sponsor may, in its sole discretion, waive or defer all or any portion of the Sponsor Expenses.\n(c) The Special Unit Holder hereby agrees to be contractually subordinated to the interests of the Sponsor with respect to any Sponsor\nExpenses and any such reimbursement\nhereunder shall be reimbursed to the Sponsor prior to the payment of any distributions to the Special Unit Holder pursuant to the terms and conditions of the Operating Partnership.\n(d) Subject only to the limitations contained in this Agreement and to any expressly applicable limitations contained in the Charter, the\nobligations of the Company under this Agreement are absolute, unconditional and irrevocable and shall be paid and observed, as may be applicable, strictly in accordance with the terms of this Agreement under all circumstances whatsoever.\n(e) In the event of a default by the Company hereunder, the Sponsor shall have all remedies available at law or in equity. In addition, the\nrights granted to the Sponsor pursuant to this Agreement are not the exclusive remedies available to the Sponsor in connection with the Company’s reimbursement obligations hereunder or actions related thereto, and the Sponsor shall have all\nother remedies available to it at law or in equity."} +{"idx": 56, "level": 3, "span": "(a) The Company hereby agrees to reimburse the Sponsor or its designee for all Sponsor Expenses actually incurred by, or on behalf of, the\nSponsor. The Company shall reimburse the Sponsor Expenses immediately prior to, or upon the occurrence of the redemption of the Special Limited Partnership Units in connection with the events (each, a “Reimbursement Event”) set\nforth or contemplated by the provisions of Section 8.6 of the OP Agreement. The Company only shall be obligated to reimburse the Sponsor in connection with a Reimbursement Event after (x) the Company has fully invested the proceeds from\nthe Primary Offering and (y) the Stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a six percent (6%) cumulative,\nnon-compounded annual pre-tax return on such invested capital."} +{"idx": 56, "level": 3, "span": "(b) Subject to Section 1.02(a) hereof, the Company’s reimbursement obligations hereunder shall be due and payable within fifteen\n(15) days after the occurrence of a Reimbursement Event; provided, however, the Sponsor may, in its sole discretion, waive or defer all or any portion of the Sponsor Expenses."} +{"idx": 56, "level": 3, "span": "(c) The Special Unit Holder hereby agrees to be contractually subordinated to the interests of the Sponsor with respect to any Sponsor\nExpenses and any such reimbursement"} +{"idx": 56, "level": 3, "span": "(d) Subject only to the limitations contained in this Agreement and to any expressly applicable limitations contained in the Charter, the\nobligations of the Company under this Agreement are absolute, unconditional and irrevocable and shall be paid and observed, as may be applicable, strictly in accordance with the terms of this Agreement under all circumstances whatsoever."} +{"idx": 56, "level": 3, "span": "(e) In the event of a default by the Company hereunder, the Sponsor shall have all remedies available at law or in equity\nIn addition, the\nrights granted to the Sponsor pursuant to this Agreement are not the exclusive remedies available to the Sponsor in connection with the Company’s reimbursement obligations hereunder or actions related thereto, and the Sponsor shall have all\nother remedies available to it at law or in equity."} +{"idx": 56, "level": 2, "span": "1.03 Notices"} +{"idx": 56, "level": 2, "span": "1.04 Successors and Assigns\n. This Agreement shall be binding upon\nthe parties hereto and their respective executors, administrators, legal representatives, heirs, successors and assigns, and shall inure to the benefit of the parties hereto and, except as otherwise provided herein, their respective executors,\nadministrators, legal representatives, heirs, successors and assigns. "} +{"idx": 56, "level": 2, "span": "1.05 Modification\n. This Agreement shall not be\nchanged or modified, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or permitted assigns. "} +{"idx": 56, "level": 2, "span": "1.06 Severability\n. The provisions of this Agreement are independent of and severable from each other, and no provision shall be\naffected or rendered invalid or unenforceable by \nvirtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part."} +{"idx": 56, "level": 2, "span": "1.07 Governing Law\n. This Agreement shall be governed by and construed in accordance with the laws of the State of New York\napplicable to agreements made and to be performed wholly within that State without regard to the principles of conflicts of laws. Each of the parties hereto hereby irrevocably submits to the jurisdiction of any New York State court sitting in the\nBorough of Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Agreement. "} +{"idx": 56, "level": 2, "span": "1.08 Entire Agreement\n. This Agreement contains the entire agreement and understanding between the parties hereto with respect to\nthe subject matter hereof. "} +{"idx": 56, "level": 2, "span": "1.09 Interpretation\n. Words used herein regardless of the number and gender specifically used,\nshall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. "} +{"idx": 56, "level": 2, "span": "1.10 Headings\n. The titles of Sections contained in this Agreement are for convenience only, and they neither form a part of this\nAgreement nor are they to be used in the construction or interpretation hereof. "} +{"idx": 56, "level": 2, "span": "1.11 Counterparts\n. This Agreement may be\nexecuted in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding\nwhen one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. "} +{"idx": 56, "level": 1, "span": "IN WITNESS WHEREOF"} +{"idx": 56, "level": 1, "span": "[Signature Page to Reimbursement Agreement dated March 23, 2017]"} +{"idx": 57, "level": 0, "span": "HOSTESS BRANDS, INC. PERFORMANCE SHARE UNIT AWARD AGREEMENT"} +{"idx": 57, "level": 1, "span": "Cover Sheet"} +{"idx": 57, "level": 1, "span": "HOSTESS BRANDS, INC.\nBy:_____________________\nName:\nTitle:"} +{"idx": 57, "level": 1, "span": "HOSTESS BRANDS, INC."} +{"idx": 57, "level": 1, "span": "PERFORMANCE SHARE AWARD AGREEMENT"} +{"idx": 57, "level": 2, "span": "By signing the Cover Sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan and evidence your acceptance of the powers of the Committee of the Board of Directors of the Company that administers the Plan."} +{"idx": 57, "level": 1, "span": "HOSTESS BRANDS, INC."} +{"idx": 58, "level": 1, "span": "HOSTESS BRANDS, INC."} +{"idx": 58, "level": 1, "span": "2016 EQUITY INCENTIVE PLAN"} +{"idx": 58, "level": 0, "span": "NONQUALIFIED STOCK OPTION AGREEMENT"} +{"idx": 58, "level": 1, "span": "Cover Sheet"} +{"idx": 58, "level": 1, "span": "HOSTESS BRANDS, INC.\nBy:_____________________\nName:\nTitle:"} +{"idx": 58, "level": 1, "span": "HOSTESS BRANDS, INC."} +{"idx": 58, "level": 1, "span": "By signing the Cover Sheet of this Agreement, you agree to all of the terms and conditions described in the Cover Sheet, above and in the Plan and evidence your acceptance of the powers of the Committee of the Board of Directors of the Company that administers the Plan."} +{"idx": 59, "level": 1, "span": "SEPARATION AGREEMENT"} +{"idx": 59, "level": 1, "span": "AND"} +{"idx": 59, "level": 1, "span": "GENERAL RELEASE OF CLAIMS\nTHIS SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (hereinafter “Agreement”) is entered into by and between Shana Hood (hereinafter “Employee”) and Mast Therapeutics, Inc. (hereinafter “Mast” or the “Company”).  Employee and Mast hereinafter are collectively referred to as the “Parties” or individually referred to as a “Party.”"} +{"idx": 59, "level": 1, "span": "RECITALS"} +{"idx": 59, "level": 1, "span": "A.Mast is a corporation and is doing business in the State of California."} +{"idx": 59, "level": 1, "span": "B.Employee’s employment with Mast as a General Counsel, Vice President & Secretary is expected to terminate as of the closing (the “Closing”) of the acquisition of Savara Inc. (the “Change of Control”), which is expected to occur on or about April 21, 2017 (such date of termination of employment the “Termination Date”)."} +{"idx": 59, "level": 1, "span": "C.In accordance with the terms of the Executive Severance Agreement, dated March 30, 2016, between Employee and Mast (the “Executive Severance Agreement”), Employee desires to settle and compromise any and all possible claims and disputes he/she has against any of the Releasees, as defined below, arising out of their relationship to date, and to provide for a general release of any and all such claims."} +{"idx": 59, "level": 0, "span": "AGREEMENT"} +{"idx": 59, "level": 1, "span": "/s/ Shana Hood"} +{"idx": 59, "level": 1, "span": "Shana Hood"} +{"idx": 59, "level": 2, "span": "1.Termination of Employment and Resignation of Positions\nEmployee agrees that his/her employment with Mast will terminate as part of the Closing effective as of the Termination Date and he/she has complied, or will comply as of the Termination Date, as applicable, with the provisions of Section 1.3 of the Executive Severance Agreement.  Employee hereby resigns, effective as of the Termination Date, any and all other positions he/she holds with Mast and any of its subsidiaries, including positions as a director of Mast or any of its subsidiaries.  In the event that Employee’s employment with Mast is not terminated in connection with the Closing, this Agreement shall automatically terminate and no longer remain in force or effect without further obligation of either of the Parties."} +{"idx": 59, "level": 2, "span": "2.Separation Pay/Consideration\nIn consideration of the covenants and releases given herein, upon termination of Employee’s employment on the Termination Date, and subject to non-revocation of this Agreement as set forth in Section 4.c. and execution of the Affirmation (as defined below), Employee will become eligible to receive the following consideration:\na.Separation Pay.  Mast will tender a check to Employee in an amount of Two Hundred Thirty-Four Thousand, Three Hundred Ninety-One Dollars and Twenty-Nine Cents ($234,391.29), less applicable federal and California payroll tax deductions, which is the equivalent of (i) nine (9) months of Employee’s base salary and (ii) the amount equal to the premiums necessary to continue Employee’s health insurance coverage in effect for Employee and Employee’s covered dependents under the Consolidated Omnibus Reconciliation Act of 1985, for a period of nine (9) months; and\nb.Unemployment Insurance Claim.  Mast will not oppose Employee’s claim for unemployment insurance benefits, and, if asked, will inform the California Employment Development Department that Employee was laid off by Mast as part of the Change in Control."} +{"idx": 59, "level": 2, "span": "3.Release\na.Release.  Employee does hereby unconditionally, irrevocably and absolutely release and discharge Mast and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer,\ninsurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns, (collectively, the “Releasees”) from any and all loss, liability, claims, demands, causes of action or suits of any type, whether in law and/or in equity, related directly or indirectly, or in any way connected with any transactions, affairs or occurrences between them to date, including, but not limited to, Employee’s employment with Mast and the termination of said employment.  Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Releasees, other than consideration to which Employee may be entitled in respect of (i) a Change of Control, and (ii) unpaid wages, accrued and unused vacation and reimbursement for business expenses validly incurred prior to termination.  This Agreement specifically applies, without limitation, to any and all disputed wage claims, claims for unpaid expenses, contract claims, tort claims, claims for wrongful termination, and claims arising under Title VII of the Civil Rights Act of 1991, the Americans with Disabilities Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, the Sarbanes-Oxley Act of 2002, the California Fair Employment and Housing Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the California Family Rights Act, the California Labor Code, the California Business and Professions Code, and any and all federal or state statutes or laws governing employment and/or discrimination in employment.  In addition, this Agreement specifically applies to any claims for age discrimination harassment or retaliation in employment, including any claims arising under the Age Discrimination in Employment Act or any other statutes or laws which govern age discrimination in employment.  Nothing in this Agreement shall be construed to mean that Employee is releasing or waiving claims to enforce this Agreement, workers’ compensation claims, claims for unemployment insurance benefits, claims for any vested retirement, any claim for indemnification (including under the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against the Company or Employee, or claims that, by law, cannot be waived.\nb.Section 1542 Waiver.  Employee does expressly waive all of the benefits and rights granted to him/her pursuant to California Civil Code section 1542, which reads as follows:\nA general release does not extend to claims which the creditor does not know of or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.\nEmployee does certify that he/she has read all of this Agreement, including the release provisions contained herein and the quoted Civil Code section, and that he/she fully understands all of the same.  Employee hereby expressly agrees that this Agreement shall extend and apply to all unknown, unsuspected and unanticipated injuries and damages, as well as those that are now disclosed.\nc.No Further Action.  Except as set forth in Section 5, Employee irrevocably and absolutely agrees that he/she will not prosecute nor allow to be prosecuted on his/her behalf, in any administrative agency, whether federal or state, or in any court, whether federal or state, any claim or demand of any type related to the matters released above, it being the intention of the Parties that with the execution by Employee of this release, the Releasees will be absolutely, unconditionally and forever discharged of and from all obligations to or on behalf of Employee related in any way to the matters discharged herein."} +{"idx": 59, "level": 2, "span": "4.Additional Provisions Regarding Release of Age Claims/OWBPA Provisions\na.ADEA Claims.  This section of the Agreement exclusively addresses issues relating to Employee’s release of claims arising under federal law involving discrimination on the basis of age in employment (age forty and above).  This section is provided separately, in compliance with federal law, including but not limited to the Older Workers’ Benefit Protection Act of 1990 (“OWBPA”), to ensure that Employee clearly understands his rights so that any release of age discrimination claims under federal law (the ADEA) is knowing and voluntary on the part of Employee.\nb.Review Period/OWBPA Provisions.  In accordance with the provisions of the OWBPA, Employee is aware of the following:  Employee represents, acknowledges and agrees that Mast has advised him/her, in writing, (i) to discuss this Agreement with an attorney and to that extent, if any, that Employee has desired, Employee has done so; (ii) that Mast has given Employee forty-five (45) days from receipt of this Agreement to review and consider this Agreement before signing it, and Employee understands that he/she may use as much of this forty-\nfive (45) day period as he/she wishes prior to signing; (iii) that no promise, representation, warranty or agreements not contained herein have been made by or with anyone to cause him/her to sign this Agreement; (iv) that he/she has read this Agreement in its entirety, and fully understands and is aware of its meaning, intent, content and legal effect; (v) that he/she is executing this release voluntarily and free of any duress or coercion; (vi) that this Agreement includes rights and claims under the federal Age Discrimination in Employment Act, as amended, and the federal OWBPA, as amended; and (vii) that this Agreement does not waive rights or claims that may arise after the date Employee signs this Agreement.\nc.Effective Date of Agreement.  The Parties acknowledge that for a period of seven (7) days following the execution of this Agreement, Employee may revoke the Agreement, and the Agreement shall not become effective or enforceable until the revocation period has expired.  This Agreement shall become effective eight (8) days after it has been signed by Employee and Mast, and in the event the parties do not sign on the same date, then this Agreement shall become effective eight (8) days after the date it is signed by Employee."} +{"idx": 59, "level": 2, "span": "5.Protected Rights\nEmployee understands that nothing contained in this Agreement limits Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal, state or local government agency or commission (“Government Agencies”), including an Age Discrimination in Employment Act charge or complaint, although Employee may have no right to relief by reason of the claims Employee has released herein.  Employee further understands that this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to Mast.  Nothing in this Agreement shall restrict or limit any right Employee may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission.  In addition, pursuant to the Defend Trade Secrets Act of 2016, Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order."} +{"idx": 59, "level": 2, "span": "6.No Cooperation\nSubject to Section 5 governing Employee’s Protected Rights, Employee agrees that he/she will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company and its subsidiaries, and predecessor and successor corporations and assigns, unless under a subpoena or other court order to do so or as related directly to the ADEA waiver in this Agreement. Employee agrees both to promptly notify the Company and its successor corporations, upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against the Company and its subsidiaries, and predecessor and successor corporations and assigns, Employee shall state no more than that Employee cannot provide counsel or assistance."} +{"idx": 59, "level": 2, "span": "7.Acknowledgements/Affirmations\nEmployee acknowledges and affirms that he/she has been paid and/or has received all wages, bonuses, incentive compensation, accrued vacation and benefits to which Employee may be entitled, except for such wages, bonuses, incentive compensation, accrued vacation and benefits to which Employee may be entitled as a result of the Change of Control and/or termination of employment.  Employee also acknowledges and affirms that he/she has been provided information regarding his/her inability to continue to receive health insurance benefits as COBRA benefits after the termination of his/her employment due to Mast’s termination, in connection with the Change in Control, of the health insurance plans in which Employee has participated.  Employee further acknowledges and affirms that he/she has returned all documents and other items provided to Employee by the Company (with the exception of a copy of the Employee Handbook and personnel documents specifically relating to Employee), developed or obtained by Employee in connection with Employee’s employment with the Company, or otherwise belonging to the Company."} +{"idx": 59, "level": 2, "span": "8.Confidentiality/Non-Disparagement\nEmployee agrees that all matters relative to this Agreement shall remain confidential.  Accordingly, Employee hereby agrees that, with the exception of his/her spouse, counsel and tax advisors, he/she shall not discuss, disclose or reveal to any other persons, entities or organizations, whether within or outside of Mast, the terms and conditions of this Agreement.  The Parties acknowledge, however, that Mast may be required to file a copy of this Agreement with the Securities and Exchange Commission, in which case, the terms and conditions of this Agreement will be accessible for review by the public.  Nothing in this section prevents Employee from disclosing to any third party that his/her employment with Mast terminated in connection with the Change in Control.  Employee agrees not to make any derogatory or adverse statements, written or verbal, regarding the Releasees to anyone, and agrees to refrain from knowingly interfering in any tortious manner with the contracts and relationships of the Company.  Mast agrees not to make any derogatory or adverse statements, written or verbal, regarding Employee to anyone.  Employee understands that the Company’s obligations under this paragraph extend only to the Company’s current executive officers and members of its Board of Directors and only for so long as each officer or member is an employee or Director of the Company."} +{"idx": 59, "level": 2, "span": "9.Affirmation of Release and Waiver\nPrior to receipt of the consideration set forth in Section 2, Employee shall execute and deliver the Affirmation in substantially the form set forth in Exhibit A (the “Affirmation”)."} +{"idx": 59, "level": 2, "span": "10.Reference Requests\nAny reference requests concerning Employee will be referred to the Human Resources Department.  The only information that will be provided in response to such a request will be Employee’s dates of employment, his/her title, confirmation of his/her rate of pay, a statement that Employee was terminated in connection with the Change in Control and would not have been terminated but for that company action, and a statement that it is Mast’s policy to only provide that information."} +{"idx": 59, "level": 2, "span": "11.Tax Consequences\nThe Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Employee or made on Employee’s behalf under the terms of this Agreement.  Employee agrees and understands that Employee is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon."} +{"idx": 59, "level": 2, "span": "12.Entire Agreement\nThe Parties further declare and represent that no promise, inducement or agreement not herein expressed has been made to them and that this Agreement together with the Executive Severance Agreement contain the full and entire agreement between and among the Parties, and that the terms of this Agreement are contractual and not a mere recital."} +{"idx": 59, "level": 2, "span": "13.Applicable Law\nThe validity, interpretation, and performance of this Agreement shall be construed and interpreted according to the laws of the State of California."} +{"idx": 59, "level": 2, "span": "14.Dispute Resolution\nExcept as set forth in Section 5, any dispute arising out of or related to this Agreement shall be resolved through binding arbitration through JAMS in San Diego, California, under the then current applicable rules of JAMS.  The arbitrator may grant injunctions and other relief in such disputes.  The arbitrator shall administer and conduct any arbitration in accordance with California law, including the California Code of Civil Procedure, and the arbitrator shall apply substantive and procedural California law to any dispute or claim, without reference to any conflict-of-law provisions of any jurisdiction.  To the extent that the JAMS rules conflict with California law, California law shall take precedence.  The decision of the arbitrator shall be final, conclusive, and binding on the parties to the arbitration.  Each party shall be responsible for its or his or her own costs and attorneys’ fees in connection with the arbitration, as well as half of the costs of the arbitration.  THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY.  Notwithstanding the foregoing, this Section will not prevent either Party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the Parties and the subject matter of their dispute relating to this Agreement."} +{"idx": 59, "level": 2, "span": "15.Knowing and Voluntary Agreement\nEmployee acknowledges that he/she has carefully read and fully understands all the provisions and effects of this Agreement.  Employee further acknowledges that he/she has been given the opportunity to consult with his/her own independent legal counsel and tax professional with respect to the matters referenced in this Agreement.  Employee acknowledges that he/she has fully discussed this Agreement with his/her attorney or has voluntarily chosen to sign this Agreement without consulting an attorney and/or tax\nThe undersigned hereby acknowledges his/her termination of employment with the Company as of April 27, 2017 (the “Termination Date”) and further affirms that terms of the Separation Agreement and General Release of Claims between the undersigned and Mast Therapeutics, Inc. (the “Agreement”) remain in full force and effect as of the Termination Date, including, but not limited to, the release, waivers and affirmations set forth in Sections 3, 4 and 6 of the Agreement.\nThe undersigned acknowledges and affirms that he/she has been paid and/or has received all wages, bonuses, incentive compensation, accrued vacation and benefits to which the undersigned may be entitled, other than shares of the Company’s common stock pursuant to settlement of the restricted stock unit award granted to the undersigned in January 2017 pursuant to the Notice of Grant of Restricted Stock Units and Restricted Stock Units Award Agreement between the undersigned and the Company (the “RSUs Agreement”).  Upon receipt of 6,479 shares of the Company’s common stock (which is the amount granted under the RSUs Agreement as adjusted for the 70-for-1 reverse stock split implemented by the Company on April 27, 2017) in the undersigned’s E*Trade account, the undersigned acknowledges and affirms that he/she will have received all shares of Company common stock due to the undersigned pursuant to the RSUs Agreement.\nDated: April 27, 2017"} +{"idx": 60, "level": 0, "span": "EMPLOYMENT AGREEMENT\nThis Employment Agreement (“Agreement”) is executed and agreed to as of     , 2017 by and between\nRosehill Operating Company, LLC, a Delaware limited liability company (the “Company”), and      (“Employee”).\n1.    Employment. During the Employment Period (as defined in Section 4),\nthe Company shall employ Employee, and Employee shall serve, as      of the Company and in such other position or positions as may be assigned from time to time, with Employee’s consent, by the [Company] [board of directors\n(the “Board”) of KLR Energy Acquisition Corp., a Delaware corporation that is expected to be converted into Rosehill Resources Inc. in connection with the closing of the transaction contemplated by the Business Combination\nAgreement (as defined below) and parent of the Company (the “Parent”)].\n2.    Duties\nand Responsibilities of Employee. \n(a)    During the Employment Period, Employee shall devote\nEmployee’s full business time, attention and best efforts to the business of the Parent [(as defined below)] and its direct and indirect subsidiaries including the Company (collectively, the “Company Group”) as may be\nrequested by the [Company] [Board] from time to time. Employee’s duties shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to\nEmployee by the [Company] [Board] from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Agreement, (i) as a passive investment, own\npublicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior\nwritten consent of the [board of directors (the “Board”) of KLR Energy Acquisition Corp., a Delaware corporation that is expected to be converted into Rosehill Resources Inc. in connection with the closing of the transaction\ncontemplated by the Business Combination Agreement (as defined below) and parent of the Company (the “Parent”)] [Board], engage in other personal and passive investment activities, in each case, so long as such interests or\nactivities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or competitive with the business of\nthe Company Group.\n(b)    Employee hereby represents and warrants that Employee is not the subject of, or a party to,\nany employment agreement, non-competition, non-solicitation, restrictive covenant, non-disclosure agreement, or any other\nagreement, obligation, restriction or understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit\nor affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information\nbelonging to any prior employer (excluding any member of the Company Group) in the course of performing services for any member of the Company Group, and Employee shall not do so. Employee shall not introduce documents or other materials containing\nconfidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group.\n(c)    Employee owes each member of the Company Group fiduciary duties\n(including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in\nthis Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.\n3.    Compensation.\n(a)    Base Salary. During the Employment Period, the Company shall pay to Employee an annualized base salary of\n$     (the “Base Salary”) in consideration for Employee’s services under this Agreement, payable in substantially equal installments in conformity with the Company’s customary payroll practices\nfor similarly situated employees as may exist from time to time, but no less frequently than monthly.\n(b)    Annual Bonus. Employee shall be eligible for discretionary bonus compensation for each complete calendar\nyear that Employee is employed by the Company hereunder (the “Annual Bonus”). The performance targets that must be achieved in order to be eligible for certain bonus levels shall be established by the Board (or a\ncommittee thereof) annually, in its sole discretion, and communicated to Employee within the first ninety (90) days of the applicable calendar year (the “Bonus Year”). Notwithstanding the foregoing, Employee shall be\neligible to receive a discretionary, pro rata bonus for the portion of the 2017 calendar year that Employee is employed by the Company hereunder (the “2017 Bonus”). Each Annual Bonus (including the 2017 Bonus), if any,\nshall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than March 15 following the\nend of such Bonus Year. Notwithstanding anything in this Section 3(b) to the contrary, no Annual Bonus (including the 2017 Bonus), if any, nor any portion thereof, shall be payable for any Bonus Year unless Employee remains\ncontinuously employed by the Company from the Effective Date through the last day of the applicable Bonus Year, except that, in the event that Employee’s employment terminates pursuant to Section 7(b), 7(c) or 7(d) or upon\nthe expiration of the then-existing Initial Term or Renewal Term, as applicable, as a result of a non-renewal of this Agreement by the Company pursuant to Section 4), Employee shall\nbe eligible to receive a pro rata bonus for the calendar year in which such termination occurs, payable on the date annual bonuses are paid to similarly situated employees who have continued employment with the Company; provided that\nEmployee executes on or before the Release Expiration Date (as defined below), and does not revoke within the time provided by the Company to do so, a Release (as defined below).\n(c)    Long-Term Incentive Plan Awards. Employee shall be eligible to receive annual awards under the Rosehill\nResources Inc. Long-Term Incentive Plan (the “LTIP”) on such terms and conditions as the Board (or a committee thereof) shall determine from time to time. All awards granted to Employee under the LTIP, if any, shall be\nsubject to and governed by the terms and provisions of the LTIP as in effect from time to time and the award agreements evidencing\nsuch awards. Nothing herein shall be construed to give Employee any rights to any amount or type of grant or award except as provided in a written award agreement provided to Employee and\nauthorized by the Board (or a committee thereof).\n4.    Term of Employment. The initial term of\nEmployee’s employment under this Agreement shall be for the period beginning on date of the closing of the transaction contemplated in that certain Business Combination Agreement, dated as of December 20, 2016, by and between KLR Energy\nAcquisition Corp., a Delaware corporation and Tema Oil and Gas Company, a Maryland corporation (as amended, the “Business Combination Agreement” and such date, the “Effective Date”), and ending on the\nsecond anniversary of the Effective Date (the “Initial Term”). On the second anniversary of the Effective Date and on each subsequent anniversary thereafter, the term of Employee’s employment under this Agreement shall\nautomatically renew and extend for a period of twelve (12) months (each such twelve-month period being a “Renewal Term”) unless written notice of non-renewal is delivered by either\nparty to the other not less than thirty (30) days prior to the expiration of the then-existing Initial Term or Renewal Term, as applicable. Notwithstanding any other provision of this Agreement, Employee’s employment pursuant to this\nAgreement may be terminated at any time in accordance with Section 7. The period from the Effective Date through the expiration of this Agreement or, if sooner, the termination of Employee’s employment pursuant to this\nAgreement, regardless of the time or reason for such termination, shall be referred to herein as the “Employment Period.”\n5.    Business Expenses. Subject to Section 22 and the Company’s policies\nthen in effect, the Company shall reimburse Employee for Employee’s reasonable out-of-pocket business-related expenses actually incurred in the performance of\nEmployee’s duties under this Agreement so long as Employee timely submits all documentation for such reimbursement, as required by Company policy in effect from time to time. Any such reimbursement of expenses shall be made by the Company upon\nor as soon as practicable following receipt of such documentation (but in any event not later than the close of Employee’s taxable year following the taxable year in which the expense is incurred by Employee). In no event shall any\nreimbursement be made to Employee for such expenses incurred after the date of Employee’s termination of employment with the Company.\n6.    Benefits; Vacation.\n(a)    Benefits. During the Employment Period, Employee shall be eligible to participate in the same benefit plans\nand programs in which other similarly situated Company employees are eligible to participate, subject to the terms and conditions of the applicable plans and programs in effect from time to time. The Company shall not, however, by reason of this\nSection 6, be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any such plan or policy, so long as such changes are similarly applicable to similarly situated Company employees\ngenerally.\n(b)    Vacation. Employee shall be eligible to take up to      weeks paid\nvacation each complete calendar year (an aggregate of two (2) weeks (which equals 10 days) of which may be carried forward to succeeding calendar years), which shall accrue and be taken, and which may increase, in accordance with the\nCompany’s vacation policy as in effect from time to time. For the avoidance of doubt, Employee’s vacation shall be pro-rated for the calendar year that includes the\nEffective Date. Employee shall cease accruing vacation as of any time that Employee has accrued five (5) weeks of unused vacation, and Employee shall resume accruing vacation in accordance\nwith this Section 6(b) only after Employee’s accrued, unused vacation is less than five (5) weeks.\n7.    Termination of Employment.\n(a)    Company’s Right to Terminate Employee’s Employment for Cause. The\nCompany shall have the right to terminate Employee’s employment hereunder at any time for “Cause.” For purposes of this Agreement, “Cause” shall mean:\n(i)    Employee’s material breach of this Agreement or any other written agreement between Employee\nand one or more members of the Company Group, including Employee’s breach of any material representation, warranty or covenant made under any such agreement, or Employee’s breach of any policy or code of conduct established by a member of\nthe Company Group and applicable to Employee;\n(ii)    the commission of an act of gross negligence,\nwillful misconduct, breach of fiduciary duty, fraud, theft or embezzlement on the part of Employee;\n(iii)    the commission by Employee of, or conviction or indictment of Employee for, or plea of nolo\ncontendere by Employee to, any felony (or state law equivalent) or any crime involving moral turpitude; or\n(iv)    Employee’s willful failure or refusal, other than due to Disability, to perform\nEmployee’s obligations pursuant to this Agreement or to follow any lawful directive from the [Company] [Board], as determined by the [Company] [Board (sitting without Employee, if applicable)]; provided, however, that if\nEmployee’s actions or omissions as set forth in this Section 7(a)(iv) are of such a nature that the [Company] [Board] determines that they are curable by Employee, such actions or omissions must remain uncured thirty\n(30) days after the [Company] [Board] has provided Employee written notice of the obligation to cure such actions or omissions.\n(b)    Company’s Right to Terminate for Convenience. The Company shall have the right to\nterminate Employee’s employment for convenience at any time and for any reason, or no reason at all, upon written notice to Employee.\n(c)    Employee’s Right to Terminate for Good Reason. Employee shall have the right to terminate\nEmployee’s employment with the Company at any time for “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean:\n(i)    a material diminution in Employee’s Base Salary (other than an\nacross-the-board reduction that affects similarly-situated employees in substantially the same proportion as Employee) or authority, duties and responsibilities with the\nCompany or its Subsidiaries; provided, however, that if Employee is serving as an officer or member of the board of directors (or similar governing body) of any member of the Company Group or any other entity in which a member of the Company\nGroup holds an equity interest, in no event shall the removal of Employee as an officer or board member, regardless of the reason for such removal, constitute Good Reason;\n(ii)    a material breach by the Company of any of its\ncovenants or obligations under this Agreement; or\n(iii)    the relocation of the geographic location\nof Employee’s principal place of employment by more than seventy-five (75) miles from the location of Employee’s principal place of employment as of the Effective Date.\nNotwithstanding the foregoing provisions of this Section 7(c) or any other provision of this Agreement to the contrary, any assertion by Employee of a\ntermination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in Section 7(c)(i), (ii) or (iii) giving rise to Employee’s termination of\nemployment must have arisen without Employee’s consent; (B) Employee must provide written notice to the Board of the existence of such condition(s) within thirty (30) days of the initial existence of such condition(s); (C) the\ncondition(s) specified in such notice must remain uncorrected for thirty (30) days following the Board’s receipt of such written notice; and (D) the date of Employee’s termination of employment must occur within sixty\n(60) days after the initial existence of the condition(s) specified in such notice.\n(d)    Death or\nDisability. Upon the death or Disability of Employee, Employee’s employment with Company shall terminate with no further obligation under this Agreement of either party hereunder except as provided in Section 3(b). For purposes of\nthis Agreement, a “Disability” shall exist if Employee is unable to perform the essential functions of Employee’s position (after accounting for reasonable accommodation, if applicable), due to an illness\nor physical or mental impairment or other incapacity that continues, or can reasonably be expected to continue, for a period in excess of one hundred-twenty (120) consecutive days or one hundred-eighty (180) days in any twelve (12)-month\nperiod, whether or not consecutive. The determination of whether Employee has incurred a Disability shall be made in good faith by the Board.\n(e)    Employee’s Right to Terminate for Convenience. In addition to Employee’s right to terminate\nEmployee’s employment for Good Reason, Employee shall have the right to terminate Employee’s employment with the Company for convenience at any time and for any other reason, or no reason at all, upon thirty (30) days’ advance\nwritten notice to the Company; provided, however, that if Employee has provided notice to the Company of Employee’s termination of employment, the Company may determine, in its sole discretion, that such termination shall be\neffective on any date prior to the effective date of termination provided in such notice (and, if such earlier date is so required, then it shall not change the basis for Employee’s termination of employment nor be construed or interpreted as a\ntermination of employment pursuant to Section 7(b)).\n(f)    Effect of Termination. \n(i)    If Employee’s employment hereunder is terminated by the Company without Cause pursuant to\nSection 7(b) (including upon the expiration of the then-existing Initial Term or Renewal Term, as applicable, as a result of a non-renewal of this Agreement by the Company pursuant to\nSection 4), or is terminated by Employee for Good Reason pursuant to Section 7(c), then so long as (and only if) Employee: (A)\nexecutes on or before the Release Expiration Date, and does not revoke within the time provided by the Company to do so, a release of all claims in a form acceptable to the Company (the\n“Release”), which Release shall release each member of the Company Group and their respective affiliates, and the foregoing entities’ respective shareholders, members, partners, officers, managers, directors,\nfiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of Employee’s employment with the Company and any other member of the\nCompany Group or the termination of such employment, but excluding all claims to severance payments Employee may have under this Section 7; and (B) abides by the terms of each of Sections 9, 10 and\n11, then the Company shall make a severance payment to Employee in a total amount equal to twelve (12) months’ worth of Employee’s Base Salary for the year in which such termination occurs (such total severance payments being\nreferred to as the “Severance Payment”). The Severance Payment will be paid in a single lump sum on the first business day of the Company that is on or after the date that is sixty (60) days after the date on which\nEmployee’s employment terminates (the “Termination Date”).\n(ii)    Notwithstanding anything herein to the contrary, the Severance Payment (and any portion thereof)\nshall not be payable if (A) Employee’s employment hereunder terminates upon the expiration of the then-existing Initial Term or Renewal Term, as applicable, as a result of a non-renewal of this\nAgreement by Employee pursuant to Section 4, or (B) if Employee fails to assume employment with the Company as of the Effective Date for any reason, including in the event that the transactions contemplated in the\nBusiness Combination Agreement are not consummated.\n(iii)    If the Release is not executed and\nreturned to the Company on or before the Release Expiration Date, or the required revocation period has not fully expired without revocation of the Release by Employee, then Employee shall not be entitled to any portion of the Severance Payment. As\nused herein, the “Release Expiration Date” is that date that is twenty-one (21) days following the date upon which the Company delivers the Release to Employee (which shall occur\nno later than seven (7) days after the Termination Date) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age\nDiscrimination in Employment Act of 1967, as amended), the date that is forty-five (45) days following such delivery date.\n(g)    After-Acquired Evidence. Notwithstanding any provision of this Agreement to the contrary, in the event that\nthe Company determines that Employee is eligible to receive the Severance Payment pursuant to Section 7(f) but, after such determination, the Company subsequently acquires evidence or determines that: (i) Employee has failed to\nabide by the terms of Sections 9, 10 or 11; or (ii) a Cause condition existed prior to the Termination Date that, had the Company been fully aware of such condition, would have resulted in the termination of\nEmployee’s employment pursuant to Section 7(a), then the Company shall have the right to cease the payment of any portion of the Severance Payment that has not been paid and Employee shall promptly return to the Company any\nportion of the Severance Payment received by Employee prior to the date that the Company determines that the conditions of this Section 7(g) have been satisfied.\n8.    Disclosures. Promptly (and in any event, within three\nbusiness days) upon becoming aware of (a) any actual or potential Conflict of Interest or (b) any lawsuit, claim or arbitration filed against or involving Employee or any trust or vehicle owned or controlled by Employee, in each case,\nEmployee shall disclose such actual or potential Conflict of Interest or such lawsuit, claim or arbitration to the Board. A “Conflict of Interest” shall exist when Employee engages in, or plans to engage in, any activities,\nassociations, or interests that conflict with Employee’s duties, responsibilities, authorities, or obligations for and to the Company Group.\n9.    Confidentiality. In the course of Employee’s employment with the Company and the performance of\nEmployee’s duties on behalf of the Company Group hereunder, Employee will be provided with, and will have access to, Confidential Information (as defined below). In consideration of Employee’s receipt and access to such Confidential\nInformation and in exchange for other valuable consideration provided hereunder, and as a condition of Employee’s employment, Employee shall comply with this Section 9.\n(a)    Both during the Employment Period and thereafter, except as expressly permitted by this Agreement or by directive\nof the Board, Employee shall not disclose any Confidential Information to any person or entity and shall not use any Confidential Information except for the benefit of the Company Group. Employee acknowledges and agrees that Employee would\ninevitably use and disclose Confidential Information in violation of this Section 9 if Employee were to violate any of the covenants set forth in Section 10. Employee shall follow all Company\npolicies and protocols regarding the physical security of all documents and other material containing Confidential Information (regardless of the medium on which Confidential Information is stored). The covenants of this Section 9(a)\nshall apply to all Confidential Information, whether now known or later to become known to Employee during the period that Employee is employed by or affiliated with the Company or any other member of the Company Group.\n(b)    Notwithstanding any provision of Section 9(a) to the contrary, Employee may make the following\ndisclosures and uses of Confidential Information:\n(i)    disclosures to other employees of the Company\nGroup who have a need to know the information in connection with the businesses of the Company Group;\n(ii)    disclosures to customers and suppliers when, in the reasonable and good faith belief of Employee,\nsuch disclosure is in connection with Employee’s performance of Employee’s duties under this Agreement and is in the best interests of the Company Group;\n(iii)    disclosures and uses that are approved in writing by the Board; or\n(iv)    disclosures to a person or entity that has (x) been retained by a member of the Company Group\nto provide services to one or more members of the Company Group and (y) agreed in writing to abide by the terms of a confidentiality agreement.\n(c)    Upon the expiration of the Employment Period and at any other time upon request of the Company, Employee shall\npromptly surrender and deliver to the Company all\ndocuments (including electronically stored information) and all copies thereof and all other materials of any nature containing or pertaining to all Confidential Information in Employee’s\npossession, custody or control and Employee shall not retain any such document or other materials. Within five (5) business days of any such request, Employee shall certify to the Company in writing that all such documents and materials have\nbeen returned to the Company. Notwithstanding any provision herein to the contrary, if Employee and Company are involved in a dispute at the expiration of the Employment Period or at any other time that a return of documents or other materials is\nrequested by the Company, Employee shall be entitled to deliver a record copy of any documents and materials relevant to such dispute to Employee’s attorney for retention until such time as such dispute is resolved; provided, that\nEmployee’s attorney agrees in writing to be bound by the confidentiality obligations set forth in this Section 9.\n(d)    All trade secrets, non-public information, designs, ideas, concepts,\nimprovements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by or disclosed to Employee, individually or in conjunction with others, during the period that Employee is\nemployed by the Company or any other member of the Company Group (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to any member of the Company Group’s businesses or properties,\nproducts or services (including all such information relating to business opportunities, operations, future plans, methods of doing business, business plans, strategies for developing business and market share, research, financial and sales data,\npricing terms, evaluations, opinions, interpretations, analyses, compilations, forecasts, studies, geophysical data, engineering analyses or reports, geological maps and data, well logs, cartographic data, reserve engineering data, samples,\nacquisition prospects, lists of mineral interests and lease holders, project costs and related details, the identity of customers, producers, gatherers or service providers or their requirements, the identity of key contacts within the organizations\nof customers, producers, gatherers, service providers or acquisition prospects, or marketing and merchandising techniques, prospective names and marks) is defined as “Confidential Information.” Moreover, all documents,\nvideotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic databases, maps,\ndrawings, architectural renditions, models and all other writings or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression are and shall be\nthe sole and exclusive property of the Company Group and be subject to the same restrictions on disclosure applicable to all Confidential Information pursuant to this Agreement. For purposes of this Agreement, Confidential Information shall not\ninclude any information that (i) is or becomes generally available to the public other than as a result of a disclosure or wrongful act of Employee or any of Employee’s agents; (ii) was available to Employee on a non-confidential basis before its disclosure by a member of the Company Group; or (iii) becomes available to Employee on a non-confidential basis from a source other than\na member of the Company Group; provided, however, such source is not bound by a confidentiality agreement with, or other obligation with respect to confidentiality to, a member of the Company Group.\n(e)    Notwithstanding the rest of this Section 9:\n(i)    Employee shall not be prevented from, nor shall Employee be criminally or civilly liable under any\nfederal or state trade secret law for, making a\ndisclosure of trade secrets or other Confidential Information that is: (A) made (x) in confidence to a federal, state or local government official, either directly or indirectly, or to an\nattorney, and (y) solely for the purpose of reporting or investigating a suspected violation of applicable law; (B) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or\n(C) protected under the whistleblower provisions of applicable law; and\n(ii)    in the event\nEmployee files a lawsuit for retaliation by the Company for Employee’s reporting of a suspected violation of law, Employee may (A) disclose a trade secret to Employee’s attorney and (B) use the trade secret information in the\ncourt proceeding related to such lawsuit, in each case, if Employee (x) files any document containing such trade secret under seal; and (y) does not otherwise disclose such trade secret, except pursuant to court order.\n10.    Non-Competition;\nNon-Solicitation.\n(a)    The Company shall provide Employee access to\nConfidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company\nGroup, and in consideration thereof and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee, Employee has voluntarily\nagreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive\nactivities, are reasonable in all respects, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential\nInformation, goodwill and substantial and legitimate business interests.\n(b)    During the Prohibited Period,\nEmployee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:\n(i)    engage in or participate within the Market Area in competition with any member of the Company Group\nin any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly owning, managing, operating, joining, becoming an officer, director, employee or consultant of, or loaning money to, or selling or leasing equipment\nor real estate to or otherwise being affiliated with any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group;\n(ii)    appropriate any Business Opportunity of, or relating to, the Company Group located in the Market\nArea;\n(iii)    solicit, canvass, approach, encourage, entice or induce any customer or supplier of any\nmember of the Company Group to cease or lessen such customer’s or supplier’s business with the Company Group; or\n(iv)    solicit, canvass, approach, encourage, entice or\ninduce any employee or contractor of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group.\n(c)    Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened\nbreach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they\nwould have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of\ncompetent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be\nthe Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.\n(d)    The covenants in this Section 10, and each provision and portion hereof, are\nseverable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall\ndetermine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this\nAgreement shall thereby be reformed.\n(e)    The following terms shall have the following meanings:\n(i)    “Business” shall mean the business and operations that are the\nsame or similar to those performed by the Company and any other member of the Company Group for which Employee provides services or about which Employee obtains Confidential Information during the Employment Period, which business and operations\ninclude the exploration or production of oil or natural gas.\n(ii)    “Business\nOpportunity” shall mean any commercial, investment or other business opportunity relating to the Business.\n(iii)    “Market Area” shall mean: (a) Texas, Loving, Reeves, Culberson,\nPecos, Ward, Winkler counties in the State of Texas; (b) Lea and Eddy counties in the State of New Mexico; (c) Wise County, Texas (for so long as a member of the Company Group owns or leases any assets within such county); and (d) any\nother county in which any member of the Company Group conducts Business during the Employment Period.\n(iv)    “Prohibited Period” shall mean the period during which Employee is employed\nby the Company or any other member of the Company Group and continuing for a period of twelve (12) months following the date that Employee is no longer employed by the Company or any other member of the Company Group.\n11.    Ownership of Intellectual Property.\nEmployee agrees that the Company shall own, and Employee shall (and hereby does) assign, all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and\nindustrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information authored,\ncreated, contributed to, made or conceived or reduced to practice, in whole or in part, by Employee during the period in which Employee is or has been employed by or affiliated with the Company or any other member of the Company Group that either\n(a) relate, at the time of conception, reduction to practice, creation, derivation or development, to any member of the Company Group’s businesses or actual or anticipated research or development, or (b) were developed on any amount\nof the Company’s or any other member of the Company Group’s time or with the use of any member of the Company Group’s equipment, supplies, facilities or trade secret information (all of the foregoing collectively referred to herein as\n“Company Intellectual Property”), and Employee shall promptly disclose all Company Intellectual Property to the Company. All of Employee’s works of authorship and associated copyrights created during the period in which\nEmployee is employed by or affiliated with the Company or any member of the Company Group and in the scope of Employee’s employment shall be deemed to be “works made for hire” within the meaning of the Copyright Act. Employee shall\nperform, during and after the period in which Employee is or has been employed by or affiliated with the Company or any other member of the Company Group, all reasonable acts deemed necessary by the Company to assist the Company Group, at the\nCompany’s expense, in obtaining and enforcing its rights throughout the world in the Company Intellectual Property. Such acts may include execution of documents and assistance or cooperation (i) in the filing, prosecution, registration,\nand memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and\n(iii) in other legal proceedings related to the Company Intellectual Property.\n12.    Defense of\nClaims. During the Employment Period and thereafter, upon request from the Company, Employee shall cooperate with the Company Group in the defense of any claims or actions that may be made by or against any member of the Company Group\nthat relate to Employee’s actual or prior areas of responsibility. The Company shall pay or reimburse Employee for all of Employee’s reasonable travel and other direct expenses reasonably incurred, to comply with Employee’s\nobligations under this Section 12, so long as Employee provides reasonable documentation of such expenses and obtains the Company’s prior approval before incurring such expenses.\n13.    Withholdings; Deductions. The Company may withhold and deduct from any benefits and payments\nmade or to be made pursuant to this Agreement (a) all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling and (b) any deductions consented to in writing by Employee.\n14.    Title and Headings; Construction. Titles and headings to Sections hereof are for the purpose\nof reference only and shall in no way limit, define or otherwise affect the provisions hereof. Any and all Exhibits or Attachments referred to in this Agreement are, by such reference, incorporated herein and made a part hereof for all purposes.\nUnless the context requires otherwise, all references herein to an agreement, instrument or other document shall be deemed to refer to such agreement, instrument or other document as amended, supplemented, modified and restated\nfrom time to time to the extent permitted by the provisions thereof. All references to “dollars” or “$” in this Agreement refer to United States dollars. The words\n“herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement, including all Exhibits attached hereto, and not to any particular provision hereof. Wherever the\ncontext so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. All references to the word “including” shall be construed as meaning “including without\nlimitation.” Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each\nof the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.\n15.    Applicable Law; Submission to Jurisdiction. This Agreement shall in all respects be construed\naccording to the laws of the State of Texas without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction. With respect to any claim or dispute related to or arising under this Agreement,\nthe parties hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts (as applicable) located in the Houston, Texas.\n16.    Entire Agreement and Amendment. This Agreement contains the entire agreement of the parties\nwith respect to the matters covered herein and supersedes all prior and contemporaneous agreements and understandings, oral or written, between the parties hereto concerning the subject matter hereof. This Agreement may be amended only by a written\ninstrument executed by both parties hereto. In entering into this Agreement, Employee expressly acknowledges and agrees that Employee has received all sums and compensation that Employee has been owed or ever could be owed (with the exception of any\nbase salary first earned in the pay period including the Effective Date) by any current or former employer for all periods prior to the date hereof.\n17.    Waiver of Breach. Any waiver of this Agreement must be executed by the party to be bound by\nsuch waiver. No waiver by either party hereto of a breach of any provision of this Agreement by the other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be\nconstrued as a waiver of any subsequent breach by such other party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure of either party hereto to take any action by reason of any breach will not deprive\nsuch party of the right to take action at any time.\n18.    Assignment. This Agreement is\npersonal to Employee, and neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise transferred by Employee. The Company may assign this Agreement without Employee’s consent, including to any member of the\nCompany Group and to any successor (whether by merger, purchase or otherwise) to all or substantially all of the equity, assets or businesses of the Company.\n19.    Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to\nhave been duly received (a) when delivered in person, (b) when sent by facsimile transmission (with confirmation of transmission) on a Business Day to the number set forth below, if applicable; provided, however, that if a\nnotice is sent by facsimile transmission after normal\nbusiness hours of the recipient or on a non-Business Day, then it shall be deemed to have been received on the next Business Day after it is sent,\n(c) on the first Business Day after such notice is sent by express overnight courier service, or (d) on the second Business Day following deposit with an internationally-recognized second-day courier\nservice with proof of receipt maintained, in each case, to the following address, as applicable:"} +{"idx": 60, "level": 1, "span": "If to the Company, addressed to:\nRosehill Operating Company, LLC\n16200 Park Row, Suite 300\nHouston, TX 77084\nFacsimile:\n(281) 829-0856\nAttention: Gary C. Hanna"} +{"idx": 60, "level": 1, "span": "If to Employee, addressed to:\nEmployee’s last known address on file with the Company.\n20.    Counterparts. This Agreement may be executed in any number of counterparts, including by\nelectronic mail or facsimile, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple\nsignature pages, each signed by one party, but together signed by both parties hereto.\n21.    Deemed\nResignations. Except as otherwise determined by the Board or as otherwise agreed to in writing by Employee and any member of the Company Group prior to the termination of Employee’s employment with the Company or any member of\nthe Company Group, any termination of Employee’s employment shall constitute, as applicable, an automatic resignation of Employee: (a) as an officer of the Company and each member of the Company Group; (b) from the Board; and\n(c) from the board of directors or board of managers (or similar governing body) of any member of the Company Group and from the board of directors or board of managers (or similar governing body) of any corporation, limited liability entity,\nunlimited liability entity or other entity in which any member of the Company Group holds an equity interest and with respect to which board of directors or board of managers (or similar governing body) Employee serves as such Company Group\nmember’s designee or other representative.\n22.    Section 409A. \n(a)    Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to\ncomply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section\n409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation\nfrom service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to\nbe made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A.\n(b)    To the extent that any right to reimbursement of expenses or payment\nof any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than\nthe last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or\nexchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b)\nof the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect.\n(c)    Notwithstanding any provision in this Agreement to the contrary, if any payment or benefit provided for herein\nwould be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six\n(6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment\nDate. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable\nfor all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.\n23.    Certain Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if Employee is\na “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Employee has the right to receive from the Company\nor any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (i) reduced (but not below zero) so that\nthe present value of such total amounts and benefits received by Employee from the Company or any of its affiliates shall be one dollar ($1.00) less than three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the\nCode) and so that no portion of such amounts and benefits received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (ii) paid in full, whichever produces the better net\nafter-tax position to Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if\napplicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and\ncontinuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The\ndetermination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or\notherwise that\npayment or benefit, when aggregated with other payments and benefits from the Company or any of its affiliates used in determining if a “parachute payment” exists, exceeds one dollar\n($1.00) less than three times Employee’s base amount, then Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 24 shall require\nthe Company to be responsible for, or have any liability or obligation with respect to, Employee’s excise tax liabilities under Section 4999 of the Code.\n24.    Clawback. To the extent required by applicable law or any applicable securities exchange listing\nstandards, or as otherwise determined by the Board (or a committee thereof), amounts paid or payable under this Agreement shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company, which clawback\npolicies or procedures may provide for forfeiture and/or recoupment of amounts paid or payable under this Agreement. Notwithstanding any provision of this Agreement to the contrary, the Company reserves the right, without the consent of\nEmployee, to adopt any such clawback policies and procedures, including such policies and procedures applicable to this Agreement with retroactive effect.\n25.    Effect of Termination. The provisions of Sections 7, 9-13 and 21 and\nthose provisions necessary to interpret and enforce them, shall survive any termination of this Agreement and any termination of the employment relationship between Employee and the Company.\n26.    Third-Party Beneficiaries. Each member of the Company Group that is not a signatory to this Agreement\nshall be a third-party beneficiary of Employee’s obligations under Sections 8, 9, 10, 11 and 12 and shall be entitled to enforce such obligations as if a party hereto.\n27.    Severability. If an arbitrator or court of competent jurisdiction determines that any provision of\nthis Agreement (or portion thereof) is invalid or unenforceable, then the invalidity or unenforceability of that provision (or portion thereof) shall not affect the validity or enforceability of any other provision of this Agreement, and all other\nprovisions shall remain in full force and effect.\n[Remainder of Page Intentionally Blank;\nSignature Page Follows]"} +{"idx": 60, "level": 2, "span": "20.    Counterparts\nThis Agreement may be executed in any number of counterparts, including by\nelectronic mail or facsimile, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple\nsignature pages, each signed by one party, but together signed by both parties hereto."} +{"idx": 60, "level": 2, "span": "21.    Deemed\nResignations. Except as otherwise determined by the Board or as otherwise agreed to in writing by Employee and any member of the Company Group prior to the termination of Employee’s employment with the Company or any member of\nthe Company Group, any termination of Employee’s employment shall constitute, as applicable, an automatic resignation of Employee: (a) as an officer of the Company and each member of the Company Group; (b) from the Board; and\n(c) from the board of directors or board of managers (or similar governing body) of any member of the Company Group and from the board of directors or board of managers (or similar governing body) of any corporation, limited liability entity,\nunlimited liability entity or other entity in which any member of the Company Group holds an equity interest and with respect to which board of directors or board of managers (or similar governing body) Employee serves as such Company Group\nmember’s designee or other representative."} +{"idx": 60, "level": 2, "span": "22.    Section 409A"} +{"idx": 60, "level": 3, "span": "(a)    Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to\ncomply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section\n409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation\nfrom service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to\nbe made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A."} +{"idx": 60, "level": 3, "span": "(b)    To the extent that any right to reimbursement of expenses or payment\nof any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than\nthe last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or\nexchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b)\nof the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect."} +{"idx": 60, "level": 3, "span": "(c)    Notwithstanding any provision in this Agreement to the contrary, if any payment or benefit provided for herein\nwould be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six\n(6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment\nDate. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable\nfor all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A."} +{"idx": 60, "level": 2, "span": "23.    Certain Excise Taxes\nNotwithstanding anything to the contrary in this Agreement, if Employee is\na “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Employee has the right to receive from the Company\nor any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (i) reduced (but not below zero) so that\nthe present value of such total amounts and benefits received by Employee from the Company or any of its affiliates shall be one dollar ($1.00) less than three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the\nCode) and so that no portion of such amounts and benefits received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (ii) paid in full, whichever produces the better net\nafter-tax position to Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if\napplicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and\ncontinuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The\ndetermination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or\notherwise that"} +{"idx": 60, "level": 2, "span": "24.    Clawback\nTo the extent required by applicable law or any applicable securities exchange listing\nstandards, or as otherwise determined by the Board (or a committee thereof), amounts paid or payable under this Agreement shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company, which clawback\npolicies or procedures may provide for forfeiture and/or recoupment of amounts paid or payable under this Agreement. Notwithstanding any provision of this Agreement to the contrary, the Company reserves the right, without the consent of\nEmployee, to adopt any such clawback policies and procedures, including such policies and procedures applicable to this Agreement with retroactive effect."} +{"idx": 60, "level": 2, "span": "25.    Effect of Termination\nThe provisions of Sections 7, 9-13 and 21 and\nthose provisions necessary to interpret and enforce them, shall survive any termination of this Agreement and any termination of the employment relationship between Employee and the Company."} +{"idx": 60, "level": 2, "span": "26.    Third-Party Beneficiaries\nEach member of the Company Group that is not a signatory to this Agreement\nshall be a third-party beneficiary of Employee’s obligations under Sections 8, 9, 10, 11 and 12 and shall be entitled to enforce such obligations as if a party hereto."} +{"idx": 60, "level": 2, "span": "27.    Severability\nIf an arbitrator or court of competent jurisdiction determines that any provision of\nthis Agreement (or portion thereof) is invalid or unenforceable, then the invalidity or unenforceability of that provision (or portion thereof) shall not affect the validity or enforceability of any other provision of this Agreement, and all other\nprovisions shall remain in full force and effect."} +{"idx": 60, "level": 2, "span": "1.    Employment\nDuring the Employment Period (as defined in Section 4),\nthe Company shall employ Employee, and Employee shall serve, as      of the Company and in such other position or positions as may be assigned from time to time, with Employee’s consent, by the [Company] [board of directors\n(the “Board”) of KLR Energy Acquisition Corp., a Delaware corporation that is expected to be converted into Rosehill Resources Inc. in connection with the closing of the transaction contemplated by the Business Combination\nAgreement (as defined below) and parent of the Company (the “Parent”)]."} +{"idx": 60, "level": 2, "span": "2.    Duties\nand Responsibilities of Employee."} +{"idx": 60, "level": 3, "span": "(a)    During the Employment Period, Employee shall devote\nEmployee’s full business time, attention and best efforts to the business of the Parent [(as defined below)] and its direct and indirect subsidiaries including the Company (collectively, the “Company Group”) as may be\nrequested by the [Company] [Board] from time to time. Employee’s duties shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to\nEmployee by the [Company] [Board] from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Agreement, (i) as a passive investment, own\npublicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior\nwritten consent of the [board of directors (the “Board”) of KLR Energy Acquisition Corp., a Delaware corporation that is expected to be converted into Rosehill Resources Inc. in connection with the closing of the transaction\ncontemplated by the Business Combination Agreement (as defined below) and parent of the Company (the “Parent”)] [Board], engage in other personal and passive investment activities, in each case, so long as such interests or\nactivities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or competitive with the business of\nthe Company Group."} +{"idx": 60, "level": 3, "span": "(b)    Employee hereby represents and warrants that Employee is not the subject of, or a party to,\nany employment agreement, non-competition, non-solicitation, restrictive covenant, non-disclosure agreement, or any other\nagreement, obligation, restriction or understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit\nor affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information\nbelonging to any prior employer (excluding any member of the Company Group) in the course of performing services for any member of the Company Group, and Employee shall not do so. Employee shall not introduce documents or other materials containing\nconfidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group."} +{"idx": 60, "level": 3, "span": "(c)    Employee owes each member of the Company Group fiduciary duties\n(including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in\nthis Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law."} +{"idx": 60, "level": 2, "span": "3.    Compensation."} +{"idx": 60, "level": 3, "span": "(a)    Base Salary\nDuring the Employment Period, the Company shall pay to Employee an annualized base salary of\n$     (the “Base Salary”) in consideration for Employee’s services under this Agreement, payable in substantially equal installments in conformity with the Company’s customary payroll practices\nfor similarly situated employees as may exist from time to time, but no less frequently than monthly."} +{"idx": 60, "level": 3, "span": "(b)    Annual Bonus\nEmployee shall be eligible for discretionary bonus compensation for each complete calendar\nyear that Employee is employed by the Company hereunder (the “Annual Bonus”). The performance targets that must be achieved in order to be eligible for certain bonus levels shall be established by the Board (or a\ncommittee thereof) annually, in its sole discretion, and communicated to Employee within the first ninety (90) days of the applicable calendar year (the “Bonus Year”). Notwithstanding the foregoing, Employee shall be\neligible to receive a discretionary, pro rata bonus for the portion of the 2017 calendar year that Employee is employed by the Company hereunder (the “2017 Bonus”). Each Annual Bonus (including the 2017 Bonus), if any,\nshall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than March 15 following the\nend of such Bonus Year. Notwithstanding anything in this Section 3(b) to the contrary, no Annual Bonus (including the 2017 Bonus), if any, nor any portion thereof, shall be payable for any Bonus Year unless Employee remains\ncontinuously employed by the Company from the Effective Date through the last day of the applicable Bonus Year, except that, in the event that Employee’s employment terminates pursuant to Section 7(b), 7(c) or 7(d) or upon\nthe expiration of the then-existing Initial Term or Renewal Term, as applicable, as a result of a non-renewal of this Agreement by the Company pursuant to Section 4), Employee shall\nbe eligible to receive a pro rata bonus for the calendar year in which such termination occurs, payable on the date annual bonuses are paid to similarly situated employees who have continued employment with the Company; provided that\nEmployee executes on or before the Release Expiration Date (as defined below), and does not revoke within the time provided by the Company to do so, a Release (as defined below)."} +{"idx": 60, "level": 3, "span": "(c)    Long-Term Incentive Plan Awards\nEmployee shall be eligible to receive annual awards under the Rosehill\nResources Inc. Long-Term Incentive Plan (the “LTIP”) on such terms and conditions as the Board (or a committee thereof) shall determine from time to time. All awards granted to Employee under the LTIP, if any, shall be\nsubject to and governed by the terms and provisions of the LTIP as in effect from time to time and the award agreements evidencing"} +{"idx": 60, "level": 2, "span": "4.    Term of Employment\nThe initial term of\nEmployee’s employment under this Agreement shall be for the period beginning on date of the closing of the transaction contemplated in that certain Business Combination Agreement, dated as of December 20, 2016, by and between KLR Energy\nAcquisition Corp., a Delaware corporation and Tema Oil and Gas Company, a Maryland corporation (as amended, the “Business Combination Agreement” and such date, the “Effective Date”), and ending on the\nsecond anniversary of the Effective Date (the “Initial Term”). On the second anniversary of the Effective Date and on each subsequent anniversary thereafter, the term of Employee’s employment under this Agreement shall\nautomatically renew and extend for a period of twelve (12) months (each such twelve-month period being a “Renewal Term”) unless written notice of non-renewal is delivered by either\nparty to the other not less than thirty (30) days prior to the expiration of the then-existing Initial Term or Renewal Term, as applicable. Notwithstanding any other provision of this Agreement, Employee’s employment pursuant to this\nAgreement may be terminated at any time in accordance with Section 7. The period from the Effective Date through the expiration of this Agreement or, if sooner, the termination of Employee’s employment pursuant to this\nAgreement, regardless of the time or reason for such termination, shall be referred to herein as the “Employment Period.”"} +{"idx": 60, "level": 2, "span": "5.    Business Expenses\nSubject to Section 22 and the Company’s policies\nthen in effect, the Company shall reimburse Employee for Employee’s reasonable out-of-pocket business-related expenses actually incurred in the performance of\nEmployee’s duties under this Agreement so long as Employee timely submits all documentation for such reimbursement, as required by Company policy in effect from time to time. Any such reimbursement of expenses shall be made by the Company upon\nor as soon as practicable following receipt of such documentation (but in any event not later than the close of Employee’s taxable year following the taxable year in which the expense is incurred by Employee). In no event shall any\nreimbursement be made to Employee for such expenses incurred after the date of Employee’s termination of employment with the Company."} +{"idx": 60, "level": 2, "span": "6.    Benefits; Vacation."} +{"idx": 60, "level": 3, "span": "(a)    Benefits\nDuring the Employment Period, Employee shall be eligible to participate in the same benefit plans\nand programs in which other similarly situated Company employees are eligible to participate, subject to the terms and conditions of the applicable plans and programs in effect from time to time. The Company shall not, however, by reason of this\nSection 6, be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any such plan or policy, so long as such changes are similarly applicable to similarly situated Company employees\ngenerally."} +{"idx": 60, "level": 3, "span": "(b)    Vacation\nEmployee shall be eligible to take up to      weeks paid\nvacation each complete calendar year (an aggregate of two (2) weeks (which equals 10 days) of which may be carried forward to succeeding calendar years), which shall accrue and be taken, and which may increase, in accordance with the\nCompany’s vacation policy as in effect from time to time. For the avoidance of doubt, Employee’s vacation shall be pro-rated for the calendar year that includes the"} +{"idx": 60, "level": 2, "span": "7.    Termination of Employment."} +{"idx": 60, "level": 3, "span": "(a)    Company’s Right to Terminate Employee’s Employment for Cause\nThe\nCompany shall have the right to terminate Employee’s employment hereunder at any time for “Cause.” For purposes of this Agreement, “Cause” shall mean:"} +{"idx": 60, "level": 4, "span": "(i)    Employee’s material breach of this Agreement or any other written agreement between Employee\nand one or more members of the Company Group, including Employee’s breach of any material representation, warranty or covenant made under any such agreement, or Employee’s breach of any policy or code of conduct established by a member of\nthe Company Group and applicable to Employee;"} +{"idx": 60, "level": 4, "span": "(ii)    the commission of an act of gross negligence,\nwillful misconduct, breach of fiduciary duty, fraud, theft or embezzlement on the part of Employee;"} +{"idx": 60, "level": 4, "span": "(iii)    the commission by Employee of, or conviction or indictment of Employee for, or plea of nolo\ncontendere by Employee to, any felony (or state law equivalent) or any crime involving moral turpitude; or"} +{"idx": 60, "level": 4, "span": "(iv)    Employee’s willful failure or refusal, other than due to Disability, to perform\nEmployee’s obligations pursuant to this Agreement or to follow any lawful directive from the [Company] [Board], as determined by the [Company] [Board (sitting without Employee, if applicable)]; provided, however, that if\nEmployee’s actions or omissions as set forth in this Section 7(a)(iv) are of such a nature that the [Company] [Board] determines that they are curable by Employee, such actions or omissions must remain uncured thirty\n(30) days after the [Company] [Board] has provided Employee written notice of the obligation to cure such actions or omissions."} +{"idx": 60, "level": 3, "span": "(b)    Company’s Right to Terminate for Convenience\nThe Company shall have the right to\nterminate Employee’s employment for convenience at any time and for any reason, or no reason at all, upon written notice to Employee."} +{"idx": 60, "level": 3, "span": "(c)    Employee’s Right to Terminate for Good Reason\nEmployee shall have the right to terminate\nEmployee’s employment with the Company at any time for “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean:"} +{"idx": 60, "level": 4, "span": "(i)    a material diminution in Employee’s Base Salary (other than an\nacross-the-board reduction that affects similarly-situated employees in substantially the same proportion as Employee) or authority, duties and responsibilities with the\nCompany or its Subsidiaries; provided, however, that if Employee is serving as an officer or member of the board of directors (or similar governing body) of any member of the Company Group or any other entity in which a member of the Company\nGroup holds an equity interest, in no event shall the removal of Employee as an officer or board member, regardless of the reason for such removal, constitute Good Reason;"} +{"idx": 60, "level": 4, "span": "(ii)    a material breach by the Company of any of its\ncovenants or obligations under this Agreement; or"} +{"idx": 60, "level": 4, "span": "(iii)    the relocation of the geographic location\nof Employee’s principal place of employment by more than seventy-five (75) miles from the location of Employee’s principal place of employment as of the Effective Date."} +{"idx": 60, "level": 3, "span": "(d)    Death or\nDisability. Upon the death or Disability of Employee, Employee’s employment with Company shall terminate with no further obligation under this Agreement of either party hereunder except as provided in Section 3(b). For purposes of\nthis Agreement, a “Disability” shall exist if Employee is unable to perform the essential functions of Employee’s position (after accounting for reasonable accommodation, if applicable), due to an illness\nor physical or mental impairment or other incapacity that continues, or can reasonably be expected to continue, for a period in excess of one hundred-twenty (120) consecutive days or one hundred-eighty (180) days in any twelve (12)-month\nperiod, whether or not consecutive. The determination of whether Employee has incurred a Disability shall be made in good faith by the Board."} +{"idx": 60, "level": 3, "span": "(e)    Employee’s Right to Terminate for Convenience\nIn addition to Employee’s right to terminate\nEmployee’s employment for Good Reason, Employee shall have the right to terminate Employee’s employment with the Company for convenience at any time and for any other reason, or no reason at all, upon thirty (30) days’ advance\nwritten notice to the Company; provided, however, that if Employee has provided notice to the Company of Employee’s termination of employment, the Company may determine, in its sole discretion, that such termination shall be\neffective on any date prior to the effective date of termination provided in such notice (and, if such earlier date is so required, then it shall not change the basis for Employee’s termination of employment nor be construed or interpreted as a\ntermination of employment pursuant to Section 7(b))."} +{"idx": 60, "level": 3, "span": "(f)    Effect of Termination"} +{"idx": 60, "level": 4, "span": "(i)    If Employee’s employment hereunder is terminated by the Company without Cause pursuant to\nSection 7(b) (including upon the expiration of the then-existing Initial Term or Renewal Term, as applicable, as a result of a non-renewal of this Agreement by the Company pursuant to\nSection 4), or is terminated by Employee for Good Reason pursuant to Section 7(c), then so long as (and only if) Employee: (A)"} +{"idx": 60, "level": 4, "span": "(ii)    Notwithstanding anything herein to the contrary, the Severance Payment (and any portion thereof)\nshall not be payable if (A) Employee’s employment hereunder terminates upon the expiration of the then-existing Initial Term or Renewal Term, as applicable, as a result of a non-renewal of this\nAgreement by Employee pursuant to Section 4, or (B) if Employee fails to assume employment with the Company as of the Effective Date for any reason, including in the event that the transactions contemplated in the\nBusiness Combination Agreement are not consummated."} +{"idx": 60, "level": 4, "span": "(iii)    If the Release is not executed and\nreturned to the Company on or before the Release Expiration Date, or the required revocation period has not fully expired without revocation of the Release by Employee, then Employee shall not be entitled to any portion of the Severance Payment. As\nused herein, the “Release Expiration Date” is that date that is twenty-one (21) days following the date upon which the Company delivers the Release to Employee (which shall occur\nno later than seven (7) days after the Termination Date) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age\nDiscrimination in Employment Act of 1967, as amended), the date that is forty-five (45) days following such delivery date."} +{"idx": 60, "level": 3, "span": "(g)    After-Acquired Evidence\nNotwithstanding any provision of this Agreement to the contrary, in the event that\nthe Company determines that Employee is eligible to receive the Severance Payment pursuant to Section 7(f) but, after such determination, the Company subsequently acquires evidence or determines that: (i) Employee has failed to\nabide by the terms of Sections 9, 10 or 11; or (ii) a Cause condition existed prior to the Termination Date that, had the Company been fully aware of such condition, would have resulted in the termination of\nEmployee’s employment pursuant to Section 7(a), then the Company shall have the right to cease the payment of any portion of the Severance Payment that has not been paid and Employee shall promptly return to the Company any\nportion of the Severance Payment received by Employee prior to the date that the Company determines that the conditions of this Section 7(g) have been satisfied."} +{"idx": 60, "level": 2, "span": "8.    Disclosures\nPromptly (and in any event, within three\nbusiness days) upon becoming aware of (a) any actual or potential Conflict of Interest or (b) any lawsuit, claim or arbitration filed against or involving Employee or any trust or vehicle owned or controlled by Employee, in each case,\nEmployee shall disclose such actual or potential Conflict of Interest or such lawsuit, claim or arbitration to the Board. A “Conflict of Interest” shall exist when Employee engages in, or plans to engage in, any activities,\nassociations, or interests that conflict with Employee’s duties, responsibilities, authorities, or obligations for and to the Company Group."} +{"idx": 60, "level": 2, "span": "9.    Confidentiality\nIn the course of Employee’s employment with the Company and the performance of\nEmployee’s duties on behalf of the Company Group hereunder, Employee will be provided with, and will have access to, Confidential Information (as defined below). In consideration of Employee’s receipt and access to such Confidential\nInformation and in exchange for other valuable consideration provided hereunder, and as a condition of Employee’s employment, Employee shall comply with this Section 9."} +{"idx": 60, "level": 3, "span": "(a)    Both during the Employment Period and thereafter, except as expressly permitted by this Agreement or by directive\nof the Board, Employee shall not disclose any Confidential Information to any person or entity and shall not use any Confidential Information except for the benefit of the Company Group. Employee acknowledges and agrees that Employee would\ninevitably use and disclose Confidential Information in violation of this Section 9 if Employee were to violate any of the covenants set forth in Section 10. Employee shall follow all Company\npolicies and protocols regarding the physical security of all documents and other material containing Confidential Information (regardless of the medium on which Confidential Information is stored). The covenants of this Section 9(a)\nshall apply to all Confidential Information, whether now known or later to become known to Employee during the period that Employee is employed by or affiliated with the Company or any other member of the Company Group."} +{"idx": 60, "level": 3, "span": "(b)    Notwithstanding any provision of Section 9(a) to the contrary, Employee may make the following\ndisclosures and uses of Confidential Information:"} +{"idx": 60, "level": 4, "span": "(i)    disclosures to other employees of the Company\nGroup who have a need to know the information in connection with the businesses of the Company Group;"} +{"idx": 60, "level": 4, "span": "(ii)    disclosures to customers and suppliers when, in the reasonable and good faith belief of Employee,\nsuch disclosure is in connection with Employee’s performance of Employee’s duties under this Agreement and is in the best interests of the Company Group;"} +{"idx": 60, "level": 4, "span": "(iii)    disclosures and uses that are approved in writing by the Board; or"} +{"idx": 60, "level": 4, "span": "(iv)    disclosures to a person or entity that has (x) been retained by a member of the Company Group\nto provide services to one or more members of the Company Group and (y) agreed in writing to abide by the terms of a confidentiality agreement."} +{"idx": 60, "level": 3, "span": "(c)    Upon the expiration of the Employment Period and at any other time upon request of the Company, Employee shall\npromptly surrender and deliver to the Company all"} +{"idx": 60, "level": 3, "span": "(d)    All trade secrets, non-public information, designs, ideas, concepts,\nimprovements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by or disclosed to Employee, individually or in conjunction with others, during the period that Employee is\nemployed by the Company or any other member of the Company Group (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to any member of the Company Group’s businesses or properties,\nproducts or services (including all such information relating to business opportunities, operations, future plans, methods of doing business, business plans, strategies for developing business and market share, research, financial and sales data,\npricing terms, evaluations, opinions, interpretations, analyses, compilations, forecasts, studies, geophysical data, engineering analyses or reports, geological maps and data, well logs, cartographic data, reserve engineering data, samples,\nacquisition prospects, lists of mineral interests and lease holders, project costs and related details, the identity of customers, producers, gatherers or service providers or their requirements, the identity of key contacts within the organizations\nof customers, producers, gatherers, service providers or acquisition prospects, or marketing and merchandising techniques, prospective names and marks) is defined as “Confidential Information.” Moreover, all documents,\nvideotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic databases, maps,\ndrawings, architectural renditions, models and all other writings or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression are and shall be\nthe sole and exclusive property of the Company Group and be subject to the same restrictions on disclosure applicable to all Confidential Information pursuant to this Agreement. For purposes of this Agreement, Confidential Information shall not\ninclude any information that (i) is or becomes generally available to the public other than as a result of a disclosure or wrongful act of Employee or any of Employee’s agents; (ii) was available to Employee on a non-confidential basis before its disclosure by a member of the Company Group; or (iii) becomes available to Employee on a non-confidential basis from a source other than\na member of the Company Group; provided, however, such source is not bound by a confidentiality agreement with, or other obligation with respect to confidentiality to, a member of the Company Group."} +{"idx": 60, "level": 3, "span": "(e)    Notwithstanding the rest of this Section 9:"} +{"idx": 60, "level": 4, "span": "(i)    Employee shall not be prevented from, nor shall Employee be criminally or civilly liable under any\nfederal or state trade secret law for, making a"} +{"idx": 60, "level": 4, "span": "(ii)    in the event\nEmployee files a lawsuit for retaliation by the Company for Employee’s reporting of a suspected violation of law, Employee may (A) disclose a trade secret to Employee’s attorney and (B) use the trade secret information in the\ncourt proceeding related to such lawsuit, in each case, if Employee (x) files any document containing such trade secret under seal; and (y) does not otherwise disclose such trade secret, except pursuant to court order."} +{"idx": 60, "level": 2, "span": "10.    Non-Competition;\nNon-Solicitation."} +{"idx": 60, "level": 3, "span": "(a)    The Company shall provide Employee access to\nConfidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company\nGroup, and in consideration thereof and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee, Employee has voluntarily\nagreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive\nactivities, are reasonable in all respects, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential\nInformation, goodwill and substantial and legitimate business interests."} +{"idx": 60, "level": 3, "span": "(b)    During the Prohibited Period,\nEmployee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:"} +{"idx": 60, "level": 4, "span": "(i)    engage in or participate within the Market Area in competition with any member of the Company Group\nin any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly owning, managing, operating, joining, becoming an officer, director, employee or consultant of, or loaning money to, or selling or leasing equipment\nor real estate to or otherwise being affiliated with any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group;"} +{"idx": 60, "level": 4, "span": "(ii)    appropriate any Business Opportunity of, or relating to, the Company Group located in the Market\nArea;"} +{"idx": 60, "level": 4, "span": "(iii)    solicit, canvass, approach, encourage, entice or induce any customer or supplier of any\nmember of the Company Group to cease or lessen such customer’s or supplier’s business with the Company Group; or"} +{"idx": 60, "level": 4, "span": "(iv)    solicit, canvass, approach, encourage, entice or\ninduce any employee or contractor of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group."} +{"idx": 60, "level": 3, "span": "(c)    Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened\nbreach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they\nwould have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of\ncompetent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be\nthe Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity."} +{"idx": 60, "level": 3, "span": "(d)    The covenants in this Section 10, and each provision and portion hereof, are\nseverable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall\ndetermine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this\nAgreement shall thereby be reformed."} +{"idx": 60, "level": 3, "span": "(e)    The following terms shall have the following meanings:"} +{"idx": 60, "level": 4, "span": "(i)    “Business” shall mean the business and operations that are the\nsame or similar to those performed by the Company and any other member of the Company Group for which Employee provides services or about which Employee obtains Confidential Information during the Employment Period, which business and operations\ninclude the exploration or production of oil or natural gas."} +{"idx": 60, "level": 4, "span": "(ii)    “Business\nOpportunity” shall mean any commercial, investment or other business opportunity relating to the Business."} +{"idx": 60, "level": 4, "span": "(iii)    “Market Area” shall mean: (a) Texas, Loving, Reeves, Culberson,\nPecos, Ward, Winkler counties in the State of Texas; (b) Lea and Eddy counties in the State of New Mexico; (c) Wise County, Texas (for so long as a member of the Company Group owns or leases any assets within such county); and (d) any\nother county in which any member of the Company Group conducts Business during the Employment Period."} +{"idx": 60, "level": 4, "span": "(iv)    “Prohibited Period” shall mean the period during which Employee is employed\nby the Company or any other member of the Company Group and continuing for a period of twelve (12) months following the date that Employee is no longer employed by the Company or any other member of the Company Group."} +{"idx": 60, "level": 2, "span": "11.    Ownership of Intellectual Property\nEmployee agrees that the Company shall own, and Employee shall (and hereby does) assign, all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and\nindustrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information authored,\ncreated, contributed to, made or conceived or reduced to practice, in whole or in part, by Employee during the period in which Employee is or has been employed by or affiliated with the Company or any other member of the Company Group that either\n(a) relate, at the time of conception, reduction to practice, creation, derivation or development, to any member of the Company Group’s businesses or actual or anticipated research or development, or (b) were developed on any amount\nof the Company’s or any other member of the Company Group’s time or with the use of any member of the Company Group’s equipment, supplies, facilities or trade secret information (all of the foregoing collectively referred to herein as\n“Company Intellectual Property”), and Employee shall promptly disclose all Company Intellectual Property to the Company. All of Employee’s works of authorship and associated copyrights created during the period in which\nEmployee is employed by or affiliated with the Company or any member of the Company Group and in the scope of Employee’s employment shall be deemed to be “works made for hire” within the meaning of the Copyright Act. Employee shall\nperform, during and after the period in which Employee is or has been employed by or affiliated with the Company or any other member of the Company Group, all reasonable acts deemed necessary by the Company to assist the Company Group, at the\nCompany’s expense, in obtaining and enforcing its rights throughout the world in the Company Intellectual Property. Such acts may include execution of documents and assistance or cooperation (i) in the filing, prosecution, registration,\nand memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and\n(iii) in other legal proceedings related to the Company Intellectual Property."} +{"idx": 60, "level": 2, "span": "12.    Defense of\nClaims. During the Employment Period and thereafter, upon request from the Company, Employee shall cooperate with the Company Group in the defense of any claims or actions that may be made by or against any member of the Company Group\nthat relate to Employee’s actual or prior areas of responsibility. The Company shall pay or reimburse Employee for all of Employee’s reasonable travel and other direct expenses reasonably incurred, to comply with Employee’s\nobligations under this Section 12, so long as Employee provides reasonable documentation of such expenses and obtains the Company’s prior approval before incurring such expenses."} +{"idx": 60, "level": 2, "span": "13.    Withholdings; Deductions\nThe Company may withhold and deduct from any benefits and payments\nmade or to be made pursuant to this Agreement (a) all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling and (b) any deductions consented to in writing by Employee."} +{"idx": 60, "level": 2, "span": "14.    Title and Headings; Construction\nTitles and headings to Sections hereof are for the purpose\nof reference only and shall in no way limit, define or otherwise affect the provisions hereof. Any and all Exhibits or Attachments referred to in this Agreement are, by such reference, incorporated herein and made a part hereof for all purposes.\nUnless the context requires otherwise, all references herein to an agreement, instrument or other document shall be deemed to refer to such agreement, instrument or other document as amended, supplemented, modified and restated"} +{"idx": 60, "level": 2, "span": "15.    Applicable Law; Submission to Jurisdiction\nThis Agreement shall in all respects be construed\naccording to the laws of the State of Texas without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction. With respect to any claim or dispute related to or arising under this Agreement,\nthe parties hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts (as applicable) located in the Houston, Texas."} +{"idx": 60, "level": 2, "span": "16.    Entire Agreement and Amendment\nThis Agreement contains the entire agreement of the parties\nwith respect to the matters covered herein and supersedes all prior and contemporaneous agreements and understandings, oral or written, between the parties hereto concerning the subject matter hereof. This Agreement may be amended only by a written\ninstrument executed by both parties hereto. In entering into this Agreement, Employee expressly acknowledges and agrees that Employee has received all sums and compensation that Employee has been owed or ever could be owed (with the exception of any\nbase salary first earned in the pay period including the Effective Date) by any current or former employer for all periods prior to the date hereof."} +{"idx": 60, "level": 2, "span": "17.    Waiver of Breach\nAny waiver of this Agreement must be executed by the party to be bound by\nsuch waiver. No waiver by either party hereto of a breach of any provision of this Agreement by the other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be\nconstrued as a waiver of any subsequent breach by such other party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure of either party hereto to take any action by reason of any breach will not deprive\nsuch party of the right to take action at any time."} +{"idx": 60, "level": 2, "span": "18.    Assignment\nThis Agreement is\npersonal to Employee, and neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise transferred by Employee. The Company may assign this Agreement without Employee’s consent, including to any member of the\nCompany Group and to any successor (whether by merger, purchase or otherwise) to all or substantially all of the equity, assets or businesses of the Company."} +{"idx": 60, "level": 2, "span": "19.    Notices\nNotices provided for in this Agreement shall be in writing and shall be deemed to\nhave been duly received (a) when delivered in person, (b) when sent by facsimile transmission (with confirmation of transmission) on a Business Day to the number set forth below, if applicable; provided, however, that if a\nnotice is sent by facsimile transmission after normal"} +{"idx": 60, "level": 1, "span": "IN WITNESS WHEREOF,"} +{"idx": 60, "level": 1, "span": "SIGNATURE\nPAGE TO"} +{"idx": 60, "level": 1, "span": "EMPLOYMENT AGREEMENT"} +{"idx": 61, "level": 1, "span": "RODIN GLOBAL PROPERTY TRUST, INC."} +{"idx": 61, "level": 1, "span": "LONG-TERM INCENTIVE PLAN"} +{"idx": 61, "level": 1, "span": "RODIN GLOBAL PROPERTY TRUST, INC."} +{"idx": 61, "level": 1, "span": "LONG TERM INCENTIVE PLAN"} +{"idx": 61, "level": 1, "span": "RODIN GLOBAL PROPERTY TRUST, INC."} +{"idx": 61, "level": 1, "span": "LONG TERM INCENTIVE PLAN"} +{"idx": 61, "level": 2, "span": "ARTICLE 1"} +{"idx": 61, "level": 2, "span": "PURPOSE\n1.1. GENERAL. The purpose of the Rodin Global Property Trust, Inc. Long Term Incentive Plan (the “Plan”) is\nto enable Rodin Global Property Trust, Inc. (the “Company”) and its Affiliates (as defined below) to (1) provide an incentive to employees, officers, directors and consultants to increase the value of the Company’s common\nstock, (2) give such persons a stake in the Company’s future that corresponds to the stake of each of the Company’s stockholders, and (3) obtain or retain the services of these persons who are considered essential to the\nCompany’s long-term success, by offering such persons an opportunity to participate in the Company’s growth through ownership of the Company’s common stock or through other equity-related awards. Accordingly, the Plan permits the\ngrant of incentive awards from time to time to selected employees, officers, directors and consultants of the Company and its Affiliates."} +{"idx": 61, "level": 2, "span": "ARTICLE 2"} +{"idx": 61, "level": 2, "span": "DEFINITIONS\n2.1. DEFINITIONS. When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does\nnot commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different meaning is required by the context. The following words and phrases shall have the\nfollowing meanings:\n(a) “Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that\ndirectly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee.\n(b) “Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Deferred\nStock Unit, Performance Award, Dividend Equivalent, Other Award, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan.\n(c) “Award Notification” means a written document, in such form as the Committee prescribes from time to time,\nsetting forth the terms and conditions of an Award. Award Notifications may be in the form of individual award agreements or certificates or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The\nCommittee may provide for the use of electronic or internet Award Notifications, and the use of electronic or internet means for the acceptance thereof and actions thereunder by a Participant.\n(d) “Beneficial Owner” shall have the meaning given such term in Rule\n13d-3 of the General Rules and Regulations under the 1934 Act.\n(e)\n“Board” means the Board of Directors of the Company.\n(f) “Cause” as a reason for a\nParticipant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between such Participant and the Company or an Affiliate; provided, however, that if\nthere is no such employment, severance or similar agreement in which such term is defined, and unless otherwise defined in the applicable Award Notification, “Cause” shall mean any of the following acts by the\nParticipant, as determined by the Committee: gross neglect of duty, prolonged absence from duty without the consent of the Company, material breach by the Participant of any published Company\ncode of conduct or code of ethics; or willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Company. With respect to a Participant’s termination of directorship, “Cause” means\nan act or failure to act that constitutes cause for removal of a director under applicable Maryland law. The determination of the Committee as to the existence of “Cause” shall be conclusive on the Participant and the Company.\n(g) “Change in Control” means and includes the occurrence of any one of the following events but shall\nspecifically exclude a Public Offering:\n(i) individuals who, on the Plan Effective Date, constitute the Board (the\n“Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the Plan Effective Date and whose election or nomination for election was approved by a\nvote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or\nthreatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board\n(“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or\n(ii) any Person becomes a Beneficial Owner, directly or indirectly, of either (A) 35% or more of the then-outstanding shares of\ncommon stock of the Company (“Company Common Stock”) or (B) securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of\ndirectors (the “Company Voting Securities”); provided, however, that for purposes of this subsection (ii), the following acquisitions of Company Common Stock or Company Voting Securities shall not constitute a Change\nin Control: (w) an acquisition directly from the Company, (x) an acquisition by the Company or a Subsidiary, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary,\nor (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or\n(iii) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate\ntransaction involving the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) or the acquisition of assets or stock of\nanother corporation or other entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners,\nrespectively, of the outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 35% of, respectively, the then\noutstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or\nAcquisition (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries, the\n“Surviving Entity”) in\nsubstantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting\nSecurities, as the case may be, and (B) no Person (other than (x) the Company or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained\nby any of the foregoing) is the Beneficial Owner, directly or indirectly, of 35% or more of the total common stock or 35% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and\n(C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization, Sale or\nAcquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or\n(iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.\n(h) “Charter” means the articles of incorporation of the Company, as such articles of incorporation may be\namended from time to time.\n(i) “Code” means the Internal Revenue Code of 1986, as amended from time to\ntime. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.\n(j) “Committee” means the committee of the Board described in Article 4.\n(k) “Company” means Rodin Global Property Trust, Inc., a Maryland corporation, or any successor corporation.\n(l) “Continuous Status as a Participant” means the absence of any interruption or termination of service\nas an employee, officer, director, consultant or advisors of the Company or any Affiliate, as applicable; provided, however, that for purposes of an Incentive Stock Option “Continuous Status as a Participant” means the\nabsence of any interruption or termination of service as an employee of the Company or any Parent or Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous Status as a Participant shall not be considered interrupted in the\nfollowing cases: (i) a Participant transfers employment between the Company and an Affiliate or between Affiliates, or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or any Affiliate, or (iii) any leave of absence authorized in writing by the Company prior to its commencement; provided,\nhowever, that for purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by\nthe Company is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Whether\nmilitary, government or other service or other leave of absence shall constitute a termination of Continuous Status as a Participant shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be\nfinal and conclusive.\n(m) “Deferred Stock Unit” means a right granted to a Participant under Article 9 to\nreceive Shares (or the equivalent value in cash or other property if the Committee so provides) at a future time as determined by the Committee, or as determined by the Participant within\nguidelines established by the Committee in the case of voluntary deferral elections.\n(n) “Disability” of\na Participant means that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a\ncontinuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12\nmonths, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer. If the determination of Disability relates to an Incentive Stock\nOption, Disability means Permanent and Total Disability as defined in Section 22(e)(3) of the Code. In the event of a dispute, the determination of whether a Participant is Disabled will be made by the Committee and may be supported by the advice of\na physician competent in the area to which such Disability relates.\n(o) “Dividend Equivalent” means a\nright granted to a Participant under Article 11.\n(p) “Eligible Participant” means an employee, officer,\nconsultant or director of the Company or any Affiliate.\n(q) “Exchange” means any national securities\nexchange on which the Stock may from time to time be listed or traded.\n(r) “Fair Market Value,” on any\ndate, means (i) if the Stock is listed on a securities exchange, the closing sales price on such exchange or over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding\ndate on which sales were reported, or (ii) if the Stock is not listed on a securities exchange, the mean between the bid and offered prices as quoted by the applicable interdealer quotation system for such date, provided that if the Stock is\nnot quoted on such interdealer quotation system or it is determined that the fair market value is not properly reflected by such quotations, Fair Market Value will be determined by such other method as the Committee determines in good faith to be\nreasonable and in compliance with Code Section 409A.\n(s) “Grant Date” of an Award means the first date on\nwhich all necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be provided to the\ngrantee within a reasonable time after the Grant Date.\n(t) “Incentive Stock Option” means an Option that\nis intended to be an incentive stock option and meets the requirements of Section 422 of the Code or any successor provision thereto.\n(u) “Independent Director” means a director of the Company who is not a common law employee of the Company and\nwho meets the additional requirements set forth for an “independent director” in the Charter.\n(v)\n“Nonstatutory Stock Option” means an Option that is not an Incentive Stock\nOption.\n(w) “Rodin Global OP” means Rodin Global\nProperty Trust Operating Partnership, LP, a Delaware limited partnership of which the Company is the sole general partner.\n(x) “Rodin Global OP Interests” means limited partnership interests in Rodin Global OP that may be exchanged\nor redeemed for Shares on a one-for-one basis, or any profits interest in Rodin Global OP that may be exchanged or converted into such limited partnership interests.\n(y) “Option” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a\nspecified price during specified time periods. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.\n(z) “Other Award” means a right granted to a Participant under Article 12.\n(aa) “Parent” means a corporation, limited liability company, partnership or other entity which owns or\nbeneficially owns a majority of the outstanding voting stock or voting power of the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of the Code.\n(bb) “Participant” means a person who, as an employee, officer, director or consultant of the Company or any\nAffiliate, has been granted an Award under the Plan; provided that in the case of the death of a Participant, the term “Participant” refers to a beneficiary designated pursuant to Section 13.4 or the legal guardian or other legal\nrepresentative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.\n(cc) “Performance Award” means any award granted under the Plan pursuant to Article 10.\n(dd) “Person” means any individual, entity or group, within the meaning of Section 3(a)(9) of the 1934 Act and\nas used in Section 13(d)(3) or 14(d)(2) of the 1934 Act.\n(ee) “Plan” means the Rodin Global Property\nTrust, Inc. Long Term Incentive Plan, as amended from time to time.\n(ff) “Plan Effective Date” has the\nmeaning assigned such term in Section 3.1.\n(gg) “Public Offering” shall occur on the closing date of\na public offering of any class or series of the Company’s equity securities pursuant to a registration statement filed by the Company under the 1933 Act.\n(hh) “Restricted Stock” means Stock granted to a Participant under Article 9 that is subject to certain\nrestrictions and to risk of forfeiture.\n(ii) “Restricted Stock Unit” means a right granted to a\nParticipant under Article 9 to receive shares of Stock (or the equivalent value in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk of forfeiture.\n(jj) “Shares” means shares of the Company’s Stock. If there has been an adjustment\nor substitution pursuant to Section 14.1, the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are\nadjusted pursuant to Section 14.1.\n(kk) “Stock” means the $0.01 par value common stock of the\nCompany and such other securities of the Company as may be substituted for Stock pursuant to Section 14.1.\n(ll)\n“Stock Appreciation Right” or “SAR” means a right granted to a Participant under Article 8 to receive a payment equal to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over\nthe grant price of the SAR, all as determined pursuant to Article 8.\n(mm) “Subsidiary” means any\ncorporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above, with respect to an\nIncentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code.\n(nn) “1933\nAct” means the Securities Act of 1933, as amended from time to time.\n(oo) “1934 Act” means the\nSecurities Exchange Act of 1934, as amended from time to time."} +{"idx": 61, "level": 3, "span": "(a) “Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that\ndirectly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee."} +{"idx": 61, "level": 3, "span": "(b) “Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Deferred\nStock Unit, Performance Award, Dividend Equivalent, Other Award, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan."} +{"idx": 61, "level": 3, "span": "(c) “Award Notification” means a written document, in such form as the Committee prescribes from time to time,\nsetting forth the terms and conditions of an Award. Award Notifications may be in the form of individual award agreements or certificates or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The\nCommittee may provide for the use of electronic or internet Award Notifications, and the use of electronic or internet means for the acceptance thereof and actions thereunder by a Participant."} +{"idx": 61, "level": 3, "span": "(d) “Beneficial Owner” shall have the meaning given such term in Rule\n13d-3 of the General Rules and Regulations under the 1934 Act."} +{"idx": 61, "level": 3, "span": "(e)\n“Board” means the Board of Directors of the Company."} +{"idx": 61, "level": 3, "span": "(f) “Cause” as a reason for a\nParticipant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between such Participant and the Company or an Affiliate; provided, however, that if\nthere is no such employment, severance or similar agreement in which such term is defined, and unless otherwise defined in the applicable Award Notification, “Cause” shall mean any of the following acts by the"} +{"idx": 61, "level": 3, "span": "(g) “Change in Control” means and includes the occurrence of any one of the following events but shall\nspecifically exclude a Public Offering:"} +{"idx": 61, "level": 4, "span": "(i) individuals who, on the Plan Effective Date, constitute the Board (the\n“Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the Plan Effective Date and whose election or nomination for election was approved by a\nvote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or\nthreatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board\n(“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or"} +{"idx": 61, "level": 4, "span": "(ii) any Person becomes a Beneficial Owner, directly or indirectly, of either (A) 35% or more of the then-outstanding shares of\ncommon stock of the Company (“Company Common Stock”) or (B) securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of\ndirectors (the “Company Voting Securities”); provided, however, that for purposes of this subsection (ii), the following acquisitions of Company Common Stock or Company Voting Securities shall not constitute a Change\nin Control: (w) an acquisition directly from the Company, (x) an acquisition by the Company or a Subsidiary, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary,\nor (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or"} +{"idx": 61, "level": 4, "span": "(iii) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate\ntransaction involving the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) or the acquisition of assets or stock of\nanother corporation or other entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners,\nrespectively, of the outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 35% of, respectively, the then\noutstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or\nAcquisition (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries, the\n“Surviving Entity”) in"} +{"idx": 61, "level": 4, "span": "(iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company."} +{"idx": 61, "level": 3, "span": "(h) “Charter” means the articles of incorporation of the Company, as such articles of incorporation may be\namended from time to time."} +{"idx": 61, "level": 4, "span": "(i) “Code” means the Internal Revenue Code of 1986, as amended from time to\ntime. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision."} +{"idx": 61, "level": 3, "span": "(j) “Committee” means the committee of the Board described in Article 4."} +{"idx": 61, "level": 3, "span": "(k) “Company” means Rodin Global Property Trust, Inc., a Maryland corporation, or any successor corporation."} +{"idx": 61, "level": 3, "span": "(l) “Continuous Status as a Participant” means the absence of any interruption or termination of service\nas an employee, officer, director, consultant or advisors of the Company or any Affiliate, as applicable; provided, however, that for purposes of an Incentive Stock Option “Continuous Status as a Participant” means the\nabsence of any interruption or termination of service as an employee of the Company or any Parent or Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous Status as a Participant shall not be considered interrupted in the\nfollowing cases: (i) a Participant transfers employment between the Company and an Affiliate or between Affiliates, or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or any Affiliate, or (iii) any leave of absence authorized in writing by the Company prior to its commencement; provided,\nhowever, that for purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by\nthe Company is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Whether\nmilitary, government or other service or other leave of absence shall constitute a termination of Continuous Status as a Participant shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be\nfinal and conclusive."} +{"idx": 61, "level": 3, "span": "(m) “Deferred Stock Unit” means a right granted to a Participant under Article 9 to"} +{"idx": 61, "level": 3, "span": "(n) “Disability” of\na Participant means that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a\ncontinuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12\nmonths, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer. If the determination of Disability relates to an Incentive Stock\nOption, Disability means Permanent and Total Disability as defined in Section 22(e)(3) of the Code. In the event of a dispute, the determination of whether a Participant is Disabled will be made by the Committee and may be supported by the advice of\na physician competent in the area to which such Disability relates."} +{"idx": 61, "level": 3, "span": "(o) “Dividend Equivalent” means a\nright granted to a Participant under Article 11."} +{"idx": 61, "level": 3, "span": "(p) “Eligible Participant” means an employee, officer,\nconsultant or director of the Company or any Affiliate."} +{"idx": 61, "level": 3, "span": "(q) “Exchange” means any national securities\nexchange on which the Stock may from time to time be listed or traded."} +{"idx": 61, "level": 3, "span": "(r) “Fair Market Value,” on any\ndate, means (i) if the Stock is listed on a securities exchange, the closing sales price on such exchange or over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding\ndate on which sales were reported, or (ii) if the Stock is not listed on a securities exchange, the mean between the bid and offered prices as quoted by the applicable interdealer quotation system for such date, provided that if the Stock is\nnot quoted on such interdealer quotation system or it is determined that the fair market value is not properly reflected by such quotations, Fair Market Value will be determined by such other method as the Committee determines in good faith to be\nreasonable and in compliance with Code Section 409A."} +{"idx": 61, "level": 3, "span": "(s) “Grant Date” of an Award means the first date on\nwhich all necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be provided to the\ngrantee within a reasonable time after the Grant Date."} +{"idx": 61, "level": 3, "span": "(t) “Incentive Stock Option” means an Option that\nis intended to be an incentive stock option and meets the requirements of Section 422 of the Code or any successor provision thereto."} +{"idx": 61, "level": 3, "span": "(u) “Independent Director” means a director of the Company who is not a common law employee of the Company and\nwho meets the additional requirements set forth for an “independent director” in the Charter."} +{"idx": 61, "level": 4, "span": "(v)\n“Nonstatutory Stock Option” means an Option that is not an Incentive Stock"} +{"idx": 61, "level": 3, "span": "(w) “Rodin Global OP” means Rodin Global\nProperty Trust Operating Partnership, LP, a Delaware limited partnership of which the Company is the sole general partner."} +{"idx": 61, "level": 4, "span": "(x) “Rodin Global OP Interests” means limited partnership interests in Rodin Global OP that may be exchanged\nor redeemed for Shares on a one-for-one basis, or any profits interest in Rodin Global OP that may be exchanged or converted into such limited partnership interests."} +{"idx": 61, "level": 3, "span": "(y) “Option” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a\nspecified price during specified time periods. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option."} +{"idx": 61, "level": 3, "span": "(z) “Other Award” means a right granted to a Participant under Article 12."} +{"idx": 61, "level": 4, "span": "(ii) “Restricted Stock Unit” means a right granted to a\nParticipant under Article 9 to receive shares of Stock (or the equivalent value in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk of forfeiture."} +{"idx": 61, "level": 2, "span": "ARTICLE 3"} +{"idx": 61, "level": 0, "span": "PLAN EFFECTIVE DATE; TERMINATION OF PLAN\n3.1. PLAN EFFECTIVE DATE. The Plan shall be effective as of the date it is approved by both the Board and the stockholders of the\nCompany (the “Plan Effective Date”)."} +{"idx": 61, "level": 2, "span": "ARTICLE 4"} +{"idx": 61, "level": 2, "span": "ADMINISTRATION\n4.1.\nCOMMITTEE. The Plan shall be administered by a Committee appointed by the Board (which Committee shall consist of at least two directors) or, at the discretion of the Board from time to time, the Plan may be administered by the Board. The\nmembers of the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board. It is intended that at least two of the directors appointed to serve on the Committee shall be “non-employee directors” (within the meaning of Rule 16b-3 promulgated under the 1934 Act) and that any such members of the Committee who do not so qualify shall\nabstain from participating in any decision to make or administer Awards that are made to Eligible Participants who at the time of consideration for such Award are persons subject to the short-swing profit rules of Section 16 of the 1934 Act.\nHowever, the mere fact that a Committee member shall fail to qualify as a “non-employee director” or shall fail to abstain from such action shall not invalidate any Award made by the Committee which\nAward is otherwise validly made under the Plan. The members of the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board. The Board may reserve to itself any or all of the\nauthority and responsibility of the Committee under the Plan or may act as administrator of the Plan for any and all purposes. To the extent the Board has reserved any authority and\nresponsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1) shall include the\nBoard. To the extent any action of the Board under the Plan conflicts with actions taken by the Committee, the actions of the Board shall control.\n4.2. ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of administering the Plan, the Committee may from time to time adopt\nrules, regulations, guidelines and procedures for carrying out the provisions and purposes of the Plan and make such other determinations, not inconsistent with the Plan, as the Committee may deem appropriate. The Committee’s interpretation of\nthe Plan, any Awards granted under the Plan, any Award Notification and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. Each member of the Committee is entitled to, in\ngood faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company’s or an Affiliate’s independent certified public accountants, Company\ncounsel or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.\n4.3. AUTHORITY OF COMMITTEE. The Committee has the exclusive power, authority and discretion to:\n(a) grant Awards;\n(b) designate Participants;\n(c) determine the type or types of Awards to be granted to each Participant;\n(d) determine the number of Awards to be granted and the number and type of Shares, Rodin Global OP Interests or dollar amount\nto which an Award will relate;\n(e) determine the terms and conditions of any Award granted under the Plan;\n(f) prescribe the form of each Award Notification, which need not be identical for each Participant;\n(g) decide all other matters that must be determined in connection with an Award;\n(h) establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to\nadminister the Plan;\n(i) make all other decisions and determinations that may be required under the Plan or as the\nCommittee deems necessary or advisable to administer the Plan;\n(j) amend the Plan or any Award Notification as provided\nherein; and\n(k) adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with\nprovisions of the laws of non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure the viability of the benefits of Awards granted to participants located in such other\njurisdictions and to meet the objectives of the Plan.\n4.4. AWARD NOTIFICATIONS. Each Award shall be evidenced by an Award Notification. Each\nAward Notification shall include such provisions, not inconsistent with the Plan, as may be specified by the Committee."} +{"idx": 61, "level": 3, "span": "(a) grant Awards;"} +{"idx": 61, "level": 3, "span": "(b) designate Participants;"} +{"idx": 61, "level": 3, "span": "(c) determine the type or types of Awards to be granted to each Participant;"} +{"idx": 61, "level": 3, "span": "(d) determine the number of Awards to be granted and the number and type of Shares, Rodin Global OP Interests or dollar amount\nto which an Award will relate;"} +{"idx": 61, "level": 3, "span": "(e) determine the terms and conditions of any Award granted under the Plan;"} +{"idx": 61, "level": 3, "span": "(f) prescribe the form of each Award Notification, which need not be identical for each Participant;"} +{"idx": 61, "level": 3, "span": "(g) decide all other matters that must be determined in connection with an Award;"} +{"idx": 61, "level": 3, "span": "(h) establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to\nadminister the Plan;"} +{"idx": 61, "level": 4, "span": "(i) make all other decisions and determinations that may be required under the Plan or as the\nCommittee deems necessary or advisable to administer the Plan;"} +{"idx": 61, "level": 3, "span": "(j) amend the Plan or any Award Notification as provided\nherein; and"} +{"idx": 61, "level": 3, "span": "(k) adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with\nprovisions of the laws of non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure the viability of the benefits of Awards granted to participants located in such other\njurisdictions and to meet the objectives of the Plan."} +{"idx": 61, "level": 2, "span": "ARTICLE 5"} +{"idx": 61, "level": 1, "span": "SHARES SUBJECT TO THE PLAN\n5.1. NUMBER OF SHARES. Subject to adjustment as provided in Sections 5.2 and Section 14.1, the aggregate number of Shares reserved\nand available for issuance pursuant to Awards granted under the Plan shall be 2,000,000. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 2,000,000. The maximum number of Shares\nthat may be issued upon the exercise or grant of an Award granted under the Plan shall not exceed, in the aggregate, an amount equal to 10% of the outstanding Shares on the Grant Date.\n5.2. SHARE COUNTING. Shares covered by an Award shall be subtracted from the Plan share reserve as of the date of grant, but shall be\nadded back to the Plan share reserve in accordance with this Section 5.2.\n(a) To the extent that an Award is\ncanceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited Shares subject to the Award will again be available for issuance pursuant to Awards granted under the Plan.\n(b) Shares subject to Awards settled in cash will again be available for issuance pursuant to Awards granted under the Plan.\n(c) Shares withheld from an Award or delivered by a Participant to satisfy minimum tax withholding requirements will again\nbe available for issuance pursuant to Awards granted under the Plan.\n(d) If the exercise price of an Option is satisfied by delivering Shares to the Company (by either actual delivery or\nattestation), only the number of Shares issued to the Participant in excess of the Shares tendered (by delivery or attestation) shall be considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards\ngranted under the Plan.\n(e) To the extent that the full number of Shares subject to an Option or SAR is not issued upon\nexercise of the Option or SAR for any reason, including by reason of net-settlement of the Award, only the number of Shares issued and delivered upon exercise of the Option or SAR shall be considered for\npurposes of determining the number of Shares remaining available for issuance pursuant to Awards granted under the Plan.\n(f) To the extent that the full number of Shares subject to an Award other than an Option or SAR is not issued for any reason,\nincluding by reason of failure to achieve maximum performance goals, only the number of Shares issued and delivered shall be considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards granted\nunder the Plan.\n(g) Substitute Awards granted pursuant to Section 13.10 of the Plan shall not count against the\nShares otherwise available for issuance under the Plan under Section 5.1.\n5.3. STOCK DISTRIBUTED. Any Stock distributed\npursuant to an Award may consist, in\nwhole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market."} +{"idx": 61, "level": 4, "span": "(a) To the extent that an Award is\ncanceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited Shares subject to the Award will again be available for issuance pursuant to Awards granted under the Plan."} +{"idx": 61, "level": 4, "span": "(b) Shares subject to Awards settled in cash will again be available for issuance pursuant to Awards granted under the Plan."} +{"idx": 61, "level": 4, "span": "(c) Shares withheld from an Award or delivered by a Participant to satisfy minimum tax withholding requirements will again\nbe available for issuance pursuant to Awards granted under the Plan."} +{"idx": 61, "level": 4, "span": "(d) If the exercise price of an Option is satisfied by delivering Shares to the Company (by either actual delivery or\nattestation), only the number of Shares issued to the Participant in excess of the Shares tendered (by delivery or attestation) shall be considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards\ngranted under the Plan."} +{"idx": 61, "level": 4, "span": "(e) To the extent that the full number of Shares subject to an Option or SAR is not issued upon\nexercise of the Option or SAR for any reason, including by reason of net-settlement of the Award, only the number of Shares issued and delivered upon exercise of the Option or SAR shall be considered for\npurposes of determining the number of Shares remaining available for issuance pursuant to Awards granted under the Plan."} +{"idx": 61, "level": 4, "span": "(f) To the extent that the full number of Shares subject to an Award other than an Option or SAR is not issued for any reason,\nincluding by reason of failure to achieve maximum performance goals, only the number of Shares issued and delivered shall be considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards granted\nunder the Plan."} +{"idx": 61, "level": 4, "span": "(g) Substitute Awards granted pursuant to Section 13.10 of the Plan shall not count against the\nShares otherwise available for issuance under the Plan under Section 5.1."} +{"idx": 61, "level": 2, "span": "ARTICLE 6"} +{"idx": 61, "level": 2, "span": "ELIGIBILITY\n6.1. GENERAL. Awards may be granted only to Eligible Participants. Incentive Stock Options may be granted only to Eligible\nParticipants who are employees of the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code. Eligible Participants who are service providers to an Affiliate may be granted Options or SARs under this Plan only if the\nAffiliate qualifies as an “eligible issuer of service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the final regulations under Code Section 409A."} +{"idx": 61, "level": 2, "span": "ARTICLE 7"} +{"idx": 61, "level": 2, "span": "STOCK OPTIONS\n7.1. GENERAL. The Committee is authorized to grant Options to Participants on the following terms and conditions:\n(a) EXERCISE PRICE. The exercise price per Share under an Option shall be determined by the Committee, provided that the\nexercise price for any Option (other than an Option issued as a substitute Award pursuant to Section 13.10) shall not be less than the Fair Market Value as of the Grant Date.\n(b) PROHIBITION ON REPRICING. Except as otherwise provided in Section 14.1, the exercise price of an Option may not\nbe reduced, directly or indirectly by cancellation and regrant or otherwise, without the prior approval of the stockholders of the Company.\n(c) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time or times at which an Option may be exercised\nin whole or in part, subject to Section 7.1(e). The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised or vested.\n(d) PAYMENT. The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of\npayment, including, without limitation, cash, Shares, or other property (including “cashless exercise” arrangements), and the methods by which Shares shall be delivered or deemed to be delivered to Participants.\n(e) EXERCISE TERM. Except for Nonstatutory Options granted to Participants outside the United States, no Option granted\nunder the Plan shall be exercisable for more than ten years from the Grant Date.\n(f) NO DEFERRAL FEATURE. No Option\nshall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option.\n(g) NO DIVIDEND EQUIVALENTS. No Option shall provide for Dividend Equivalents.\n7.2. INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options granted under the Plan must comply with the requirements of\nSection 422 of the Code. If all of the requirements of Section 422 of the Code are not met, the Option shall automatically become a Nonstatutory Stock\nOption."} +{"idx": 61, "level": 3, "span": "(a) EXERCISE PRICE\nThe exercise price per Share under an Option shall be determined by the Committee, provided that the\nexercise price for any Option (other than an Option issued as a substitute Award pursuant to Section 13.10) shall not be less than the Fair Market Value as of the Grant Date."} +{"idx": 61, "level": 3, "span": "(b) PROHIBITION ON REPRICING\nExcept as otherwise provided in Section 14.1, the exercise price of an Option may not\nbe reduced, directly or indirectly by cancellation and regrant or otherwise, without the prior approval of the stockholders of the Company."} +{"idx": 61, "level": 3, "span": "(c) TIME AND CONDITIONS OF EXERCISE\nThe Committee shall determine the time or times at which an Option may be exercised\nin whole or in part, subject to Section 7.1(e). The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised or vested."} +{"idx": 61, "level": 3, "span": "(d) PAYMENT\nThe Committee shall determine the methods by which the exercise price of an Option may be paid, the form of\npayment, including, without limitation, cash, Shares, or other property (including “cashless exercise” arrangements), and the methods by which Shares shall be delivered or deemed to be delivered to Participants."} +{"idx": 61, "level": 3, "span": "(e) EXERCISE TERM\nExcept for Nonstatutory Options granted to Participants outside the United States, no Option granted\nunder the Plan shall be exercisable for more than ten years from the Grant Date."} +{"idx": 61, "level": 3, "span": "(f) NO DEFERRAL FEATURE\nNo Option\nshall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option."} +{"idx": 61, "level": 3, "span": "(g) NO DIVIDEND EQUIVALENTS\nNo Option shall provide for Dividend Equivalents."} +{"idx": 61, "level": 2, "span": "ARTICLE 8"} +{"idx": 61, "level": 2, "span": "STOCK APPRECIATION RIGHTS\n8.1. GRANT OF STOCK APPRECIATION RIGHTS. The Committee is authorized to grant Stock Appreciation Rights to Participants on the\nfollowing terms and conditions:\n(a) RIGHT TO PAYMENT. Upon the exercise of a SAR, the Participant to whom it is\ngranted has the right to receive, for each Share with respect to which the SAR is being exercised, the excess, if any, of:\n(1) The Fair Market Value of one Share on the date of exercise; over\n(2) The base price of the SAR as determined by the Committee, which shall not be less than the Fair Market Value of one Share\non the Grant Date.\n(b) PROHIBITION ON REPRICING. Except as otherwise provided in Section 14.1, the base price\nof a SAR may not be reduced, directly or indirectly by cancellation and regrant or otherwise, without the prior approval of the stockholders of the Company.\n(c) EXERCISE TERM. Except for SARs granted to Participants outside the United States, no SAR shall be exercisable for\nmore than ten years from the Grant Date.\n(d) NO DEFERRAL FEATURE. No SAR shall provide for any feature for the\ndeferral of compensation other than the deferral of recognition of income until the exercise or disposition of the SAR.\n(e) NO DIVIDEND EQUIVALENTS. No SAR shall provide for Dividend Equivalents.\n(f) OTHER TERMS.\n(1) All SARs shall be evidenced by an Award Notification. Subject to the limitations of this Article 8, the terms, methods of\nexercise, methods of settlement, form of consideration payable in settlement, and any other terms and conditions of any SAR shall be determined by the Committee at the time of the grant of the Award and shall be reflected in the Award Notification.\n(2) Stock Appreciation Rights shall not be granted unless and until Shares are listed on a national securities exchange:"} +{"idx": 61, "level": 3, "span": "(a) RIGHT TO PAYMENT\nUpon the exercise of a SAR, the Participant to whom it is\ngranted has the right to receive, for each Share with respect to which the SAR is being exercised, the excess, if any, of:"} +{"idx": 61, "level": 4, "span": "(1) The Fair Market Value of one Share on the date of exercise; over"} +{"idx": 61, "level": 4, "span": "(2) The base price of the SAR as determined by the Committee, which shall not be less than the Fair Market Value of one Share\non the Grant Date."} +{"idx": 61, "level": 3, "span": "(b) PROHIBITION ON REPRICING\nExcept as otherwise provided in Section 14.1, the base price\nof a SAR may not be reduced, directly or indirectly by cancellation and regrant or otherwise, without the prior approval of the stockholders of the Company."} +{"idx": 61, "level": 3, "span": "(c) EXERCISE TERM\nExcept for SARs granted to Participants outside the United States, no SAR shall be exercisable for\nmore than ten years from the Grant Date."} +{"idx": 61, "level": 3, "span": "(d) NO DEFERRAL FEATURE\nNo SAR shall provide for any feature for the\ndeferral of compensation other than the deferral of recognition of income until the exercise or disposition of the SAR."} +{"idx": 61, "level": 3, "span": "(e) NO DIVIDEND EQUIVALENTS\nNo SAR shall provide for Dividend Equivalents."} +{"idx": 61, "level": 3, "span": "(f) OTHER TERMS."} +{"idx": 61, "level": 4, "span": "(1) All SARs shall be evidenced by an Award Notification\nSubject to the limitations of this Article 8, the terms, methods of\nexercise, methods of settlement, form of consideration payable in settlement, and any other terms and conditions of any SAR shall be determined by the Committee at the time of the grant of the Award and shall be reflected in the Award Notification."} +{"idx": 61, "level": 4, "span": "(2) Stock Appreciation Rights shall not be granted unless and until Shares are listed on a national securities exchange:"} +{"idx": 61, "level": 2, "span": "ARTICLE 9"} +{"idx": 61, "level": 2, "span": "RESTRICTED STOCK, RESTRICTED STOCK UNITS"} +{"idx": 61, "level": 2, "span": "AND DEFERRED STOCK UNITS\n9.1. GRANT OF RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS. The Committee is authorized to make Awards of\nRestricted Stock, Restricted Stock Units or Deferred Stock Units to Participants in such amounts and subject to such terms and conditions as may be selected by the Committee. An Award of Restricted Stock, Restricted Stock Units or Deferred\nStock Units shall be evidenced by an Award Notification setting forth the terms, conditions, and restrictions applicable to the Award.\n9.2. ISSUANCE AND RESTRICTIONS. Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be subject to such restrictions\non transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse\nseparately or in combination at such times, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. Except as otherwise\nprovided in an Award Notification or any special Plan document governing an Award, the Participant shall have all of the rights of a stockholder with respect to the Restricted Stock, and the Participant shall have none of the rights of a stockholder\nwith respect to Restricted Stock Units or Deferred Stock Units until such time as Shares of Stock are paid in settlement of the Restricted Stock Units or Deferred Stock Units. Unless otherwise provided in the applicable Award Notification, awards of\nRestricted Stock will be entitled to full dividend rights and any dividends paid thereon will be paid or distributed to the holder when the dividends are paid to the Company’s stockholders.\n9.3. FORFEITURE. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination\nof Continuous Status as a Participant during the applicable restriction period or upon failure to satisfy a performance goal during the applicable restriction period, Restricted Stock or Restricted Stock Units that are at that time subject to\nrestrictions shall be forfeited.\n9.4. DELIVERY OF RESTRICTED STOCK. Shares of Restricted Stock shall be delivered to the\nParticipant at the time of grant either by book-entry registration or by delivering to the Participant, or a custodian or escrow agent (including, without limitation, the Company or one or more of its employees) designated by the Committee, a stock\ncertificate or certificates registered in the name of the Participant. If physical certificates representing shares of Restricted Stock are registered in the name of the Participant, such certificates must bear an appropriate legend referring to the\nterms, conditions, and restrictions applicable to such Restricted Stock."} +{"idx": 61, "level": 2, "span": "ARTICLE 10"} +{"idx": 61, "level": 2, "span": "PERFORMANCE AWARDS\n10.1.\nGRANT OF PERFORMANCE AWARDS. The Committee is authorized to grant any Award under this Plan, including cash-based Awards, with performance-based vesting criteria, on such terms and conditions as may be selected by the Committee. The Committee\nshall have the complete discretion to determine the number of Performance Awards granted to each Participant and to designate the provisions of such Performance Awards as provided in Section 4.3. All Performance Awards shall be evidenced by an\nAward Notification or a written program established by the Committee, pursuant to which Performance Awards are awarded under the Plan under uniform terms, conditions and restrictions set forth in such written program.\n10.2. PERFORMANCE GOALS. The Committee may establish performance goals for Performance Awards which may be based on any criteria\nselected by the Committee. Such performance goals may be described in terms of Company-wide objectives or in terms of objectives that relate to the performance of the Participant, an Affiliate or a division, region, department or function within the\nCompany or an Affiliate. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or an Affiliate conducts its business, or other events or\ncircumstances render performance goals to be unsuitable, the\nCommittee may modify such performance goals in whole or in part, as the Committee deems appropriate. If a Participant is promoted, demoted or transferred to a different business unit or function\nduring a performance period, the Committee may determine that the performance goals or performance period are no longer appropriate and may (i) adjust, change or eliminate the performance goals or the applicable performance period as it deems\nappropriate to make such goals and period comparable to the initial goals and period, or (ii) make a cash payment to the participant in an amount determined by the Committee."} +{"idx": 61, "level": 2, "span": "ARTICLE 11"} +{"idx": 61, "level": 2, "span": "DIVIDEND\nEQUIVALENTS\n11.1. GRANT OF DIVIDEND EQUIVALENTS. Except as provided in Sections 7.1(g) and 8.1(e), the Committee is authorized\nto grant Dividend Equivalents with respect to Awards granted hereunder, subject to such terms and conditions as may be selected by the Committee; provided that Dividend Equivalents shall not be granted unless and until Shares are listed on a\nnational securities exchange. Dividend Equivalents shall entitle the Participant to receive payments equal to dividends with respect to all or a portion of the number of Shares subject to an Award, as determined by the Committee. The Committee may\nprovide that Dividend Equivalents be paid or distributed when accrued or be deemed to have been reinvested in additional Shares, or otherwise reinvested. Unless otherwise provided in the applicable Award Notification, Dividend Equivalents will be\npaid or distributed no later than the 15th day of the 3rd month following the later of (i) the calendar year in which the corresponding\ndividends were paid to stockholders, or (ii) the first calendar year in which the Participant’s right to such Dividends Equivalents is no longer subject to a substantial risk of forfeiture."} +{"idx": 61, "level": 2, "span": "ARTICLE 12"} +{"idx": 61, "level": 2, "span": "OTHER AWARDS\n12.1. GRANT OF OTHER AWARDS. The Committee is authorized, subject to limitations under applicable law, to grant to\nParticipants such other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including without limitation,\nRodin Global OP Interests, membership interests in a Subsidiary or operating partnership, Shares awarded purely as a “bonus” and not subject to any restrictions or conditions, convertible or exchangeable debt securities, other rights\nconvertible or exchangeable into Shares, and Awards valued by reference to book value of Shares or the value of securities of or the performance of specified Parents or Subsidiaries. The Committee shall determine the terms and conditions of such\nAwards. For purposes of calculating the number of Shares underlying an Other Award relative to the total number of Shares of Stock reserved and available for issuance under Section 5.1 hereof, the Committee shall establish in good faith the\nmaximum number of Shares to which a grantee of such Other Award may be entitled upon fulfillment of all applicable conditions set forth in the relevant Award Notification, including vesting, accretion factors, conversion ratios, exchange ratios and\nthe like. If and when any such conditions are no longer capable of being met, in whole or in part, the number of Shares underlying such Other Award shall be reduced accordingly by the Committee and the related Shares shall be added back to the\nShares of Stock available for issuance under the Plan. The Committee may require that Other Awards be held through a limited partnership, or similar “look-through” entity, and the Committee may require such limited partnership or similar\nentity to impose restrictions on its partners or other beneficial owners that are not inconsistent with the provisions of this Section 12.1. The provisions of the grant of Other Awards need not be the same with respect to each Participant."} +{"idx": 61, "level": 2, "span": "ARTICLE 13"} +{"idx": 61, "level": 2, "span": "PROVISIONS APPLICABLE TO AWARDS\n13.1. TERM OF AWARD. The term of each Award shall be for the period as determined by the Committee, provided that in no event shall the\nterm of any Option or a Stock Appreciation Right exceed a period of ten years from its Grant Date.\n13.2. FORM OF PAYMENT FOR\nAWARDS. At the discretion of the Committee, payment of Awards may be made in cash, Stock, a combination of cash and Stock, or any other form of property as the Committee shall determine. In addition, payment of Awards may include such terms,\nconditions, restrictions and/or limitations, if any, as the Committee deems appropriate, including, in the case of Awards paid in the form of Stock, restrictions on transfer and forfeiture provisions. Further, payment of Awards may be made in the\nform of a lump sum, or in installments, as determined by the Committee.\n13.3. LIMITS ON TRANSFER. No right or interest of a\nParticipant in any unexercised or restricted Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of such Participant to any\nother party other than the Company or an Affiliate. No unexercised or restricted Award shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution; provided, however, that the\nCommittee may (but need not) permit other transfers (other than transfers for value) where the Committee concludes that such transferability (i) does not result in accelerated taxation, (ii) does not cause any Option intended to be an\nIncentive Stock Option to fail to be described in Code Section 422(b), and (iii) is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, state or federal tax or securities laws\napplicable to transferable Awards.\n13.4. BENEFICIARIES. Notwithstanding Section 13.3, a Participant may, in the manner\ndetermined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other\nperson claiming any rights under the Plan is subject to all terms and conditions of the Plan and any Award Notification applicable to the Participant, except to the extent the Plan and Award Notification otherwise provide, and to any additional\nrestrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives the Participant, payment shall be made to the Participant’s estate. Subject to the foregoing, a beneficiary designation may be\nchanged or revoked by a Participant at any time provided the change or revocation is filed with the Committee.\n13.5. STOCK TRADING\nRESTRICTIONS. All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of\nany national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate or issue instructions to the transfer agent to reference restrictions applicable\nto the Stock.\n13.6. ACCELERATION UPON DEATH OR DISABILITY. Except as otherwise provided in the Award Notification or any special\nPlan document governing an Award, upon the termination of a person’s Continuous Status as a Participant by reason of death or Disability:\n(i) all of that Participant’s outstanding Options and SARs shall become fully exercisable;\n(ii) all time-based vesting restrictions on that Participant’s outstanding\nAwards shall lapse as of the date of termination; and\n(iii) the payout opportunities attainable under all of that\nParticipant’s outstanding performance-based Awards shall be deemed to have been fully earned as of the date of termination as follows:\n(A) if the date of termination occurs during the first half of the applicable performance period, all relevant performance\ngoals will be deemed to have been achieved at the “target” level, and\n(B) if the date of termination occurs\nduring the second half of the applicable performance period, the actual level of achievement of all relevant performance goals against target will be measured as of the end of the calendar quarter immediately preceding the date of termination, and\n(C) in either such case, there shall be a pro rata payout to the Participant or his or her estate within sixty\n(60) days following the date of termination (unless a later date is required by Section 16.3 hereof), based upon the length of time within the performance period that has elapsed prior to the date of termination.\nTo the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess\nOptions shall be deemed to be Nonstatutory Stock Options.\n13.7. ACCELERATION UPON A CHANGE IN CONTROL. Except as otherwise\nprovided in the Award Notification or any special Plan document governing an Award, upon the occurrence of a Change in Control, (i) all outstanding Options, SARs, and other Awards in the nature of rights that may be exercised shall become fully\nexercisable, and (ii) all time-based vesting restrictions on outstanding Awards shall lapse. Except as otherwise provided in the Award Notification or any special Plan document governing an Award, upon the occurrence of a Change in Control, the\ntarget payout opportunities attainable under all outstanding performance-based Awards shall be deemed to have been fully earned as of the effective date of the Change in Control based upon an assumed achievement of all relevant performance goals at\nthe “target” level and there shall be a pro rata payout to Participants within thirty (30) days following the effective date of the Change in Control based upon the length of time within the performance period that has elapsed prior\nto the Change in Control.\n13.8. ACCELERATION FOR ANY REASON. The Committee may in its sole discretion at any time determine that\nall or a portion of a Participant’s Options, SARs, and other Awards in the nature of rights that may be exercised shall become fully or partially exercisable, that all or a part of the time-based vesting restrictions on all or a portion of the\noutstanding Awards shall lapse, and/or that any performance-based criteria with respect to any Awards shall be deemed to be wholly or partially satisfied, in each case, as of such date as the Committee may, in its sole discretion, declare. The\nCommittee may discriminate among Participants and among Awards granted to a Participant in exercising its discretion pursuant to this Section 13.8. Notwithstanding anything in the Plan, including this Section 13.8, the Committee may not\naccelerate the payment of any Award if such acceleration would violate Section 409A(a)(3) of the Code.\n13.9. FORFEITURE EVENTS.\nThe Committee may specify in an Award Notification that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified\nevents, in addition to any\notherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not be limited to, termination of employment for Cause, violation of material Company or\nAffiliate policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company or any Affiliate.\n13.10. SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by\nemployees of another entity who become employees of the Company or an Affiliate as a result of a merger or consolidation of the former employing entity with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or\nstock of the former employing corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances."} +{"idx": 61, "level": 4, "span": "(i) all of that Participant’s outstanding Options and SARs shall become fully exercisable;"} +{"idx": 61, "level": 4, "span": "(ii) all time-based vesting restrictions on that Participant’s outstanding\nAwards shall lapse as of the date of termination; and"} +{"idx": 61, "level": 4, "span": "(iii) the payout opportunities attainable under all of that\nParticipant’s outstanding performance-based Awards shall be deemed to have been fully earned as of the date of termination as follows:"} +{"idx": 61, "level": 4, "span": "(A) if the date of termination occurs during the first half of the applicable performance period, all relevant performance\ngoals will be deemed to have been achieved at the “target” level, and"} +{"idx": 61, "level": 4, "span": "(B) if the date of termination occurs\nduring the second half of the applicable performance period, the actual level of achievement of all relevant performance goals against target will be measured as of the end of the calendar quarter immediately preceding the date of termination, and"} +{"idx": 61, "level": 4, "span": "(C) in either such case, there shall be a pro rata payout to the Participant or his or her estate within sixty\n(60) days following the date of termination (unless a later date is required by Section 16.3 hereof), based upon the length of time within the performance period that has elapsed prior to the date of termination."} +{"idx": 61, "level": 2, "span": "ARTICLE 14"} +{"idx": 61, "level": 2, "span": "CHANGES IN\nCAPITAL STRUCTURE\n14.1. MANDATORY ADJUSTMENTS. In the event of a nonreciprocal transaction between the Company and its\nstockholders that causes the per-share value of the Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large\nnonrecurring cash dividend), the authorization limits under Section 5.1 shall be adjusted proportionately, and the Committee shall make such adjustments to the Plan and Awards as it deems necessary, in its sole discretion, to prevent dilution\nor enlargement of rights immediately resulting from such transaction. Action by the Committee may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of\nshares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards or the measure to be used to determine the amount of the benefit payable on an Award; and (iv) any other adjustments that the Committee\ndetermines to be equitable. Notwithstanding the foregoing, the Committee shall not make any adjustments to outstanding Options or SARs that would constitute a modification or substitution of the stock right under Treas. Reg. Sections 1.409A-1(b)(5)(v) that would be treated as the grant of a new stock right or change in the form of payment for purposes of Code Section 409A. Without limiting the foregoing, in the event of a subdivision of\nthe outstanding Stock (stock-split), a declaration of a dividend payable in Shares, or a combination or consolidation of the outstanding Stock into a lesser number of Shares, the authorization limits under Section 5.1 shall automatically be\nadjusted proportionately, and the Shares then subject to each Award shall automatically, without the necessity for any additional action by the Committee, be adjusted proportionately without any change in the aggregate purchase price therefor.\n14.2. DISCRETIONARY ADJUSTMENTS. Upon the occurrence or in anticipation of any corporate event or transaction involving the Company\n(including, without limitation, any merger, reorganization, recapitalization, combination or exchange of shares, or any transaction described in Section 14.1), the Committee may, in its sole discretion, provide (i) that Awards will be\nsettled in cash rather than Stock, (ii) that Awards will become immediately vested and exercisable and will expire after a designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a\ntransaction or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding Awards may be settled by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the\nunderlying Stock, as of a specified date associated with the transaction, over the exercise price of the Award, (v) that performance targets and performance periods for Performance Awards will be modified, or (vi) any combination of the\nforegoing. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated.\n14.3. GENERAL. Any discretionary adjustments made pursuant to this Article 14 shall be\nsubject to the provisions of Section 15.2. To the extent that any adjustments made pursuant to this Article 14 cause Incentive Stock Options to cease to qualify as Incentive Stock Options, such Options shall be deemed to be Nonstatutory Stock\nOptions."} +{"idx": 61, "level": 2, "span": "ARTICLE 15"} +{"idx": 61, "level": 2, "span": "AMENDMENT, MODIFICATION AND TERMINATION\n15.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee may, at any time and from time to time, amend, modify or\nterminate the Plan without stockholder approval; provided, however, that if an amendment to the Plan would, in the reasonable opinion of the Board or the Committee, either (i) materially increase the number of Shares available\nunder the Plan, (ii) expand the types of awards under the Plan, (iii) materially expand the class of participants eligible to participate in the Plan, (iv) materially extend the term of the Plan, or (v) otherwise constitute a\nmaterial change requiring stockholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of an Exchange, then such amendment shall be subject to stockholder approval; and provided,\nfurther, that the Board or Committee may condition any other amendment or modification on the approval of stockholders of the Company for any reason, including by reason of such approval being necessary or deemed advisable (i) to comply\nwith the listing or other requirements of an Exchange, or (ii) to satisfy any other tax, securities or other applicable laws, policies or regulations.\n15.2. AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the Committee may amend, modify or terminate any outstanding Award\nwithout approval of the Participant; provided, however:\n(a) Subject to the terms of the applicable Award\nNotification, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date\nof such amendment or termination (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment or termination\nover the exercise or base price of such Award);\n(b) The original term of an Option or SAR may not be extended without the\nprior approval of the stockholders of the Company;\n(c) Except as otherwise provided in Section 14.1, the exercise\nprice of an Option or SAR may not be reduced, directly or indirectly, without the prior approval of the stockholders of the Company; and\n(d) No termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan,\nwithout the written consent of the Participant affected thereby. An outstanding Award shall not be deemed to be “adversely affected” by a Plan amendment if such amendment would not reduce or diminish the value of such Award determined as\nif the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of\nthe Fair Market Value as of the date of such amendment over the exercise or base price of such Award).\n15.3. COMPLIANCE\nAMENDMENTS. Notwithstanding anything in the Plan or in any Award Notification to the contrary, the Board may amend the Plan or an Award Notification, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of\nconforming the Plan\nor Award Notification to any present or future law relating to plans of this or similar nature (including, but not limited to, Section 409A of the Code), and to the administrative\nregulations and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 15.3 to any Award granted under the Plan without further consideration or action."} +{"idx": 61, "level": 3, "span": "(a) Subject to the terms of the applicable Award\nNotification, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date\nof such amendment or termination (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment or termination\nover the exercise or base price of such Award);"} +{"idx": 61, "level": 3, "span": "(b) The original term of an Option or SAR may not be extended without the\nprior approval of the stockholders of the Company;"} +{"idx": 61, "level": 3, "span": "(c) Except as otherwise provided in Section 14.1, the exercise\nprice of an Option or SAR may not be reduced, directly or indirectly, without the prior approval of the stockholders of the Company; and"} +{"idx": 61, "level": 3, "span": "(d) No termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan,\nwithout the written consent of the Participant affected thereby. An outstanding Award shall not be deemed to be “adversely affected” by a Plan amendment if such amendment would not reduce or diminish the value of such Award determined as\nif the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of\nthe Fair Market Value as of the date of such amendment over the exercise or base price of such Award)."} +{"idx": 61, "level": 2, "span": "ARTICLE 16"} +{"idx": 61, "level": 2, "span": "GENERAL\nPROVISIONS\n16.1. RIGHTS OF PARTICIPANTS.\n(a) No Participant or any Eligible Participant shall have any claim to be granted any Award under the Plan. Neither the\nCompany, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may be made by the Committee selectively among Eligible Participants who receive, or are eligible\nto receive, Awards (whether or not such Eligible Participants are similarly situated).\n(b) Nothing in the Plan, any Award\nNotification or any other document or statement made with respect to the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment or status as an officer, or any\nParticipant’s service as a director, at any time, nor confer upon any Participant any right to continue as an employee, officer, or director of the Company or any Affiliate, whether for the duration of a Participant’s Award or otherwise.\n(c) Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or\nany Affiliate and, accordingly, subject to Article 15, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company or any of\nits Affiliates.\n(d) No Award gives a Participant any of the rights of a stockholder of the Company unless and until Shares\nare in fact issued to such person in connection with such Award.\n16.2. WITHHOLDING. The Company or any Affiliate shall have the\nauthority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with\nrespect to any exercise, lapse of restriction or other taxable event arising as a result of the Plan. With respect to withholding required upon any taxable event under the Plan, the Committee may, at the time the Award is granted or thereafter,\nrequire or permit that any such withholding requirement be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required\nto be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. All such elections shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.\n16.3. SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE.\n(a) General. It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the\napplication of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Notifications shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or\nany Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or\nadvisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.\n(b) Definitional Restrictions. Notwithstanding anything in the Plan or in any Award Notification to the contrary, to the extent that\nany amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable, or a different form of payment\n(e.g., lump sum or installment) would be effected, under the Plan or any Award Notification by reason of the occurrence of a Change in Control, or the Participant’s Disability or separation from service, such amount or benefit will not be\npayable or distributable to the Participant, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change in Control, Disability or separation from service meet any\ndescription or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective\nprovisions that may be available under such definition). This provision does not prohibit the vesting of any Award upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or\ndistribution of any amount or benefit, such payment or distribution shall be made on the next earliest payment or distribution date or event specified in the Award Notification that is permissible under Section 409A of the Code. If this provision\nprevents the application of a different form of payment of any amount or benefit, such payment shall be made in the same form as would have applied absent such designated event or circumstance.\n(c) Allocation among Possible Exemptions. If any one or more Awards granted under the Plan to a Participant could qualify for any\nseparation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company (acting through the\nCommittee) shall determine which Awards or portions thereof will be subject to such exemptions.\n(d)\nSix-Month Delay in Certain Circumstances. Notwithstanding anything in the Plan or in any Award Notification to the contrary, if any amount or benefit that would constitute\nnon-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan or any Award Notification by reason of a Participant’s\nseparation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section\n1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):\n(i) the amount of such non-exempt deferred compensation that would otherwise be payable\nduring the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the\nParticipant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”), and\n(ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the\nRequired Delay Period.\nFor purposes of this Plan, the term “Specified Employee” has the meaning given such term\nin Section 409A of the Code and the final regulations thereunder, provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of the\nsix-month delay rule of 409A(a)(2)(B)(i) of the Code shall be determined in accordance with rules adopted by the Board or any committee of the Board, which shall be applied consistently\nwith respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.\n16.4. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With\nrespect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Notification shall give the Participant any rights that are greater than those of a general creditor of the Company or any\nAffiliate. This Plan is not intended to be subject to ERISA.\n16.5. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall\nbe taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Company or any Affiliate unless provided otherwise in such other plan.\n16.6. EXPENSES. The expenses of administering the Plan shall be borne by the Company and its Affiliates.\n16.7. TITLES AND HEADINGS. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event\nof any conflict, the text of the Plan, rather than such titles or headings, shall control.\n16.8. GENDER AND NUMBER. Except where\notherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.\n16.9. FRACTIONAL SHARES. No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall\nbe given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down.\n16.10. GOVERNMENT\nAND OTHER REGULATIONS.\n(a) Notwithstanding any other provision of the Plan, no Participant who acquires Shares\npursuant to the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such\noffer and sale is made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of the 1933\nAct, such as that set forth in Rule 144 promulgated under the 1933 Act.\n(b) Notwithstanding any other provision of the\nPlan, if at any time the Committee shall determine that the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any foreign, federal, state or local law or practice, or the consent or approval of any\ngovernmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered or received pursuant to such Award\nunless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall\nmake such representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver any\ncertificate or certificates for Shares under the Plan prior to the Committee’s determination that all\nrelated requirements have been fulfilled. The Company shall in no event be obligated to register\nany securities pursuant to the 1933 Act or applicable state or foreign law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation or requirement.\n16.11. GOVERNING LAW. To the extent not governed by federal law, the Plan and all Award Notifications shall be construed in accordance\nwith and governed by the laws of the State of Maryland.\n16.12. ADDITIONAL PROVISIONS. Each Award Notification may contain such\nother terms and conditions as the Committee may determine; provided that such other terms and conditions are not inconsistent with the provisions of the Plan.\n16.13. NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall not in any way affect the right or power of the Company to\nmake adjustments, reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company,\nfor proper corporate purposes, to draft or assume awards, other than under the Plan, to or with respect to any person. If the Committee so directs, the Company may issue or transfer Shares to an Affiliate, for such lawful consideration as the\nCommittee may specify, upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms of an Award granted to such Participant and specified by the Committee pursuant to the provisions\nof the Plan.\n16.14. INDEMNIFICATION. Each person who is or shall have been a member of the Committee or of the Board shall be\nindemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he\nor she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid\nby him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to\nhandle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive\nof any other rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.\n********************\nThe foregoing Long Term Incentive Plan was adopted by the Board on February 16, 2017 and by\nthe stockholders on May 10, 2017."} +{"idx": 61, "level": 3, "span": "(a) No Participant or any Eligible Participant shall have any claim to be granted any Award under the Plan\nNeither the\nCompany, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may be made by the Committee selectively among Eligible Participants who receive, or are eligible\nto receive, Awards (whether or not such Eligible Participants are similarly situated)."} +{"idx": 61, "level": 3, "span": "(b) Nothing in the Plan, any Award\nNotification or any other document or statement made with respect to the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment or status as an officer, or any\nParticipant’s service as a director, at any time, nor confer upon any Participant any right to continue as an employee, officer, or director of the Company or any Affiliate, whether for the duration of a Participant’s Award or otherwise."} +{"idx": 61, "level": 3, "span": "(c) Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or\nany Affiliate and, accordingly, subject to Article 15, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company or any of\nits Affiliates."} +{"idx": 61, "level": 3, "span": "(d) No Award gives a Participant any of the rights of a stockholder of the Company unless and until Shares\nare in fact issued to such person in connection with such Award."} +{"idx": 61, "level": 3, "span": "(a) General\nIt is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the\napplication of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Notifications shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or\nany Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or"} +{"idx": 61, "level": 3, "span": "(b) Definitional Restrictions\nNotwithstanding anything in the Plan or in any Award Notification to the contrary, to the extent that\nany amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable, or a different form of payment\n(e.g., lump sum or installment) would be effected, under the Plan or any Award Notification by reason of the occurrence of a Change in Control, or the Participant’s Disability or separation from service, such amount or benefit will not be\npayable or distributable to the Participant, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change in Control, Disability or separation from service meet any\ndescription or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective\nprovisions that may be available under such definition). This provision does not prohibit the vesting of any Award upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or\ndistribution of any amount or benefit, such payment or distribution shall be made on the next earliest payment or distribution date or event specified in the Award Notification that is permissible under Section 409A of the Code. If this provision\nprevents the application of a different form of payment of any amount or benefit, such payment shall be made in the same form as would have applied absent such designated event or circumstance."} +{"idx": 61, "level": 3, "span": "(c) Allocation among Possible Exemptions\nIf any one or more Awards granted under the Plan to a Participant could qualify for any\nseparation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company (acting through the\nCommittee) shall determine which Awards or portions thereof will be subject to such exemptions."} +{"idx": 61, "level": 3, "span": "(d)\nSix-Month Delay in Certain Circumstances. Notwithstanding anything in the Plan or in any Award Notification to the contrary, if any amount or benefit that would constitute\nnon-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan or any Award Notification by reason of a Participant’s\nseparation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section\n1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):"} +{"idx": 61, "level": 4, "span": "(i) the amount of such non-exempt deferred compensation that would otherwise be payable\nduring the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the\nParticipant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”), and"} +{"idx": 61, "level": 4, "span": "(ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the\nRequired Delay Period."} +{"idx": 61, "level": 3, "span": "(a) Notwithstanding any other provision of the Plan, no Participant who acquires Shares\npursuant to the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such\noffer and sale is made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of the 1933\nAct, such as that set forth in Rule 144 promulgated under the 1933 Act."} +{"idx": 61, "level": 3, "span": "(b) Notwithstanding any other provision of the\nPlan, if at any time the Committee shall determine that the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any foreign, federal, state or local law or practice, or the consent or approval of any\ngovernmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered or received pursuant to such Award\nunless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall\nmake such representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver any\ncertificate or certificates for Shares under the Plan prior to the Committee’s determination that all"} +{"idx": 61, "level": 2, "span": "3.2\nTERMINATION OF PLAN. The Plan shall terminate on the tenth anniversary\nof the Plan Effective Date unless earlier terminated as provided herein. The termination of the Plan on such date shall not affect the validity of any Award outstanding on the date of termination, which shall continue to be governed by the\napplicable terms and conditions of this Plan. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten (10) years after the earlier of (a) adoption of this Plan by the Board, or (b) the Plan Effective\nDate."} +{"idx": 62, "level": 1, "span": "2017 AFI PSU CASH | CASH FLOW"} +{"idx": 62, "level": 1, "span": "(Non-US China)"} +{"idx": 62, "level": 1, "span": "ARMSTRONG FLOORING, INC.\n2500 Columbia Ave., P.O. Box 3025\nLancaster, PA 17604\n717.672.9611"} +{"idx": 62, "level": 1, "span": "EXHIBIT B"} +{"idx": 62, "level": 2, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 62, "level": 2, "span": "2016 LONG-TERM INCENTIVE PLAN"} +{"idx": 62, "level": 2, "span": "PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT"} +{"idx": 62, "level": 0, "span": "TERMS AND CONDITIONS\n1.Grant.\n(a)    Subject to the terms set forth below, Armstrong Flooring, Inc. (the “Company”) has granted to the designated employee (the “Grantee”) two target awards (the “Target Award”) of performance-based restricted stock units (the “Performance Units”) as specified in the 2017 Long-Term Performance Restricted Stock Unit Grant Letters to which these Grant Conditions relate (the “Grant Letters”). The “Date of Grant” is March 7, 2017. The Performance Units are Stock Units that relate to common stock of the Company (“Company Stock”) and entitle the Grantee to receive a cash bonus payment from the Grantee’s employer subject to the terms set forth below.\n(b)    The Performance Units shall be earned, vested and payable if and to the extent that the Cumulative Free Cash Flow and Cumulative EBITDA performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met. The “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019.\n(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters. This grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan.\n2.    Performance Goals; Vesting.\n(a)    The Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through December 31, 2019 (the “Vesting Date”). The Performance Goals shall be earned based on attainment of the Performance Goals and shall vest based on the Grantee’s continued employment through the Vesting Date, or as otherwise provided below.\n(b)    After the end of the Performance Period, the Management Development and Compensation Committee (the “Committee”) will determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units. The Grantee can earn up to 200% of the Target Award based on\nattainment of the Performance Goals, as set forth in the Grant Letters. Earned and vested Performance Units shall be payable as described in Section 5.\n(c)    If a Change in Control occurs, the amount earned with respect to the Performance Units shall be determined as of the date of the Change in Control as described in the Grant Letters. The earned Performance Units shall continue to vest based on the Grantee’s continued employment through the Vesting Date, except as otherwise provided herein. Earned and vested Performance Units shall be payable as described in Section 5. Notwithstanding the foregoing, if the Performance Units are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Units shall vest as of the date of the Change in Control, and such earned and vested Performance Units shall be paid as of the date of the Change in Control if the Change in Control is a 409A CIC (as defined below) and if permitted by the plan termination provisions of the regulations under section 409A of the Code. If payment at the date of the Change in Control is not permitted under section 409A, the earned and vested Performance Units shall be payable as described in Section 5.\n(d)    Except as described below, no Performance Units shall be earned prior to the Committee’s determination of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Units shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination.\n3.    Termination of Employment.\n(a)    General Rule. Except as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Units shall be forfeited as of the termination date and shall cease to be outstanding.\n(b)    “55 / 5” Rule Termination. If, after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of a “55 / 5” Rule Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period; provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(c)    Involuntary Termination before a Change in Control. If, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date,\nthe Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period, provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(d)    Death or Long-Term Disability Before a Change in Control. If, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(e)    Involuntary Termination, Death and Disability on or after a Change in Control. If the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Units earned as of the Change in Control date as described in the Grant Letters.\n(f)    Coordination of Provisions. If the Grantee terminates employment in a termination that is both a “‘55 / 5’ Rule Termination” and an Involuntary Termination, the termination shall be treated as an Involuntary Termination for purposes of the Grant Condition and Grant Letters.\n4.    Definitions. For purposes of these Grant Conditions and the Grant Letters:\n(a)    “‘55 / 5’ Rule Termination” shall mean the Grantee’s termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer.\n(b)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer.\n(c)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause.\n(d)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan.\n5.    Payment.\n(a)    Except as provided below, after the end of the Performance Period, if the Committee certifies that the Performance Goals and other conditions to payment of the Performance Units have been met, the Company shall cause the Grantee’s employer to make a cash payment to the Grantee, payable in local currency, equal to the Fair Market Value of the shares of Company Stock underlying the earned and vested Performance Units, subject to applicable withholding for Taxes (as defined below) and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan. The Fair Market Value of the shares shall be determined as of the date immediately before the payment date. The cash payment for earned and vested Performance Units shall be made between April 1, 2020 and April 30, 2020, except as provided below. All unpaid Performance Units shall be forfeited in the event of termination for Cause.\n(b)    If the Grantee’s employment terminates for any reason other than Cause upon or within two years after a Change in Control that meets the requirements of a 409A CIC, the Company shall cause the Grantee’s employer to make a cash payment to the Grantee, payable in local currency, equal to the Fair Market Value of the shares of Company Stock underlying the earned and vested Performance Units within 60 days after the termination date, subject to applicable withholding for Taxes and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan. The Fair Market Value of the shares shall be determined as of the date immediately before the payment date. If a Change in Control does not meet the requirements of a 409A CIC, the Grantee’s earned and vested Performance Units shall be paid at the date described in subsection (a).\n6.    Dividend Equivalents. Dividend Equivalents shall accrue with respect to Performance Units and shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Units to which they relate. Dividend Equivalents shall be credited on the Performance Units when dividends are declared on shares of Company Stock from the Date of Grant until the payment date for the vested\nPerformance Units. The Company will keep records of Dividend Equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Vested Dividend Equivalents shall be paid in cash at the same time and subject to the same terms as the underlying vested Performance Units. If and to the extent that the underlying Performance Units are forfeited, all related Dividend Equivalents shall also be forfeited.\n7.    No Stockholder Rights. No shares of Company Stock shall be issued to the Grantee with respect to the Performance Units, and the Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Performance Units.\n8.    No Right to Continued Employment. The grant of Performance Units shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time.\n9.    Incorporation of Plan by Reference. The Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Units constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Units shall be final and binding on the Grantee and any other person claiming an interest in the Performance Units.\n10.    Withholding Taxes.\n(a)    The Employer shall have the right, and the Grantee hereby authorizes the Employer, to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes, social insurance, payroll tax, contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the Performance Units (the “Taxes”).\n(b)    Regardless of any action the Employer takes with respect to any such Taxes, the Grantee acknowledges that the ultimate liability for all such Taxes legally due by the Grantee is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Employer. The Grantee further acknowledges that the Employer (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Performance Units, including the grant, vesting or settlement of the Performance Units and the receipt of any Dividend Equivalents; and (ii) does not commit to structure the terms of the grant or any aspect of the Performance Units to reduce or eliminate the Grantee’s liability for Taxes. Further, if the Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Grantee acknowledges that the Employer (or the Grantee’s\nformer employer, as applicable) may be required to collect, withhold or account for Taxes in more than one jurisdiction.\n11.    Company Policies. All amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time.\n12.    Assignment. The Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Units, except to a successor grantee in the event of the Grantee’s death.\n13.    Section 409A. The Grant Letters and these Grant Conditions are intended to comply with section 409A of the Code or an exemption, consistent with Section 20(h) of the Plan, including the six-month delay for specified employees in accordance with the requirements of section 409A of the Code, if applicable. In furtherance of the foregoing, if the Performance Units or related Dividend Equivalents constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Units and related Dividend Equivalents shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder.\n14.    Successors. The provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event.\n15.    Governing Law. The validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle.\n16.    No Entitlement or Claims for Compensation. In connection with the acceptance of the grant of the Performance Units under the Grant Letters and these Grant Conditions, the Grantee acknowledges the following:\n(a)    the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time;\n(b)    the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past;\n(c)    all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee;\n(d)    the Grantee is voluntarily participating in the Plan;\n(e)    the Performance Units and any payments thereunder are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee’s employer) and which are outside the scope of the Grantee’s employment contract, if any;\n(f)    the Performance Units and any payments thereunder are not to be considered part of the Grantee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;\n(g)    the Performance Units and any payments thereunder are not intended to replace any pension rights or compensation;\n(h)    the grant of Performance Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer;\n(i)    the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the Performance Units; and\n(j)    the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee’s cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee’s employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee’s ceasing to have rights under or be entitled to receive payment under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee shall be deemed to have irrevocably waived the Grantee’s entitlement to pursue such rights or claim.\n17.    Data Privacy.\n(a)    The Grantee hereby explicitly, willingly and unambiguously consents to the collection, systematization, accumulation, storage, blocking, destruction, use, disclosure and transfer, in electronic or other form, of the Grantee’s personal data as described in these Grant Conditions by and among, as applicable, the Grantee’s employer, the Company or its subsidiaries or affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.\n(b)    The Grantee understands that the Grantee’s employer, the Company or its subsidiaries or affiliates, as applicable, hold certain personal information and sensitive personal information about the Grantee regarding the Grantee’s employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its subsidiaries or affiliates and details of all awards in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”).\n(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative. "} +{"idx": 62, "level": 4, "span": "* * *"} +{"idx": 62, "level": 4, "span": "(a)    Subject to the terms set forth below, Armstrong Flooring, Inc\n(the “Company”) has granted to the designated employee (the “Grantee”) two target awards (the “Target Award”) of performance-based restricted stock units (the “Performance Units”) as specified in the 2017 Long-Term Performance Restricted Stock Unit Grant Letters to which these Grant Conditions relate (the “Grant Letters”). The “Date of Grant” is March 7, 2017. The Performance Units are Stock Units that relate to common stock of the Company (“Company Stock”) and entitle the Grantee to receive a cash bonus payment from the Grantee’s employer subject to the terms set forth below."} +{"idx": 62, "level": 4, "span": "(b)    The Performance Units shall be earned, vested and payable if and to the extent that the Cumulative Free Cash Flow and Cumulative EBITDA performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met\nThe “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019."} +{"idx": 62, "level": 4, "span": "(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters\nThis grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan."} +{"idx": 62, "level": 3, "span": "2.    Performance Goals; Vesting."} +{"idx": 62, "level": 4, "span": "(a)    The Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through December 31, 2019 (the “Vesting Date”)\nThe Performance Goals shall be earned based on attainment of the Performance Goals and shall vest based on the Grantee’s continued employment through the Vesting Date, or as otherwise provided below."} +{"idx": 62, "level": 4, "span": "(b)    After the end of the Performance Period, the Management Development and Compensation Committee (the “Committee”) will determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units\nThe Grantee can earn up to 200% of the Target Award based on"} +{"idx": 62, "level": 4, "span": "(c)    If a Change in Control occurs, the amount earned with respect to the Performance Units shall be determined as of the date of the Change in Control as described in the Grant Letters\nThe earned Performance Units shall continue to vest based on the Grantee’s continued employment through the Vesting Date, except as otherwise provided herein. Earned and vested Performance Units shall be payable as described in Section 5. Notwithstanding the foregoing, if the Performance Units are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Units shall vest as of the date of the Change in Control, and such earned and vested Performance Units shall be paid as of the date of the Change in Control if the Change in Control is a 409A CIC (as defined below) and if permitted by the plan termination provisions of the regulations under section 409A of the Code. If payment at the date of the Change in Control is not permitted under section 409A, the earned and vested Performance Units shall be payable as described in Section 5."} +{"idx": 62, "level": 4, "span": "(d)    Except as described below, no Performance Units shall be earned prior to the Committee’s determination of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Units shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination."} +{"idx": 62, "level": 3, "span": "3.    Termination of Employment."} +{"idx": 62, "level": 4, "span": "(a)    General Rule\nExcept as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Units shall be forfeited as of the termination date and shall cease to be outstanding."} +{"idx": 62, "level": 4, "span": "(b)    “55 / 5” Rule Termination\nIf, after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of a “55 / 5” Rule Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period; provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5."} +{"idx": 62, "level": 4, "span": "(c)    Involuntary Termination before a Change in Control\nIf, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date,"} +{"idx": 62, "level": 4, "span": "(d)    Death or Long-Term Disability Before a Change in Control\nIf, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5."} +{"idx": 62, "level": 4, "span": "(e)    Involuntary Termination, Death and Disability on or after a Change in Control\nIf the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Units earned as of the Change in Control date as described in the Grant Letters."} +{"idx": 62, "level": 4, "span": "(f)    Coordination of Provisions\nIf the Grantee terminates employment in a termination that is both a “‘55 / 5’ Rule Termination” and an Involuntary Termination, the termination shall be treated as an Involuntary Termination for purposes of the Grant Condition and Grant Letters."} +{"idx": 62, "level": 3, "span": "4.    Definitions\nFor purposes of these Grant Conditions and the Grant Letters:"} +{"idx": 62, "level": 4, "span": "(a)    “‘55 / 5’ Rule Termination” shall mean the Grantee’s termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer."} +{"idx": 62, "level": 4, "span": "(b)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer."} +{"idx": 62, "level": 4, "span": "(c)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause."} +{"idx": 62, "level": 4, "span": "(d)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan."} +{"idx": 62, "level": 3, "span": "5.    Payment."} +{"idx": 62, "level": 4, "span": "(a)    Except as provided below, after the end of the Performance Period, if the Committee certifies that the Performance Goals and other conditions to payment of the Performance Units have been met, the Company shall cause the Grantee’s employer to make a cash payment to the Grantee, payable in local currency, equal to the Fair Market Value of the shares of Company Stock underlying the earned and vested Performance Units, subject to applicable withholding for Taxes (as defined below) and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan\nThe Fair Market Value of the shares shall be determined as of the date immediately before the payment date. The cash payment for earned and vested Performance Units shall be made between April 1, 2020 and April 30, 2020, except as provided below. All unpaid Performance Units shall be forfeited in the event of termination for Cause."} +{"idx": 62, "level": 4, "span": "(b)    If the Grantee’s employment terminates for any reason other than Cause upon or within two years after a Change in Control that meets the requirements of a 409A CIC, the Company shall cause the Grantee’s employer to make a cash payment to the Grantee, payable in local currency, equal to the Fair Market Value of the shares of Company Stock underlying the earned and vested Performance Units within 60 days after the termination date, subject to applicable withholding for Taxes and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan\nThe Fair Market Value of the shares shall be determined as of the date immediately before the payment date. If a Change in Control does not meet the requirements of a 409A CIC, the Grantee’s earned and vested Performance Units shall be paid at the date described in subsection (a)."} +{"idx": 62, "level": 3, "span": "6.    Dividend Equivalents\nDividend Equivalents shall accrue with respect to Performance Units and shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Units to which they relate. Dividend Equivalents shall be credited on the Performance Units when dividends are declared on shares of Company Stock from the Date of Grant until the payment date for the vested"} +{"idx": 62, "level": 3, "span": "7.    No Stockholder Rights\nNo shares of Company Stock shall be issued to the Grantee with respect to the Performance Units, and the Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Performance Units."} +{"idx": 62, "level": 3, "span": "8.    No Right to Continued Employment\nThe grant of Performance Units shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time."} +{"idx": 62, "level": 3, "span": "9.    Incorporation of Plan by Reference\nThe Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Units constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Units shall be final and binding on the Grantee and any other person claiming an interest in the Performance Units."} +{"idx": 62, "level": 3, "span": "10.    Withholding Taxes."} +{"idx": 62, "level": 4, "span": "(a)    The Employer shall have the right, and the Grantee hereby authorizes the Employer, to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes, social insurance, payroll tax, contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the Performance Units (the “Taxes”)."} +{"idx": 62, "level": 4, "span": "(b)    Regardless of any action the Employer takes with respect to any such Taxes, the Grantee acknowledges that the ultimate liability for all such Taxes legally due by the Grantee is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Employer\nThe Grantee further acknowledges that the Employer (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Performance Units, including the grant, vesting or settlement of the Performance Units and the receipt of any Dividend Equivalents; and (ii) does not commit to structure the terms of the grant or any aspect of the Performance Units to reduce or eliminate the Grantee’s liability for Taxes. Further, if the Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Grantee acknowledges that the Employer (or the Grantee’s"} +{"idx": 62, "level": 3, "span": "11.    Company Policies\nAll amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time."} +{"idx": 62, "level": 3, "span": "12.    Assignment\nThe Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Units, except to a successor grantee in the event of the Grantee’s death."} +{"idx": 62, "level": 3, "span": "13.    Section 409A\nThe Grant Letters and these Grant Conditions are intended to comply with section 409A of the Code or an exemption, consistent with Section 20(h) of the Plan, including the six-month delay for specified employees in accordance with the requirements of section 409A of the Code, if applicable. In furtherance of the foregoing, if the Performance Units or related Dividend Equivalents constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Units and related Dividend Equivalents shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder."} +{"idx": 62, "level": 3, "span": "14.    Successors\nThe provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event."} +{"idx": 62, "level": 3, "span": "15.    Governing Law\nThe validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle."} +{"idx": 62, "level": 3, "span": "16.    No Entitlement or Claims for Compensation\nIn connection with the acceptance of the grant of the Performance Units under the Grant Letters and these Grant Conditions, the Grantee acknowledges the following:"} +{"idx": 62, "level": 4, "span": "(a)    the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time;"} +{"idx": 62, "level": 4, "span": "(b)    the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past;"} +{"idx": 62, "level": 4, "span": "(c)    all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee;"} +{"idx": 62, "level": 4, "span": "(d)    the Grantee is voluntarily participating in the Plan;"} +{"idx": 62, "level": 4, "span": "(e)    the Performance Units and any payments thereunder are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee’s employer) and which are outside the scope of the Grantee’s employment contract, if any;"} +{"idx": 62, "level": 4, "span": "(f)    the Performance Units and any payments thereunder are not to be considered part of the Grantee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;"} +{"idx": 62, "level": 4, "span": "(g)    the Performance Units and any payments thereunder are not intended to replace any pension rights or compensation;"} +{"idx": 62, "level": 4, "span": "(h)    the grant of Performance Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer;"} +{"idx": 62, "level": 5, "span": "(i)    the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty\nThe Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the Performance Units; and"} +{"idx": 62, "level": 4, "span": "(j)    the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee’s cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee’s employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee’s ceasing to have rights under or be entitled to receive payment under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise\nIf, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee shall be deemed to have irrevocably waived the Grantee’s entitlement to pursue such rights or claim."} +{"idx": 62, "level": 3, "span": "17.    Data Privacy."} +{"idx": 62, "level": 4, "span": "(a)    The Grantee hereby explicitly, willingly and unambiguously consents to the collection, systematization, accumulation, storage, blocking, destruction, use, disclosure and transfer, in electronic or other form, of the Grantee’s personal data as described in these Grant Conditions by and among, as applicable, the Grantee’s employer, the Company or its subsidiaries or affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan."} +{"idx": 62, "level": 4, "span": "(b)    The Grantee understands that the Grantee’s employer, the Company or its subsidiaries or affiliates, as applicable, hold certain personal information and sensitive personal information about the Grantee regarding the Grantee’s employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its subsidiaries or affiliates and details of all awards in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”)."} +{"idx": 62, "level": 4, "span": "(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country\nThe Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative."} +{"idx": 63, "level": 1, "span": "CRUDE OIL GATHERING AGREEMENT"} +{"idx": 63, "level": 1, "span": "BY AND BETWEEN"} +{"idx": 63, "level": 1, "span": "ROSEHILL OPERATING COMPANY, LLC, AS PRODUCER"} +{"idx": 63, "level": 1, "span": "AND"} +{"idx": 63, "level": 1, "span": "GATEWAY GATHERING\nAND MARKETING COMPANY, AS GATHERER"} +{"idx": 63, "level": 1, "span": "TABLE OF CONTENTS"} +{"idx": 63, "level": 1, "span": "TABLE OF CONTENTS"} +{"idx": 63, "level": 1, "span": "TABLE OF CONTENTS"} +{"idx": 63, "level": 0, "span": "CRUDE OIL GATHERING AGREEMENT\nThis Crude Oil Gathering Agreement is made and entered into on April 27, 2017 (together with each Agreement Addendum and the Exhibits hereto, this\n“Agreement”), but is effective as of April 27, 2017 (the “Effective Date”) by and between Rosehill Operating Company, LLC, a Delaware limited liability company (“Producer”), and Gateway Gathering and Marketing\nCompany, a Maryland corporation (“Gatherer”). Producer and Gatherer may be referred to individually as “Party” or collectively as “Parties.”"} +{"idx": 63, "level": 1, "span": "Recitals:\nA.    Producer owns rights, title and interests in certain oil and gas leases and other interests located within the Dedication Area\n(defined below) that require services related to the gathering of hydrocarbons.\nB.    Producer wishes to obtain such gathering\nservices from Gatherer pursuant to this Agreement.\nC.    Producer desires to dedicate all crude oil it owns or Controls that is\nattributable to its right, title, and interest in certain oil and gas leases and other interests located within the Dedication Area to the System (defined below).\nD.    Gatherer owns and operates an Individual System that gathers Product from certain oil and gas leases and other interests."} +{"idx": 63, "level": 1, "span": "Agreements:\nNOW, THEREFORE, in\nconsideration of the mutual agreements in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Gatherer and Producer hereby agree as follows:"} +{"idx": 63, "level": 2, "span": "ARTICLE 1"} +{"idx": 63, "level": 2, "span": "DEFINITIONS\nSection 1.1 Definitions. As used in this Agreement, the following capitalized terms shall have the meanings ascribed to\nthem below:\n“Abandonment Date” has the meaning given to it in Section 3.2(d).\n“Additional/Accelerated Well” has the meaning given to it in Section 3.2(c).\n“Adequate Assurance of Performance” has the meaning given to it in Section 10.3.\n“Adjustment Year” has the meaning given to it in Section 6.2(a)(ii).\n“Administrator” has the meaning given to it in Section 7.1(f).\n“Affiliate” means, with respect to any Person, any other Person that directly,\nor indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person. Producer and Gatherer and Raven Gathering System, LLC shall not be considered Affiliates of each other for purposes of\nthis Agreement, except for Section 2.2(b).\n“Affiliate Entity” means any Affiliate to whom Gatherer assigns its rights\nand obligations under this Agreement.\n“Affiliate Entity Dedicated Properties” has the meaning given to it in Section\n16.1(a)(ii).\n“Agreement” has the meaning set forth in the preamble hereof.\n“Agreement Addendum” means an Agreement Addendum by and between Producer and Gatherer that expressly states that it is\ngoverned by this Agreement.\n“Agreement Addenda” shall be the collective reference to each Agreement Addendum then in\neffect.\n“Associated Water” means water that is produced with Producer’s owned or Controlled Product and delivered\nwith such Product to the System at the Receipt Point, which Gatherer will separate (if and to the degree required) from such Product prior to the redelivery of such Product to Producer at the Delivery Point; provided that from and after the point\nthat such water has been separated from such Product (such term, in this context, used excluding Associated Water) and delivered into the Water System, such water shall cease to be Associated Water hereunder and shall be deemed to be Produced Water.\n“Barrel” means a quantity consisting of forty-two Gallons.\n“Beneficiary” has the meaning given to it in Section 4.1(g).\n“BS&W” means basic sediment and water (which for the avoidance of doubt, includes both Associated Water and Produced\nWater).\n“Business Day” means a Day (other than a Saturday or Sunday) on which commercial banks in the State of Texas are\ngenerally open for business.\n“Cancellation Date” has the meaning given to it in Section 3.1(c).\n“Claiming Party” has the meaning given to it in the definition of “Force Majeure”.\n“Communications” has the meaning given to it in Section 17.2.\n“Conditional Amount” has the meaning set forth in Section 10.1(a).\n“Conflicting Dedication” means any gathering agreement, commitment, or arrangement (including any volume commitment) that\nrequires Producer’s owned Product or Product that Producer Controls to be trucked from or sold to a Third Party at the lease or to be gathered on any gathering system or similar system other than the System, including any such agreement,\ncommitment, or\narrangement burdening properties hereinafter acquired by Producer in the Dedication Area. No dedication of acreage shall constitute a Conflicting Dedication if Producer’s requirement under\nsuch dedication is to deliver Product from the tailgate of the System or any other point that is a Delivery Point hereunder.\n“Control” (including the term “Controlled”) means (a) with respect to any Person, the possession,\ndirect or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise and (b) with respect to any Product, such Product produced\nfrom the Dedication Area and owned by a Third Party or an Affiliate and with respect to which Producer has the contractual right or obligation (pursuant to a marketing, agency, operating, unit, or similar agreement) to market such Product and\nProducer elects or is obligated to market such Product on behalf of the applicable Third Party or Affiliate.\n“Credit-Worthy\nPerson” means a Person with a senior unsecured and credit-unenhanced long term debt rating equivalent to A- or better as determined by at least two rating agencies, one of which must be either\nStandard & Poor’s or Moody’s (or if either one or both are not available, equivalent ratings from alternate rating sources reasonably acceptable to Gatherer).\n“Day” means a period of time beginning at 12:00 a.m. (midnight) Central Time on a calendar day and ending at 12:00 a.m.\n(midnight) Central Time on the succeeding calendar day. The term “Daily” shall have the correlative meaning.\n“Dedicated\nProduction” means (a) Product owned by Producer or an Affiliate of Producer and produced from a Well within the Dedication Area that is operated by Producer or an Affiliate of Producer, (b) Product produced within the Dedication\nArea that is owned by a Third Party and under the Control of Producer, and (c) Purchased Dedicated Production.\n“Dedicated\nProperties” means the interests held by Producer or its Affiliates in the oil and/or gas leases, mineral interests, and other similar interests as of the Effective Date or acquired by Producer or its Affiliates after the Effective Date that\nrelate to land within the Dedication Area. Notwithstanding the foregoing, any interest that is permanently released pursuant to Section 2.4(a) or otherwise shall cease to be included in this definition of “Dedicated Properties” immediately\nupon the effectiveness of such permanent release.\n“Dedications” means the Product Dedication and the Real Property\nDedication together, and “Dedication” means the Product Dedication or the Real Property Dedication, as applicable.\n“Dedication Area” means the area described on Exhibit A, including any additions or supplements to such Exhibit after the\nEffective Date and when the context requires.\n“Delivery Point” means the point at which custody transfers from Gatherer\nto or for the account of Producer. The custody transfer point may include (a) the facilities of a Downstream Facility, (b) trucks, (c) the facilities of an oil processing facility or (d) any other point as may be mutually agreed\nbetween the Parties. The Delivery Points for each Individual System in existence on the Effective Date shall be set forth in writing between Producer and Gatherer, and additional points may become Delivery Points hereunder upon mutual agreement of\nthe Parties as construction is completed on additional facilities in satisfaction of the needs identified by Producer and the Parties shall continuously update the list of Delivery Points by mutual agreement.\n“Development Report” has the meaning given to it in Section 3.1(a).\n“Downstream Facility” means any pipeline downstream of any Delivery Point on the System.\n“Drilling Unit” means the area fixed for the drilling of one Well by order or rule of any applicable Governmental Authority,\nor (if no such order or rule is applicable) the area fixed for the drilling of a Well or Planned Well reasonably established by the pattern of drilling in the applicable area or otherwise established by Producer in its reasonable discretion.\n“Drip Condensate” means that portion of Gas owned or Controlled by Producer received into the Gas System (without manual\nseparation or injection) that condenses in the Gas System, and is recovered from the Gas System by Gatherer. If at any time Gatherer is not providing gathering services to Producer in the Dedication Area with respect to Gas, there will be no Drip\nCondensate delivered into the Individual System.\n“Effective Date” has the meaning given to it in the preamble of this\nAgreement.\n“Escalation Percentage” means 3.0%.\n“Excluded Amounts” means Gatherer’s general and administrative costs and any costs for design or construction of\nfacilities that can be used to connect other Planned Wells or Planned Separator Facilities in the Development Report that Producer at such time intends to develop.\n“Facility Segment” means each segment of an Individual System comprised of facilities beginning at a Receipt Point and ending\nat a Delivery Point. If an Individual System does not contain any such distinct segment, then the term Facility Segment shall be synonymous with Individual System.\n“First Development Report” means the first Development Report delivered by Producer to Gatherer that satisfies the\nrequirements for a Development Report in Section 3.1(a) and Section 3.1(b).\n“Flash Gas” means any gas that has been\nvaporized from Product resulting from the gathering and treating of Product in the Individual System pursuant to this Agreement and has been collected by Gatherer.\n“Force Majeure” means an event that is not within the reasonable control of the Party claiming suspension (the “Claiming\nParty”), and that by the exercise of reasonable due diligence the Claiming Party is unable to avoid or overcome in a reasonable manner. To the extent meeting the foregoing requirements, Force Majeure includes: (a) acts of God;\n(b) wars (declared or undeclared); (c) insurrections, hostilities, riots; (d) floods, droughts, fires, storms, storm warnings, landslides, lightning, earthquakes, washouts; (e) industrial disturbances, acts of a public enemy, acts of\nterror, sabotage, blockades, epidemics; (f) arrests and restraints of rulers and peoples; (g) civil disturbances; (h) explosions, breakage or accidents to machinery or lines of pipe; (i) hydrate obstruction or blockages of any\nkind in lines of pipe; (j) freezing of wells or delivery facilities, partial or entire failure of wells, and\nother events beyond the reasonable control of the Claiming Party that affect the timing of production or production levels; (k) action or restraint by court order or any Governmental\nAuthority (so long as the Claiming Party has not applied for or assisted in the application for, and has opposed where and to the extent commercially reasonable, such action or restraint), (l) delays or failures by a Governmental Authority to grant\nPermits applicable to the System (or any Individual System) so long as the Claiming Party has used its commercially reasonable efforts to promptly make any and all required filings with such Governmental Authority relating to such Permits, and\n(m) delays or failures by the Claiming Party to obtain easements and rights of way, surface leases and other real property interests related to the System (or any Individual System) from Third Parties, so long as the Claiming Party has used its\ncommercially reasonable efforts to obtain such easements and rights of way, surface leases and other real property interests. The failure of a Claiming Party to settle or prevent a strike or other labor dispute with employees shall not be considered\nto be a matter within such Claiming Party’s control.\n“Gallon” means one U.S. Standard gallon measured at 60 degrees\nFahrenheit.\n“Gas” means any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons,\nincluding Flash Gas and, unless otherwise expressly provided herein, liquefiable hydrocarbons, and including inert and noncombustible gases, produced in the Dedication Area.\n“Gas System” means the Gas gathering system providing Gas gathering services to Producer.\n“Gatherer” has the meaning set forth in the preamble of this Agreement.\n“Gatherer Group” means Gatherer, its Affiliates, and the directors, officers, employees, and agents, of Gatherer and its\nAffiliates; including Raven Pipeline even though Raven holds no equity in Gatherer.\n“Governmental Authority” means any\nfederal, state, local, municipal, tribal or other government; any governmental, regulatory (including self-regulatory) or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive,\njudicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.\n“Group” means (a) with respect to Gatherer, the Gatherer Group, and (b) with respect to Producer, the Producer\nGroup.\n“Increase in Fee” has the meaning given to it in Section 6.2(b).\n“Individual Fee” means the rate for each Individual System set forth on Exhibit C.\n“Individual System” means the portion of the System beginning at the Receipt Points described on the applicable Agreement\nAddendum and ending at the Delivery Points described on the applicable Agreement Addendum. The Individual Systems in existence on the Effective Date are more particularly described in the applicable Agreement Addendum. Additional Individual Systems\nmay be added to the System from time to time in satisfaction of the needs identified by Producer and evidenced in writing between Producer and Gatherer.\n“Initial Term” has the meaning given to it in Section 8.1.\n“Interest Rate” means, on the applicable date of determination, the prime rate (as published in the “Money Rates”\ntable of The Wall Street Journal, eastern edition, or if such rate is no longer published in such publication or such publication ceases to be published, then as published in a similar national business publication as mutually agreed by the\nParties) plus an additional two percentage points (or, if such rate is contrary to any applicable Law, the maximum rate permitted by such applicable Law).\n“Inventory Account” has the meaning given to it in Section 5.4(f).\n“Invoice Month” has the meaning given to it in Section 10.1(a).\n“Law” means any applicable statute, law, rule, regulation, ordinance, order, code, ruling, writ, injunction, decree or other\nofficial act of or by any Governmental Authority.\n“Loss” or “Losses” means any actions, claims, causes\nof action (including actions in rem or in personam), settlements, judgments, demands, liens, encumbrances, losses, damages, fines, penalties, interest, costs, liabilities, expenses (including expenses attributable to the defense of any actions or\nclaims and attorneys’ fees) of any kind or character, including Losses for bodily injury, death, or property damage, whether under judicial proceedings, administrative proceedings or otherwise, and under any theory of tort, contract, breach of\ncontract, breach of representation or warranty (express or implied) or by reason of the conditions of the premises of or attributable to any Person or Person or any Party or Parties.\n“Measurement Device” means the lease automatic custody transfer, coriolis, or other metering device or equipment which, along\nwith application of test results (e.g. shrinkage factors, BS&W factors, meter proves, etc), as required for the Individual System, measure the amount of oil, water, and BS&W, all of which shall conform to industry standards and government\nregulations, as further described in Article 4.\n“Measurement Point” means the Measurement Device that the Parties have\nagreed in writing will measure the volume of Product moving through the Individual System.\n“Meetings of Senior\nManagement” means meetings between senior members of management of Gatherer and Producer, or, if applicable, senior members of management of an Affiliate of Gatherer or Producer, respectively, that Controls such entity.\n“Modifications” has the meaning given to it in Section 3.1(c).\n“Month” means a period of time from 7:00 a.m. Central Time on the first Day of a calendar month until 7:00 a.m. Central Time\non the first Day of the next succeeding calendar month. The term “Monthly” shall have the correlative meaning.\n“Monthly\nLoss/ Gain Report” means, with respect to any Invoice Month, the report delivered pursuant to Section 10.1(c), which shall include statements of the following with respect to such Invoice Month: (a) the System Gains/Losses,\n(b) the Other System Fuel used by Gatherer in the\noperation of the Individual System, (c) the Associated Water returned to Producer, and (d) to the extent required by a writing signed by Producer and Gatherer, the Drip Condensate, the\nRecovered Oil and Flash Gas recovered by Gatherer and returned to Producer. With respect to any allocated volumes (specifically, those described in clauses (c) and, if applicable, (d)), the information included shall be of sufficient detail\nsuch that Producer may verify that the allocation procedures then in effect for the applicable Invoice Month were applied.\n“Moody’s” means Moody’s Investors Service, Inc., or any successor to its statistical rating business.\n“Net Standard Volume” means, with respect to Product, the gross standard volume, excluding BS&W. For purposes of this\ndefinition, the following terms have the definitions set forth below:\n1.    “Indicated Volume” means\nthe change in meter reading which occurs during a receipt or delivery (Indicated Volume = closed meter reading - open meter reading).\n2.    “Gross Volume” means the Indicated Volume multiplied by the meter factor for the particular liquid\nand flow rate under which the meter was proved.\n3.    “Gross Standard Volume” means the Gross\nVolume, corrected for base gravity, at standard temperature corrected to standard pressure.\n“Oil Quality” means the\ninherent characteristics of Product as determined by measurement or tests including BS&W, API gravity, sulfur content, viscosity, pour point, wax crystallization temperature, metals content, and similar characteristics.\n“On-Line Deadline” has the meaning given to it in Section 3.2(b).\n“Other System Fuel” means any (a) Gas delivered by Producer to Gatherer pursuant to a Transaction Document between\nProducer and Gatherer related to gas gathering services, or (b) Flash Gas, in each case, measured and used as fuel by Gatherer.\n“Owner” has the meaning given to it in Section 4.1(g).\n“Party” or “Parties” has the meaning set forth in the preamble of this Agreement.\n“Period of Five Years” means, with respect to any report delivered hereunder, the period from the first Day of the fiscal\nquarter during which such report is required to be delivered until the fifth anniversary thereof.\n“Period of Three\nYears” means, with respect to any report delivered hereunder, the period beginning on the first Day of the fiscal quarter during which such report is required to be delivered and ending 36 Months after such date.\n“Permits” means any permit, license, approval, or consent from a Governmental Authority.\n“Person” means any individual, corporation, company, partnership, limited partnership, limited liability company, trust,\nestate, Governmental Authority, or any other entity.\n“Planned Separator Facility” has the meaning given to it in Section 3.1(b)(i).\n“Planned Well” has the meaning given to it in Section 3.1(b)(i).\n“Produced Water” means water that is produced as a byproduct of Producer’s operation of the Wells that are located in\nthe Dedication Area; provided that any water that is Associated Water shall not constitute Produced Water hereunder until such time as it has been separated from Product and ceases being Associated Water. The term “Produced Water” shall\nrefer to all water that is in the Water System, whether such water is in the form of saltwater or water that has completed the recycling and treating processes.\n“Producer” has the meaning set forth in the first paragraph hereof.\n“Producer Group” means Producer, its Affiliates, and the directors, officers, employees, and agents of Producer and its\nAffiliates.\n“Producer Line Fill” has the meaning given to it in Section 5.4(f)(i).\n“Producer Meters” means any Measurement Device owned and operated by Producer (or caused to be installed or operated by\nProducer).\n“Product” means the crude oil produced from oil or gas wells, in its natural form, which may include\nAssociated Water and Flash Gas naturally produced therewith.\n“Product Dedication” means the dedication and commitment\nmade by Producer pursuant to Section 2.1(a). “Psig” means pounds per square inch gauge.\n“Purchased Dedicated\nProduction” means Product produced by a Third Party that (a) either (i) has been purchased by Producer or (ii) the Parties have mutually agreed should be considered “Dedicated Production,” and (b) for which the\nParties have agreed upon a Receipt Point for delivery into the Individual System.\n“Real Property Dedication” means the\ndedication and commitment made by Producer pursuant to the first sentence in Section 2.1(b).\n“Receipt Point” means the\npoint at which custody transfers from Producer to Gatherer. The custody transfer point may include: (a) with respect to any Well serviced by a Separator Facility, each of the connecting flanges on the System located at or near such Separator\nFacility, which flanges connect such Separator Facility to the System, (b) with respect to any Well that is not serviced by a Separator Facility, each of the connecting flanges on the System that connect the Producer’s line to the System,\n(c) with respect to any Product delivered to an Individual System by truck, the applicable truck unload facility or (d) any other point as may be mutually agreed between the Parties. The Receipt Points in existence on the Effective Date\nshall be set forth in writing between Producer and Gatherer, and additional points may become Receipt Points hereunder upon mutual agreement of the Parties as construction is completed on additional facilities in satisfaction of the needs identified\nby Producer and the Parties shall continuously update the list of Receipt Points by mutual agreement.\n“Recovered Oil” means that portion of Product Controlled by Producer received\ninto the Water System that is recovered by Gatherer. If at any time Gatherer is not providing gathering services to Producer in the Dedication Area with respect to Produced Water, there will be no Recovered Oil delivered into the Individual System.\n“Redetermination Deadline” has the meaning given to it in Section 6.2(a)(ii).\n“Redetermination Proposal” has the meaning given to it in Section 6.2(a)(i).\n“Redetermined Individual Fee” has the meaning given to it in Section 6.2(a)(i).\n“Reimbursed Amount” has the meaning given to it in Section 10.1(a).\n“Rules” has the meaning given to it in Section 17.6.\n“Separator Facility” means the surface facility where the Product produced from one or more Wells in the Dedication Area is\ncollected and gas and Associated Water are separated from the Product. A Separator Facility may be known by Gatherer as an econode but may also refer to a well pad or other facility from which Product is delivered into the System.\n“Services” means: (a) the receipt of Producer’s owned or Controlled Product (including Associated Water and Flash\nGas, as applicable in the approved System Plan) at the Receipt Points; (b) the receipt of Producer’s owned or Controlled Recovered Oil, (c) the gathering of such Product; (d) the storage of such Product; (e) the gathering of\nsuch Associated Water from the applicable Well to the point in the Individual System where Associated Water is delivered into the Water System, (f) the heating, separation, and chemical and other treatment of Product to remove Associated Water\nand Flash Gas from the Product prior to the applicable Delivery Point to the extent agreed between Producer and Gatherer and to the extent required to meet Oil Quality specification of Downstream Facilities or markets designated by the Producer;\n(g) the redelivery of Product to Producer at the applicable Delivery Point for Producer’s account (inclusive of actual System gains or losses for the respective Individual System), (h) the delivery of Flash Gas into the Gas System at an\nappropriate Delivery Point; and (i) the other services to be performed by Gatherer in respect of such Product as set forth in this Agreement and the System Plan for an Individual System, all in accordance with the terms of this Agreement\n(including any services with respect to metering services).\n“Services Fee” means, collectively, the fees described in\nSection 6.1.\n“Standard & Poor’s” means Standard & Poor’s Rating Group, a\ndivision of McGraw Hill, Inc., or any successor to its statistical rating business.\n“System” means, collectively, the\nIndividual Systems described in the Agreement Addenda, collectively, including: (a) pipelines; (b) central facilities inclusive of pumping, heating, separating, treating, stabilizing, vapor recovery, and other equipment, (c) controls; (d)\nDelivery Points, meters and measurement facilities; (e) storage for Product; (f) easements, licenses, rights of way, fee parcels, surface rights and Permits; (g) pumping facilities, if any, and (h) all appurtenant facilities, in\neach case, that are owned, leased or operated by Gatherer to provide Services to Producer or Third Parties, as such gathering system and facilities are modified or extended from time to time to provide Services to Producer pursuant to the terms\nhereof or to Third Parties, including the Facility Segments operated under this Agreement by Gatherer.\n“System Gains/Losses” means any Product, in terms of Barrels, received into the\nSystem that is lost, gained, or otherwise not accounted for incident to, or occasioned by, the gathering, and redelivery, of Product, including Product lost or gained in connection with the operation of a pipeline, excluding line pack for new\nfacilities. System Gains/Losses will be determined and allocated on an Individual System basis.\n“System Plan” has the\nmeaning given to it in Section 3.1(c).\n“Target On-Line Date” means, as may be\nadjusted pursuant to Section 3.2(c), (a) with respect to a Planned Separator Facility or, with respect to a Planned Well that is not intended to be serviced by a Separator Facility, such Planned Well, in either case, that is described for the first\ntime in the First Development Report, the date specified in the First Development Report for the applicable Planned Separator Facility or Planned Well, as applicable, and (b) with respect to any Planned Separator Facility or, with respect to\nany Planned Well that is not intended to be serviced by a Separator Facility, such Planned Well, in either case, that is not described in the First Development Report, 24 Months after the date of the Development Report that initially reflected the\nPlanned Separator Facility or Planned Well, as applicable, unless Gatherer consents to a shorter time period.\n“Target\nPressure” means 90 Psig, as measured at the inlet to the applicable central facility, unless otherwise set forth in writing between Producer and Gatherer.\n“Tender” means the act of Producer’s making Product available or causing Product to be made available to the System at a\nReceipt Point, and “Tendered” shall have the correlative meaning.\n“Term” has the meaning given to it in\nSection 8.1.\n“Third Party” means any Person other than a Party to this Agreement or any Affiliate of a Party to\nthis Agreement.\n“Threshold Amount” means the “Threshold Amount” set forth on Exhibit C.\n“Transaction Document” means each agreement entered into pursuant to the agreement terms and conditions related to gas\ngathering services, agreement terms and conditions related to oil gathering services, agreement terms and conditions related to produced water services, agreement terms and conditions related to gas processing services, agreement terms and\nconditions related to crude oil treating services, and agreement terms and conditions related to fresh water services, now or in the future existing between Producer, on the one hand, and Gatherer\nor one or more subsidiaries of Gatherer, on the other hand, together with (i) each additional or replacement agreement entered into between such Persons and (ii) all amendments or\nmodifications to each of the foregoing. .\n“Water System” means any Produced Water system used to provide Produced Water\nservices to Producer.\n“Well” means a well (i) for the production of hydrocarbons, (ii) that\nis located in the Dedication Area, (iii) in which Producer owns an interest, and (iv) for which Producer has a right or obligation to market Product produced thereby through ownership or pursuant to a marketing, agency, operating, unit, or\nsimilar agreement.\n“Year” means a period of time from January 1 of a calendar year through December 31 of the\nsame calendar year; provided that the first Year shall commence on the Effective Date and run through December 31 of that calendar year, and the last Year shall commence on January 1 of the calendar year and end on the Day on which\nthis Agreement terminates.\nSection 1.2 Other Terms. Other capitalized terms used in this Agreement and not defined in\nSection 1.1 have the meanings ascribed to them throughout this Agreement.\nSection 1.3 References and Rules of\nConstruction. All references in this Agreement to Exhibits, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Articles, Sections, subsections and other subdivisions of or to this Agreement unless\nexpressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in\nconstruing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import refer to this Agreement as a whole, including the applicable\nAgreement Addendum and all Exhibits and other attachments hereto and the applicable Agreement Addendum, all of which are incorporated herein, and not to any particular Exhibit, Article, Section, subsection or other subdivision unless expressly so\nlimited. The word “including” (in its various forms) means “including without limitation.” The word “or” shall mean “and/or” unless a clear contrary intention exists. The word “from” means from and\nincluding, the word “through” means through and including, and the word “until” means until but excluding. All references to “$” or “dollars” shall be deemed references to United States dollars. The words\n“will” and “shall” have the same meaning, force, and effect. Each accounting term not defined herein will have the meaning given to it under generally accepted accounting principles. Pronouns in masculine, feminine or neuter\ngenders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.\nReferences to any Law, contract or other agreement mean such Law, contract or agreement as it may be amended, supplemented, released, revised, replaced, or otherwise modified from time to time."} +{"idx": 63, "level": 2, "span": "1.    “Indicated Volume” means\nthe change in meter reading which occurs during a receipt or delivery (Indicated Volume = closed meter reading - open meter reading)."} +{"idx": 63, "level": 2, "span": "2.    “Gross Volume” means the Indicated Volume multiplied by the meter factor for the particular liquid\nand flow rate under which the meter was proved."} +{"idx": 63, "level": 2, "span": "3.    “Gross Standard Volume” means the Gross\nVolume, corrected for base gravity, at standard temperature corrected to standard pressure."} +{"idx": 63, "level": 2, "span": "ARTICLE 2"} +{"idx": 63, "level": 2, "span": "PRODUCT\nDEDICATION AND REAL PROPERTY DEDICATION\nSection 2.1 Producer’s Dedications.\n(a)    Product Dedication. Subject to Section 2.2 through Section 2.4, during the Term, Producer exclusively\ndedicates and commits to deliver to Gatherer under this Agreement, as and when produced, all of the Dedicated Production and agrees not to deliver any Dedicated Production to any other gatherer, purchaser, marketer, or other Person prior to delivery\nto Gatherer at the Receipt Points.\n(b)    Real Property Dedication. Subject to Section 2.2 through\nSection 2.4, during the Term, Producer grants, dedicates, and commits the Dedicated Properties to Gatherer for performance of the Services pursuant to this Agreement. Except for the Parties’ performance of their obligations under this\nAgreement, no further performance is required by either Party to effectuate the Real Property Dedication.\nSection 2.2\nConflicting Dedications.\n(a)    Notwithstanding anything in this Agreement to the contrary, Producer\nshall have the right to comply with each of the Conflicting Dedications existing on the date hereof and any other Conflicting Dedication applicable immediately before the acquisition of any oil and/or gas leases, mineral interests, and other similar\ninterests within the Dedication Area (i) that are acquired by Producer after the Effective Date and (ii) which otherwise would have become subject to the Dedications (but not any Conflicting Dedications entered into in connection with such\nacquisition). Producer shall have the right to comply with a Conflicting Dedication only until the first Day of the Month following the termination of such Conflicting Dedication, at which time the Product subject to such Conflicting Dedication\nshall automatically be dedicated to this Agreement. Producer shall not extend or renew any Conflicting Dedication and shall terminate each Conflicting Dedication as soon as permitted under the underlying contract without causing Producer to incur\nany costs or expenses deemed unreasonable or inappropriate in the opinion of Producer and shall not enter into any new Conflicting Dedication.\n(b)    Certain Conflicting Dedications may contain rights of first refusal or other provisions that (i) entitle\nProducer to a release of acreage from such Conflicting Dedication if Producer dedicates the released acreage to a Third Party or (ii) expressly prohibit Producer from dedicating such released acreage to an Affiliate of Producer. As used herein,\nthe term “Conflicting Dedication” shall include both the original right of first refusal (or similar right) and the dedication resulting from an exercise of such right of first refusal (or similar right) so long as the resulting dedication\ncovers the same acreage as the original Conflicting Dedication.\n(c)    To the extent Producer claims that a\nConflicting Dedication exists with respect to certain Services on specified Dedicated Properties, Gatherer shall have the right to review the documentation creating such Conflicting Dedication, subject to confidentiality requirements applicable to\nsuch Conflicting Dedication.\nSection 2.3 Producer’s Reservation. Producer reserves the following\nrights respecting Dedicated Production for itself:\n(a)    to operate (or cause to be operated) Wells producing\nDedicated Production in its sole discretion, including the right to drill new Wells, repair and rework old Wells, temporarily shut in Wells, renew or extend, in whole or in part, any oil and gas lease or term mineral interest, or cease production\nfrom or abandon any Well or surrender any applicable oil and gas lease, in whole or in part, when no longer deemed by Producer to be capable of producing in paying quantities under normal methods of operation;\n(b)    to deliver such Dedicated Production or furnish such Dedicated Production to Producer’s lessors and holders of\nother burdens on production with respect to such Dedicated Production as is required to satisfy the terms of the applicable oil and gas leases or other applicable instruments; and\n(c)    to pool, communitize or unitize Producer’s interests with respect\nto Dedicated Production; provided that Producer’s share of Dedicated Production produced from such pooled, communitized, or unitized interests shall be committed and dedicated pursuant to this Agreement.\nSection 2.4 Releases from Dedication.\n(a)    Permanent Releases. Dedicated Production from a Well or Wells affected by one or more of the conditions below, and\nthe acreage in each Drilling Unit with respect to such Wells (or, with respect to Purchased Dedicated Production, the Product delivered by Producer to the Individual System if the applicable Receipt Point is affected by one or more of the conditions\nbelow), shall be permanently released from dedication under this Agreement, and Producer may deliver and commit such Dedicated Production to such other gatherer or gatherers as it shall determine (including an Affiliate Entity):\n(i)    Gatherer’s election pursuant to Section 3.3(b) not to provide Services for (A) any Well or Separator\nFacility for which Producer failed to deliver a Development Report on or before the applicable deadline set forth in Section 3.1(a), (B) any Well or Separator Facility not described in the applicable Development Report or (C) any excess volume\nof Product produced from any Well during any Day that exceeds the volume included in Producer’s estimate set forth in the most recent Development Report delivered to Gatherer;\n(ii)    expiration of the Term, as further described in Section 8.2;\n(iii)    written agreement of Producer and Gatherer;\n(iv)    upon written notice from Producer, the occurrence of a Force Majeure of the type described in clauses (k), (l) or\n(m) of the definition of “Force Majeure” affecting Gatherer that continues for a period of 12 consecutive Months or more or a temporary interruption or curtailment described in Section 5.4(d) that continues for 12 consecutive Months,\nexcept to the extent such interruption or curtailment is caused by the acts or omissions of Producer;\n(v)    upon an\nassignment by Gatherer to an Affiliate Entity in accordance with Section 16.1(a)(ii), provided that simultaneously with such release, the Affiliate Entity Dedicated Properties are made subject to a gathering agreement entered into with the Affiliate\nEntity;\n(vi)    upon written notice from Producer, if a termination of Services pursuant to Section 13.2(a) has\ncontinued for more than six consecutive Months or, without a waiting period, if Producer has received notice from Gatherer of its decision not to provide Services to any planned facilities pursuant to Section 13.2(b); or\n(vii)    in accordance with and subject to the terms of Section 3.2(b).\n(b)    Temporary Release. Dedicated Production and any acreage covering such Dedicated Production may also be temporarily\nreleased from dedication under this Agreement (i) in\naccordance with and subject to the terms of Section 3.2(b) or Section 5.4(d), except to the extent such interruption or curtailment is caused by the acts or omissions of Producer, and\n(ii) in the event of a termination of Services pursuant to Section 13.2 that continues for a period of greater than 60 Days but less than the period specified in Section 2.4(a)(v). To the extent that an interruption or curtailment can be\nlimited to a Facility Segment, Gatherer shall so limit such interruption or curtailment, and to the extent that Gatherer does so limit such curtailment or interruption, the temporary release permitted by this Section 2.4(b) shall only apply to the\naffected Facility Segment. Such temporary release shall terminate on the date specified herein or on the date notified in writing by Gatherer to Producer (which date shall, in all cases, be the first Day of a Month); provided that, if Producer\nobtained temporary services from a Third Party (pursuant to a contract that does not give rise to a default under this Agreement) during the pendency of the applicable interruption, curtailment or other temporary cessation described in this Section\n2.4(b), such reservation shall continue until the earlier of (x) the first Day of the Month that is three Months after the event or condition that gave rise to the interruption, curtailment or other temporary cessation has been corrected and\n(y) the first Day of the Month after the termination of the applicable contract with such Third Party.\n(c)    Evidence of Permanent Release. At the request of Producer, the Parties shall execute a release agreement reasonably\nacceptable to all Parties (which, in the case of a permanent release, shall be in recordable form) reflecting any release of Dedicated Production or Dedicated Properties pursuant to this Section 2.4.\nSection 2.5 Covenants Running with the Land. Each of the Dedications (a) is a covenant running with the Dedicated\nProperties, (b) touches and concerns Producer’s interests in the Dedicated Properties, and (c) shall be binding on and enforceable by Gatherer and its successors and assigns. Except as set forth in Article 16, (i) in the event\nProducer sells, transfers, conveys, assigns, grants or otherwise disposes of any or all of its interest in the Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant or other disposition shall be made subject to this\nAgreement and (ii) in the event Gatherer sells, transfers, conveys, assigns, grants or otherwise disposes of any or all of its interest in the Individual System, then any such sale, transfer, conveyance, assignment, grant or other disposition\nshall be made subject to this Agreement. This Agreement is not an executory contract under Section 365 of Title 11 of the United States Code (11 U.S.C. § 365).\nSection 2.6 Memorandum. Producer hereby authorizes Gatherer to record a memorandum of the Agreement in the real property records\nof the counties in which the Dedication Area is located. All payment terms and pricing information shall remain confidential and be redacted from any filings in the real property records.\nSection 2.7 Construction Costs.\n(a)    To compensate Gatherer for the construction costs of each Individual System, during each quarter of each of the\nfirst four years of commercial operation of such Individual System, Producer must deliver a certain minimum quantity of Product to Gatherer. Such minimum quantity during each quarter shall be equal to the quantity (in Barrels) that, when multiplied\nby the Individual Fee as of the Effective Date, equals 1/16th of the aggregate of Gatherer’s direct documented third party construction costs for such Individual System (the “Minimum\nCommitment”). If Producer does not deliver the Minimum Commitment to Gatherer during any quarter during the first four years of\ncommercial operation of an Individual System, then Producer shall pay Gatherer an amount equal to the Individual Fee as of the Effective Date multiplied by the difference between the Minimum\nCommitment and the number of Barrels of Product actually delivered by Producer to Gatherer during such quarter.\n(b)    Gatherer shall provide monthly updates to Producer of the construction costs incurred by Gatherer during the\nconstruction of each Individual System, and within 60 days after the completion of such Individual System, Gatherer shall provide Producer with an itemized statement of the aggregate of the construction costs incurred by Gatherer with respect to\nsuch Individual System. Producer shall have the right to audit, and Gatherer shall provide access to, Gatherer’s books and records for purposes of verifying such construction costs. Such audit shall be at Producer’s sole cost and expense."} +{"idx": 63, "level": 3, "span": "(a)    Product Dedication\nSubject to Section 2.2 through Section 2.4, during the Term, Producer exclusively\ndedicates and commits to deliver to Gatherer under this Agreement, as and when produced, all of the Dedicated Production and agrees not to deliver any Dedicated Production to any other gatherer, purchaser, marketer, or other Person prior to delivery\nto Gatherer at the Receipt Points."} +{"idx": 63, "level": 3, "span": "(b)    Real Property Dedication\nSubject to Section 2.2 through\nSection 2.4, during the Term, Producer grants, dedicates, and commits the Dedicated Properties to Gatherer for performance of the Services pursuant to this Agreement. Except for the Parties’ performance of their obligations under this\nAgreement, no further performance is required by either Party to effectuate the Real Property Dedication."} +{"idx": 63, "level": 3, "span": "(a)    Notwithstanding anything in this Agreement to the contrary, Producer\nshall have the right to comply with each of the Conflicting Dedications existing on the date hereof and any other Conflicting Dedication applicable immediately before the acquisition of any oil and/or gas leases, mineral interests, and other similar\ninterests within the Dedication Area (i) that are acquired by Producer after the Effective Date and (ii) which otherwise would have become subject to the Dedications (but not any Conflicting Dedications entered into in connection with such\nacquisition). Producer shall have the right to comply with a Conflicting Dedication only until the first Day of the Month following the termination of such Conflicting Dedication, at which time the Product subject to such Conflicting Dedication\nshall automatically be dedicated to this Agreement. Producer shall not extend or renew any Conflicting Dedication and shall terminate each Conflicting Dedication as soon as permitted under the underlying contract without causing Producer to incur\nany costs or expenses deemed unreasonable or inappropriate in the opinion of Producer and shall not enter into any new Conflicting Dedication."} +{"idx": 63, "level": 3, "span": "(b)    Certain Conflicting Dedications may contain rights of first refusal or other provisions that (i) entitle\nProducer to a release of acreage from such Conflicting Dedication if Producer dedicates the released acreage to a Third Party or (ii) expressly prohibit Producer from dedicating such released acreage to an Affiliate of Producer. As used herein,\nthe term “Conflicting Dedication” shall include both the original right of first refusal (or similar right) and the dedication resulting from an exercise of such right of first refusal (or similar right) so long as the resulting dedication\ncovers the same acreage as the original Conflicting Dedication."} +{"idx": 63, "level": 3, "span": "(c)    To the extent Producer claims that a\nConflicting Dedication exists with respect to certain Services on specified Dedicated Properties, Gatherer shall have the right to review the documentation creating such Conflicting Dedication, subject to confidentiality requirements applicable to\nsuch Conflicting Dedication."} +{"idx": 63, "level": 3, "span": "(a)    to operate (or cause to be operated) Wells producing\nDedicated Production in its sole discretion, including the right to drill new Wells, repair and rework old Wells, temporarily shut in Wells, renew or extend, in whole or in part, any oil and gas lease or term mineral interest, or cease production\nfrom or abandon any Well or surrender any applicable oil and gas lease, in whole or in part, when no longer deemed by Producer to be capable of producing in paying quantities under normal methods of operation;"} +{"idx": 63, "level": 3, "span": "(b)    to deliver such Dedicated Production or furnish such Dedicated Production to Producer’s lessors and holders of\nother burdens on production with respect to such Dedicated Production as is required to satisfy the terms of the applicable oil and gas leases or other applicable instruments; and"} +{"idx": 63, "level": 3, "span": "(c)    to pool, communitize or unitize Producer’s interests with respect\nto Dedicated Production; provided that Producer’s share of Dedicated Production produced from such pooled, communitized, or unitized interests shall be committed and dedicated pursuant to this Agreement."} +{"idx": 63, "level": 3, "span": "(a)    Permanent Releases\nDedicated Production from a Well or Wells affected by one or more of the conditions below, and\nthe acreage in each Drilling Unit with respect to such Wells (or, with respect to Purchased Dedicated Production, the Product delivered by Producer to the Individual System if the applicable Receipt Point is affected by one or more of the conditions\nbelow), shall be permanently released from dedication under this Agreement, and Producer may deliver and commit such Dedicated Production to such other gatherer or gatherers as it shall determine (including an Affiliate Entity):"} +{"idx": 63, "level": 4, "span": "(i)    Gatherer’s election pursuant to Section 3.3(b) not to provide Services for (A) any Well or Separator\nFacility for which Producer failed to deliver a Development Report on or before the applicable deadline set forth in Section 3.1(a), (B) any Well or Separator Facility not described in the applicable Development Report or (C) any excess volume\nof Product produced from any Well during any Day that exceeds the volume included in Producer’s estimate set forth in the most recent Development Report delivered to Gatherer;"} +{"idx": 63, "level": 4, "span": "(ii)    expiration of the Term, as further described in Section 8.2;"} +{"idx": 63, "level": 4, "span": "(iii)    written agreement of Producer and Gatherer;"} +{"idx": 63, "level": 4, "span": "(iv)    upon written notice from Producer, the occurrence of a Force Majeure of the type described in clauses (k), (l) or\n(m) of the definition of “Force Majeure” affecting Gatherer that continues for a period of 12 consecutive Months or more or a temporary interruption or curtailment described in Section 5.4(d) that continues for 12 consecutive Months,\nexcept to the extent such interruption or curtailment is caused by the acts or omissions of Producer;"} +{"idx": 63, "level": 4, "span": "(v)    upon an\nassignment by Gatherer to an Affiliate Entity in accordance with Section 16.1(a)(ii), provided that simultaneously with such release, the Affiliate Entity Dedicated Properties are made subject to a gathering agreement entered into with the Affiliate\nEntity;"} +{"idx": 63, "level": 4, "span": "(vi)    upon written notice from Producer, if a termination of Services pursuant to Section 13.2(a) has\ncontinued for more than six consecutive Months or, without a waiting period, if Producer has received notice from Gatherer of its decision not to provide Services to any planned facilities pursuant to Section 13.2(b); or"} +{"idx": 63, "level": 4, "span": "(vii)    in accordance with and subject to the terms of Section 3.2(b)."} +{"idx": 63, "level": 3, "span": "(b)    Temporary Release\nDedicated Production and any acreage covering such Dedicated Production may also be temporarily\nreleased from dedication under this Agreement (i) in"} +{"idx": 63, "level": 3, "span": "(c)    Evidence of Permanent Release\nAt the request of Producer, the Parties shall execute a release agreement reasonably\nacceptable to all Parties (which, in the case of a permanent release, shall be in recordable form) reflecting any release of Dedicated Production or Dedicated Properties pursuant to this Section 2.4."} +{"idx": 63, "level": 3, "span": "(a)    To compensate Gatherer for the construction costs of each Individual System, during each quarter of each of the\nfirst four years of commercial operation of such Individual System, Producer must deliver a certain minimum quantity of Product to Gatherer. Such minimum quantity during each quarter shall be equal to the quantity (in Barrels) that, when multiplied\nby the Individual Fee as of the Effective Date, equals 1/16th of the aggregate of Gatherer’s direct documented third party construction costs for such Individual System (the “Minimum\nCommitment”). If Producer does not deliver the Minimum Commitment to Gatherer during any quarter during the first four years of"} +{"idx": 63, "level": 3, "span": "(b)    Gatherer shall provide monthly updates to Producer of the construction costs incurred by Gatherer during the\nconstruction of each Individual System, and within 60 days after the completion of such Individual System, Gatherer shall provide Producer with an itemized statement of the aggregate of the construction costs incurred by Gatherer with respect to\nsuch Individual System. Producer shall have the right to audit, and Gatherer shall provide access to, Gatherer’s books and records for purposes of verifying such construction costs. Such audit shall be at Producer’s sole cost and expense."} +{"idx": 63, "level": 2, "span": "ARTICLE 3"} +{"idx": 63, "level": 2, "span": "SYSTEM\nEXPANSION AND CONNECTION OF WELLS\nSection 3.1 Development Report; System Plan; Meetings.\n(a)    Development Report. On or before May 29, 2017, Producer will provide Gatherer with its First Development\nReport, which shall describe (x) in detail the planned development, drilling, and production activities relating to the Dedicated Production through the end of the applicable Period of Three Years, and (y) generally the long-term drilling\nand production expectations for those project areas in which drilling activity is expected to occur during the applicable Period of Five Years, including the information described in Section 3.1(b). On or before each January 1, each\nApril 1, each July 1, and each October 1 of each Year following the date on which the First Development Report is to be delivered, Producer shall provide to Gatherer an update of the then-current report describing (i) in detail\nthe planned development, drilling, and production activities relating to the Dedicated Production for the applicable Period of Three Years and (ii) generally the long-term drilling and production expectations for those project areas in the\nDedication Area in which drilling activity is expected to occur during the applicable Period of Five Years (the First Development Report, as updated in accordance with the foregoing and as the then current report may be updated from time to time,\nthe “Development Report”).\n(b)    Development Report Content. With respect to the Dedication Area, the\nDevelopment Reports shall include information as to:\n(i)    the Wells (each, a “Planned Well”) and Separator\nFacilities (each, a “Planned Separator Facility”) that Producer expects will be drilled or installed during the applicable Period of Three Years, including the expected locations, completion dates thereof (which completion dates shall not\nbe earlier than the applicable Target On-Line Dates), the expected spud dates of such Planned Wells, the dates flow is anticipated to initiate from such Wells, and forward looking production estimates for the\napplicable Period of Three Years;\n(ii)    the anticipated Oil Quality of the production from any Well and Separator\nFacility that Producer expects to produce during the applicable Period of Three Years;\n(iii)    the earliest date on which one or more Wells are expected to be\nfractured, if applicable;\n(iv)    the Receipt Point(s) and Delivery Point(s) (including proposed receipt points and\ndelivery points not yet included in the applicable Agreement Addendum) at which Gas produced from such Wells is to be delivered or redelivered to Producer;\n(v)    the earliest date on which one or more Wells or Separator Facilities, as applicable, are expected to be completed\nand ready to be placed on-line, which date shall not be earlier than the Target On-line Date;\n(vi)    the number of Planned Wells and Planned Separator Facilities anticipated to be producing after the Period of Three\nYears and before the end of the Period of Five Years, broken out by an appropriate geographic area, such as a development plan area;\n(vii)    the number of rigs that Producer intends to operate in the Dedication Area each year during the Period of Five\nYears (including sufficient detail regarding the anticipated location of such rigs to allow Gatherer to determine which Individual System would be impacted by such rig activity);\n(viii)    with respect to the Period of Three Years, the anticipated date on which Gatherer may initiate construction or\nother development activities at the Well or Separator Facility in order to complete the interconnection into the Individual System; and\n(ix)    such other information as may be reasonably requested by Gatherer with respect to Wells and Separator Facilities\nthat Producer intends to drill or from which Producer intends to deliver Product during the Period of Three Years and Period of Five Years.\nTo the extent\npossible, any information Producer is required to provide under this Section 3.1(b) with respect to Wells or Separator Facilities shall also include such information related to Planned Wells and Planned Separator Facilities. In addition, if\nappropriate to provide a complete and accurate Development Report, any information requested with respect to Planned Wells and Planned Separator Facilities shall also be provided with respect to existing Wells or Separator Facilities.\n(c)    System Plan. Based on the Development Report and such other information about the expected development of the\nDedicated Properties as shall be provided to Gatherer by or on behalf of Producer, including as a result of meetings between representatives of Gatherer and Producer, Gatherer shall develop and periodically update a plan (the “System\nPlan”) describing and/or depicting the modifications, extensions, enhancements, major maintenance and/or other actions necessary in order for the Individual System to be able to provide timely Services for the Product produced by the Wells and\nSeparator Facilities described in the most recent Development Report (including Planned Wells, Planned Separator Facilities and changes in anticipated production from existing Wells and Separator Facilities) (the “Modifications”). If\n(i) Gatherer elects to make such Modifications, (ii) Producer thereafter modifies the Development Report or provides other information (the date on which the modified Development Report or such other information is provided to Gatherer,\nthe “Cancellation Date”) indicating that such Modifications are no longer necessary, and (iii) as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or committed by Gatherer to make\nsuch cancelled Modifications exceeds the Threshold Amount, then Producer shall\nreimburse Gatherer for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or committed by Gatherer through the Cancellation Date to make such\nModifications. The System Plan (or, with respect to the allocation procedures described in clause (vi), the applicable writing signed by Gatherer and Producer) shall include information as to:\n(i)    each Facility Segment then existing and operational, under construction, or planned and the Individual System of\nwhich such Facility Segment is a part;\n(ii)    all Receipt Points and Delivery Points served or to be served by each\nsuch Facility Segment;\n(iii)    estimated gathering pressures for the 12 Month period beginning on the Target On-Line Date for the applicable Facility Segment and the Target Pressures for each Individual System included in the Development Report;\n(iv)    all pumps, heaters, stabilizers, treatment, Associated Water and Flash Gas separation, and other major physical\nfacilities located or to be located on or within each such Facility Segment, together with their sizes, operating parameters, capacities, and other relevant specifications (including the maximum operating pressures of the low pressure gathering\nlines and the high pressure gathering lines), which sizes, parameters, capacities and other relevant specifications shall be sufficient to (x) connect the Individual System to the Receipt Points and Delivery Points for all Planned Separator\nFacilities and (with respect to any Planned Wells not intended to be serviced by a Separator Facility) Planned Wells set forth in the most recent Development Report and (y) perform the Services for all Dedicated Production projected to be\nproduced from the Dedicated Properties as contemplated by the most recent Development Report;\n(v)    the anticipated\nschedule for completing the construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Points, in each case, for all Planned Separator Facilities or Planned Wells, as applicable, included in the most\nrecent Development Report;\n(vi)    the allocation methodologies to be used by Gatherer with respect to System Gains/\nLosses, Other System Fuel and other allocations hereunder (including, to the extent required by a writing signed by Producer and Gatherer, allocations with respect to Drip Condensate, Recovered Oil and Flash Gas) and, with respect to any System Plan\nafter the initial System Plan, any proposed changes to the allocation methodologies then in effect, which allocation methodologies shall (A) permit allocations to be made by Gatherer in a commercially reasonable manner; and (B) be based\nupon the measurements taken and quantities determined for the applicable Month. To the extent required by a writing signed by Producer and Gatherer, Gatherer shall allocate, in a manner that is commercially reasonable and determined by Gatherer in\ngood faith, to a particular Receipt Point, the Flash Gas, Recovered Oil and Drip Condensate from a Facility Segment.\n(vii)    other information reasonably requested by Producer that is relevant to the design, construction, and operation of\nthe System, the relevant Individual System, the relevant Facility Segment, and the relevant Receipt Points and Delivery Points; provided that in no event shall\nGatherer be obligated to supply to Producer (A) pricing, budget or similar financial information or (B) information that is covered by a confidentiality agreement or confidentiality\nobligations; Gatherer shall deliver the applicable System Plan (including any updated System Plan) to Producer for Producer’s review and comment not later than 30 Days after Producer’s delivery to Gatherer of the applicable Development\nReport or amendment thereto.\n(d)    Meetings. Gatherer shall make representatives of Gatherer available to discuss\nthe most recent System Plan from time to time with Producer and its representatives at Producer’s request. Producer shall make representatives of Producer available to discuss the most recent Development Report from time to time with Gatherer\nand its representatives at Gatherer’s request. Gatherer and its representatives shall have the right to meet not less frequently than Monthly with one or more representatives of Producer. At all such meetings, the Parties shall exchange updated\ninformation about their respective plans for the development and expansion of the Dedicated Properties (including amendments to the Development Report) and the System (including amendments to the System Plan for Producer’s review and comment)\nand shall have the opportunity to discuss and provide comments on the other Party’s plans.\n(e)    Scope and\nPurpose of Planning Tools. The Development Report and the System Plan are intended to assist Gatherer and Producer with long-term planning and goals. None of the Development Reports nor the System Plans shall amend or modify this Agreement in any\nway. Gatherer may, in its sole discretion, work with any third party providers of Gatherer’s services hereunder, to the extent under contract with Gatherer, to prepare and deliver a System Plan jointly with such other entity or entities. To the\nextent that a Development Report or System Plan that satisfies the requirements above is delivered or deemed delivered under any other Transaction Document, such Development Report or System Plan shall be deemed delivered hereunder.\nSection 3.2 Expansion of System and Connection of Separator Facilities. \n(a)    Service Standards. Gatherer shall, at its sole cost and expense, design and construct the Individual System in a\ngood and workmanlike manner and in accordance with the System Plan and this Section 3.2. Until such time as Producer has delivered a Development Report, Gatherer shall have no obligation under this Section 3.2(a). In the event that Producer\nelects to deliver Purchased Dedicated Production into the Individual System, Gatherer and Producer shall mutually agree on the Receipt Point at which Producer shall deliver such Purchased Dedicated Production.\n(b)    On-Line Deadline. Subject to Section 3.4, Gatherer shall by the later\nof (x) the date that the first Planned Well on a particular Planned Separator Facility (or, with respect to a Planned Well that is not intended to be serviced by a Separator Facility, the date that such Planned Well) is ready for connection to\nthe System and (y) the applicable Target On-Line Date (such later date, as may be extended pursuant to this Section 3.2(b), the “On-Line\nDeadline”): (i) have completed (or caused the completion of) the construction of the necessary facilities, in accordance with the then current System Plan, (A) to connect such Planned Separator Facility or such Planned Well to the System\nand (B) to connect the System to each planned Delivery Point for such Planned Separator Facility or such Planned Well, as applicable, and (ii) be ready and able to commence Services with respect to Dedicated Production from such Planned\nSeparator Facility or Planned Well, as applicable. If and to the extent that Gatherer is delayed in completing any such facilities or providing such services by a\nForce Majeure event or reasons attributable to the acts or omissions of Producer, then the On-Line Deadline applicable thereto shall be extended by a\nperiod of time equal to that during which Gatherer was delayed by such event. If Gatherer anticipates that Gatherer will be unable to meet an On-Line Deadline for causes that are not attributable to Force\nMajeure or the acts or omissions of Producer, then Gatherer shall deliver a written notice to Producer no later than 30 days before the On-Line Deadline with respect a Planned Well or a Planned Separator\nFacility stating that Gatherer will be unable to meet the On-Line Deadline for such Planned Well or Planned Separator Facility, and that Gatherer elects to have such Planned Well and related Dedicated\nProduction and any acreage covering such Dedicated Production (and the following shall apply) (x) permanently released from this Agreement or (y) temporarily released from this Agreement, in which case Gatherer shall reimburse Producer for\nits actual, verifiable increase in costs (if any) in utilizing a different gatherer provide gathering services with respect to Product from such Planned Well during the period of such temporary release, and such temporary release shall terminate\nupon Gatherer’s connection of such Planned Well to the System; provided, however, that if such temporary release lasts for a period of greater than 90 days after the On-Line Deadline, then such Planned\nWell shall be permanently released. The permanent release, temporary release, and reimbursement described in this Section 3.2(b) shall be Producer’s sole and exclusive remedies for Gatherer’s failure to meet any On-Line Deadline.\n(c)    Additional/Accelerated Wells and Elimination of Wells.\nFrom time to time, Producer may provide written notice to Gatherer that Producer (i) has accelerated the Target On-Line Date for a Planned Well or Planned Separator Facility, (ii) anticipates the\nTarget On-Line Date for a Planned Well or Planned Separator Facility to be earlier than 24 Months following the delivery of the Development Report in which such Planned Well or Planned Separator Facility was\ninitially included or (iii) anticipates drilling a Well or putting into service a Separator Facility that has not been included in a Development Report and that has a Target On-Line Date earlier than 24\nMonths following the next delivery of a Development Report (any such Well or Separator Facility, an “Additional/Accelerated Well”); provided that any Well that is to be serviced by a Separator Facility or a Planned Separator\nFacility that is not described in the foregoing clauses (i) through (iii) shall not constitute an Additional/ Accelerated Well. Gatherer will use its commercially reasonable efforts to modify the System Plan and to cause the necessary\ngathering facilities to be constructed prior to the On-Line Deadline for such Additional/Accelerated Well; provided that, with respect to Additional/ Accelerated Wells of the type described in clauses\n(i) and (ii) of the first sentence of this paragraph, there shall be no penalty to Gatherer hereunder unless Gatherer fails to connect such Additional/ Accelerated Well on or prior to the Target\nOn-Line Date set forth in the applicable Development Report (prior to the acceleration of such timeline) and, with respect to Additional/ Accelerated Wells of the type described in clause (iii) of the\nfirst sentence of this paragraph, there shall be no penalty to Gatherer hereunder unless Gatherer fails to connect such Additional/ Accelerated Well on or prior to 24 Months following receipt of written notice regarding such Additional/ Accelerated\nWell. From time to time, Producer may provide written notice to Gatherer that Producer (i) has delayed the Target On-Line Date for a Planned Well or Planned Separator Facility, (ii) anticipates\neliminating a Planned Well or Planned Separator Facility from its development plans and the Development Report or (iii) anticipates shutting in a Well or Separator Facility that has been producing. Producer shall endeavor to ensure that the\nDevelopment Report does not include any planned or existing Wells or Separator Facilities that Producer has determined should not be drilled, operated, maintained or put into service. To the extent that Producer has included any such Well or\nSeparator Facility in a Development Report, Producer shall provide Gatherer with information regarding its revised assessment of such Well or Separator Facility. Gatherer may adjust the System Plan as it determines to be appropriate and commercially\nreasonable to accommodate such elimination of Wells and Separator Facilities.\n(d)    Cancellation of Planned Wells and Planned Separator Facilities. If\n(i) Gatherer reasonably determines that Producer has permanently abandoned the drilling or installation of any Planned Well or Planned Separator Facility or Producer notifies Gatherer that Producer intends to permanently abandon the drilling or\ninstallation of any Planned Well or Planned Separator Facility (whether through the delivery of an updated Development Report or otherwise, the date on which such determination is made, the “Abandonment Date”), (ii) Gatherer had begun to\ndesign or construct the Facility Segment to connect such Planned Well or Planned Separator Facility to the System prior to such Abandonment Date, and (iii) the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or\ncommitted by Gatherer prior to the Abandonment Date exceeds the Threshold Amount, then Producer shall reimburse Gatherer for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or committed by Gatherer prior\nto such Abandonment Date to design and construct such Facility Segment.\n(e)    Substation and Interconnection\nFacilities. The obligations of Gatherer hereunder to design and construct the Individual System and to perform the Services do not include the design or construction of any substation or other interconnecting facilities required to procure\nelectricity for the Individual System. If a substation or any other interconnecting facility is required in order for Gatherer to perform its obligations hereunder, Gatherer and Producer shall enter into a separate agreement setting forth each\nParty’s responsibilities in connection therewith, including an allocation of responsibility for all associated costs and expenses.\nSection 3.3 Temporary Services.\n(a)    If Gatherer fails to complete any facilities described Section 3.2(b) by the\nOn-Line Deadline for such facilities and Gatherer elects to temporarily release such the applicable Dedicated Production under Section 3.2(b), then Producer may enter into a contract with a Third Party to\nprovide services with respect to the Dedicated Production that is anticipated to be serviced by the new facilities if the term of such contract does not exceed three Months (and may be renewed in three-Month increments until such time as Gatherer\nhas completed the applicable facilities). If any such contract is in effect with respect to any Well, Producer will not be obligated to connect such Well to the System until the first Day of the Month following expiration of such contract.\n(b)    If at any time, (i) Producer fails to deliver a Development Report on or before the applicable deadline set\nforth in Section 3.1(a), (ii) a Development Report delivered by Producer failed to describe any Well, or (iii) the average rate of production at any Receipt Point described in the then-applicable Development Report exceeds Producer’s\nforecast for such Receipt Point set forth in such Development Report, and as a result, Gatherer has not completed any new, modified, or enhanced facilities necessary to allow Gatherer to accept all of the Product Tendered by Producer at a Receipt\nPoint, then (x) within a reasonable time after Gatherer becomes aware of the need for such new, modified, or enhanced facilities, Gatherer shall elect, in its sole discretion, whether to proceed with the development and completion of such\nfacilities by providing notice to Producer, and (y) if Gatherer elects to proceed with the development and completion of such facilities, (1) Gatherer shall cause such facilities to be completed within a reasonable time after such\nelection, and (2) pending the completion\nof such facilities, Gatherer may elect (in its reasonable discretion and in exchange for reasonable compensation) to permit Producer to enter into a contract with a Third Party as provided in\nSection 3.3(a) to provide services with respect to the Dedicated Production that Gatherer is unable to accept.\n(c)    Any time Producer makes alternative arrangements with a Third Party for the provision of services or to accept\nProduct as provided for in this Agreement, Producer shall (i) if Gatherer anticipates being able to provide Services hereunder or to accept Product within a period of time that is shorter than three Months, use commercially reasonable efforts\nto enter into a contract with a term that expires on or around the date on which Gatherer anticipates being able to provide Services hereunder or to accept Product, and (ii) notify Gatherer of the term of such contract promptly after execution\nthereof. Prior to requiring Producer to begin using, or resume using, as applicable, Services hereunder, Gatherer shall provide notice to Producer of the date on which Gatherer expects to be ready, willing and able to begin providing Services to\nProducer no later than 45 Days prior to the expiration of the Third Party contract. In no event shall Producer be required to begin using, or resume using, as applicable, Services on a Day other than the first Day of a Month.\nSection 3.4 Cooperation. The Parties shall work (at their own cost and expense) together in good faith to obtain such Permits as\nare necessary to drill and complete each Planned Well and construct the required extensions of the System to each Planned Separator Facility (and each Planned Well, as applicable) as expeditiously as reasonably practicable, all as provided in this\nAgreement. The Parties shall cooperate with each other and to communicate regularly regarding their efforts to obtain such Permits. Upon request by Producer, Gatherer shall promptly provide to Producer copies of all Permits obtained by Gatherer in\norder to construct any Facility Segment (or portion of a Facility Segment) of the System.\nSection 3.5 Grant of Access;\nReal Property Rights.\n(a)    Producer’s Grant of Easement. Producer hereby grants to Gatherer, without\nwarranty of title, either express or implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, an easement and right of way upon all lands constituting Dedicated Properties for\nthe purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting and removing all or any portion of the applicable Individual System, including all pipelines, meters and other equipment necessary\nfor the performance by Gatherer of this Agreement. If necessary, Producer agrees to use commercially reasonable efforts to assign to Gatherer rights under any Lease to the extent such assignment is necessary to grant such easement and right of way.\nAny property of Gatherer placed in or upon such lands shall remain the property of Gatherer and may be disconnected or removed by Gatherer at any time for any reason. Gatherer shall release, protect, defend, indemnify and hold harmless Producer\nGroup from and against all Losses arising out of or in connection with Gatherer’s use of or operations on the easement and right-of-way granted under this Section\n3.5(a), except to the extent that such Losses are caused by the gross negligence or willful misconduct of any member of Gatherer Group.\n(b)    Producer Does Not Have Obligation to Maintain. Producer shall not have a duty to maintain in force and effect any\nunderlying agreements (such as any lease, easement, or surface use agreement) that the grants of easements or rights of way by Producer to Gatherer under Section 3.5(a) are based upon, and such grants of easements or rights of way will terminate if\nProducer loses its rights to the applicable property, regardless of the reason for such loss of rights.\n(c)    Gatherer Does Not Have Obligation to Maintain. Gatherer shall not have\na duty to maintain in force and effect any underlying agreements that the grants of easements or rights of way by Gatherer to Producer pursuant to Section 3.5(a) are based upon, and such grants of easements or rights of way will terminate if\nGatherer loses its rights to the applicable property, regardless of the reason for such loss of rights.\n(d)    No\nInterference. Gatherer’s exercise of the rights granted to Gatherer by Producer pursuant to this Section 3.5 shall not unreasonably interfere with Producer’s operations or with the rights of owners in fee with respect to the\napplicable lands, and such rights will be exercised in material compliance with all applicable Laws and the safety and other reasonable access requirements of Producer."} +{"idx": 63, "level": 3, "span": "(a)    Development Report\nOn or before May 29, 2017, Producer will provide Gatherer with its First Development\nReport, which shall describe (x) in detail the planned development, drilling, and production activities relating to the Dedicated Production through the end of the applicable Period of Three Years, and (y) generally the long-term drilling\nand production expectations for those project areas in which drilling activity is expected to occur during the applicable Period of Five Years, including the information described in Section 3.1(b). On or before each January 1, each\nApril 1, each July 1, and each October 1 of each Year following the date on which the First Development Report is to be delivered, Producer shall provide to Gatherer an update of the then-current report describing (i) in detail\nthe planned development, drilling, and production activities relating to the Dedicated Production for the applicable Period of Three Years and (ii) generally the long-term drilling and production expectations for those project areas in the\nDedication Area in which drilling activity is expected to occur during the applicable Period of Five Years (the First Development Report, as updated in accordance with the foregoing and as the then current report may be updated from time to time,\nthe “Development Report”)."} +{"idx": 63, "level": 3, "span": "(b)    Development Report Content\nWith respect to the Dedication Area, the\nDevelopment Reports shall include information as to:"} +{"idx": 63, "level": 4, "span": "(i)    the Wells (each, a “Planned Well”) and Separator\nFacilities (each, a “Planned Separator Facility”) that Producer expects will be drilled or installed during the applicable Period of Three Years, including the expected locations, completion dates thereof (which completion dates shall not\nbe earlier than the applicable Target On-Line Dates), the expected spud dates of such Planned Wells, the dates flow is anticipated to initiate from such Wells, and forward looking production estimates for the\napplicable Period of Three Years;"} +{"idx": 63, "level": 4, "span": "(ii)    the anticipated Oil Quality of the production from any Well and Separator\nFacility that Producer expects to produce during the applicable Period of Three Years;"} +{"idx": 63, "level": 4, "span": "(iii)    the earliest date on which one or more Wells are expected to be\nfractured, if applicable;"} +{"idx": 63, "level": 4, "span": "(iv)    the Receipt Point(s) and Delivery Point(s) (including proposed receipt points and\ndelivery points not yet included in the applicable Agreement Addendum) at which Gas produced from such Wells is to be delivered or redelivered to Producer;"} +{"idx": 63, "level": 4, "span": "(v)    the earliest date on which one or more Wells or Separator Facilities, as applicable, are expected to be completed\nand ready to be placed on-line, which date shall not be earlier than the Target On-line Date;"} +{"idx": 63, "level": 4, "span": "(vi)    the number of Planned Wells and Planned Separator Facilities anticipated to be producing after the Period of Three\nYears and before the end of the Period of Five Years, broken out by an appropriate geographic area, such as a development plan area;"} +{"idx": 63, "level": 4, "span": "(vii)    the number of rigs that Producer intends to operate in the Dedication Area each year during the Period of Five\nYears (including sufficient detail regarding the anticipated location of such rigs to allow Gatherer to determine which Individual System would be impacted by such rig activity);"} +{"idx": 63, "level": 4, "span": "(viii)    with respect to the Period of Three Years, the anticipated date on which Gatherer may initiate construction or\nother development activities at the Well or Separator Facility in order to complete the interconnection into the Individual System; and"} +{"idx": 63, "level": 4, "span": "(ix)    such other information as may be reasonably requested by Gatherer with respect to Wells and Separator Facilities\nthat Producer intends to drill or from which Producer intends to deliver Product during the Period of Three Years and Period of Five Years."} +{"idx": 63, "level": 3, "span": "(c)    System Plan\nBased on the Development Report and such other information about the expected development of the\nDedicated Properties as shall be provided to Gatherer by or on behalf of Producer, including as a result of meetings between representatives of Gatherer and Producer, Gatherer shall develop and periodically update a plan (the “System\nPlan”) describing and/or depicting the modifications, extensions, enhancements, major maintenance and/or other actions necessary in order for the Individual System to be able to provide timely Services for the Product produced by the Wells and\nSeparator Facilities described in the most recent Development Report (including Planned Wells, Planned Separator Facilities and changes in anticipated production from existing Wells and Separator Facilities) (the “Modifications”). If\n(i) Gatherer elects to make such Modifications, (ii) Producer thereafter modifies the Development Report or provides other information (the date on which the modified Development Report or such other information is provided to Gatherer,\nthe “Cancellation Date”) indicating that such Modifications are no longer necessary, and (iii) as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or committed by Gatherer to make\nsuch cancelled Modifications exceeds the Threshold Amount, then Producer shall"} +{"idx": 63, "level": 4, "span": "(i)    each Facility Segment then existing and operational, under construction, or planned and the Individual System of\nwhich such Facility Segment is a part;"} +{"idx": 63, "level": 4, "span": "(ii)    all Receipt Points and Delivery Points served or to be served by each\nsuch Facility Segment;"} +{"idx": 63, "level": 4, "span": "(iii)    estimated gathering pressures for the 12 Month period beginning on the Target On-Line Date for the applicable Facility Segment and the Target Pressures for each Individual System included in the Development Report;"} +{"idx": 63, "level": 4, "span": "(iv)    all pumps, heaters, stabilizers, treatment, Associated Water and Flash Gas separation, and other major physical\nfacilities located or to be located on or within each such Facility Segment, together with their sizes, operating parameters, capacities, and other relevant specifications (including the maximum operating pressures of the low pressure gathering\nlines and the high pressure gathering lines), which sizes, parameters, capacities and other relevant specifications shall be sufficient to (x) connect the Individual System to the Receipt Points and Delivery Points for all Planned Separator\nFacilities and (with respect to any Planned Wells not intended to be serviced by a Separator Facility) Planned Wells set forth in the most recent Development Report and (y) perform the Services for all Dedicated Production projected to be\nproduced from the Dedicated Properties as contemplated by the most recent Development Report;"} +{"idx": 63, "level": 4, "span": "(v)    the anticipated\nschedule for completing the construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Points, in each case, for all Planned Separator Facilities or Planned Wells, as applicable, included in the most\nrecent Development Report;"} +{"idx": 63, "level": 4, "span": "(vi)    the allocation methodologies to be used by Gatherer with respect to System Gains/\nLosses, Other System Fuel and other allocations hereunder (including, to the extent required by a writing signed by Producer and Gatherer, allocations with respect to Drip Condensate, Recovered Oil and Flash Gas) and, with respect to any System Plan\nafter the initial System Plan, any proposed changes to the allocation methodologies then in effect, which allocation methodologies shall (A) permit allocations to be made by Gatherer in a commercially reasonable manner; and (B) be based\nupon the measurements taken and quantities determined for the applicable Month. To the extent required by a writing signed by Producer and Gatherer, Gatherer shall allocate, in a manner that is commercially reasonable and determined by Gatherer in\ngood faith, to a particular Receipt Point, the Flash Gas, Recovered Oil and Drip Condensate from a Facility Segment."} +{"idx": 63, "level": 4, "span": "(vii)    other information reasonably requested by Producer that is relevant to the design, construction, and operation of\nthe System, the relevant Individual System, the relevant Facility Segment, and the relevant Receipt Points and Delivery Points; provided that in no event shall"} +{"idx": 63, "level": 3, "span": "(d)    Meetings\nGatherer shall make representatives of Gatherer available to discuss\nthe most recent System Plan from time to time with Producer and its representatives at Producer’s request. Producer shall make representatives of Producer available to discuss the most recent Development Report from time to time with Gatherer\nand its representatives at Gatherer’s request. Gatherer and its representatives shall have the right to meet not less frequently than Monthly with one or more representatives of Producer. At all such meetings, the Parties shall exchange updated\ninformation about their respective plans for the development and expansion of the Dedicated Properties (including amendments to the Development Report) and the System (including amendments to the System Plan for Producer’s review and comment)\nand shall have the opportunity to discuss and provide comments on the other Party’s plans."} +{"idx": 63, "level": 3, "span": "(e)    Scope and\nPurpose of Planning Tools. The Development Report and the System Plan are intended to assist Gatherer and Producer with long-term planning and goals. None of the Development Reports nor the System Plans shall amend or modify this Agreement in any\nway. Gatherer may, in its sole discretion, work with any third party providers of Gatherer’s services hereunder, to the extent under contract with Gatherer, to prepare and deliver a System Plan jointly with such other entity or entities. To the\nextent that a Development Report or System Plan that satisfies the requirements above is delivered or deemed delivered under any other Transaction Document, such Development Report or System Plan shall be deemed delivered hereunder."} +{"idx": 63, "level": 3, "span": "(a)    Service Standards\nGatherer shall, at its sole cost and expense, design and construct the Individual System in a\ngood and workmanlike manner and in accordance with the System Plan and this Section 3.2. Until such time as Producer has delivered a Development Report, Gatherer shall have no obligation under this Section 3.2(a). In the event that Producer\nelects to deliver Purchased Dedicated Production into the Individual System, Gatherer and Producer shall mutually agree on the Receipt Point at which Producer shall deliver such Purchased Dedicated Production."} +{"idx": 63, "level": 3, "span": "(b)    On-Line Deadline\nSubject to Section 3.4, Gatherer shall by the later\nof (x) the date that the first Planned Well on a particular Planned Separator Facility (or, with respect to a Planned Well that is not intended to be serviced by a Separator Facility, the date that such Planned Well) is ready for connection to\nthe System and (y) the applicable Target On-Line Date (such later date, as may be extended pursuant to this Section 3.2(b), the “On-Line\nDeadline”): (i) have completed (or caused the completion of) the construction of the necessary facilities, in accordance with the then current System Plan, (A) to connect such Planned Separator Facility or such Planned Well to the System\nand (B) to connect the System to each planned Delivery Point for such Planned Separator Facility or such Planned Well, as applicable, and (ii) be ready and able to commence Services with respect to Dedicated Production from such Planned\nSeparator Facility or Planned Well, as applicable. If and to the extent that Gatherer is delayed in completing any such facilities or providing such services by a"} +{"idx": 63, "level": 3, "span": "(c)    Additional/Accelerated Wells and Elimination of Wells\nFrom time to time, Producer may provide written notice to Gatherer that Producer (i) has accelerated the Target On-Line Date for a Planned Well or Planned Separator Facility, (ii) anticipates the\nTarget On-Line Date for a Planned Well or Planned Separator Facility to be earlier than 24 Months following the delivery of the Development Report in which such Planned Well or Planned Separator Facility was\ninitially included or (iii) anticipates drilling a Well or putting into service a Separator Facility that has not been included in a Development Report and that has a Target On-Line Date earlier than 24\nMonths following the next delivery of a Development Report (any such Well or Separator Facility, an “Additional/Accelerated Well”); provided that any Well that is to be serviced by a Separator Facility or a Planned Separator\nFacility that is not described in the foregoing clauses (i) through (iii) shall not constitute an Additional/ Accelerated Well. Gatherer will use its commercially reasonable efforts to modify the System Plan and to cause the necessary\ngathering facilities to be constructed prior to the On-Line Deadline for such Additional/Accelerated Well; provided that, with respect to Additional/ Accelerated Wells of the type described in clauses\n(i) and (ii) of the first sentence of this paragraph, there shall be no penalty to Gatherer hereunder unless Gatherer fails to connect such Additional/ Accelerated Well on or prior to the Target\nOn-Line Date set forth in the applicable Development Report (prior to the acceleration of such timeline) and, with respect to Additional/ Accelerated Wells of the type described in clause (iii) of the\nfirst sentence of this paragraph, there shall be no penalty to Gatherer hereunder unless Gatherer fails to connect such Additional/ Accelerated Well on or prior to 24 Months following receipt of written notice regarding such Additional/ Accelerated\nWell. From time to time, Producer may provide written notice to Gatherer that Producer (i) has delayed the Target On-Line Date for a Planned Well or Planned Separator Facility, (ii) anticipates\neliminating a Planned Well or Planned Separator Facility from its development plans and the Development Report or (iii) anticipates shutting in a Well or Separator Facility that has been producing. Producer shall endeavor to ensure that the\nDevelopment Report does not include any planned or existing Wells or Separator Facilities that Producer has determined should not be drilled, operated, maintained or put into service. To the extent that Producer has included any such Well or\nSeparator Facility in a Development Report, Producer shall provide Gatherer with information regarding its revised assessment of such Well or Separator Facility. Gatherer may adjust the System Plan as it determines to be appropriate and commercially\nreasonable to accommodate such elimination of Wells and Separator Facilities."} +{"idx": 63, "level": 3, "span": "(d)    Cancellation of Planned Wells and Planned Separator Facilities\nIf\n(i) Gatherer reasonably determines that Producer has permanently abandoned the drilling or installation of any Planned Well or Planned Separator Facility or Producer notifies Gatherer that Producer intends to permanently abandon the drilling or\ninstallation of any Planned Well or Planned Separator Facility (whether through the delivery of an updated Development Report or otherwise, the date on which such determination is made, the “Abandonment Date”), (ii) Gatherer had begun to\ndesign or construct the Facility Segment to connect such Planned Well or Planned Separator Facility to the System prior to such Abandonment Date, and (iii) the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or\ncommitted by Gatherer prior to the Abandonment Date exceeds the Threshold Amount, then Producer shall reimburse Gatherer for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or committed by Gatherer prior\nto such Abandonment Date to design and construct such Facility Segment."} +{"idx": 63, "level": 3, "span": "(e)    Substation and Interconnection\nFacilities. The obligations of Gatherer hereunder to design and construct the Individual System and to perform the Services do not include the design or construction of any substation or other interconnecting facilities required to procure\nelectricity for the Individual System. If a substation or any other interconnecting facility is required in order for Gatherer to perform its obligations hereunder, Gatherer and Producer shall enter into a separate agreement setting forth each\nParty’s responsibilities in connection therewith, including an allocation of responsibility for all associated costs and expenses."} +{"idx": 63, "level": 3, "span": "(a)    If Gatherer fails to complete any facilities described Section 3.2(b) by the\nOn-Line Deadline for such facilities and Gatherer elects to temporarily release such the applicable Dedicated Production under Section 3.2(b), then Producer may enter into a contract with a Third Party to\nprovide services with respect to the Dedicated Production that is anticipated to be serviced by the new facilities if the term of such contract does not exceed three Months (and may be renewed in three-Month increments until such time as Gatherer\nhas completed the applicable facilities). If any such contract is in effect with respect to any Well, Producer will not be obligated to connect such Well to the System until the first Day of the Month following expiration of such contract."} +{"idx": 63, "level": 3, "span": "(b)    If at any time, (i) Producer fails to deliver a Development Report on or before the applicable deadline set\nforth in Section 3.1(a), (ii) a Development Report delivered by Producer failed to describe any Well, or (iii) the average rate of production at any Receipt Point described in the then-applicable Development Report exceeds Producer’s\nforecast for such Receipt Point set forth in such Development Report, and as a result, Gatherer has not completed any new, modified, or enhanced facilities necessary to allow Gatherer to accept all of the Product Tendered by Producer at a Receipt\nPoint, then (x) within a reasonable time after Gatherer becomes aware of the need for such new, modified, or enhanced facilities, Gatherer shall elect, in its sole discretion, whether to proceed with the development and completion of such\nfacilities by providing notice to Producer, and (y) if Gatherer elects to proceed with the development and completion of such facilities, (1) Gatherer shall cause such facilities to be completed within a reasonable time after such\nelection, and (2) pending the completion"} +{"idx": 63, "level": 3, "span": "(c)    Any time Producer makes alternative arrangements with a Third Party for the provision of services or to accept\nProduct as provided for in this Agreement, Producer shall (i) if Gatherer anticipates being able to provide Services hereunder or to accept Product within a period of time that is shorter than three Months, use commercially reasonable efforts\nto enter into a contract with a term that expires on or around the date on which Gatherer anticipates being able to provide Services hereunder or to accept Product, and (ii) notify Gatherer of the term of such contract promptly after execution\nthereof. Prior to requiring Producer to begin using, or resume using, as applicable, Services hereunder, Gatherer shall provide notice to Producer of the date on which Gatherer expects to be ready, willing and able to begin providing Services to\nProducer no later than 45 Days prior to the expiration of the Third Party contract. In no event shall Producer be required to begin using, or resume using, as applicable, Services on a Day other than the first Day of a Month."} +{"idx": 63, "level": 3, "span": "(a)    Producer’s Grant of Easement\nProducer hereby grants to Gatherer, without\nwarranty of title, either express or implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, an easement and right of way upon all lands constituting Dedicated Properties for\nthe purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting and removing all or any portion of the applicable Individual System, including all pipelines, meters and other equipment necessary\nfor the performance by Gatherer of this Agreement. If necessary, Producer agrees to use commercially reasonable efforts to assign to Gatherer rights under any Lease to the extent such assignment is necessary to grant such easement and right of way.\nAny property of Gatherer placed in or upon such lands shall remain the property of Gatherer and may be disconnected or removed by Gatherer at any time for any reason. Gatherer shall release, protect, defend, indemnify and hold harmless Producer\nGroup from and against all Losses arising out of or in connection with Gatherer’s use of or operations on the easement and right-of-way granted under this Section\n3.5(a), except to the extent that such Losses are caused by the gross negligence or willful misconduct of any member of Gatherer Group."} +{"idx": 63, "level": 3, "span": "(b)    Producer Does Not Have Obligation to Maintain\nProducer shall not have a duty to maintain in force and effect any\nunderlying agreements (such as any lease, easement, or surface use agreement) that the grants of easements or rights of way by Producer to Gatherer under Section 3.5(a) are based upon, and such grants of easements or rights of way will terminate if\nProducer loses its rights to the applicable property, regardless of the reason for such loss of rights."} +{"idx": 63, "level": 3, "span": "(c)    Gatherer Does Not Have Obligation to Maintain\nGatherer shall not have\na duty to maintain in force and effect any underlying agreements that the grants of easements or rights of way by Gatherer to Producer pursuant to Section 3.5(a) are based upon, and such grants of easements or rights of way will terminate if\nGatherer loses its rights to the applicable property, regardless of the reason for such loss of rights."} +{"idx": 63, "level": 3, "span": "(d)    No\nInterference. Gatherer’s exercise of the rights granted to Gatherer by Producer pursuant to this Section 3.5 shall not unreasonably interfere with Producer’s operations or with the rights of owners in fee with respect to the\napplicable lands, and such rights will be exercised in material compliance with all applicable Laws and the safety and other reasonable access requirements of Producer."} +{"idx": 63, "level": 2, "span": "ARTICLE 4"} +{"idx": 63, "level": 2, "span": "MEASUREMENT\nDEVICES\nSection 4.1 Measurement Devices.\n(a)    Gatherer shall construct, install, own, and operate (or cause to be constructed, installed, and operated) the\nMeasurement Devices located at the Measurement Points. Gatherer may, in its discretion, construct, install, own, and operate (or cause to be constructed, installed, and operated) Measurement Devices located at or upstream of the Delivery Points or\nat or downstream of the Receipt Points.\n(b)    Gatherer shall cause all Measurement Devices that are owned by\nGatherer to be constructed, installed, and operated in accordance with applicable industry standards and applicable Laws, and as set forth in the current System Plan.\n(c)    Producer shall have the right, at its sole expense, to install, own and operate Measurement Devices located at the\nMeasurement Points, Receipt Points and Delivery Points. Producer shall cause Producer Meters to be installed, subsequent to providing a minimum of 72 hours’ notice to Gatherer, so as not to interfere with Gatherer’s Measurement Devices and\nshall take steps that are reasonable and customary in the industry to mitigate or prevent any problems that may interfere with Gatherer’s Measurement Devices at the Measurement Points.\n(d)    Gatherer may elect to use a Producer Meter as the Measurement Device for a Measurement Point in lieu of\nconstructing, installing, owning, and operating a Measurement Device located at such Measurement Point by providing notice to Producer (including by detailing such election in the applicable System Plan). If Gatherer elects to use such Producer\nMeter as the Measurement Device for a Measurement Point, Producer shall provide Gatherer reasonable access to such Producer Meter, including prior advance notice of, and the ability to witness, the calibration of such Producer Meter.\n(e)    Producer and Gatherer shall cause Measurement Devices owned by such\nParty to be constructed, installed and operated in accordance with the following depending on the type of meter used:\n(i)    API Manual of Petroleum Measurement Standard, Chapter 6.1, Metering Assemblies, Lease Automatic Custody Transfer\n(LACT)\n(ii)    API, MPMS, Spec 11N, Specification for Lease Automatic Custody Transfer (LACT)\n(f)    Gatherer may (but shall not be obligated to) replace or make any alterations to the Measurement Devices necessary\nto comply with any subsequent amendments, revisions or modifications of applicable Law or the American Gas Association Reports cited above. With respect to Producer Meters that Gatherer has elected to use, Producer may (but shall not be obligated\nto) replace or make any alterations to the Measurement Devices necessary to comply with any subsequent amendments, revisions or modifications of applicable Law or the American Gas Association Reports cited above.\n(g)    The accuracy of all Measurement Devices at the Measurement Points and Delivery Points and of all Measurement\nDevices that serve as “check meters” for any such Measurement Point or Delivery Point Measurement Devices will be verified by the owner of such Measurement Device (the “Owner”) at Monthly intervals and, if requested, in the\npresence of a representative of the other Party (the “Beneficiary”). The Owner shall verify the accuracy of any owned Measurement Device before the next Monthly verification required by the preceding sentence if the Beneficiary makes a\nwritten request for a special test as described below. Notwithstanding the foregoing, when Daily deliveries of Product at any Measurement Point or Delivery Point average 100 Barrels per Day or less during any Month, the Owner may request from the\nBeneficiary that the accuracy of the Measurement Devices at such Measurement Point or Delivery Point be verified quarterly. If, upon any test, any (i) Measurement Device at the Measurement Point is found to be inaccurate by 2.0% or less or\n(ii) Measurement Device at the Delivery Point is found to be inaccurate by 0.25% or less, previous readings of such Measurement Device will be considered correct in computing the deliveries of Product under this Agreement. If, upon any test,\nany (1) Measurement Device at the Measurement Point is found to be inaccurate by more than 2.0% or (2) Measurement Device at the Delivery Point is found to be inaccurate by more than 0.25% (excessive meter factor deviation), such\nMeasurement Device will immediately be removed from service, adjusted, repaired or replaced to record accurately (within the manufacturer’s allowance for error) and reproved prior to returning to service. If the excessive meter factor deviation\ncan be explained by changing conditions (gravity, temperature or flow-rate) no corrective action may be taken if mutually agreed upon by both the Owner and the Beneficiary. Any previous recordings of such Measurement Device with an excessive meter\nfactor deviation will be corrected by using the arithmetic average of the malfunction factor and the previous factor shall be applied to the production measured through the meter between the date of the previous factor and the date of the\nmalfunction factor. The proving report must clearly indicate the meter’s malfunction factor and all remarks associated with the repairs or adjustments. If the Beneficiary desires a special test of any Measurement Device, at least 72 hours’\nadvance written notice will be given to the Owner, and the Parties will cooperate to secure a prompt test of the accuracy of such Measurement Device. If the Measurement Device so tested is found to be inaccurate by 2.0% or less or 0.25% or less, as\napplicable, the Owner will have the right to bill the Beneficiary for the costs incurred due to such special test, including any labor and transportation costs, and the Beneficiary will pay such costs promptly upon invoice therefor.\n(h)    If requested by the Beneficiary, the Measurement Devices owned by\nOwner shall include a sufficient number of data ports, and Owner shall permit Beneficiary to connect to such data ports, as shall be required to provide to Beneficiary on a real-time basis all measurement data generated by such measurement\nequipment. Beneficiary shall be responsible at its own cost for obtaining equipment and services to connect to such data ports and receive and process such data.\n(i)    Each Party shall make the charts and records by which measurements are determined available for the use of the\nother Party in fulfilling the terms and conditions thereof. Each Party shall, upon written request of the other Party, mail, email or deliver for checking and calculation all volume, BS&W, and gravity, average flowing temperature, average\nflowing pressure and other meter or test records in its possession and used in the measurement or allocation of Product delivered under this Agreement within 30 Days after the last chart for each billing period is removed from the meter. Such data\nshall be returned within 90 Days after the receipt thereof.\n(j)    Each Party shall preserve or cause to be preserved\nfor mutual use all test data or other similar records in accordance with the applicable rules and regulations of regulatory bodies having jurisdiction, if any, with respect to the retention of such records, and, in any event, for at least 24 Months.\n(k)    So long as the Parties to this Agreement are also parties to a Transaction Document that covers Gas, the\nrequirements for Measurement Devices in respect of Flash Gas shall be covered by such Transaction Document. If at any time the Parties to this Agreement are not also party to another Transaction Document that covers Gas, the Parties shall set forth\nin the Agreement Addendum or an appropriate amendment to this Agreement the requirements for Measurement Devices pertaining to Flash Gas; absent such agreement, Gatherer shall install and maintain measuring equipment at the Delivery Points that is\nin accordance with applicable API standards.\nSection 4.2 Measurement Procedures. Gatherer shall use the Measurement\nDevices owned by Gatherer (or if Gatherer’s rights under Section 4.1(d) are exercised, then the Measurement Devices owned by Producer) at the Measurement Points to determine the volumes of Product passing through the Individual System\nfor purposes of Article 6 and Article 10. Gatherer shall cause (or if Gatherer’s rights under Section 4.1(d) are exercised, then Producer shall cause) the measurements of the quantity and quality of all Product measured at\nthe Measurement Points (and at each Receipt Point or Delivery Point at which measurements are taken) to be conducted in accordance with industry standards (referenced below) and governmental regulations.\nAPI Manual of Petroleum Measurement Standards:\nChapter 4,\nProving Systems\nChapter 5.1. General Considerations for Measurement by Meters\nChapter 5.6, Measurement of Liquid by Coriolis Meters\nChapter\n7, Temperature Determination Chapter 8, Sampling\nChapter 8.2, Automatic Sampling of Petroleum and Petroleum Products\nChapter 9, Density Determination\nChapter 10, Sediment and\nWater\nChapter 12.2, Calculation of Petroleum Quantities Measured by Turbine or Displacement Meters\nSection 4.3 Product Meter Adjustments. If a Measurement Device is out of service or registering inaccurately, the Parties\nshall determine the quantities of Product received or delivered during such period as follows:\n(a)    By using the\nregistration of any check meter or meters, if installed and accurately registering; or in the absence of such check meters,\n(b)    By using a meter operating in parallel with the estimated volume corrected for any differences found when the\nmeters are operating properly,\n(c)    By correcting the error if the percentage of error is ascertainable by\ncalibration, tests or mathematical calculation, such as step change, uncertainty calculation or balance adjustment; or in the absence of check meters and the ability to make corrections under this Section 4.3(c), then,\n(d)    By estimating the quantity received or delivered by receipts or deliveries during periods under similar conditions\nwhen the meter was registering accurately."} +{"idx": 63, "level": 3, "span": "(a)    Gatherer shall construct, install, own, and operate (or cause to be constructed, installed, and operated) the\nMeasurement Devices located at the Measurement Points. Gatherer may, in its discretion, construct, install, own, and operate (or cause to be constructed, installed, and operated) Measurement Devices located at or upstream of the Delivery Points or\nat or downstream of the Receipt Points."} +{"idx": 63, "level": 3, "span": "(b)    Gatherer shall cause all Measurement Devices that are owned by\nGatherer to be constructed, installed, and operated in accordance with applicable industry standards and applicable Laws, and as set forth in the current System Plan."} +{"idx": 63, "level": 3, "span": "(c)    Producer shall have the right, at its sole expense, to install, own and operate Measurement Devices located at the\nMeasurement Points, Receipt Points and Delivery Points. Producer shall cause Producer Meters to be installed, subsequent to providing a minimum of 72 hours’ notice to Gatherer, so as not to interfere with Gatherer’s Measurement Devices and\nshall take steps that are reasonable and customary in the industry to mitigate or prevent any problems that may interfere with Gatherer’s Measurement Devices at the Measurement Points."} +{"idx": 63, "level": 3, "span": "(d)    Gatherer may elect to use a Producer Meter as the Measurement Device for a Measurement Point in lieu of\nconstructing, installing, owning, and operating a Measurement Device located at such Measurement Point by providing notice to Producer (including by detailing such election in the applicable System Plan). If Gatherer elects to use such Producer\nMeter as the Measurement Device for a Measurement Point, Producer shall provide Gatherer reasonable access to such Producer Meter, including prior advance notice of, and the ability to witness, the calibration of such Producer Meter."} +{"idx": 63, "level": 3, "span": "(e)    Producer and Gatherer shall cause Measurement Devices owned by such\nParty to be constructed, installed and operated in accordance with the following depending on the type of meter used:"} +{"idx": 63, "level": 4, "span": "(i)    API Manual of Petroleum Measurement Standard, Chapter 6.1, Metering Assemblies, Lease Automatic Custody Transfer\n(LACT)"} +{"idx": 63, "level": 4, "span": "(ii)    API, MPMS, Spec 11N, Specification for Lease Automatic Custody Transfer (LACT)"} +{"idx": 63, "level": 3, "span": "(f)    Gatherer may (but shall not be obligated to) replace or make any alterations to the Measurement Devices necessary\nto comply with any subsequent amendments, revisions or modifications of applicable Law or the American Gas Association Reports cited above. With respect to Producer Meters that Gatherer has elected to use, Producer may (but shall not be obligated\nto) replace or make any alterations to the Measurement Devices necessary to comply with any subsequent amendments, revisions or modifications of applicable Law or the American Gas Association Reports cited above."} +{"idx": 63, "level": 3, "span": "(g)    The accuracy of all Measurement Devices at the Measurement Points and Delivery Points and of all Measurement\nDevices that serve as “check meters” for any such Measurement Point or Delivery Point Measurement Devices will be verified by the owner of such Measurement Device (the “Owner”) at Monthly intervals and, if requested, in the\npresence of a representative of the other Party (the “Beneficiary”). The Owner shall verify the accuracy of any owned Measurement Device before the next Monthly verification required by the preceding sentence if the Beneficiary makes a\nwritten request for a special test as described below. Notwithstanding the foregoing, when Daily deliveries of Product at any Measurement Point or Delivery Point average 100 Barrels per Day or less during any Month, the Owner may request from the\nBeneficiary that the accuracy of the Measurement Devices at such Measurement Point or Delivery Point be verified quarterly. If, upon any test, any (i) Measurement Device at the Measurement Point is found to be inaccurate by 2.0% or less or\n(ii) Measurement Device at the Delivery Point is found to be inaccurate by 0.25% or less, previous readings of such Measurement Device will be considered correct in computing the deliveries of Product under this Agreement. If, upon any test,\nany (1) Measurement Device at the Measurement Point is found to be inaccurate by more than 2.0% or (2) Measurement Device at the Delivery Point is found to be inaccurate by more than 0.25% (excessive meter factor deviation), such\nMeasurement Device will immediately be removed from service, adjusted, repaired or replaced to record accurately (within the manufacturer’s allowance for error) and reproved prior to returning to service. If the excessive meter factor deviation\ncan be explained by changing conditions (gravity, temperature or flow-rate) no corrective action may be taken if mutually agreed upon by both the Owner and the Beneficiary. Any previous recordings of such Measurement Device with an excessive meter\nfactor deviation will be corrected by using the arithmetic average of the malfunction factor and the previous factor shall be applied to the production measured through the meter between the date of the previous factor and the date of the\nmalfunction factor. The proving report must clearly indicate the meter’s malfunction factor and all remarks associated with the repairs or adjustments. If the Beneficiary desires a special test of any Measurement Device, at least 72 hours’\nadvance written notice will be given to the Owner, and the Parties will cooperate to secure a prompt test of the accuracy of such Measurement Device. If the Measurement Device so tested is found to be inaccurate by 2.0% or less or 0.25% or less, as\napplicable, the Owner will have the right to bill the Beneficiary for the costs incurred due to such special test, including any labor and transportation costs, and the Beneficiary will pay such costs promptly upon invoice therefor."} +{"idx": 63, "level": 3, "span": "(h)    If requested by the Beneficiary, the Measurement Devices owned by\nOwner shall include a sufficient number of data ports, and Owner shall permit Beneficiary to connect to such data ports, as shall be required to provide to Beneficiary on a real-time basis all measurement data generated by such measurement\nequipment. Beneficiary shall be responsible at its own cost for obtaining equipment and services to connect to such data ports and receive and process such data."} +{"idx": 63, "level": 4, "span": "(i)    Each Party shall make the charts and records by which measurements are determined available for the use of the\nother Party in fulfilling the terms and conditions thereof. Each Party shall, upon written request of the other Party, mail, email or deliver for checking and calculation all volume, BS&W, and gravity, average flowing temperature, average\nflowing pressure and other meter or test records in its possession and used in the measurement or allocation of Product delivered under this Agreement within 30 Days after the last chart for each billing period is removed from the meter. Such data\nshall be returned within 90 Days after the receipt thereof."} +{"idx": 63, "level": 3, "span": "(j)    Each Party shall preserve or cause to be preserved\nfor mutual use all test data or other similar records in accordance with the applicable rules and regulations of regulatory bodies having jurisdiction, if any, with respect to the retention of such records, and, in any event, for at least 24 Months."} +{"idx": 63, "level": 3, "span": "(k)    So long as the Parties to this Agreement are also parties to a Transaction Document that covers Gas, the\nrequirements for Measurement Devices in respect of Flash Gas shall be covered by such Transaction Document. If at any time the Parties to this Agreement are not also party to another Transaction Document that covers Gas, the Parties shall set forth\nin the Agreement Addendum or an appropriate amendment to this Agreement the requirements for Measurement Devices pertaining to Flash Gas; absent such agreement, Gatherer shall install and maintain measuring equipment at the Delivery Points that is\nin accordance with applicable API standards."} +{"idx": 63, "level": 3, "span": "(a)    By using the\nregistration of any check meter or meters, if installed and accurately registering; or in the absence of such check meters,"} +{"idx": 63, "level": 3, "span": "(b)    By using a meter operating in parallel with the estimated volume corrected for any differences found when the\nmeters are operating properly,"} +{"idx": 63, "level": 3, "span": "(c)    By correcting the error if the percentage of error is ascertainable by\ncalibration, tests or mathematical calculation, such as step change, uncertainty calculation or balance adjustment; or in the absence of check meters and the ability to make corrections under this Section 4.3(c), then,"} +{"idx": 63, "level": 3, "span": "(d)    By estimating the quantity received or delivered by receipts or deliveries during periods under similar conditions\nwhen the meter was registering accurately."} +{"idx": 63, "level": 2, "span": "ARTICLE 5"} +{"idx": 63, "level": 2, "span": "TENDER, NOMINATION, AND GATHERING OF PRODUCTION\nSection 5.1 Tender of Dedicated Production. Subject to Section 5.3(b), each Day during the Term, Producer shall Tender to\nthe Individual System at each applicable Receipt Point all of the Dedicated Production available to Producer at such Receipt Point.\nSection 5.2 Services; Service Standard.\n(a)    Services. Subject to the provisions of this Agreement, Gatherer shall (i) provide Services for all Product that\nis Tendered by Producer to Gatherer at the applicable Receipt Point, (ii) redeliver to Producer or for the benefit of Producer at the relevant Delivery Point (as designated by Producer) equivalent quantities of such Product, less any Associated\nWater and Flash Gas removed therefrom attributable to Producer’s owned or Controlled Product, taking into account any System Gains/ Losses, and (iii) cause the System to be able to flow such Product at volumes produced into each Individual\nSystem, in each case, so long as total crude volumes for the respective Individual System are not greater than the current capacity of the System.\n(b)    Services Standard. Gatherer shall own and operate the System and perform the Services in a good and workmanlike\nmanner in accordance with standards customary in the industry.\n(c)    Priority of Service. Gatherer shall cause\nProduct delivered by Producer to have priority service on the System over Product of any Third Party. Gatherer’s performance of its\nobligations under Section 5.3(a) with respect to any Product produced from any Well but not included on a Development Report or for which new, modified, or enhanced facilities are contemplated in\na System Plan, shall at all times be subject to the available capacity on the System at the time that Product is available to be Tendered by Producer at a Receipt Point; provided, however, that Producer may make alternative arrangements for the\nProduct not received by Gatherer pursuant to Section 3.3.\nSection 5.3 Nominations, Scheduling, and Curtailment.\nNominations and scheduling of Product available for, and interruptions and curtailment of, Services under this Agreement shall be performed in accordance with the following provisions:\n(a)    Nominations. Product shall be received only under a nomination submitted by Producer. For purposes of this\nAgreement, a nomination is the volume, in Barrels per day, forecasted by Producer to be delivered to Receipt Points and redelivered by Gatherer to Delivery Points for a particular month of Deliver. Nominations shall be submitted on or before the\n25th day of the Month preceding the Month of delivery.\n(b)    Consistent Quantities. Producer and Gatherer shall use\ncommercially reasonable efforts to cause Product to be received and redelivered under this Agreement at similar quantities for a delivery Month. System storage shall be used only for the operational purposes of Gatherer, as determined solely by\nGatherer.\n(c)    Target Pressures. Gatherer shall use its commercially reasonable efforts to maintain the operating\npressure of each Facility Segment, as measured at the inlet flange of the central facility of the applicable Facility Segment, at a level that is equal to or less than the Target Pressure.\n(d)    Adjustments. Nothing contained in this Agreement shall preclude Gatherer from taking reasonable actions necessary\nto adjust receipts or deliveries under this Agreement in order to maintain the operational integrity and safety of the System.\n(e)    Line Fill. \n(i)    Producer shall deliver to Gatherer a pro rata portion of the Product that Gatherer determines is necessary for\nefficient operation of the System (such pro rata portion, the “Producer Line Fill”), and Gatherer shall not be obligated to receive any Product Tendered by Producer until Producer’s delivery of Product to Gatherer has met the Producer\nLine Fill.\n(ii)    Gatherer shall maintain an inventory account (the “Inventory Account”) for Producer and\neach other shipper or producer on the System which reflects for each Month with respect to each producer and shipper on the System (including Producer) (i) the total volumes received and delivered; (ii) the starting and ending minimum line\nfill required; (iii) the starting and ending amount of crude oil inventory in Gatherer’s facilities above the minimum line fill required; and (iv) any other information deemed necessary and appropriate by Gatherer, all on an\nIndividual System basis. Gatherer shall provide a statement of Producer’s Inventory Account as part of the supplemental and supporting information for each invoice.\n(iii)    At the end of the Term, Producer’s Product in inventory (both Producer Line Fill and any amounts above\nProducer Line Fill quantities) within Gatherer’s System, or within the respective Individual System within Gatherer’s System, will be delivered by Gatherer to the Delivery Point specified by Producer within sixty (60) days after the\nend of the Term.\nSection 5.4 Suspension/Shutdown of Service.\n(a)    Shutdown. During any period when all or any portion of the Individual System is shut down (i) because of\nmaintenance, repairs, or Force Majeure, (ii) because such shutdown is necessary to avoid injury or harm to Persons or property, to the environment or to the integrity of all or any portion of the Individual System or (iii) because\nproviding Services hereunder has become uneconomic as further described in Section 13.2, Gatherer may interrupt or curtail receipts of Producer’s Product and the Product of other producers as set forth herein. In such cases, Gatherer shall\nhave no liability to Producer (subject to Section 5.4(d) and Section 11.1(b)) for its failure to receive Product, except to the extent such shutdown is caused by the gross negligence or willful misconduct of Gatherer. If Gatherer is required to so\ninterrupt or curtail receipts of Product, Gatherer will advise (by telephone, following up by writing, which writing may be in the form of electronic mail) Producer of such interruption or curtailment as soon as practicable or in any event within\ntwenty-four hours after the occurrence of such event.\n(b)    Planned Curtailments and Interruptions.\n(i)    Gatherer shall have the right to curtail or interrupt receipts and deliveries of Product for brief periods to\nperform necessary maintenance of and repairs or modifications (including modifications required to perform its obligations under this Agreement) to the Individual System; provided, however, that to the extent reasonably practicable, Gatherer shall\ncoordinate its maintenance, repair and modification operations with the operations of Producer and, in any case, will use its reasonable efforts to schedule maintenance, repair and modification operations so as to avoid or minimize to the greatest\nextent possible service curtailments or interruptions.\n(ii)    Gatherer shall provide Producer (x) with 10 Days\nprior notice of any upcoming normal and routine maintenance, repair and modification projects that Gatherer has planned that would result in a curtailment or interruption of Producer’s deliveries and the estimated time period for such\ncurtailment or interruption and (y) with six Months prior notice of any maintenance (A) of which Gatherer has knowledge at least six Months in advance and (B) that is anticipated to result in a curtailment or interruption of\nProducer’s deliveries for five or more consecutive Days.\n(c)    Other Operations. It is specifically understood\nby Producer that operations and activities on facilities upstream or downstream of the Individual System beyond Gatherer’s control may impact operations on the Individual System, and the Parties agree that Gatherer shall have no liability for\nany operations or activities upstream or downstream of the Individual System.\n(d)    Temporary Release. If at any\ntime Gatherer interrupts or curtails receipts and deliveries of Product pursuant to this Section 5.4 for a period of 30 consecutive Days, then at Producer’s written request, the affected volumes of Product shall be temporarily released\nfrom dedication to this Agreement commencing as of the date of such request and ending on the date described in Section 2.4(b).\nSection 5.5 Marketing and Transportation. As between the Parties, Producer shall be\nsolely responsible, and shall make all necessary arrangements at and downstream of the Delivery Points, for the receipt, further transportation, and marketing of Producer’s owned and Controlled Product delivered hereunder.\nSection 5.6 No Prior Flow of Product in Interstate Commerce. Producer represents and warrants that at the time of Tender,\nnone of the Product delivered at a Receipt Point hereunder has flowed in interstate commerce."} +{"idx": 63, "level": 3, "span": "(a)    Services\nSubject to the provisions of this Agreement, Gatherer shall (i) provide Services for all Product that\nis Tendered by Producer to Gatherer at the applicable Receipt Point, (ii) redeliver to Producer or for the benefit of Producer at the relevant Delivery Point (as designated by Producer) equivalent quantities of such Product, less any Associated\nWater and Flash Gas removed therefrom attributable to Producer’s owned or Controlled Product, taking into account any System Gains/ Losses, and (iii) cause the System to be able to flow such Product at volumes produced into each Individual\nSystem, in each case, so long as total crude volumes for the respective Individual System are not greater than the current capacity of the System."} +{"idx": 63, "level": 3, "span": "(b)    Services Standard\nGatherer shall own and operate the System and perform the Services in a good and workmanlike\nmanner in accordance with standards customary in the industry."} +{"idx": 63, "level": 3, "span": "(c)    Priority of Service\nGatherer shall cause\nProduct delivered by Producer to have priority service on the System over Product of any Third Party. Gatherer’s performance of its"} +{"idx": 63, "level": 3, "span": "(a)    Nominations\nProduct shall be received only under a nomination submitted by Producer. For purposes of this\nAgreement, a nomination is the volume, in Barrels per day, forecasted by Producer to be delivered to Receipt Points and redelivered by Gatherer to Delivery Points for a particular month of Deliver. Nominations shall be submitted on or before the\n25th day of the Month preceding the Month of delivery."} +{"idx": 63, "level": 3, "span": "(b)    Consistent Quantities\nProducer and Gatherer shall use\ncommercially reasonable efforts to cause Product to be received and redelivered under this Agreement at similar quantities for a delivery Month. System storage shall be used only for the operational purposes of Gatherer, as determined solely by\nGatherer."} +{"idx": 63, "level": 3, "span": "(c)    Target Pressures\nGatherer shall use its commercially reasonable efforts to maintain the operating\npressure of each Facility Segment, as measured at the inlet flange of the central facility of the applicable Facility Segment, at a level that is equal to or less than the Target Pressure."} +{"idx": 63, "level": 3, "span": "(d)    Adjustments\nNothing contained in this Agreement shall preclude Gatherer from taking reasonable actions necessary\nto adjust receipts or deliveries under this Agreement in order to maintain the operational integrity and safety of the System."} +{"idx": 63, "level": 3, "span": "(e)    Line Fill"} +{"idx": 63, "level": 4, "span": "(i)    Producer shall deliver to Gatherer a pro rata portion of the Product that Gatherer determines is necessary for\nefficient operation of the System (such pro rata portion, the “Producer Line Fill”), and Gatherer shall not be obligated to receive any Product Tendered by Producer until Producer’s delivery of Product to Gatherer has met the Producer\nLine Fill."} +{"idx": 63, "level": 4, "span": "(ii)    Gatherer shall maintain an inventory account (the “Inventory Account”) for Producer and\neach other shipper or producer on the System which reflects for each Month with respect to each producer and shipper on the System (including Producer) (i) the total volumes received and delivered; (ii) the starting and ending minimum line\nfill required; (iii) the starting and ending amount of crude oil inventory in Gatherer’s facilities above the minimum line fill required; and (iv) any other information deemed necessary and appropriate by Gatherer, all on an\nIndividual System basis. Gatherer shall provide a statement of Producer’s Inventory Account as part of the supplemental and supporting information for each invoice."} +{"idx": 63, "level": 4, "span": "(iii)    At the end of the Term, Producer’s Product in inventory (both Producer Line Fill and any amounts above\nProducer Line Fill quantities) within Gatherer’s System, or within the respective Individual System within Gatherer’s System, will be delivered by Gatherer to the Delivery Point specified by Producer within sixty (60) days after the\nend of the Term."} +{"idx": 63, "level": 3, "span": "(a)    Shutdown\nDuring any period when all or any portion of the Individual System is shut down (i) because of\nmaintenance, repairs, or Force Majeure, (ii) because such shutdown is necessary to avoid injury or harm to Persons or property, to the environment or to the integrity of all or any portion of the Individual System or (iii) because\nproviding Services hereunder has become uneconomic as further described in Section 13.2, Gatherer may interrupt or curtail receipts of Producer’s Product and the Product of other producers as set forth herein. In such cases, Gatherer shall\nhave no liability to Producer (subject to Section 5.4(d) and Section 11.1(b)) for its failure to receive Product, except to the extent such shutdown is caused by the gross negligence or willful misconduct of Gatherer. If Gatherer is required to so\ninterrupt or curtail receipts of Product, Gatherer will advise (by telephone, following up by writing, which writing may be in the form of electronic mail) Producer of such interruption or curtailment as soon as practicable or in any event within\ntwenty-four hours after the occurrence of such event."} +{"idx": 63, "level": 3, "span": "(b)    Planned Curtailments and Interruptions."} +{"idx": 63, "level": 4, "span": "(i)    Gatherer shall have the right to curtail or interrupt receipts and deliveries of Product for brief periods to\nperform necessary maintenance of and repairs or modifications (including modifications required to perform its obligations under this Agreement) to the Individual System; provided, however, that to the extent reasonably practicable, Gatherer shall\ncoordinate its maintenance, repair and modification operations with the operations of Producer and, in any case, will use its reasonable efforts to schedule maintenance, repair and modification operations so as to avoid or minimize to the greatest\nextent possible service curtailments or interruptions."} +{"idx": 63, "level": 4, "span": "(ii)    Gatherer shall provide Producer (x) with 10 Days\nprior notice of any upcoming normal and routine maintenance, repair and modification projects that Gatherer has planned that would result in a curtailment or interruption of Producer’s deliveries and the estimated time period for such\ncurtailment or interruption and (y) with six Months prior notice of any maintenance (A) of which Gatherer has knowledge at least six Months in advance and (B) that is anticipated to result in a curtailment or interruption of\nProducer’s deliveries for five or more consecutive Days."} +{"idx": 63, "level": 3, "span": "(c)    Other Operations\nIt is specifically understood\nby Producer that operations and activities on facilities upstream or downstream of the Individual System beyond Gatherer’s control may impact operations on the Individual System, and the Parties agree that Gatherer shall have no liability for\nany operations or activities upstream or downstream of the Individual System."} +{"idx": 63, "level": 3, "span": "(d)    Temporary Release\nIf at any\ntime Gatherer interrupts or curtails receipts and deliveries of Product pursuant to this Section 5.4 for a period of 30 consecutive Days, then at Producer’s written request, the affected volumes of Product shall be temporarily released\nfrom dedication to this Agreement commencing as of the date of such request and ending on the date described in Section 2.4(b)."} +{"idx": 63, "level": 2, "span": "ARTICLE 6"} +{"idx": 63, "level": 2, "span": "FEES\nSection 6.1\nFees. Producer shall pay Gatherer each Month in accordance with the terms of this Agreement for all Services provided by Gatherer with respect to Dedicated Production received by Gatherer from Producer or for Producer’s account during\nsuch Month, an amount, for each Individual System, equal to the sum of (i) the product of (x) the Net Standard Volume of Product, stated in Barrels, received by Gatherer from Producer or for Producer’s account at the applicable\nReceipt Points for such Product within the applicable Individual System during such Month, multiplied by (y) the applicable Individual Fee, plus (ii) an amount equal to Producer’s allocated portion of the actual costs incurred by\nGatherer for electricity required to provide Services, such allocation to be based upon the aggregate quantities of Product received by Gatherer.\nSection 6.2 Fee Adjustments. \n(a)    Redetermination.\n(i)    Redetermination Proposal. Between November 1 and December 31 of any Year, Gatherer may prepare and\ndeliver to Producer for its review and comment a written proposal (each, a “Redetermination Proposal”) to redetermine each Individual Fee in accordance with this Section 6.2(a). Each Redetermination Proposal shall include relevant\nsupporting documentation based upon the latest updated Development Report and System Plan and shall take into account future items including projected production volumes, operating revenue projections, and budgeted amounts for capital expenditures\nand all estimated operating expenses that Gatherer believes will be necessary to provide the applicable Services as contemplated by the latest updated Development Report and System Plan; provided that a redetermined Individual Fee as agreed to by\nthe Parties (a “Redetermined Individual Fee”) shall not recoup the difference between (A) estimated operating expenses or revenues and (B) actual operating expenses or revenues for periods prior to the effective date of such\nRedetermined Individual Fee. The Parties may agree to redetermine a particular Individual Fee without obligation to agree to redetermine any other Individual Fee.\n(ii)    Subsequent Redetermination Timing. Any Redetermined Individual Fee agreed to by the Parties on or prior to\nthe last Business Day of February of the applicable Adjustment Year (“Redetermination Deadline”) shall become effective as of the first Day of the Month following the Month in which agreement has been reached. If the Parties fail to agree\nupon a redetermination of any Individual Fee set forth in the applicable Redetermination Proposal on\nor prior to the Redetermination Deadline, such Individual Fee shall remain in effect without redetermination pursuant to this Section 6.2(a). For purposes of this Section 6.2(a)(ii), the Year\nduring which a Redetermination Proposal is delivered is herein the “Delivery Year” and the immediately subsequent Year is herein the “Adjustment Year”.\n(b)    Annual Escalation. Effective as of January 1 of each Year, the Individual Fee will be increased by multiplying\nthe then-applicable Individual Fee by the Escalation Percentage (herein, the “Increase in Fee”) and adding the then-applicable Individual Fee to the Increase in Fee. Such annual increase to the Individual Fee shall become effective on\nJanuary 1 of the applicable Year, even if such Individual Fee was redetermined pursuant to Section 6.2(a), with an effective date during the same Year.\nSection 6.3 Treatment of Byproducts, System Gains/Losses, Fuel and Related Matters. No separate fee shall be chargeable by\nGatherer and no refund or reduction in the Individual Fee shall be chargeable by or owed to Producer for the hydrocarbons or services described in this Section 6.3, except as provided in Section 6.3(d).\n(a)    Recovered Oil. Gatherer shall deliver to Producer, each Month, all Recovered Oil allocated to Producer or for\nProducer’s account to the extent Producer and Gatherer have agreed in writing to require such allocation.\n(b)    Flash Gas. Gatherer shall deliver to Producer, each Month, all Flash Gas allocated to Producer or for\nProducer’s account by delivering such Flash Gas into the Gas System to the extent Producer and Gatherer have agreed in writing to require such allocation. At all times during the Term, either (x) Gatherer and Producer shall be party to\nboth this Agreement and another Transaction Document that covers Gas (in which case Producer shall not owe any amount under this Agreement or any other Transaction Document to which Gatherer is a Party as a result of Flash Gas being transported\nthrough the Gas System) or (y) the Parties shall set forth in the Agreement Addendum or an appropriate amendment to this Agreement the methodology for Gatherer to deliver Flash Gas to Producer and any fee applicable thereto.\n(c)    System Gains/Losses.\n(i)    Gatherer will perform a Monthly material balance for each Individual System based on comparison of Product\ndelivered, Product inventory change within Gatherer’s facilities, and the theoretical Product (after removal of Associated Water and Flash Gas) received into the Individual System at Receipt Points (or measured if Associated Water and Flash Gas\nof Product at Receipt Points meets Oil Quality specifications of Downstream Facilities or markets without treatment by Gatherer). Actual System gains or losses from the material balance will be allocated back to Producer’s Receipt Points to\ndetermine allocated quantities of Product received at Receipt Points for each Month.\n(ii)    If, during any Month,\nSystem Gains/Losses on an Individual System allocated to Producer in accordance with this Agreement exceeds 0.5% of the total quantities of Producer’s owned or Controlled Product delivered to the Individual System in such Month, then Gatherer\nwill, for the respective Individual System, obtain updated test data (i.e. sample results, meter proves, etc.) from Receipt Points involved in calculating theoretical Product (after removal of\nAssociated Water and Flash Gas) received into the System at Receipt Points on the Individual System and conduct a field-wide (on an Individual System basis) meter inspection and proving, if\nnecessary, followed by an updated balance. If Gatherer determines that a repair to the Individual System is needed to reduce the System Gains/Losses below 0.5%, Gatherer shall undertake such repairs in a commercially reasonable manner and as soon\nafter making such determination as is commercially reasonable.\n(iii)    Gatherer shall provide Producer with prior\nnotice of, and reasonable access to observe, any such field-wide meter balance.\n(d)    Other System Fuel. Gatherer\nmay elect to use Other System Fuel as fuel to operate the Individual System, or to generate electricity for the operation of the Individual System and shall account for any Other System Fuel used by Gatherer. Producer, at its sole cost and expense,\nshall procure all fuel except diesel, in addition to Other System Fuel used by Gatherer, if any, required to operate the Individual System or to generate electricity for the operation of the Individual System and arrange for transportation of such\nfuel to the Individual System.\n(e)    Associated Water. Gatherer shall deliver to Producer, each Month, all\nAssociated Water allocated to Producer or for Producer’s account by delivering such Associated Water into the Water System. The Parties acknowledge that there is no separate fee chargeable by Gatherer hereunder for Services with respect to\nAssociated Water and that the fees chargeable by Gatherer hereunder for Product sufficiently compensate Gatherer for Services with respect to Associated Water. The Monthly Loss/ Gain Report shall include a statement of the Associated Water separated\nfrom the Product and delivered to Producer into the Water System."} +{"idx": 63, "level": 3, "span": "(a)    Redetermination."} +{"idx": 63, "level": 4, "span": "(i)    Redetermination Proposal\nBetween November 1 and December 31 of any Year, Gatherer may prepare and\ndeliver to Producer for its review and comment a written proposal (each, a “Redetermination Proposal”) to redetermine each Individual Fee in accordance with this Section 6.2(a). Each Redetermination Proposal shall include relevant\nsupporting documentation based upon the latest updated Development Report and System Plan and shall take into account future items including projected production volumes, operating revenue projections, and budgeted amounts for capital expenditures\nand all estimated operating expenses that Gatherer believes will be necessary to provide the applicable Services as contemplated by the latest updated Development Report and System Plan; provided that a redetermined Individual Fee as agreed to by\nthe Parties (a “Redetermined Individual Fee”) shall not recoup the difference between (A) estimated operating expenses or revenues and (B) actual operating expenses or revenues for periods prior to the effective date of such\nRedetermined Individual Fee. The Parties may agree to redetermine a particular Individual Fee without obligation to agree to redetermine any other Individual Fee."} +{"idx": 63, "level": 4, "span": "(ii)    Subsequent Redetermination Timing\nAny Redetermined Individual Fee agreed to by the Parties on or prior to\nthe last Business Day of February of the applicable Adjustment Year (“Redetermination Deadline”) shall become effective as of the first Day of the Month following the Month in which agreement has been reached. If the Parties fail to agree\nupon a redetermination of any Individual Fee set forth in the applicable Redetermination Proposal on"} +{"idx": 63, "level": 3, "span": "(b)    Annual Escalation\nEffective as of January 1 of each Year, the Individual Fee will be increased by multiplying\nthe then-applicable Individual Fee by the Escalation Percentage (herein, the “Increase in Fee”) and adding the then-applicable Individual Fee to the Increase in Fee. Such annual increase to the Individual Fee shall become effective on\nJanuary 1 of the applicable Year, even if such Individual Fee was redetermined pursuant to Section 6.2(a), with an effective date during the same Year."} +{"idx": 63, "level": 3, "span": "(a)    Recovered Oil\nGatherer shall deliver to Producer, each Month, all Recovered Oil allocated to Producer or for\nProducer’s account to the extent Producer and Gatherer have agreed in writing to require such allocation."} +{"idx": 63, "level": 3, "span": "(b)    Flash Gas\nGatherer shall deliver to Producer, each Month, all Flash Gas allocated to Producer or for\nProducer’s account by delivering such Flash Gas into the Gas System to the extent Producer and Gatherer have agreed in writing to require such allocation. At all times during the Term, either (x) Gatherer and Producer shall be party to\nboth this Agreement and another Transaction Document that covers Gas (in which case Producer shall not owe any amount under this Agreement or any other Transaction Document to which Gatherer is a Party as a result of Flash Gas being transported\nthrough the Gas System) or (y) the Parties shall set forth in the Agreement Addendum or an appropriate amendment to this Agreement the methodology for Gatherer to deliver Flash Gas to Producer and any fee applicable thereto."} +{"idx": 63, "level": 3, "span": "(c)    System Gains/Losses."} +{"idx": 63, "level": 4, "span": "(i)    Gatherer will perform a Monthly material balance for each Individual System based on comparison of Product\ndelivered, Product inventory change within Gatherer’s facilities, and the theoretical Product (after removal of Associated Water and Flash Gas) received into the Individual System at Receipt Points (or measured if Associated Water and Flash Gas\nof Product at Receipt Points meets Oil Quality specifications of Downstream Facilities or markets without treatment by Gatherer). Actual System gains or losses from the material balance will be allocated back to Producer’s Receipt Points to\ndetermine allocated quantities of Product received at Receipt Points for each Month."} +{"idx": 63, "level": 4, "span": "(ii)    If, during any Month,\nSystem Gains/Losses on an Individual System allocated to Producer in accordance with this Agreement exceeds 0.5% of the total quantities of Producer’s owned or Controlled Product delivered to the Individual System in such Month, then Gatherer\nwill, for the respective Individual System, obtain updated test data (i.e. sample results, meter proves, etc.) from Receipt Points involved in calculating theoretical Product (after removal of"} +{"idx": 63, "level": 4, "span": "(iii)    Gatherer shall provide Producer with prior\nnotice of, and reasonable access to observe, any such field-wide meter balance."} +{"idx": 63, "level": 3, "span": "(d)    Other System Fuel\nGatherer\nmay elect to use Other System Fuel as fuel to operate the Individual System, or to generate electricity for the operation of the Individual System and shall account for any Other System Fuel used by Gatherer. Producer, at its sole cost and expense,\nshall procure all fuel except diesel, in addition to Other System Fuel used by Gatherer, if any, required to operate the Individual System or to generate electricity for the operation of the Individual System and arrange for transportation of such\nfuel to the Individual System."} +{"idx": 63, "level": 3, "span": "(e)    Associated Water\nGatherer shall deliver to Producer, each Month, all\nAssociated Water allocated to Producer or for Producer’s account by delivering such Associated Water into the Water System. The Parties acknowledge that there is no separate fee chargeable by Gatherer hereunder for Services with respect to\nAssociated Water and that the fees chargeable by Gatherer hereunder for Product sufficiently compensate Gatherer for Services with respect to Associated Water. The Monthly Loss/ Gain Report shall include a statement of the Associated Water separated\nfrom the Product and delivered to Producer into the Water System."} +{"idx": 63, "level": 2, "span": "ARTICLE 7"} +{"idx": 63, "level": 2, "span": "QUALITY"} +{"idx": 63, "level": 2, "span": "ARTICLE 8"} +{"idx": 63, "level": 2, "span": "TERM\nSection 8.1\nTerm. This Agreement shall commence on the Effective Date, and this Agreement shall remain in effect until the 10th anniversary of the Effective Date (the “Initial Term”) and thereafter on a Year to Year basis until terminated by\nGatherer or Producer effective upon the expiration of the Initial Term or the expiration of any Year thereafter upon written notice no less than 90 Days prior to the expiration of the Initial Term or the expiration of any Year thereafter (such\nperiod of time, the “Term”).\nSection 8.2 Effect of Termination or Expiration of the Term. Upon the\ntermination of the Term, this Agreement shall forthwith become void and the Parties shall have no liability or obligation under this Agreement, except that (a) the termination of this Agreement shall not relieve any Party from any expense,\nliability or other obligation or remedy therefor that has accrued or attached prior to\nthe date of such termination, (b) the provisions of Section 7.3, this Section 8.2, Section 9.1, Article 15 and Section 17.1 through Section 17.10 shall survive such\ntermination and remain in full force and effect indefinitely, and (c) Section 10.4 and Section 17.11 shall survive such termination and remain in full force and effect for the period of time specified in such Sections."} +{"idx": 63, "level": 2, "span": "ARTICLE 9"} +{"idx": 63, "level": 2, "span": "TITLE AND\nCUSTODY\nSection 9.1 Title. A nomination of Product by Producer shall be deemed a warranty of title to such Product by\nProducer or a warranty that Producer Controls the Product and has the right to deliver such Product for gathering under this Agreement, as applicable. Title to Product shall not transfer to Gatherer by reason of Gatherer’s performance of the\nServices. By nominating Product, Producer also agrees to indemnify, defend, and hold Gatherer harmless from any and all Losses resulting from any claims by a Third Party of title or rights to such Product. If any claim is made challenging\nProducer’s right to deliver such Product to Gatherer, then Gatherer shall have the right to suspend receipt of deliveries of such Product hereunder until such claim is finally resolved to the reasonable satisfaction of Gatherer.\nSection 9.2 Custody. From and after Producer’s delivery of Product to Gatherer at the Receipt Points, and until\nGatherer’s redelivery of such Product to or for Producer’s account at the applicable Delivery Points, as between the Parties, Gatherer shall have custody and control of, and be responsible for, such Product. In all other circumstances, as\nbetween the Parties, Producer shall be deemed to have custody and control of, and be responsible for, such Product."} +{"idx": 63, "level": 2, "span": "ARTICLE 10"} +{"idx": 63, "level": 2, "span": "BILLING AND PAYMENT\nSection 10.1 Statements.\n(a)    Ordinary Course. Gatherer shall submit invoices to Producer on or before the 25th Day after the end of a Month (the\n“Invoice Month”). Each invoice shall be accompanied by supporting information for all amounts charged by such invoice. All amounts owed for Services provided during an Invoice Month shall be reflected on the applicable invoice for such\nInvoice Month; provided that to the extent any amount appearing on an invoice is in respect of an amount paid by Gatherer to a Third Party (collectively, the “Reimbursed Amount”) or the calculation of such amount is contingent on\ninformation provided by a Third Party (collectively, the “Conditional Amount”), such Reimbursed Amount and Conditional Amount, shall be reflected on an invoice within 90 Days after the end of the Month in which such Reimbursed Amount was\npaid by Gatherer.\n(b)    Other. If actual measurements of volumes of Dedicated Production are not available by\nthe date stated in Section 10.1(a), then the invoice submitted by the date stated in Section 10.1(a), may be prepared and submitted based on Gatherer’s good faith estimate of the volumes of Dedicated Production received in the\napplicable Invoice Month. If Gatherer submits an invoice based on estimated volumes, Gatherer shall prepare and submit to Producer an invoice based on actual measurements on or before the close of business of the 40th Day after the applicable\nInvoice Month, together with a reconciliation to the invoice submitted based on Gatherer’s estimate.\n(c)    Detail. Gatherer’s invoices and supporting information\nshall include information reasonably sufficient to explain and support any estimates and charges reflected therein, the reconciliation of any estimates made in a prior Month to the actual measurements for such Month, and any adjustments to prior\nperiod volumes and quantities.\n(d)    Monthly Loss/ Gain Report. Gatherer shall deliver to Producer, on or\nbefore the close of business of the 40th Day after the applicable Invoice Month a Monthly Loss/ Gain Report. If Gatherer elects, it may deliver such Monthly Loss/ Gain Report concurrently with the applicable invoice.\n(e)    One Invoice; Netting. To the extent that Gatherer and Producer are party to this Agreement and one or more\nother Transaction Documents, one invoice may be delivered in respect of all amounts owing under such Transaction Documents. The Parties shall net all undisputed amounts due and owing or past due and owing arising under the Transaction Documents to\nwhich Producer and Gatherer are parties such that the Party owing the greater amount shall make a single payment of the net amount to the other Party. To the extent possible, all fee adjustments set forth in Article 6 shall be accomplished by setoff\nor netting.\nSection 10.2 Payments.\n(a)    Unless otherwise agreed by the Parties, all invoices under this Agreement shall be due and payable in accordance\nwith each invoice’s instructions on or before the later of the 30th Day of each Month and the 10th Day after receipt of the invoice or, if such Day is not a Business Day, then on the next\nBusiness Day. All payments by Producer under this Agreement shall be made by electronic funds transfer to the account designated by Gatherer. Any amounts not paid by the due date will be deemed delinquent and, will accrue interest at the Interest\nRate, such interest to be calculated from and including the due date but excluding the date the delinquent amount is paid in full.\n(b)    If Producer, in good faith, disputes the amount of any invoice of Gatherer, Producer will pay Gatherer such amount,\nif any, that is not in dispute and shall provide Gatherer notice, no later than 30 Days after the date that payment of such invoice would be due under Section 10.2(a), of the disputed amount accompanied by reasonable documentation to support\nProducer’s dispute. If Producer fails to provide notice of dispute within such 30-Day period, then Producer shall be deemed to have waived its right to dispute the applicable invoice, except for a dispute\nfollowing an audit conducted in accordance with Section 10.4. Following Gatherer’s receipt of such dispute notice, Producer and Gatherer shall endeavor in good faith to resolve such dispute, and if the Parties are unable to resolve such\ndispute within a reasonable time, such dispute may be resolved in accordance with Section 17.6 of this Agreement. Upon resolution of the dispute, any required payment shall be made within 15 Days after such resolution, and such amount shall be\npaid along with interest accrued at the Interest Rate from and including the due date but excluding the date paid.\nSection 10.3\nAdequate Assurances. If (a) Producer fails to pay according to the provisions hereof and such failure continues for a period of 5 Business Days after written notice of such failure is provided to Producer, or (b) Gatherer has\nreasonable grounds for insecurity regarding the performance\nby Producer of any obligation under this Agreement, then Gatherer, by notice to Producer, may, singularly or in combination with any other rights it may have, demand Adequate Assurance of\nPerformance from Producer. “Adequate Assurance of Performance” means, at the option of Producer, any of the following, (x) advance payment in cash by Producer to Gatherer for Services to be provided under this Agreement in the\nfollowing Month or (y) delivery to Gatherer by Producer of an irrevocable standby letter of credit or a performance bond, in form and substance reasonably acceptable to Gatherer, issued by a Credit-Worthy Person, in an amount equal to not less\nthan the aggregate proceeds due from Producer under Section 10.1 for the prior 2-Month period. Promptly following the termination of the condition giving rise to Gatherer’s reasonable grounds for\ninsecurity or payment in full of amounts outstanding, as applicable, Gatherer shall release to Producer the cash, letter of credit, bond or other assurance provided by Producer (including any accumulated interest, if applicable, and less any amounts\nactually applied to cover Producer’s obligations hereunder).\nSection 10.4 Audit. Each Party has the right, at its sole\nexpense and during normal working hours, to examine the records of the other Party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made pursuant to the provisions of the Transaction Documents. The\nscope of such examination will be limited to the 24 Months preceding the date such notice of audit, statement, charge or computation was presented. No Party may conduct more than one audit (taking all Transaction Documents to which Producer is a\nparty together) of another Party during any Year (except that, if a Party is in default hereunder, additional audits may be conducted during the continuance of such default). If any such examination reveals any inaccuracy in any statement or charge,\nthe necessary adjustments in such statement or charge and the payments necessitated thereby shall be made within 60 Days of resolution of the inaccuracy. This provision of this Agreement will survive any termination of this Agreement for the later\nof (a) a period of 24 Months from the end of the Year in which the date of such termination occurred or (b) until a dispute initiated within the 24 Month period is finally resolved, in each case for the purpose of such statement and\npayment objections."} +{"idx": 63, "level": 3, "span": "(a)    Ordinary Course\nGatherer shall submit invoices to Producer on or before the 25th Day after the end of a Month (the\n“Invoice Month”). Each invoice shall be accompanied by supporting information for all amounts charged by such invoice. All amounts owed for Services provided during an Invoice Month shall be reflected on the applicable invoice for such\nInvoice Month; provided that to the extent any amount appearing on an invoice is in respect of an amount paid by Gatherer to a Third Party (collectively, the “Reimbursed Amount”) or the calculation of such amount is contingent on\ninformation provided by a Third Party (collectively, the “Conditional Amount”), such Reimbursed Amount and Conditional Amount, shall be reflected on an invoice within 90 Days after the end of the Month in which such Reimbursed Amount was\npaid by Gatherer."} +{"idx": 63, "level": 3, "span": "(b)    Other\nIf actual measurements of volumes of Dedicated Production are not available by\nthe date stated in Section 10.1(a), then the invoice submitted by the date stated in Section 10.1(a), may be prepared and submitted based on Gatherer’s good faith estimate of the volumes of Dedicated Production received in the\napplicable Invoice Month. If Gatherer submits an invoice based on estimated volumes, Gatherer shall prepare and submit to Producer an invoice based on actual measurements on or before the close of business of the 40th Day after the applicable\nInvoice Month, together with a reconciliation to the invoice submitted based on Gatherer’s estimate."} +{"idx": 63, "level": 3, "span": "(c)    Detail\nGatherer’s invoices and supporting information\nshall include information reasonably sufficient to explain and support any estimates and charges reflected therein, the reconciliation of any estimates made in a prior Month to the actual measurements for such Month, and any adjustments to prior\nperiod volumes and quantities."} +{"idx": 63, "level": 3, "span": "(d)    Monthly Loss/ Gain Report\nGatherer shall deliver to Producer, on or\nbefore the close of business of the 40th Day after the applicable Invoice Month a Monthly Loss/ Gain Report. If Gatherer elects, it may deliver such Monthly Loss/ Gain Report concurrently with the applicable invoice."} +{"idx": 63, "level": 3, "span": "(e)    One Invoice; Netting\nTo the extent that Gatherer and Producer are party to this Agreement and one or more\nother Transaction Documents, one invoice may be delivered in respect of all amounts owing under such Transaction Documents. The Parties shall net all undisputed amounts due and owing or past due and owing arising under the Transaction Documents to\nwhich Producer and Gatherer are parties such that the Party owing the greater amount shall make a single payment of the net amount to the other Party. To the extent possible, all fee adjustments set forth in Article 6 shall be accomplished by setoff\nor netting."} +{"idx": 63, "level": 3, "span": "(a)    Unless otherwise agreed by the Parties, all invoices under this Agreement shall be due and payable in accordance\nwith each invoice’s instructions on or before the later of the 30th Day of each Month and the 10th Day after receipt of the invoice or, if such Day is not a Business Day, then on the next\nBusiness Day. All payments by Producer under this Agreement shall be made by electronic funds transfer to the account designated by Gatherer. Any amounts not paid by the due date will be deemed delinquent and, will accrue interest at the Interest\nRate, such interest to be calculated from and including the due date but excluding the date the delinquent amount is paid in full."} +{"idx": 63, "level": 3, "span": "(b)    If Producer, in good faith, disputes the amount of any invoice of Gatherer, Producer will pay Gatherer such amount,\nif any, that is not in dispute and shall provide Gatherer notice, no later than 30 Days after the date that payment of such invoice would be due under Section 10.2(a), of the disputed amount accompanied by reasonable documentation to support\nProducer’s dispute. If Producer fails to provide notice of dispute within such 30-Day period, then Producer shall be deemed to have waived its right to dispute the applicable invoice, except for a dispute\nfollowing an audit conducted in accordance with Section 10.4. Following Gatherer’s receipt of such dispute notice, Producer and Gatherer shall endeavor in good faith to resolve such dispute, and if the Parties are unable to resolve such\ndispute within a reasonable time, such dispute may be resolved in accordance with Section 17.6 of this Agreement. Upon resolution of the dispute, any required payment shall be made within 15 Days after such resolution, and such amount shall be\npaid along with interest accrued at the Interest Rate from and including the due date but excluding the date paid."} +{"idx": 63, "level": 2, "span": "ARTICLE 11"} +{"idx": 63, "level": 2, "span": "REMEDIES\nSection 11.1 Suspension of Performance; Temporary Release from Dedication.\n(a)    Suspension by Gatherer as Remedy for Payment Default. If Producer fails to pay any invoice rendered under Article\n10, such failure is not due to a good faith dispute by Producer in accordance with Section 10.2(b), and such failure is not remedied within 15 Business Days after Producer’s receipt of written notice of such failure from Gatherer, Gatherer\nshall have the right, at its sole discretion, to suspend performance (including withholding any undisputed payments that are owed by Gatherer to Producer, and such withheld undisputed amounts shall not be subject to setoff under Section 10.1(d))\nunder this Agreement until such undisputed amount, including interest at the Interest Rate, is paid in full\n(b)    Additional Suspensions as Remedies. If Producer fails to perform or comply with any material warranty, covenant or\nobligation (other than as provided in Section 11.1(a) contained in this Agreement and such failure has not been remedied within 60 Days after Producer’s receipt of written notice from Gatherer of such failure, then Gatherer shall have the right\nto suspend performance under this Agreement.\n(c)    Specific Performance and Declaratory Judgments. Damages in the event\nof breach of this Agreement by a Party hereto may be difficult, if not impossible, to ascertain. Therefore, each Party, in addition to and without limiting any other remedy or right it may have, will have the right to seek a declaratory judgment and\nwill have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the Parties hereto hereby waives any and all\ndefenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any Party from pursuing any other rights and remedies at law\nor in equity that such Party may have.\nSection 11.2 No Election. In the event of a default by a Party under this\nAgreement, the other Party shall be entitled in its sole discretion to pursue one or more of the remedies set forth in this Agreement, or such other remedy as may be available to it under this Agreement, at Law or in equity, subject, however, to the\nlimitations set forth in Section 11.3 and Article 15. No election of remedies shall be required or implied as the result of a Party’s decision to avail itself of a remedy under this Agreement.\nSection 11.3 DIRECT DAMAGES. A PARTY’S DAMAGES RESULTING FROM A BREACH OR VIOLATION OF ANY REPRESENTATION, WARRANTY,\nCOVENANT, AGREEMENT OR CONDITION CONTAINED IN THIS AGREEMENT OR ANY ACT OR OMISSION ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL,\nCONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PRODUCTION, OR REVENUES, AND EACH PARTY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED, HOWEVER,\nTHAT THIS LIMITATION TO DIRECT DAMAGES SHALL NOT APPLY TO ANY DAMAGE, CLAIM, OR LOSS (A) RESULTING FROM THE DELIVERY BY PRODUCER OF PRODUCT NOT MEETING THE SPECIFICATIONS SET FORTH HEREIN, (B) ASSERTED BY OR AWARDED TO THIRD PARTIES\nAGAINST A PARTY AND FOR WHICH THE OTHER PARTY WOULD OTHERWISE BE RESPONSIBLE UNDER ARTICLE 15, OR (C) THAT PRODUCER WOULD OTHERWISE BE ENTITLED TO RECOVER UNDER SECTION 7.1(E)."} +{"idx": 63, "level": 3, "span": "(a)    Suspension by Gatherer as Remedy for Payment Default\nIf Producer fails to pay any invoice rendered under Article\n10, such failure is not due to a good faith dispute by Producer in accordance with Section 10.2(b), and such failure is not remedied within 15 Business Days after Producer’s receipt of written notice of such failure from Gatherer, Gatherer\nshall have the right, at its sole discretion, to suspend performance (including withholding any undisputed payments that are owed by Gatherer to Producer, and such withheld undisputed amounts shall not be subject to setoff under Section 10.1(d))\nunder this Agreement until such undisputed amount, including interest at the Interest Rate, is paid in full"} +{"idx": 63, "level": 3, "span": "(b)    Additional Suspensions as Remedies\nIf Producer fails to perform or comply with any material warranty, covenant or\nobligation (other than as provided in Section 11.1(a) contained in this Agreement and such failure has not been remedied within 60 Days after Producer’s receipt of written notice from Gatherer of such failure, then Gatherer shall have the right\nto suspend performance under this Agreement."} +{"idx": 63, "level": 3, "span": "(c)    Specific Performance and Declaratory Judgments\nDamages in the event\nof breach of this Agreement by a Party hereto may be difficult, if not impossible, to ascertain. Therefore, each Party, in addition to and without limiting any other remedy or right it may have, will have the right to seek a declaratory judgment and\nwill have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the Parties hereto hereby waives any and all\ndefenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any Party from pursuing any other rights and remedies at law\nor in equity that such Party may have."} +{"idx": 63, "level": 2, "span": "ARTICLE 12"} +{"idx": 63, "level": 2, "span": "FORCE\nMAJEURE\nSection 12.1 Force Majeure. If either Gatherer or Producer is rendered unable by an event of Force Majeure\nto carry out, in whole or part, its obligations under this Agreement and such Party gives notice (which notice may initially be delivered orally so long as written notice is delivered as soon as reasonably practicable thereafter) and reasonably full\ndetails of the event (including the nature, extent, effect, and likely duration of the event or circumstances constituting the Force Majeure event) to the other Party as soon as practicable after the occurrence of the event, then, during the\npendency of such\nForce Majeure, but only during that period, the obligations of the Party affected by the event shall be canceled or suspended, as applicable, to the extent required; provided,\nhowever, that notwithstanding anything in the foregoing to the contrary, no Party shall be relieved from any indemnification obligation or any obligation to make payments, as the result of Force Majeure, regardless of which Party is affected;\nprovided further that if the Force Majeure impacts only a particular Facility Segment or Individual System, then the suspension of obligations described in this sentence shall apply only to the applicable Facility Segment or Individual System\nand not to the obligations owing in connection with the rest of the System. The Party affected by Force Majeure shall use commercially reasonable efforts to remedy the Force Majeure condition with all reasonable dispatch, shall give notice to the\nother Party of the termination of the Force Majeure, and shall resume performance of any suspended obligation promptly after termination of such Force Majeure.\nSection 12.2 Extension Due to Force Majeure. If a Party is unable to meet any deadline set forth herein as a result of a\nForce Majeure, then provided that such Party complies with the provisions of Section 12.1, such deadline shall be extended for a period of time equal to the period of time during which such Party is delayed due to the Force Majeure."} +{"idx": 63, "level": 2, "span": "ARTICLE 13"} +{"idx": 63, "level": 2, "span": "CHANGE IN\nLAW; UNECONOMIC SERVICE\nSection 13.1 Changes in Applicable Law.\n(a)    If any new Laws are enacted or amended or any new interpretations in respect of previously existing Laws are issued\nafter the Effective Date that require Gatherer to make capital expenditures with respect to the System, then Gatherer may propose an increase to the applicable Individual Fee as may be necessary or appropriate to preserve and continue for the\nParties the rights and benefits originally contemplated for the Parties by this Agreement; provided, however, that no increase to the applicable Individual Fee pursuant to this Section 13.1 shall be applicable unless and until, Gatherer\nwould be required to make capital expenditures with respect to the System in order to comply with such new Law that materially and adversely affects the economics of the Services provided, fees received, or the other economic benefits of this\nAgreement for Gatherer.\n(b)    Producer shall accept or reject, in its sole discretion, Gatherer’s proposed\nincrease to the Individual Fee within 30 Days after receiving such proposal from Gatherer. If Producer fails to provide notice of such acceptance or rejection within such 30-Day period, then Producer shall be\ndeemed to have rejected such increase. If Producer rejects or is deemed to reject the amount of the proposed increase, then either Party may submit the determination of the proposed increase to binding arbitration in accordance with\nSection 17.6. The Parties will amend, update, or revise the applicable Agreement Addendum in accordance with this Agreement to reflect any changes in the applicable Individual Fees agreed to in accordance with this Section 13.1.\n(c)    Producer and Gatherer shall use their commercially reasonable efforts to comply with new and amended applicable\nLaws and new interpretations of existing Laws.\nSection 13.2 Unprofitable Operations and Rights of Termination.\n(a)    Existing Facilities. If (x) the gathering of Product from any Wells, Separator Facilities or Receipt Points,\n(y) the delivery of Product to any Delivery Points or (z) the provision of any other Service under this Agreement, is or becomes uneconomical due to its volume, quality, or for any other cause, then Gatherer shall not be obligated to\nprovide the applicable Services so long as such condition exists. If Gatherer validly suspends Services under this Section 13.2(a) as a result of Producer’s (A) negligence, willful misconduct, or breach of this Agreement, (B) delivery\nof Product that fails to meet the quality specifications required by Section 7.1, or (C) execution of a plan of development that deviates from the then-applicable Development Report, then Gatherer may resume providing such Services at any\ntime, upon two months’ advance written notice delivered to Producer, and the affected Wells, Separator Facilities, Receipt Points, Drilling Units. For purposes of this Section 13.2(a), the term “uneconomical” shall include,\nwith respect to the gathering of Product from any Well, Separator Facility, or Receipt Point, the delivery of Product to any Delivery Point, or the provision of any other Service under this Agreement, that the actual, direct operating and\nmaintenance expenses incurred by Gatherer with respect thereto during any rolling three month period, including expenses charged to Gatherer by third parties providing services for Gatherer, exceed the total revenues received by Gatherer for\nServices rendered with respect thereto during such period, as determined in accordance with generally accepted accounting principles.\n(b)    Election not to Expand System. If Gatherer determines, in its discretion, that an expansion of the Individual\nSystem to satisfy the needs of Producer, as described in Section 3.2, would be uneconomical, then Gatherer shall neither be obligated to undertake such expansion nor to provide the applicable Services. Producer shall be entitled to a release of\nthe applicable Planned Wells, Planned Separator Facilities and Dedicated Production pursuant to Section 2.4(a)(vi) immediately upon Gatherer’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would\nbe uneconomical pursuant Section 13.2(d).\n(c)    Start Date of Suspension of Services. Gatherer shall cause any\nsuspension of Services permitted by this Section 13.2 to commence on the first Day of a Month and not on any other Day.\n(d)    Supporting Documentation and Management Discussions. As soon as Gatherer determines that an expansion of the\nIndividual System will not be economic or that continuing to provide Services at existing facilities has been rendered uneconomic, Gatherer shall communicate the same in writing to Producer.\n(i)    With respect to existing facilities, such notice shall be delivered to Producer at least 180 Days in advance of any\nproposed curtailment under this Section 13.2 and such notice shall be accompanied by documentation supporting its claim that certain Services have become uneconomical. Commencing on the date on which such notice is delivered and continuing for\n180 Days, Gatherer shall participate in Meetings of Senior Management if so requested by Producer, so long as such Meetings of Senior Management are scheduled at mutually agreeable times and locations, in order to negotiate a transition of Services\nthat will not materially adversely affect Producer. Such discussions may include the following matters and such other matters aimed at ameliorating the detrimental effects of Gatherer ceasing to provide Services: (A) purchase by Producer from\nGatherer of the pipe, rights of way or other assets necessary for the types of services that otherwise would have been performed under this Agreement, (B) a\ncontinuation of the provision of Services hereunder by Gatherer for a period of time longer than the 180 Days required hereby in order to permit Producer sufficient time to take over operations\nor find an alternate midstream service provider and (C) adjustments to the Development Plan or rework certain Wells in order to address the concerns of Gatherer with respect to providing Services thereto. In no event shall Gatherer’s\nobligation to be available for Meetings of Senior Management create an obligation on Gatherer to continue providing services past the 180 Days required hereby, and Gatherer is under no obligation to agree to any amendments to this Agreement or\nmodifications to the Services provided in order to accommodate requests of Producer during such negotiations. However, both Parties have an obligation to negotiate in good faith during such discussions.\n(ii)    With respect to planned facilities, Gatherer shall indicate that providing Services to Planned Wells or Planned\nSeparator Facilities is uneconomical by failing to include the necessary expansion projects in the applicable System Plan and shall provide supporting documentation for its determination that such expansion would be uneconomical, if requested by\nProducer. If Gatherer delivers a System Plan (marked as “Final”) describing the necessary expansion projects, such delivery shall be deemed to be a commitment by Gatherer to complete such expansion without exercising its rights under\nSection 13.2(b), so long as conditions (including anticipated throughput, pricing, the ability to obtain rights-of-way, Producer’s continued execution of the\nDevelopment Report, and any other factors deemed material by Gatherer) do not materially change; provided, however that upon the initiation of Services through such expansion project or through a component part of such expansion project, such\nexpansion (or applicable portion thereof) shall be considered “existing facilities” for purposes of this Section 13.2 and Gatherer shall have all of the rights set forth herein with respect to existing facilities that become\nuneconomical. Nothing in this Section 13.2(d) shall give Producer a right to consent to a suspension under this Section 13.2.\n(e)    No Obligation to Drill or Operate. Without limiting the right of Producer to revise the Development Report to\neliminate any proposed Wells or Separator Facilities, nothing herein shall be construed to require Producer to drill or conduct any operations as to any Well, to continue to operate any Well, to place any new Separator Facility into service or to\nmaintain the operation of any Separator Facility that a prudent operator would not in like circumstances drill or continue to operate."} +{"idx": 63, "level": 3, "span": "(a)    If any new Laws are enacted or amended or any new interpretations in respect of previously existing Laws are issued\nafter the Effective Date that require Gatherer to make capital expenditures with respect to the System, then Gatherer may propose an increase to the applicable Individual Fee as may be necessary or appropriate to preserve and continue for the\nParties the rights and benefits originally contemplated for the Parties by this Agreement; provided, however, that no increase to the applicable Individual Fee pursuant to this Section 13.1 shall be applicable unless and until, Gatherer\nwould be required to make capital expenditures with respect to the System in order to comply with such new Law that materially and adversely affects the economics of the Services provided, fees received, or the other economic benefits of this\nAgreement for Gatherer."} +{"idx": 63, "level": 3, "span": "(b)    Producer shall accept or reject, in its sole discretion, Gatherer’s proposed\nincrease to the Individual Fee within 30 Days after receiving such proposal from Gatherer. If Producer fails to provide notice of such acceptance or rejection within such 30-Day period, then Producer shall be\ndeemed to have rejected such increase. If Producer rejects or is deemed to reject the amount of the proposed increase, then either Party may submit the determination of the proposed increase to binding arbitration in accordance with\nSection 17.6. The Parties will amend, update, or revise the applicable Agreement Addendum in accordance with this Agreement to reflect any changes in the applicable Individual Fees agreed to in accordance with this Section 13.1."} +{"idx": 63, "level": 3, "span": "(c)    Producer and Gatherer shall use their commercially reasonable efforts to comply with new and amended applicable\nLaws and new interpretations of existing Laws."} +{"idx": 63, "level": 3, "span": "(a)    Existing Facilities\nIf (x) the gathering of Product from any Wells, Separator Facilities or Receipt Points,\n(y) the delivery of Product to any Delivery Points or (z) the provision of any other Service under this Agreement, is or becomes uneconomical due to its volume, quality, or for any other cause, then Gatherer shall not be obligated to\nprovide the applicable Services so long as such condition exists. If Gatherer validly suspends Services under this Section 13.2(a) as a result of Producer’s (A) negligence, willful misconduct, or breach of this Agreement, (B) delivery\nof Product that fails to meet the quality specifications required by Section 7.1, or (C) execution of a plan of development that deviates from the then-applicable Development Report, then Gatherer may resume providing such Services at any\ntime, upon two months’ advance written notice delivered to Producer, and the affected Wells, Separator Facilities, Receipt Points, Drilling Units. For purposes of this Section 13.2(a), the term “uneconomical” shall include,\nwith respect to the gathering of Product from any Well, Separator Facility, or Receipt Point, the delivery of Product to any Delivery Point, or the provision of any other Service under this Agreement, that the actual, direct operating and\nmaintenance expenses incurred by Gatherer with respect thereto during any rolling three month period, including expenses charged to Gatherer by third parties providing services for Gatherer, exceed the total revenues received by Gatherer for\nServices rendered with respect thereto during such period, as determined in accordance with generally accepted accounting principles."} +{"idx": 63, "level": 3, "span": "(b)    Election not to Expand System\nIf Gatherer determines, in its discretion, that an expansion of the Individual\nSystem to satisfy the needs of Producer, as described in Section 3.2, would be uneconomical, then Gatherer shall neither be obligated to undertake such expansion nor to provide the applicable Services. Producer shall be entitled to a release of\nthe applicable Planned Wells, Planned Separator Facilities and Dedicated Production pursuant to Section 2.4(a)(vi) immediately upon Gatherer’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would\nbe uneconomical pursuant Section 13.2(d)."} +{"idx": 63, "level": 3, "span": "(c)    Start Date of Suspension of Services\nGatherer shall cause any\nsuspension of Services permitted by this Section 13.2 to commence on the first Day of a Month and not on any other Day."} +{"idx": 63, "level": 3, "span": "(d)    Supporting Documentation and Management Discussions\nAs soon as Gatherer determines that an expansion of the\nIndividual System will not be economic or that continuing to provide Services at existing facilities has been rendered uneconomic, Gatherer shall communicate the same in writing to Producer."} +{"idx": 63, "level": 4, "span": "(i)    With respect to existing facilities, such notice shall be delivered to Producer at least 180 Days in advance of any\nproposed curtailment under this Section 13.2 and such notice shall be accompanied by documentation supporting its claim that certain Services have become uneconomical. Commencing on the date on which such notice is delivered and continuing for\n180 Days, Gatherer shall participate in Meetings of Senior Management if so requested by Producer, so long as such Meetings of Senior Management are scheduled at mutually agreeable times and locations, in order to negotiate a transition of Services\nthat will not materially adversely affect Producer. Such discussions may include the following matters and such other matters aimed at ameliorating the detrimental effects of Gatherer ceasing to provide Services: (A) purchase by Producer from\nGatherer of the pipe, rights of way or other assets necessary for the types of services that otherwise would have been performed under this Agreement, (B) a"} +{"idx": 63, "level": 4, "span": "(ii)    With respect to planned facilities, Gatherer shall indicate that providing Services to Planned Wells or Planned\nSeparator Facilities is uneconomical by failing to include the necessary expansion projects in the applicable System Plan and shall provide supporting documentation for its determination that such expansion would be uneconomical, if requested by\nProducer. If Gatherer delivers a System Plan (marked as “Final”) describing the necessary expansion projects, such delivery shall be deemed to be a commitment by Gatherer to complete such expansion without exercising its rights under\nSection 13.2(b), so long as conditions (including anticipated throughput, pricing, the ability to obtain rights-of-way, Producer’s continued execution of the\nDevelopment Report, and any other factors deemed material by Gatherer) do not materially change; provided, however that upon the initiation of Services through such expansion project or through a component part of such expansion project, such\nexpansion (or applicable portion thereof) shall be considered “existing facilities” for purposes of this Section 13.2 and Gatherer shall have all of the rights set forth herein with respect to existing facilities that become\nuneconomical. Nothing in this Section 13.2(d) shall give Producer a right to consent to a suspension under this Section 13.2."} +{"idx": 63, "level": 3, "span": "(e)    No Obligation to Drill or Operate\nWithout limiting the right of Producer to revise the Development Report to\neliminate any proposed Wells or Separator Facilities, nothing herein shall be construed to require Producer to drill or conduct any operations as to any Well, to continue to operate any Well, to place any new Separator Facility into service or to\nmaintain the operation of any Separator Facility that a prudent operator would not in like circumstances drill or continue to operate."} +{"idx": 63, "level": 2, "span": "ARTICLE 14"} +{"idx": 63, "level": 2, "span": "REGULATORY\nSTATUS\nSection 14.1 Non-Jurisdictional System. This Agreement is subject to all valid present and future Laws of\nGovernmental Authorities now or hereafter having jurisdiction over the Parties, this Agreement, the Services performed, or the System. It is the intent of the Parties that no Governmental Authority shall alter any provisions in the Agreement in such\na way that would have the effect of altering the economic benefits of either Party, as originally contemplated under this Agreement. The Parties shall (a) vigorously defend and support in good faith the enforceability of this Agreement and the\ncontinuance, without alternation, of the Services in any and all proceedings before any Governmental Authority in which this Agreement is subject to review and (b) not initiate or support, either directly or indirectly, any challenge with any\nGovernmental Authorities to the rates provided\nherein or any other modification to this Agreement that would alter the economic benefits of a Party as originally contemplated under this Agreement; provided, however, nothing set\nforth herein shall restrict or prohibit Producer from contesting or challenging or disputing with the other Party as to the interpretation, breach, default or performance of this Agreement or any filings of tariffs or any amendments thereto with\nrespect to the System to the extent such tariffs are not substantively identical to the economic terms set forth herein. Notwithstanding the foregoing, Producer shall have the right to assert in the appropriate forum in response to any change or\nproposed change in any tariffs that such change is not in substantial accordance with the terms of this Agreement.\nSection 14.2\nGovernment Authority Modification. Notwithstanding the provisions of Section 14.1, if the rates are changed or required to be changed or any other modification to this Agreement that alters the economic benefits of a Party,\nas originally contemplated under this Agreement, in response to any order, regulation, or other mandate of a Governmental Authority, then no such change or modification shall constitute a breach or other default under the terms of this Agreement,\nand the Parties shall negotiate in good faith to enter into such amendments to this Agreement or a separate arrangement in order to give effect, to the greatest extent possible, the economic benefit as originally contemplated in this Agreement."} +{"idx": 63, "level": 2, "span": "ARTICLE 15"} +{"idx": 63, "level": 2, "span": "INDEMNIFICATION AND INSURANCE\nSection 15.1 Reciprocal Indemnity. To the fullest extent permitted by applicable Law and except as otherwise set forth in\nSection 7.3:\n(a)    Producer Indemnification. Producer shall release, protect, defend, indemnify and hold\nharmless Gatherer Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Producer or any member of Producer Group in any way arising out\nof or relating to this Agreement, directly or indirectly. THIS RELEASE, DEFENSE AND INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF FAULT OF GATHERER GROUP OR ANY OTHER PERSONS. (EXCEPT THAT IT SHALL NOT APPLY TO THE EXTENT THAT SUCH LOSSES ARE\nCAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GATHERER).\n(b)    Gatherer Indemnification. Gatherer shall\nrelease, protect, defend, indemnify and hold harmless Producer Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Gatherer or any\nmember of Gatherer Group in any way arising out of or relating to this Agreement, directly or indirectly. THIS RELEASE, DEFENSE AND INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF FAULT OF PRODUCER GROUP OR ANY OTHER PERSONS. (EXCEPT THAT IT SHALL\nNOT APPLY TO THE EXTENT THAT SUCH LOSSES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PRODUCER).\n(c)    Regardless of Fault. AS USED IN THE PRECEDING TWO SUBCLAUSES, THE PHRASE “REGARDLESS OF FAULT” SHALL\nMEAN, WITH RESPECT TO ANY LOSS THAT IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT,"} +{"idx": 63, "level": 2, "span": "CONCURRENT, COMPARATIVE, CONTRIBUTORY, ACTIVE, PASSIVE, OR OTHERWISE), STRICT LIABILITY, OR OTHER FAULT, OF ANY MEMBER OF GATHERER GROUP OR THE PRODUCER GROUP, WITHOUT REGARD TO THE CAUSE OR\nCAUSES THEREOF AND WITHOUT LIMITATION OF SUCH LOSS AND WHETHER OR NOT CAUSED BY A PRE-EXISTING CONDITION.\nSection 15.2 Indemnification Regarding Third Parties. Each Party shall release, protect, defend, indemnify and hold the\nother Party harmless against any Loss by a Third Party that is not a member of the Producer Group or Gatherer Group, to the extent such Loss (a) is caused by the negligence or willful misconduct of said indemnifying Party or such Party’s\nGroup, or (b) in the case of Producer as indemnifying Party, results from claims by a Third Party of title, rights, or encumbrances in or to Product delivered by Producer to a Receipt Point.\nSection 15.3 Penalties. Producer shall release, protect, defend, indemnify, and hold harmless Gatherer from any Losses resulting\nfrom penalties imposed by a Downstream Facility in any transportation contracts or service agreements associated with, or related to, Producer’s owned or Controlled Product, including any penalties imposed pursuant to the Downstream\nFacility’s tariff.\nSection 15.4 Insurance. Gatherer and Producer shall (a) carry and maintain no less than the\ninsurance coverage set forth in Exhibit B, and (b) cause such insurance to be (i) the primary coverage without any right of contribution from any other insurance held by the other Party to the extent of the insured Party’s\nindemnification obligations hereunder, and (ii) written and endorsed to include waivers of all subrogation rights of the insurers against Gatherer and its Group (in the case of Producer’s insurance) or Producer and its Group (in the case\nof Gatherer’s insurance). Producer shall also cause the insurance carried and maintained by it pursuant to this Section 15.4 to be endorsed to name Gatherer and its Group as additional insureds or provide blanket additional insured\nstatus that covers Gatherer and its Group as additional insureds, except in the case of worker’s compensation insurance."} +{"idx": 63, "level": 3, "span": "(a)    Producer Indemnification\nProducer shall release, protect, defend, indemnify and hold\nharmless Gatherer Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Producer or any member of Producer Group in any way arising out\nof or relating to this Agreement, directly or indirectly. THIS RELEASE, DEFENSE AND INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF FAULT OF GATHERER GROUP OR ANY OTHER PERSONS. (EXCEPT THAT IT SHALL NOT APPLY TO THE EXTENT THAT SUCH LOSSES ARE\nCAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GATHERER)."} +{"idx": 63, "level": 3, "span": "(b)    Gatherer Indemnification\nGatherer shall\nrelease, protect, defend, indemnify and hold harmless Producer Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Gatherer or any\nmember of Gatherer Group in any way arising out of or relating to this Agreement, directly or indirectly. THIS RELEASE, DEFENSE AND INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF FAULT OF PRODUCER GROUP OR ANY OTHER PERSONS. (EXCEPT THAT IT SHALL\nNOT APPLY TO THE EXTENT THAT SUCH LOSSES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PRODUCER)."} +{"idx": 63, "level": 3, "span": "(c)    Regardless of Fault\nAS USED IN THE PRECEDING TWO SUBCLAUSES, THE PHRASE “REGARDLESS OF FAULT” SHALL\nMEAN, WITH RESPECT TO ANY LOSS THAT IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT,"} +{"idx": 63, "level": 2, "span": "ARTICLE\n16"} +{"idx": 63, "level": 2, "span": "ASSIGNMENT\nSection 16.1 Assignment of Rights and Obligations under this Agreement.\n(a)    Assignment. Except as specifically otherwise provided in this Agreement, no Party shall have the right to assign\nits rights and obligations under this Agreement (in whole or in part) to another Person except with the prior consent of Gatherer (in the case of an assignment by Producer) or Producer (in the case of an assignment by Gatherer), which consent may be\nwithheld at such Party’s sole discretion. Notwithstanding the foregoing,\n(i)    Producer may assign its rights\nand obligations under this Agreement to any Person to whom Producer assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gatherer; provided\nthat (A) such Person assumes in writing the obligations of Producer under this Agreement insofar as it relates to the portion of the Dedicated Properties so assigned or transferred, such writing shall take the form of an Agreement Addendum,\nexecuted by Gatherer, Producer and the assignee (and others, if appropriate) and such writing shall be recorded in the real property\nrecords of the counties in which the Dedication Area is located, (B) such assignment is made subject to this Agreement, (C) if such assignment or transfer is made to an Affiliate of\nProducer, Producer shall not be released from any of its obligations under this Agreement, and (D) if such transfer or assignment is to a Person that is not an Affiliate of Producer, Producer shall be released from its obligations under this\nAgreement with respect to the Dedicated Properties so assigned or transferred; provided, further, that to the extent such Person is not an Affiliate of Producer, except for the Dedicated Properties assigned or transferred, this Agreement\nshall not bind any interests of such Person or its Affiliates in any oil and/or gas leases, mineral interests, and other similar interests owned by such Person as of or after the date of such assignment or transfer;\n(ii)    Gatherer may assign its rights and obligations under this Agreement to any Affiliate Entity insofar and only\ninsofar as this Agreement relates to the Dedicated Properties for which such Affiliate Entity will be providing Services (such Dedicated Properties, the “Affiliate Entity Dedicated Properties”); provided that in lieu of assigning a\nportion of this Agreement (in the manner set forth in this subclause (ii)), Producer and Affiliate Entity may enter into a separate gathering agreement applicable to the Affiliate Entity Dedicated Properties that is substantially similar to this\nAgreement and, with respect to the Dedicated Properties covered by such separate gathering agreement (and only with respect to such Dedicated Properties), this Agreement shall terminate and cease to control.\n(b)    Notice; Binding Effect. Within 30 Days prior to the date of execution of a permitted assignment by Producer,\nProducer shall give Gatherer notice of any assignment of this Agreement or Dedicated Properties. Gatherer shall give Producer written notice of any assignment of this Agreement within 30 Days after the date of execution of such permitted assignment.\nThis Agreement shall be binding upon and inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 16.1 shall be null\nand void ab initio.\n(c)    Releases not Assignments. Any release of any of the Dedicated Properties from the\nDedications pursuant to Section 2.4 shall not constitute an assignment or transfer of such Dedicated Properties for the purposes of this Article 16.\nSection 16.2 Pre-Approved Assignments. Each Party shall have the right without the prior consent of the other Party to\n(a) mortgage, pledge, encumber or otherwise impress a lien or security interest upon its rights and interest in and to this Agreement, and (b) make a transfer pursuant to any security interest arrangement described in (a) above,\nincluding any judicial or non-judicial foreclosure and any assignment from the holder of such security interest to another Person.\nSection 16.3 Change of Control. Except as provided in Section 16.1, nothing in this Article 16 shall prevent Producer’s\nmembers or owners from transferring their respective interests (whether equity or otherwise and whether in whole or in part) in Producer and nothing in this Article 16 shall prevent Gatherer’s members or owners from transferring their\nrespective interests (whether equity or otherwise and whether in whole or in part) in Gatherer. However, if a change of control of a Party gives rise to a reasonable basis for insecurity on the part of the other Party, such change of control may be\nthe basis for a request of Adequate Assurance of Performance. Each member or owner of Producer\nor Gatherer, as applicable, shall have the right to assign and transfer such member’s or owner’s interests (whether equity or otherwise and whether in whole or in part) in Producer or\nGatherer, as applicable, without restriction contained in this Agreement."} +{"idx": 63, "level": 3, "span": "(a)    Assignment\nExcept as specifically otherwise provided in this Agreement, no Party shall have the right to assign\nits rights and obligations under this Agreement (in whole or in part) to another Person except with the prior consent of Gatherer (in the case of an assignment by Producer) or Producer (in the case of an assignment by Gatherer), which consent may be\nwithheld at such Party’s sole discretion. Notwithstanding the foregoing,"} +{"idx": 63, "level": 4, "span": "(i)    Producer may assign its rights\nand obligations under this Agreement to any Person to whom Producer assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gatherer; provided\nthat (A) such Person assumes in writing the obligations of Producer under this Agreement insofar as it relates to the portion of the Dedicated Properties so assigned or transferred, such writing shall take the form of an Agreement Addendum,\nexecuted by Gatherer, Producer and the assignee (and others, if appropriate) and such writing shall be recorded in the real property"} +{"idx": 63, "level": 4, "span": "(ii)    Gatherer may assign its rights and obligations under this Agreement to any Affiliate Entity insofar and only\ninsofar as this Agreement relates to the Dedicated Properties for which such Affiliate Entity will be providing Services (such Dedicated Properties, the “Affiliate Entity Dedicated Properties”); provided that in lieu of assigning a\nportion of this Agreement (in the manner set forth in this subclause (ii)), Producer and Affiliate Entity may enter into a separate gathering agreement applicable to the Affiliate Entity Dedicated Properties that is substantially similar to this\nAgreement and, with respect to the Dedicated Properties covered by such separate gathering agreement (and only with respect to such Dedicated Properties), this Agreement shall terminate and cease to control."} +{"idx": 63, "level": 3, "span": "(b)    Notice; Binding Effect\nWithin 30 Days prior to the date of execution of a permitted assignment by Producer,\nProducer shall give Gatherer notice of any assignment of this Agreement or Dedicated Properties. Gatherer shall give Producer written notice of any assignment of this Agreement within 30 Days after the date of execution of such permitted assignment.\nThis Agreement shall be binding upon and inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 16.1 shall be null\nand void ab initio."} +{"idx": 63, "level": 3, "span": "(c)    Releases not Assignments\nAny release of any of the Dedicated Properties from the\nDedications pursuant to Section 2.4 shall not constitute an assignment or transfer of such Dedicated Properties for the purposes of this Article 16."} +{"idx": 63, "level": 2, "span": "ARTICLE 17"} +{"idx": 63, "level": 2, "span": "OTHER PROVISIONS\nSection 17.1 Relationship of the Parties. The execution and delivery of this Agreement and any Agreement Addendum shall\ncreate a binding agreement between the Parties signatory thereto consisting of the terms set forth in such Agreement and Addendum. This Agreement shall not be deemed or construed to create, a partnership, joint venture or association or a trust\nbetween Producer and Gatherer. This Agreement shall not be deemed or construed to authorize any Party to act as an agent, servant or employee for any other Party for any purpose whatsoever except as explicitly set forth in this Agreement. In their\nrelations with each other under this Agreement, the Parties shall not be considered fiduciaries.\nSection 17.2 Notices. Unless\notherwise specified in the applicable provision, all notices, consents, approvals, requests, and other communications required or permitted to be given under this Agreement shall be in writing and delivered personally, or sent by bonded overnight\ncourier, mailed by U.S. Express Mail or by certified or registered United States Mail with all postage fully prepaid, return receipt requested, or, except in the case of notices of breach or default, sent by electronic mail (including with a PDF of\nthe notice or other communication attached), in each case, addressed (i) if to Producer, at the address set forth on the applicable Agreement Addendum and (ii) if to Gatherer, at the address set forth on the signature page; provided\nthat in the case of any notice by electronic mail, such notice is confirmed by communication via another method permitted by this Section 17.2. Any notice, consent, approval, request, or other communication (“Communications”) given in\naccordance herewith shall be deemed to have been given when (a) actually received or rejected by the addressee in person or by courier, (b) (reserved), or (c) actually received or rejected by the addressee upon delivery by overnight\ncourier or United States Mail, as shown in the tracking report or return receipt, as applicable. Communications may not be transmitted by electronic mail, except for ordinary course business communications that shall be deemed to be received, if\ntransmitted during normal business hours on such Business Day, or if transmitted after normal business hours, on the next Business Day. Any Person may change their contact information for notice by giving notice to the other Party in the manner\nprovided in this Section 17.2.\nSection 17.3 Entire Agreement; Conflicts. This Agreement (including the applicable\nAgreement Addendum and Exhibits) constitutes the entire agreement of Producer and Gatherer pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of\nProducer and Gatherer pertaining to the subject matter hereof. There are no warranties, representations, or other valid and subsisting agreements between Producer and Gatherer relating to the subject matter hereof except as specifically set forth in\nthis Agreement, including the exhibits hereto, and no Party shall be bound by or liable for any alleged representation, promise, inducement, or statements of intention not so set forth.\nSection 17.4 Waivers; Rights Cumulative. Any of the terms, covenants, or conditions\nhereof may be waived only by a written instrument executed by or on behalf of the Person waiving compliance. No course of dealing on the part of any Party, or their respective officers, employees, agents, or representatives, nor any failure by a\nParty to exercise any of its rights under this Agreement shall operate as a waiver thereof or affect in any way the right of such Party at a later time to enforce the performance of such provision. No waiver by any Party of any condition, or any\nbreach of any term or covenant contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any\nother term or covenant. The rights of Producer and Gatherer under this Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not preclude the exercise of any other right.\nSection 17.5 Amendment. This Agreement may be amended only by an instrument in writing executed (except as otherwise set forth in\nthis Section 17.5) by Producer and Gatherer and expressly identified as an amendment or modification.\nSection 17.6\nGoverning Law; Venue. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, UNITED STATES OF AMERICA, EXCEPT THAT ANY PROVISION OF THE LAWS OF THE STATE OF TEXAS THAT WOULD REQUIRE THE\nAPPLICATION OF THE LAWS OF ANOTHER JURISDICTION SHALL NOT APPLY. HOUSTON, HARRIS COUNTY, TEXAS, SHALL BE THE SOLE AND EXCLUSIVE VENUE FOR RESOLUTION OF ANY DISPUTE ARISING UNDER THIS AGREEMENT. THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS\nATTORNEYS’ FEES AND EXPERT EXPENSES FROM THE NON-PREVAILING PARTY. EACH PARTY EXPRESSLY WAIVES ANY RIGHTS UNDER APPLICABLE LAW TO TRIAL BY JURY."} +{"idx": 63, "level": 1, "span": "EXHIBIT A"} +{"idx": 63, "level": 2, "span": "TO CRUDE OIL GATHERING"} +{"idx": 63, "level": 1, "span": "AGREEMENT\nDescription of\nDedication Area\n•Section 20, Block 54, Township 1 South, T&P RR, Loving County, Texas\n•East 240 acres of Section 24, Block 54, Township 1 South, T&P RR, Loving County, Texas\n•Section 26, Block 54, Township 1 South, T&P RR, Loving County, Texas\n•Section 32, Block 54, Township 1 South, T&P RR, Loving County, Texas\n•East  1⁄2 of Section 42, Block 54, Township 1 South, T&P RR, Loving County, Texas"} +{"idx": 63, "level": 2, "span": "A-1"} +{"idx": 63, "level": 1, "span": "EXHIBIT B"} +{"idx": 63, "level": 2, "span": "INSURANCE\nGatherer and Producer shall\npurchase and maintain in full force and effect at all times during the Term of this Agreement, at such Party’s sole cost and expense and from insurance companies that are rated (or whose reinsurers are rated)\n“A-VII” or better by AM Best or “BBB-” or better by Standard & Poor’s or an equivalent rating from another recognized rating agency,\npolicies providing the types and limits of insurance indicated below, which insurance shall be regarded as a minimum and, to the extent of the obligations undertaken by such Party in this Agreement, shall be primary (with the exception of the Excess\nLiability Insurance and Workers’ Compensation) as to any other existing, valid, and collectable insurance. Each Party’s deductibles shall be borne by that Party."} +{"idx": 63, "level": 4, "span": "A.\nWhere applicable, Workers’ Compensation and Employers’ Liability Insurance, in accordance with the statutory requirements of the State of Texas, and endorsed specifically to include the following:\n1.Employers’ Liability, subject to a limit of liability of not less than $1,000,000 per accident, $1,000,000 for each employee/disease, and a $1,000,000 policy limit.\nThe Workers’ Compensation and Employers’ Liability Insurance policy(ies) shall contain an alternate employer endorsement."} +{"idx": 63, "level": 4, "span": "B.\nCommercial General Liability Insurance, with limits of liability of not less than the following:\n$2,000,000 general aggregate\n$1,000,000 each occurrence, Bodily Injury or Property Damage Combined Single Limit\nSuch insurance shall include the following:\n1.Premises and Operations coverage.\n2.Contractual Liability covering the liabilities assumed under this Agreement.\n3.Broad Form Property Damage Liability endorsement, unless policy is written on November 1988 or later ISO form.\n4.Products and Completed Operations.\n5.Time Element Limited Pollution coverage."} +{"idx": 63, "level": 4, "span": "C.\nIf applicable, Automobile Liability Insurance, with limits of liability of not less than the following:\n$1,000,000 Bodily Injury or Property Damage Combined Single Limit, for each occurrence.\nSuch coverage shall include hired and non-owned vehicles and owned vehicles where applicable."} +{"idx": 63, "level": 4, "span": "B-1"} +{"idx": 63, "level": 4, "span": "D.\nExcess Liability Insurance, with limits of liability not less than the following:\nLimits of\nLiability - $10,000,000 Occurrence/Aggregate for Bodily Injury and Property Damage in excess of the coverage outlined in Paragraphs A, B, and C.\nThe\nlimits of coverage required in this Agreement may be met with any combination of policies as long as the minimum required limits are met.\nEach Party to\nthis Agreement shall have the right to acquire, at its own expense, such additional insurance coverage as it desires to further protect itself against any risk or liability with respect to this Agreement and operations and activities under this\nAgreement or related thereto. All insurance maintained by or on behalf of Producer or Gatherer shall contain a waiver by the insurance company of all rights of subrogation in favor of the other Party.\nNeither the minimum policy limits of insurance required of the Parties nor the actual amounts of insurance maintained by the Parties under their insurance\nprogram shall operate to modify the Parties’ liability or indemnity obligations in this Agreement.\nA Party may self-insure the requirements in this\nExhibit B, if such Party or its parent is considered investment grade (S&P BBB- or equivalent or higher)."} +{"idx": 63, "level": 5, "span": "(End of Exhibit B)"} +{"idx": 63, "level": 4, "span": "B-2"} +{"idx": 63, "level": 1, "span": "EXHIBIT C"} +{"idx": 63, "level": 2, "span": "INDIVIDUAL FEE; THRESHOLD"} +{"idx": 63, "level": 2, "span": "AMOUNT\n[Provided Separately]"} +{"idx": 63, "level": 4, "span": "C-1"} +{"idx": 64, "level": 1, "span": "2017 AFI PSU CASH | EBITDA"} +{"idx": 64, "level": 1, "span": "(Non-US China)"} +{"idx": 64, "level": 1, "span": "ARMSTRONG FLOORING, INC.\n2500 Columbia Ave., P.O. Box 3025\nLancaster, PA 17604\n717.672.9611"} +{"idx": 64, "level": 1, "span": "EXHIBIT B"} +{"idx": 64, "level": 2, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 64, "level": 2, "span": "2016 LONG-TERM INCENTIVE PLAN"} +{"idx": 64, "level": 2, "span": "PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT"} +{"idx": 64, "level": 0, "span": "TERMS AND CONDITIONS\n1.Grant.\n(a)    Subject to the terms set forth below, Armstrong Flooring, Inc. (the “Company”) has granted to the designated employee (the “Grantee”) two target awards (the “Target Award”) of performance-based restricted stock units (the “Performance Units”) as specified in the 2017 Long-Term Performance Restricted Stock Unit Grant Letters to which these Grant Conditions relate (the “Grant Letters”). The “Date of Grant” is March 7, 2017. The Performance Units are Stock Units that relate to common stock of the Company (“Company Stock”) and entitle the Grantee to receive a cash bonus payment from the Grantee’s employer subject to the terms set forth below.\n(b)    The Performance Units shall be earned, vested and payable if and to the extent that the Cumulative Free Cash Flow and Cumulative EBITDA performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met. The “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019.\n(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters. This grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan.\n2.    Performance Goals; Vesting.\n(a)    The Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through December 31, 2019 (the “Vesting Date”). The Performance Goals shall be earned based on attainment of the Performance Goals and shall vest based on the Grantee’s continued employment through the Vesting Date, or as otherwise provided below.\n(b)    After the end of the Performance Period, the Management Development and Compensation Committee (the “Committee”) will determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units. The Grantee can earn up to 200% of the Target Award based on\nattainment of the Performance Goals, as set forth in the Grant Letters. Earned and vested Performance Units shall be payable as described in Section 5.\n(c)    If a Change in Control occurs, the amount earned with respect to the Performance Units shall be determined as of the date of the Change in Control as described in the Grant Letters. The earned Performance Units shall continue to vest based on the Grantee’s continued employment through the Vesting Date, except as otherwise provided herein. Earned and vested Performance Units shall be payable as described in Section 5. Notwithstanding the foregoing, if the Performance Units are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Units shall vest as of the date of the Change in Control, and such earned and vested Performance Units shall be paid as of the date of the Change in Control if the Change in Control is a 409A CIC (as defined below) and if permitted by the plan termination provisions of the regulations under section 409A of the Code. If payment at the date of the Change in Control is not permitted under section 409A, the earned and vested Performance Units shall be payable as described in Section 5.\n(d)    Except as described below, no Performance Units shall be earned prior to the Committee’s determination of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Units shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination.\n3.    Termination of Employment.\n(a)    General Rule. Except as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Units shall be forfeited as of the termination date and shall cease to be outstanding.\n(b)    “55 / 5” Rule Termination. If, after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of a “55 / 5” Rule Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period; provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(c)    Involuntary Termination before a Change in Control. If, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date,\nthe Grantee ceases to be employed by the Employer on account of Involuntary Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period, provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(d)    Death or Long-Term Disability Before a Change in Control. If, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5.\n(e)    Involuntary Termination, Death and Disability on or after a Change in Control. If the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Units earned as of the Change in Control date as described in the Grant Letters.\n(f)    Coordination of Provisions. If the Grantee terminates employment in a termination that is both a “‘55 / 5’ Rule Termination” and an Involuntary Termination, the termination shall be treated as an Involuntary Termination for purposes of the Grant Condition and Grant Letters.\n4.    Definitions. For purposes of these Grant Conditions and the Grant Letters:\n(a)    “‘55 / 5’ Rule Termination” shall mean the Grantee’s termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer.\n(b)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer.\n(c)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause.\n(d)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan.\n5.    Payment.\n(a)    Except as provided below, after the end of the Performance Period, if the Committee certifies that the Performance Goals and other conditions to payment of the Performance Units have been met, the Company shall cause the Grantee’s employer to make a cash payment to the Grantee, payable in local currency, equal to the Fair Market Value of the shares of Company Stock underlying the earned and vested Performance Units, subject to applicable withholding for Taxes (as defined below) and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan. The Fair Market Value of the shares shall be determined as of the date immediately before the payment date. The cash payment for earned and vested Performance Units shall be made between April 1, 2020 and April 30, 2020, except as provided below. All unpaid Performance Units shall be forfeited in the event of termination for Cause.\n(b)    If the Grantee’s employment terminates for any reason other than Cause upon or within two years after a Change in Control that meets the requirements of a 409A CIC, the Company shall cause the Grantee’s employer to make a cash payment to the Grantee, payable in local currency, equal to the Fair Market Value of the shares of Company Stock underlying the earned and vested Performance Units within 60 days after the termination date, subject to applicable withholding for Taxes and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan. The Fair Market Value of the shares shall be determined as of the date immediately before the payment date. If a Change in Control does not meet the requirements of a 409A CIC, the Grantee’s earned and vested Performance Units shall be paid at the date described in subsection (a).\n6.    Dividend Equivalents. Dividend Equivalents shall accrue with respect to Performance Units and shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Units to which they relate. Dividend Equivalents shall be credited on the Performance Units when dividends are declared on shares of Company Stock from the Date of Grant until the payment date for the vested\nPerformance Units. The Company will keep records of Dividend Equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Vested Dividend Equivalents shall be paid in cash at the same time and subject to the same terms as the underlying vested Performance Units. If and to the extent that the underlying Performance Units are forfeited, all related Dividend Equivalents shall also be forfeited.\n7.    No Stockholder Rights. No shares of Company Stock shall be issued to the Grantee with respect to the Performance Units, and the Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Performance Units.\n8.    No Right to Continued Employment. The grant of Performance Units shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time.\n9.    Incorporation of Plan by Reference. The Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Units constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Units shall be final and binding on the Grantee and any other person claiming an interest in the Performance Units.\n10.    Withholding Taxes.\n(a)    The Employer shall have the right, and the Grantee hereby authorizes the Employer, to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes, social insurance, payroll tax, contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the Performance Units (the “Taxes”).\n(b)    Regardless of any action the Employer takes with respect to any such Taxes, the Grantee acknowledges that the ultimate liability for all such Taxes legally due by the Grantee is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Employer. The Grantee further acknowledges that the Employer (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Performance Units, including the grant, vesting or settlement of the Performance Units and the receipt of any Dividend Equivalents; and (ii) does not commit to structure the terms of the grant or any aspect of the Performance Units to reduce or eliminate the Grantee’s liability for Taxes. Further, if the Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Grantee acknowledges that the Employer (or the Grantee’s\nformer employer, as applicable) may be required to collect, withhold or account for Taxes in more than one jurisdiction.\n11.    Company Policies. All amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time.\n12.    Assignment. The Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Units, except to a successor grantee in the event of the Grantee’s death.\n13.    Section 409A. The Grant Letters and these Grant Conditions are intended to comply with section 409A of the Code or an exemption, consistent with Section 20(h) of the Plan, including the six-month delay for specified employees in accordance with the requirements of section 409A of the Code, if applicable. In furtherance of the foregoing, if the Performance Units or related Dividend Equivalents constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Units and related Dividend Equivalents shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder.\n14.    Successors. The provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event.\n15.    Governing Law. The validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle.\n16.    No Entitlement or Claims for Compensation. In connection with the acceptance of the grant of the Performance Units under the Grant Letters and these Grant Conditions, the Grantee acknowledges the following:\n(a)    the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time;\n(b)    the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past;\n(c)    all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee;\n(d)    the Grantee is voluntarily participating in the Plan;\n(e)    the Performance Units and any payments thereunder are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee’s employer) and which are outside the scope of the Grantee’s employment contract, if any;\n(f)    the Performance Units and any payments thereunder are not to be considered part of the Grantee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;\n(g)    the Performance Units and any payments thereunder are not intended to replace any pension rights or compensation;\n(h)    the grant of Performance Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer;\n(i)    the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the Performance Units; and\n(j)    the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee’s cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee’s employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee’s ceasing to have rights under or be entitled to receive payment under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee shall be deemed to have irrevocably waived the Grantee’s entitlement to pursue such rights or claim.\n17.    Data Privacy.\n(a)    The Grantee hereby explicitly, willingly and unambiguously consents to the collection, systematization, accumulation, storage, blocking, destruction, use, disclosure and transfer, in electronic or other form, of the Grantee’s personal data as described in these Grant Conditions by and among, as applicable, the Grantee’s employer, the Company or its subsidiaries or affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.\n(b)    The Grantee understands that the Grantee’s employer, the Company or its subsidiaries or affiliates, as applicable, hold certain personal information and sensitive personal information about the Grantee regarding the Grantee’s employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its subsidiaries or affiliates and details of all awards in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”).\n(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative. "} +{"idx": 64, "level": 4, "span": "* * *"} +{"idx": 64, "level": 4, "span": "(a)    Subject to the terms set forth below, Armstrong Flooring, Inc\n(the “Company”) has granted to the designated employee (the “Grantee”) two target awards (the “Target Award”) of performance-based restricted stock units (the “Performance Units”) as specified in the 2017 Long-Term Performance Restricted Stock Unit Grant Letters to which these Grant Conditions relate (the “Grant Letters”). The “Date of Grant” is March 7, 2017. The Performance Units are Stock Units that relate to common stock of the Company (“Company Stock”) and entitle the Grantee to receive a cash bonus payment from the Grantee’s employer subject to the terms set forth below."} +{"idx": 64, "level": 4, "span": "(b)    The Performance Units shall be earned, vested and payable if and to the extent that the Cumulative Free Cash Flow and Cumulative EBITDA performance goals set forth in the Grant Letters (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met\nThe “Performance Period” for which the attainment of the Performance Goals will be measured is the period beginning January 1, 2017 and ending December 31, 2019."} +{"idx": 64, "level": 4, "span": "(c)    These Terms and Conditions (the “Grant Conditions”) are part of the Grant Letters\nThis grant is made under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the meanings set forth in the Plan."} +{"idx": 64, "level": 3, "span": "2.    Performance Goals; Vesting."} +{"idx": 64, "level": 4, "span": "(a)    The Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals for the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through December 31, 2019 (the “Vesting Date”)\nThe Performance Goals shall be earned based on attainment of the Performance Goals and shall vest based on the Grantee’s continued employment through the Vesting Date, or as otherwise provided below."} +{"idx": 64, "level": 4, "span": "(b)    After the end of the Performance Period, the Management Development and Compensation Committee (the “Committee”) will determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units\nThe Grantee can earn up to 200% of the Target Award based on"} +{"idx": 64, "level": 4, "span": "(c)    If a Change in Control occurs, the amount earned with respect to the Performance Units shall be determined as of the date of the Change in Control as described in the Grant Letters\nThe earned Performance Units shall continue to vest based on the Grantee’s continued employment through the Vesting Date, except as otherwise provided herein. Earned and vested Performance Units shall be payable as described in Section 5. Notwithstanding the foregoing, if the Performance Units are not assumed by, or replaced by substantially identical grants by, the successor company in the Change in Control, the earned Performance Units shall vest as of the date of the Change in Control, and such earned and vested Performance Units shall be paid as of the date of the Change in Control if the Change in Control is a 409A CIC (as defined below) and if permitted by the plan termination provisions of the regulations under section 409A of the Code. If payment at the date of the Change in Control is not permitted under section 409A, the earned and vested Performance Units shall be payable as described in Section 5."} +{"idx": 64, "level": 4, "span": "(d)    Except as described below, no Performance Units shall be earned prior to the Committee’s determination of achievement of the Performance Goals, and to the extent that the Performance Goals are not attained, the Performance Units shall be immediately forfeited and shall cease to be outstanding as of the date of the Committee’s determination."} +{"idx": 64, "level": 3, "span": "3.    Termination of Employment."} +{"idx": 64, "level": 4, "span": "(a)    General Rule\nExcept as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Units shall be forfeited as of the termination date and shall cease to be outstanding."} +{"idx": 64, "level": 4, "span": "(b)    “55 / 5” Rule Termination\nIf, after ten months following the Date of Grant but prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of a “55 / 5” Rule Termination (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period; provided such vesting does not result in a violation of any age discrimination or other applicable law. In the event of a Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date, and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5."} +{"idx": 64, "level": 4, "span": "(c)    Involuntary Termination before a Change in Control\nIf, before a Change in Control and after ten months following the Date of Grant but prior to the Vesting Date,"} +{"idx": 64, "level": 4, "span": "(d)    Death or Long-Term Disability Before a Change in Control\nIf, before a Change in Control, the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined below), the Grantee shall earn and vest in a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved for the Performance Period. In the event of a subsequent Change in Control, the amount achieved for the Performance Period shall be determined as of the Change in Control date as described in the Grant Letters. The pro-rated portion shall be determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2017 through the Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 5."} +{"idx": 64, "level": 4, "span": "(e)    Involuntary Termination, Death and Disability on or after a Change in Control\nIf the Grantee’s employment terminates on account of Involuntary Termination, death or Long-Term Disability on or after a Change in Control and prior to the Vesting Date, the Grantee shall vest in the Performance Units earned as of the Change in Control date as described in the Grant Letters."} +{"idx": 64, "level": 4, "span": "(f)    Coordination of Provisions\nIf the Grantee terminates employment in a termination that is both a “‘55 / 5’ Rule Termination” and an Involuntary Termination, the termination shall be treated as an Involuntary Termination for purposes of the Grant Condition and Grant Letters."} +{"idx": 64, "level": 3, "span": "4.    Definitions\nFor purposes of these Grant Conditions and the Grant Letters:"} +{"idx": 64, "level": 4, "span": "(a)    “‘55 / 5’ Rule Termination” shall mean the Grantee’s termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer."} +{"idx": 64, "level": 4, "span": "(b)    “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer’s Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee’s duties with the Employer."} +{"idx": 64, "level": 4, "span": "(c)    “Involuntary Termination” shall mean the Employer’s termination of the Grantee’s employment other than for Cause."} +{"idx": 64, "level": 4, "span": "(d)    “Long-Term Disability” shall mean the Grantee is receiving long-term disability benefits under the Employer’s long-term disability plan."} +{"idx": 64, "level": 3, "span": "5.    Payment."} +{"idx": 64, "level": 4, "span": "(a)    Except as provided below, after the end of the Performance Period, if the Committee certifies that the Performance Goals and other conditions to payment of the Performance Units have been met, the Company shall cause the Grantee’s employer to make a cash payment to the Grantee, payable in local currency, equal to the Fair Market Value of the shares of Company Stock underlying the earned and vested Performance Units, subject to applicable withholding for Taxes (as defined below) and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan\nThe Fair Market Value of the shares shall be determined as of the date immediately before the payment date. The cash payment for earned and vested Performance Units shall be made between April 1, 2020 and April 30, 2020, except as provided below. All unpaid Performance Units shall be forfeited in the event of termination for Cause."} +{"idx": 64, "level": 4, "span": "(b)    If the Grantee’s employment terminates for any reason other than Cause upon or within two years after a Change in Control that meets the requirements of a 409A CIC, the Company shall cause the Grantee’s employer to make a cash payment to the Grantee, payable in local currency, equal to the Fair Market Value of the shares of Company Stock underlying the earned and vested Performance Units within 60 days after the termination date, subject to applicable withholding for Taxes and subject to compliance with section 409A of the Code and as described in Section 20(h) of the Plan\nThe Fair Market Value of the shares shall be determined as of the date immediately before the payment date. If a Change in Control does not meet the requirements of a 409A CIC, the Grantee’s earned and vested Performance Units shall be paid at the date described in subsection (a)."} +{"idx": 64, "level": 3, "span": "6.    Dividend Equivalents\nDividend Equivalents shall accrue with respect to Performance Units and shall be payable subject to the same Performance Goals, vesting terms and other conditions as the Performance Units to which they relate. Dividend Equivalents shall be credited on the Performance Units when dividends are declared on shares of Company Stock from the Date of Grant until the payment date for the vested"} +{"idx": 64, "level": 3, "span": "7.    No Stockholder Rights\nNo shares of Company Stock shall be issued to the Grantee with respect to the Performance Units, and the Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Performance Units."} +{"idx": 64, "level": 3, "span": "8.    No Right to Continued Employment\nThe grant of Performance Units shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time."} +{"idx": 64, "level": 3, "span": "9.    Incorporation of Plan by Reference\nThe Grant Letters and these Grant Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Units constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letters, these Grant Conditions, and the Performance Units shall be final and binding on the Grantee and any other person claiming an interest in the Performance Units."} +{"idx": 64, "level": 3, "span": "10.    Withholding Taxes."} +{"idx": 64, "level": 4, "span": "(a)    The Employer shall have the right, and the Grantee hereby authorizes the Employer, to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes, social insurance, payroll tax, contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the Performance Units (the “Taxes”)."} +{"idx": 64, "level": 4, "span": "(b)    Regardless of any action the Employer takes with respect to any such Taxes, the Grantee acknowledges that the ultimate liability for all such Taxes legally due by the Grantee is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Employer\nThe Grantee further acknowledges that the Employer (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Performance Units, including the grant, vesting or settlement of the Performance Units and the receipt of any Dividend Equivalents; and (ii) does not commit to structure the terms of the grant or any aspect of the Performance Units to reduce or eliminate the Grantee’s liability for Taxes. Further, if the Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Grantee acknowledges that the Employer (or the Grantee’s"} +{"idx": 64, "level": 3, "span": "11.    Company Policies\nAll amounts payable under the Grant Letters and these Grant Conditions shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time."} +{"idx": 64, "level": 3, "span": "12.    Assignment\nThe Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Units, except to a successor grantee in the event of the Grantee’s death."} +{"idx": 64, "level": 3, "span": "13.    Section 409A\nThe Grant Letters and these Grant Conditions are intended to comply with section 409A of the Code or an exemption, consistent with Section 20(h) of the Plan, including the six-month delay for specified employees in accordance with the requirements of section 409A of the Code, if applicable. In furtherance of the foregoing, if the Performance Units or related Dividend Equivalents constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Units and related Dividend Equivalents shall be settled on the earliest date that would be permitted under section 409A of the Code without incurring penalty or accelerated taxes thereunder."} +{"idx": 64, "level": 3, "span": "14.    Successors\nThe provisions of the Grant Letters and these Grant Conditions shall extend to any business that becomes a successor to the Company or its subsidiaries or affiliates on account of a merger, consolidation, sale of assets, spinoff or similar transaction with respect to any business of the Company or its subsidiaries or affiliates with which the Grantee is employed, and if this grant continues in effect after such corporate event, references to the “Company or its subsidiaries or affiliates” or the “Employer” in the Grant Letters and these Grant Conditions shall include the successor business and its affiliates, as appropriate. In that event, the Company may make such modifications to the Grant Letters and these Grant Conditions as it deems appropriate to reflect the corporate event."} +{"idx": 64, "level": 3, "span": "15.    Governing Law\nThe validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle."} +{"idx": 64, "level": 3, "span": "16.    No Entitlement or Claims for Compensation\nIn connection with the acceptance of the grant of the Performance Units under the Grant Letters and these Grant Conditions, the Grantee acknowledges the following:"} +{"idx": 64, "level": 4, "span": "(a)    the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time;"} +{"idx": 64, "level": 4, "span": "(b)    the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past;"} +{"idx": 64, "level": 4, "span": "(c)    all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee;"} +{"idx": 64, "level": 4, "span": "(d)    the Grantee is voluntarily participating in the Plan;"} +{"idx": 64, "level": 4, "span": "(e)    the Performance Units and any payments thereunder are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee’s employer) and which are outside the scope of the Grantee’s employment contract, if any;"} +{"idx": 64, "level": 4, "span": "(f)    the Performance Units and any payments thereunder are not to be considered part of the Grantee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;"} +{"idx": 64, "level": 4, "span": "(g)    the Performance Units and any payments thereunder are not intended to replace any pension rights or compensation;"} +{"idx": 64, "level": 4, "span": "(h)    the grant of Performance Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer;"} +{"idx": 64, "level": 5, "span": "(i)    the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty\nThe Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the Performance Units; and"} +{"idx": 64, "level": 4, "span": "(j)    the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee’s cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee’s employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee’s ceasing to have rights under or be entitled to receive payment under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise\nIf, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee shall be deemed to have irrevocably waived the Grantee’s entitlement to pursue such rights or claim."} +{"idx": 64, "level": 3, "span": "17.    Data Privacy."} +{"idx": 64, "level": 4, "span": "(a)    The Grantee hereby explicitly, willingly and unambiguously consents to the collection, systematization, accumulation, storage, blocking, destruction, use, disclosure and transfer, in electronic or other form, of the Grantee’s personal data as described in these Grant Conditions by and among, as applicable, the Grantee’s employer, the Company or its subsidiaries or affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan."} +{"idx": 64, "level": 4, "span": "(b)    The Grantee understands that the Grantee’s employer, the Company or its subsidiaries or affiliates, as applicable, hold certain personal information and sensitive personal information about the Grantee regarding the Grantee’s employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its subsidiaries or affiliates and details of all awards in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”)."} +{"idx": 64, "level": 4, "span": "(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country\nThe Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative."} +{"idx": 65, "level": 1, "span": "GAS GATHERING AGREEMENT"} +{"idx": 65, "level": 1, "span": "BY AND BETWEEN"} +{"idx": 65, "level": 1, "span": "ROSEHILL OPERATING COMPANY, LLC, AS PRODUCER"} +{"idx": 65, "level": 1, "span": "AND"} +{"idx": 65, "level": 1, "span": "GATEWAY GATHERING\nAND MARKETING COMPANY, AS GATHERER"} +{"idx": 65, "level": 1, "span": "TABLE OF CONTENTS"} +{"idx": 65, "level": 1, "span": "TABLE OF CONTENTS"} +{"idx": 65, "level": 1, "span": "TABLE OF CONTENTS"} +{"idx": 65, "level": 0, "span": "GAS GATHERING AGREEMENT\nThis Gas Gathering Agreement is made and entered into on April 27, 2017 (together with each Agreement Addendum and the Exhibits hereto,\nthis “Agreement”), but is effective as of April 27, 2017 (the “Effective Date”), by and between Rosehill Operating Company, LLC, a Delaware limited liability company (“Producer”), and Gateway\nGathering and Marketing Company, a Maryland corporation (“Gatherer”). Producer and Gatherer may be referred to individually as “Party” or collectively as “Parties.”"} +{"idx": 65, "level": 1, "span": "Recitals:\nA. Producer\nowns rights, title and interests in certain oil and gas leases and other interests located within the Dedication Area that require services related to the gathering of hydrocarbons.\nB. Producer wishes to obtain such gathering services from Gatherer pursuant to this Agreement.\nC. Producer desires to dedicate certain Gas attributable to its right, title, and interest in certain oil and gas leases and other interests\nlocated within the Dedication Area to the System (defined below).\nD. Gatherer owns and operates an Individual System that gathers Gas\nfrom certain oil and gas leases and other interests."} +{"idx": 65, "level": 1, "span": "Agreements:\nNOW, THEREFORE, in consideration of the mutual agreements in this Agreement, and other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, Gatherer and Producer hereby agree as follows:"} +{"idx": 65, "level": 2, "span": "ARTICLE 1"} +{"idx": 65, "level": 2, "span": "DEFINITIONS\nSection 1.1 Definitions. As used in this Agreement, the following capitalized terms shall have the meanings ascribed to them\nbelow:\n“Abandonment Date” has the meaning given to it in Section 3.2(d).\n“Additional/Accelerated Well” has the meaning given to it in Section 3.2(c).\n“Adequate Assurance of Performance” has the meaning given to it in Section 9.3.\n“Adjustment Year” has the meaning given to it in Section 5.2(a)(ii).\n“Administrator” has the meaning given to it in Section 6.1(b).\n“Affiliate” means, with respect to any Person, any other Person that directly,\nor indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person. Producer and Gatherer and Raven Gathering System, LLC shall not be considered Affiliates of each other for purposes of\nthis Agreement, except for Section 2.2(b).\n“Affiliate Entity” means any Affiliate to whom Gatherer assigns its\nrights and obligations under this Agreement.\n“Affiliate Entity Dedicated Properties” has the meaning given to it in\nSection 15.1(a)(ii).\n“Agreement” has the meaning set forth in the preamble hereof.\n“Agreement Addendum” means an Agreement Addendum by and between Producer and Gatherer that expressly states that it is\ngoverned by this Agreement.\n“Agreement Addenda” shall be the collective reference to each Agreement Addendum then in\neffect.\n“Btu” means the amount of heat required to raise the temperature of one pound of water one degree Fahrenheit at\na pressure of 14.73 Psia and determined on a gross, dry basis.\n“Business Day” means a Day (other than a Saturday or\nSunday) on which commercial banks in the State of Texas are generally open for business.\n“Cancellation Date” has the\nmeaning given to it in Section 3.1(c).\n“Claiming Party” has the meaning given to it in the definition of\n“Force Majeure”.\n“Communications” has the meaning given to it in\nSection 16.2.\n“Conditional Amount” has the meaning set forth in Section 9.1(a).\n“Conflicting Dedication” means any gathering agreement, commitment, or arrangement (including any volume commitment) that\nrequires Producer’s owned Gas or Gas that Producer controls to be gathered on any gathering system or similar system other than the System, including any such agreement, commitment, or arrangement burdening properties hereinafter acquired by\nProducer in the Dedication Area. No dedication of acreage shall constitute a Conflicting Dedication if Producer’s requirement under such dedication is to deliver Gas from the tailgate of the System or any other point that is a Delivery Point\nhereunder.\n“Control” (including the term “Controlled”) means (a) with respect to any Person, the\npossession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise and (b) with respect to any Gas, such Gas\nproduced from the Dedication Area and owned by a Third Party or an Affiliate and with respect to which Producer has the contractual right or obligation (pursuant to a marketing, agency, operating, unit, or similar agreement) to market such Gas and\nProducer elects or is obligated to market such Gas on behalf of the applicable Third Party or Affiliate.\n- 2 -\n“Credit-Worthy Person” means a Person with a senior unsecured and\ncredit-unenhanced long term debt rating equivalent to A- or better as determined by at least two rating agencies, one of which must be either Standard & Poor’s or Moody’s (or if either one\nor both are not available, equivalent ratings from alternate rating sources reasonably acceptable to Gatherer).\n“Crude\nOil” has the meaning assigned to such term in any Transaction Document relating to the provision of crude oil gathering services by Gatherer.\n“Crude Oil Gathering System” has the meaning assigned to the term “Individual System” in any Transaction\nDocument relating to the provision of crude oil gathering services by Gatherer.\n“Day” means a period of time beginning\nat 12:00 a.m. (midnight) Central Time on a calendar day and ending at 12:00 a.m. (midnight) Central Time on the succeeding calendar day. The term “Daily” shall have the correlative meaning.\n“Dedicated Production” means (a) Gas owned by Producer or an Affiliate of Producer and produced from a Well within the\nDedication Area that is operated by Producer or an Affiliate of Producer, (b) Gas produced within the Dedication Area that is owned by a Third Party and under the Control of Producer and (c) Purchased Dedicated Production.\n“Dedicated Properties” means the interests held by Producer or its Affiliate in the oil and/or gas leases, mineral interests,\nand other similar interests as of the Effective Date or acquired by Producer or its Affiliates after the Effective Date that relate to land within the Dedication Area. Notwithstanding the foregoing, any interest that is permanently released pursuant\nto Section 2.4(a) or otherwise, shall cease to be included in this definition of “Dedicated Properties” immediately upon the effectiveness of such permanent release.\n“Dedication Area” means the area described on Exhibit A, including any additions or supplements to such Exhibit after\nthe Effective Date, and, when the context requires.\n“Delivery Point” means the point at which custody transfers from\nGatherer to or for the account of Producer. The custody transfer point may include (a) the facilities of a Downstream Facility, (b) the facilities of a gas processing facility, or (c) any other point as may be mutually agreed between\nthe Parties. The Delivery Points for each Individual System in existence on the Effective Date shall be set forth in writing between Producer and Gatherer, and additional points may become Delivery Points hereunder upon mutual agreement of the\nParties as construction is completed on additional facilities in satisfaction of the needs identified by Producer and the Parties shall continuously update the list of Delivery Points by mutual agreement.\n“Development Report” has the meaning given to it in Section 3.1(a).\n“Downstream Facility” means any pipeline downstream of any Delivery Point on the System.\n“Drilling Unit” means the area fixed for the drilling of one Well by order or rule of any applicable Governmental Authority,\nor (if no such order or rule is applicable) the area fixed for the drilling of a Well or Planned Well reasonably established by the pattern of drilling in the applicable area or otherwise established by Producer in its reasonable discretion.\n- 3 -\n“Drip Condensate” means that portion of Gas owned or Controlled by Producer that\nis received into the System (without manual separation or injection) that condenses in the System, and is recovered from the System as a liquid by Gatherer.\n“Effective Date” has the meaning given to it in the preamble of this Agreement.\n“Escalation Percentage” means 3.0%.\n“Excluded Amounts” means Gatherer’s general and administrative costs and any costs for design or construction of\nfacilities that can be used to connect other Planned Wells or Planned Separator Facilities in the Development Report that Producer at such time intends to develop.\n“Facility Segment” means each segment of an Individual System comprised of facilities beginning at a Receipt Point and ending\nat a Delivery Point. If an Individual System does not contain any such distinct segment, then the term Facility Segment shall be synonymous with Individual System.\n“First Development Report” has the meaning given to it in Section 3.1(a).\n“Flash Gas” means any gas that has been vaporized from Crude Oil resulting from the gathering and treating of Crude Oil in\nthe Crude Oil Gathering System pursuant to any Transaction Document relating to the provision of crude oil gathering services by Gatherer and that has been collected by Gatherer.\n“Force Majeure” means an event that is not within the reasonable control of the Party claiming suspension (the\n“Claiming Party”), and that by the exercise of reasonable due diligence the Claiming Party is unable to avoid or overcome in a reasonable manner. To the extent meeting the foregoing requirements, Force Majeure includes:\n(a) acts of God; (b) wars (declared or undeclared); (c) insurrections, hostilities, riots; (d) floods, droughts, fires, storms, storm warnings, landslides, lightning, earthquakes, washouts; (e) industrial disturbances, acts\nof a public enemy, acts of terror, sabotage, blockades, epidemics; (f) arrests and restraints of rulers and peoples; (g) civil disturbances; (h) explosions, breakage or accidents to machinery or lines of pipe; (i) hydrate\nobstruction or blockages of any kind in lines of pipe; (j) freezing of wells or delivery facilities, partial or entire failure of wells, and other events beyond the reasonable control of the Claiming Party that affect the timing of production\nor production levels; (k) action or restraint by court order or any Governmental Authority (so long as the Claiming Party has not applied for or assisted in the application for, and has opposed where and to the extent commercially reasonable,\nsuch action or restraint), (l) delays or failures by a Governmental Authority to grant Permits applicable to the System (or any Individual System) so long as the Claiming Party has used its commercially reasonable efforts to promptly make any\nand all required filings with such Governmental Authority relating to such Permits, and (m) delays or failures by the Claiming Party to obtain easements and rights of way, surface leases and other real property interests related to the System\n(or any Individual System) from Third Parties, so long as the Claiming Party has used its commercially reasonable efforts to obtain such easements\n- 4 -\nand rights of way, surface leases and other real property interests. The failure of a Claiming Party to settle or prevent a strike or other labor dispute with employees shall not be considered to\nbe a matter within such Claiming Party’s control.\n“Gallon” means one U.S. Standard gallon measured at 60 degrees\nFahrenheit.\n“Gas” means any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons,\nincluding Flash Gas and, unless otherwise expressly provided herein, liquefiable hydrocarbons and including inert and noncombustible gases.\n“Gatherer” has the meaning set forth in the preamble of this Agreement.\n“Gatherer Group” means Gatherer, its Affiliates, and the directors, officers, employees, and agents of Gatherer and its\nAffiliates, including Raven Pipeline, even though Raven Pipeline holds no equity in Gatherer.\n“Governmental Authority”\nmeans any federal, state, local, municipal, tribal or other government; any governmental, regulatory (including self-regulatory) or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative,\nexecutive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.\n“Gross Heating Value” means the number of Btu produced by the combustion, on a dry basis and at a constant pressure, of the\namount of Gas which would occupy a volume of 1 cubic foot at a temperature of 60 degrees Fahrenheit and at a pressure of 14.73 Psia, with air of the same temperature and pressure as the Gas, when the products of combustion are cooled to the initial\ntemperature of the Gas and air and when the water formed by combustion is condensed to the liquid state. Hydrogen sulfide shall be deemed to have no heating value.\n“Group” means (a) with respect to Gatherer, the Gatherer Group, and (b) with respect to Producer, the Producer\nGroup.\n“Increase in Fee” has the meaning given to it in Section 5.2(b).\n“Index” has the meaning given to it in Schedule A.\n“Individual Fee” means the rate for each Individual System set forth on Exhibit C.\n“Individual System” means the portion of the System beginning at the Receipt Points described on the applicable Agreement\nAddendum and ending at the Delivery Points described on the applicable Agreement Addendum. The Individual Systems in existence on the Effective Date are more particularly described in the applicable Agreement Addendum. Additional Individual Systems\nmay be added to the System from time to time in satisfaction of the needs identified by Producer and evidenced in writing between Producer and Gatherer.\n“Initial Term” has the meaning given to it in Section 7.1.\n- 5 -\n“Interest Rate” means, on the applicable date of determination, the prime rate\n(as published in the “Money Rates” table of The Wall Street Journal, eastern edition, or if such rate is no longer published in such publication or such publication ceases to be published, then as published in a similar\nnational business publication as mutually agreed by the Parties) plus an additional two percentage points (or, if such rate is contrary to any applicable Law, the maximum rate permitted by such applicable Law).\n“Invoice Month” has the meaning given to it in Section 9.1(a).\n“Law” means any applicable statute, law, rule, regulation, ordinance, order, code, ruling, writ, injunction, decree or other\nofficial act of or by any Governmental Authority.\n“Loss” or “Losses” means any actions, claims, causes\nof action (including actions in rem or in personam), settlements, judgments, demands, liens, encumbrances, losses, damages, fines, penalties, interest, costs, liabilities, expenses (including expenses attributable to the defense of any actions or\nclaims and attorneys’ fees) of any kind or character (except punitive or exemplary damages), including Losses for bodily injury, death, or property damage, whether under judicial proceedings, administrative proceedings or otherwise, and under\nany theory of tort, contract, breach of contract, breach of representation or warranty (express or implied) or by reason of the conditions of the premises of or attributable to any Person or Person or any Party or Parties.\n“MAOP” means maximum allowable operating pressure for the applicable Individual System, or relevant Facility Segment, as\nspecified in the applicable Agreement Addendum.\n“Mcf” means one thousand Standard Cubic Feet.\n“Measurement Device” means the meter body (which may consist of an orifice meter or ultrasonic meter), Gas metering device,\ntube, orifice plate, connected pipe, tank strapping, and fittings used in the measurement of Gas flow and volume and/or Btu content.\n“Meetings of Senior Management” means meetings between senior members of management of Gatherer and Producer, or, if\napplicable, senior members of management of an Affiliate of Gatherer or Producer, respectively, that Controls such entity.\n“MMBtu” means one million Btu.\n“Modifications” has the meaning given to it in Section 3.1(c).\n“Month” means a period of time from 7:00 a.m. Central Time on the first Day of a calendar month until 7:00 a.m. Central Time\non the first Day of the next succeeding calendar month. The term “Monthly” shall have the correlative meaning.\n“Monthly Loss/ Gain Report” means the report delivered pursuant to Section 9.1(d), which shall include all of the\ninformation required to be included in such report as detailed in Section 5.3.\n“Moody’s”\nmeans Moody’s Investors Service, Inc., or any successor to its statistical rating business.\n- 6 -\n“On-Line Deadline” has the meaning given\nto it in Section 3.2(b).\n“Other System Fuel” means all actual Gas measured and used as fuel by Gatherer for Other\nServices. For the avoidance of doubt, to the extent any Gas is used as fuel and is not System Fuel but such fuel has not been measured, such Gas shall be System L&U.\n“Other Services” means services that (i) may be provided to Producer, any of its Affiliates or to any Third Party and\n(ii) pertain to the production of oil, other hydrocarbons, water and waste products from the production of hydrocarbons.\n“Party” or “Parties” has the meaning set forth in the preamble of this Agreement.\n“Period of Five Years” means, with respect to any report delivered hereunder, the period from the first Day of the fiscal\nquarter during which such report is required to be delivered until the fifth anniversary thereof.\n“Period of Three\nYears” means, with respect to any report delivered hereunder, the period beginning on the first Day of the fiscal quarter during which such report is required to be delivered and ending 36 Months after such date.\n“Permits” means any permit, license, approval, or consent from a Governmental Authority.\n“Person” means any individual, corporation, company, partnership, limited partnership, limited liability company, trust,\nestate, Governmental Authority, or any other entity.\n“Planned Separator Facility” has the meaning given to it in\nSection 3.1(b)(i).\n“Planned Well” has the meaning given to it in Section 3.1(b)(i).\n“Process Flare” means the Gas flared by Gatherer (a) in its discretion in light of safety, environmental or maintenance\nconsiderations or (b) at the direction of Producer.\n“Producer” has the meaning set forth in the first paragraph\nhereof.\n“Producer Group” means Producer, its Affiliates, and the directors, officers, employees, and agents of Producer\nand its Affiliates.\n“Producer Meters” means any Measurement Device owned and operated by Producer (or caused to be\ninstalled or operated by Producer).\n“Psia” means pounds per square inch absolute.\n“Purchased Dedicated Production” means Gas produced by a Third Party that (a) either (i) has been purchased by Producer\nor (ii) the Parties have mutually agreed should be considered “Dedicated Production,” and (b) for which the Parties have agreed upon a Receipt Point for delivery into the Individual System.\n- 7 -\n“Receipt Point” means the point at which custody transfers from Producer to\nGatherer. The custody transfer point may include: (a) the flange at which the applicable Separator Facility or Well connects to the System, (b) the upstream flange of the first Measurement Device owned by Gatherer on the System, or\n(c) any other point mutually agreed between Gatherer and Producer that is listed in the applicable Agreement Addendum. The Receipt Points in existence on the Effective Date shall be set forth in writing between Producer and Gatherer, and\nadditional points may become Receipt Points hereunder upon mutual agreement of the Parties as construction is completed on additional facilities in satisfaction of the needs identified by Producer and the Parties shall continuously update the list\nof Receipt Points by mutual agreement.\n“Redetermination Deadline” has the meaning given to it in Section\n5.2(a)(ii).\n“Redetermination Proposal” has the meaning given to it in Section 5.2(a)(i).\n“Redetermined Individual Fee” has the meaning given to it in Section 5.2(a)(i).\n“Rules” has the meaning given to it in Section 16.6.\n“Separator Facility” means the surface facility where the Gas produced from one or more Wells in the Dedication Area is\ncollected and gas and water are separated from the Crude Oil. A Separator Facility may be known by Gatherer as an econode but may also refer to a well pad or other facility from which Gas is delivered in the System.\n“Services” means: (a) the receipt of Producer’s owned or Controlled Gas at the Receipt Points; (b) the receipt of\nFlash Gas into the System, (c) the gathering and compressing of such Gas and the collection of any Drip Condensate; (d) the redelivery of Gas with a Thermal Content specified in Section 4.4; and (e) the other services\nto be performed by Gatherer in respect of such Gas as set forth in this Agreement, all in accordance with the terms of this Agreement (including any services with respect to the Thermal Content of the received or delivered Gas and received Drip\nCondensate, metering services, other services to account for Flash Gas, Drip Condensate, System L&U, System Fuel, and Other System Fuel that may result in a reduction of or an increase to the redelivered Gas pursuant to\nSection 4.2.)\n“Services Fee” means, collectively, the fees described in\nSection 5.1.\n“Standard & Poor’s” means Standard &\nPoor’s Rating Group, a division of McGraw Hill, Inc., or any successor to its statistical rating business.\n“Standard Cubic\nFoot” means that quantity of Gas that occupies one cubic foot of space when held at a base temperature of 60 degrees Fahrenheit and a pressure of 14.73 Psia.\n“System” means, collectively, the Individual Systems described in the Agreement Addenda, collectively, including:\n(a) pipelines; (b) compression facilities; (c) central processing facilities, (d) controls, (e) Delivery Points, meters and measurement facilities; (f) owned condensate collection and storage facilities; (g) easements,\nlicenses, rights of way, fee parcels, surface rights and Permits; and (h) all appurtenant facilities, in each case, that are owned, leased or operated by each Gatherer to provide Services to Producer or Third Parties, as such gathering\n- 8 -\nsystem and/or facilities are modified and/or extended from time to time to provide Services to Producer pursuant to the terms hereof or to Third Parties, including the Facility Segments operated\nunder this Agreement by Gatherer.\n“System Fuel” means all actual Gas measured and used as fuel for the System, including\nGas used as fuel for compressor stations, stated in MMBtu. For the avoidance of doubt, to the extent any Gas is used as fuel and is not Other System Fuel but such fuel has not been measured, such Gas shall be System L&U.\n“System L&U” means any Gas, in terms of MMBtu, received into the System that is lost or otherwise not accounted for\nincident to, or occasioned by, the gathering, compressing, and redelivery, of Gas, including Gas used as fuel to the extent not measured by Gatherer, Gas released through leaks, instrumentation, relief valves, flares and blow downs of pipelines,\nvessels and equipment, measurement losses or inaccuracies, or is vented, flared or lost in connection with the operation of a pipeline, including line pack for new facilities; provided that Process Flare shall not constitute System L&U.\n“System Plan” has the meaning given to it in Section 3.1(c).\n“Target On-Line Date” means, as may be adjusted pursuant to Section 3.2(c),\n(a) with respect to a Planned Separator Facility or, with respect to a Planned Well that is not intended to be serviced by a Separator Facility, such Planned Well, in either case, that is described for the first time in the First Development Report,\nthe date specified in the First Development Report for the applicable Planned Separator Facility or Planned Well, as applicable, and (b) with respect to any Planned Separator Facility or, with respect to any Planned Well that is not intended to\nbe serviced by a Separator Facility, such Planned Well, in either case, that is not described in the First Development Report, 24 Months after the date of the Development Report that initially reflected the Planned Separator Facility or Planned\nWell, as applicable, unless Gatherer consents to a shorter time period.\n“Target Pressure” means, with respect to any\nIndividual System, the pressure set forth on the applicable Agreement Addendum, which such stated “Target Pressure” shall be the pressure for the applicable Individual System in the System Plan.\n“Tender” means the act of Producer’s making Gas available or causing Gas to be made available to the System at a Receipt\nPoint, and “Tendered” shall have the correlative meaning.\n“Term” has the meaning given to it in\nSection 7.1.\n“Thermal Content” means, for Gas, the product of the measured volume in Mcfs\nmultiplied by the Gross Heating Value per Mcf, adjusted to the same pressure base of 14.73 Psia and expressed in MMBtu; and for a liquid, the product of the measured volume in gallons multiplied by the Gross Heating Value per Gallon determined in\naccordance with the GPA 2145-09 Table of Physical Properties for Hydrocarbons and GPA 8173 Method for Converting Mass of Natural Gas Liquids and Vapors to Equivalent Liquid Volumes, in each case as revised\nfrom time to time.\n- 9 -\n“Third Party” means any Person other than a Party to this Agreement or any\nAffiliate of a Party to this Agreement.\n“Threshold Amount” means the “Threshold Amount” set forth on\nExhibit C.\n“Transaction Document” means each agreement entered into pursuant to the agreement terms and\nconditions related to gas gathering services, agreement terms and conditions related to oil gathering services, agreement terms and conditions related to produced water services, agreement terms and conditions related to gas processing services,\nagreement terms and conditions related to crude oil treating services, and agreement terms and conditions related to fresh water services, now or in the future existing between Producer, on the one hand, and Gatherer or one or more subsidiaries of\nGatherer, on the other hand, together with (i) each additional or replacement agreement entered into between such Persons and (ii) all amendments or modifications to each of the foregoing.\n“Well” means a well (i) for the production of hydrocarbons, (ii) that is located in the Dedication Area,\n(iii) in which Producer owns an interest, and (iv) for which Producer has a right or obligation to market Gas produced thereby through ownership or pursuant to a marketing, agency, operating, unit, or similar agreement.\n“Year” means a period of time from January 1 of a calendar year through December 31 of the same calendar year;\nprovided that the first Year shall commence on the Effective Date and run through December 31 of that calendar year, and the last Year shall commence on January 1 of the calendar year and end on the Day on which this Agreement\nterminates.\nSection 1.2 Other Terms. Other capitalized terms used in this Agreement and not defined in\nSection 1.1 have the meanings ascribed to them throughout this Agreement.\nSection 1.3 References and\nRules of Construction. All references in this Agreement to Exhibits, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Articles, Sections, subsections and other subdivisions of or to this Agreement\nunless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded\nin construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole, including the applicable\nAgreement Addendum and all Exhibits and other attachments hereto, all of which are incorporated herein, and not to any particular Exhibit, Article, Section, subsection or other subdivision unless expressly so limited. The word “including”\n(in its various forms) means “including without limitation.” The word “or” shall mean “and/or” unless a clear contrary intention exists. The word “from” means from and including, the word “through”\nmeans through and including, and the word “until” means until but excluding. All references to “$” or “dollars” shall be deemed references to United States dollars. The words “will” and “shall” have\nthe same meaning, force, and effect. Each accounting term not defined herein will have the meaning given to it under generally accepted accounting principles. Pronouns in masculine, feminine or neuter genders shall be construed to state and include\nany other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to any Law, contract or other agreement\nmean such Law, contract or agreement as it may be amended from time to time.\n- 10 -"} +{"idx": 65, "level": 2, "span": "ARTICLE 2"} +{"idx": 65, "level": 2, "span": "DEDICATION OF PRODUCTION\nSection 2.1 Producer’s Dedication. Subject to Section 2.2 through\nSection 2.4, during the Term, Producer:\n(a) exclusively dedicates and commits to deliver to Gatherer under this\nAgreement, as and when produced, all of the Gas owned or hereafter acquired by Producer or an Affiliate of Producer and produced from the Dedicated Properties;\n(b) commits to deliver to Gatherer under this Agreement, as and when produced, all Gas under the control of Producer or an Affiliate of\nProducer that is produced from the Dedicated Properties;\n(c) agrees not to deliver any Dedicated Production to any other gatherer,\npurchaser, marketer or other Person prior to delivery to Gatherer at the Receipt Points, unless otherwise agreed in writing between the Parties; and\n(d) dedicates and commits the Dedicated Properties to Gatherer for performance of the Services pursuant to this Agreement.\nSection 2.2 Conflicting Dedications.\n(a) Notwithstanding anything in this Agreement to the contrary, Producer shall have the right to comply with each of the Conflicting\nDedications existing on the date hereof and any other Conflicting Dedication applicable immediately before the acquisition of any oil and/or gas leases, mineral interests, and other similar interests within the Dedication Area (i) that are\nacquired by Producer after the Effective Date and (ii) which otherwise would have become subject to dedication under this Agreement (but not any Conflicting Dedications entered into in connection with such acquisition). Producer shall have the\nright to comply with a Conflicting Dedication only until the first Day of the Month following the termination of such Conflicting Dedication, at which time the Gas subject to such Conflicting Dedication shall automatically be dedicated to this\nAgreement. Producer shall not extend or renew any Conflicting Dedication and shall terminate each Conflicting Dedication as soon as permitted under the underlying contract, without causing Producer to incur any costs or expenses deemed unreasonable\nor inappropriate in the opinion of Producer and shall not enter into any new Conflicting Dedication.\n(b) Certain Conflicting Dedications\nmay contain rights of first refusal or other provisions that (i) entitle Producer to a release of acreage from such Conflicting Dedication if Producer dedicates the released acreage to a Third Party or (ii) expressly prohibit Producer from\ndedicating such released acreage to an Affiliate of Producer. As used herein, the term “Conflicting Dedication” shall include both the original right of first refusal (or similar right) and the dedication resulting from an exercise\nof such right of first refusal (or similar right) so long as the resulting dedication covers the same acreage as the original Conflicting Dedication.\n- 11 -\n(c) To the extent Producer claims that a Conflicting Dedication exists with respect to certain\nServices on specified Dedicated Properties, Gatherer shall have the right to review the documentation creating such Conflicting Dedication, subject to confidentiality requirements applicable to such Conflicting Dedication.\nSection 2.3 Producer’s Reservation. Producer reserves the following rights respecting Dedicated Production for\nitself:\n(a) to operate (or cause to be operated) Wells producing Dedicated Production in its sole discretion, including the right to\ndrill new Wells, repair and rework old Wells, temporarily shut in Wells, renew or extend, in whole or in part, any oil and gas lease or term mineral interest, and to cease production from or abandon any Well or surrender any applicable oil and gas\nlease, in whole or in part, when no longer deemed by Producer to be capable of producing in paying quantities under normal methods of operation;\n(b) to use Dedicated Production for lease operations (including reservoir pressure maintenance) and water treatment facility operations\nrelating to the lands within the Dedication Area;\n(c) to deliver such Dedicated Production or furnish such Dedicated Production to\nProducer’s lessors and holders of other burdens on production with respect to such Dedicated Production as is required to satisfy the terms of the applicable oil and gas leases or other applicable instruments; and\n(d) to pool, communitize or unitize Producer’s interests with respect to Dedicated Production; provided that Producer’s share of\nDedicated Production produced from such pooled, communitized, or unitized interests shall be committed and dedicated pursuant to this Agreement.\nSection 2.4 Releases from Dedication.\n(a) Permanent Releases. Dedicated Production from a Well or Wells affected by one or more of the conditions below, and the acreage in\neach Drilling Unit with respect to such Wells (or, with respect to Purchased Dedicated Production, the Gas delivered by Producer to the Individual System if the applicable Receipt Point is affected by one or more of the conditions below), shall be\npermanently released from dedication under this Agreement, and Producer may deliver and commit such Dedicated Production to such other gatherer or gatherers as it shall determine (including an Affiliate Entity):\n(i) Gatherer’s election pursuant to Section 3.3(b) not to provide Services for (A) any Well or Separator\nFacility for which Producer failed to deliver a Development Report on or before the applicable deadline set forth in Section 3.1(a), (B) any Well or Separator Facility not described in the applicable Development Report or (C) any excess\nvolume of Gas produced from any Well during any Day that exceeds the volume included in Producer’s estimate set forth in the most recent Development Report delivered to Gatherer;\n- 12 -\n(ii) upon expiration of the Term, as further described in\nSection 7.2;\n(iii) upon written agreement of Producer and Gatherer;\n(iv) upon written notice from Producer, the occurrence of a Force Majeure of the type described in clauses (k), (l) or\n(m) of the definition of “Force Majeure” affecting Gatherer that continues for a period of 12 consecutive Months or more or a temporary interruption or curtailment described in Section 4.4(d) that continues for 12 consecutive Months,\nexcept to the extent such interruption or curtailment is caused by the acts or omissions of Producer;\n(v) upon an\nassignment by Gatherer to an Affiliate Entity in accordance with Section 15.1(a)(ii), provided that simultaneously with such release, the Affiliate Entity Dedicated Properties are made subject to a gathering agreement entered into with the\nAffiliate Entity;\n(vi) upon written notice from Producer, if a termination of Services pursuant to Section 12.2(a)\nhas continued for more than six consecutive Months or, without a waiting period, if Producer has received notice from Gatherer of its decision not to provide Services to any planned facilities pursuant to Section 12.2(b); or\n(vii) in accordance with and subject to the terms of Section 3.2(b).\n(b) Temporary Release. Dedicated Production and any acreage covering such Dedicated Production may also be temporarily released from\ndedication under this Agreement (i) in accordance with and subject to the terms of Section 3.2(b) or Section 4.4(d), except to the extent such interruption or curtailment is caused by the acts or omissions of Producer, and (ii) in\nthe event of a termination of Services pursuant to Section 12.2 that continues for a period of greater than 60 Days but less than the period specified in Section 2.4(a)(vi). To the extent that an interruption or\ncurtailment can be limited to a Facility Segment, Gatherer shall so limit such interruption or curtailment, and to the extent that Gatherer does so limit such curtailment or interruption, the temporary release permitted by this Section 2.4(b)\nshall only apply to the affected Facility Segment. Such temporary release shall terminate on the date specified herein or on the date notified in writing by Gatherer to Producer (which date shall, in all cases, be the first Day of a Month); provided\nthat, if Producer obtained temporary services from a Third Party (pursuant to a contract that does not give rise to a default under this Agreement) during the pendency of the applicable interruption, curtailment or other temporary cessation\ndescribed in this Section 2.4(b), such reservation shall continue until the earlier of (x) the first Day of the Month that is three Months after the event or condition that gave rise to the interruption, curtailment or other temporary\ncessation has been corrected and (y) the first Day of the Month after the termination of the applicable contract with such Third Party.\n(c) Evidence of Permanent Release. At the request of Producer, the Parties shall execute a release agreement reasonably acceptable to\nall Parties (which, in the case of a permanent release, shall be in recordable form) reflecting any release of Dedicated Production or Dedicated Properties pursuant to this Section 2.4.\n- 13 -\nSection 2.5 Covenant Running with the Land. Each of the dedications, commitments, and\ncovenants made by Producer under this Agreement (a) is a covenant running with the Dedicated Properties, (b) touches and concerns Producer’s interests in the Dedicated Properties, and (c) shall be binding on and enforceable by\nGatherer and its successors and assigns. Except as set forth in Article 15, (a) in the event Producer sells, transfers, conveys, assigns, grants or otherwise disposes of any or all of its interest in the Dedicated Properties, then any\nsuch sale, transfer, conveyance, assignment, grant or other disposition shall be made subject to this Agreement and (b) in the event Gatherer sells, transfers, conveys, assigns, grants or otherwise disposes of any or all of its interest in the\nIndividual System, then any such sale, transfer, conveyance, assignment, grant or other disposition shall be made subject to this Agreement. This Agreement is not an executory contract under Section 365 of Title 11 of the United States Code (11\nU.S.C. § 365).\nSection 2.6 Memorandum. Producer hereby authorizes Gatherer to record a memorandum of the Agreement in\nthe real property records of the counties in which the Dedication Area is located. All payment terms and pricing information shall remain confidential and be redacted from any filings in the real property records.\nSection 2.7 Construction Costs.\n(a) To compensate Gatherer for the construction costs of each Individual System, during each quarter of each of the first four years of\ncommercial operation of such Individual System, Producer must deliver a certain minimum quantity of Gas to Gatherer. Such minimum quantity during each quarter shall be equal to the quantity (in McF) that, when multiplied by the Individual Fee as of\nthe Effective Date, equals 1/16th of the aggregate of Gatherer’s direct documented third party construction costs for such Individual System (the “Minimum Commitment”). If\nProducer does not deliver the Minimum Commitment to Gatherer during any quarter during the first four years of commercial operation of an Individual System, then Producer shall pay Gatherer an amount equal to the Individual Fee as of the Effective\nDate multiplied by the difference between the Minimum Commitment and the quantity of McF of Gas actually delivered by Producer to Gatherer during such quarter.\n(b) Gatherer shall provide monthly updates to Producer of the construction costs incurred by Gatherer during the construction of each\nIndividual System, and within 60 days after the completion of such Individual System, Gatherer shall provide Producer with an itemized statement of the aggregate of the construction costs incurred by Gatherer with respect to such Individual System.\nProducer shall have the right to audit, and Gatherer shall provide access to, Gatherer’s books and records for purposes of verifying such construction costs. Such audit right shall be at Producer’s sole cost and expense.\n- 14 -"} +{"idx": 65, "level": 3, "span": "(a) exclusively dedicates and commits to deliver to Gatherer under this\nAgreement, as and when produced, all of the Gas owned or hereafter acquired by Producer or an Affiliate of Producer and produced from the Dedicated Properties;"} +{"idx": 65, "level": 3, "span": "(b) commits to deliver to Gatherer under this Agreement, as and when produced, all Gas under the control of Producer or an Affiliate of\nProducer that is produced from the Dedicated Properties;"} +{"idx": 65, "level": 3, "span": "(c) agrees not to deliver any Dedicated Production to any other gatherer,\npurchaser, marketer or other Person prior to delivery to Gatherer at the Receipt Points, unless otherwise agreed in writing between the Parties; and"} +{"idx": 65, "level": 3, "span": "(d) dedicates and commits the Dedicated Properties to Gatherer for performance of the Services pursuant to this Agreement."} +{"idx": 65, "level": 3, "span": "(a) Notwithstanding anything in this Agreement to the contrary, Producer shall have the right to comply with each of the Conflicting\nDedications existing on the date hereof and any other Conflicting Dedication applicable immediately before the acquisition of any oil and/or gas leases, mineral interests, and other similar interests within the Dedication Area (i) that are\nacquired by Producer after the Effective Date and (ii) which otherwise would have become subject to dedication under this Agreement (but not any Conflicting Dedications entered into in connection with such acquisition). Producer shall have the\nright to comply with a Conflicting Dedication only until the first Day of the Month following the termination of such Conflicting Dedication, at which time the Gas subject to such Conflicting Dedication shall automatically be dedicated to this\nAgreement. Producer shall not extend or renew any Conflicting Dedication and shall terminate each Conflicting Dedication as soon as permitted under the underlying contract, without causing Producer to incur any costs or expenses deemed unreasonable\nor inappropriate in the opinion of Producer and shall not enter into any new Conflicting Dedication."} +{"idx": 65, "level": 3, "span": "(b) Certain Conflicting Dedications\nmay contain rights of first refusal or other provisions that (i) entitle Producer to a release of acreage from such Conflicting Dedication if Producer dedicates the released acreage to a Third Party or (ii) expressly prohibit Producer from\ndedicating such released acreage to an Affiliate of Producer. As used herein, the term “Conflicting Dedication” shall include both the original right of first refusal (or similar right) and the dedication resulting from an exercise\nof such right of first refusal (or similar right) so long as the resulting dedication covers the same acreage as the original Conflicting Dedication."} +{"idx": 65, "level": 3, "span": "(c) To the extent Producer claims that a Conflicting Dedication exists with respect to certain\nServices on specified Dedicated Properties, Gatherer shall have the right to review the documentation creating such Conflicting Dedication, subject to confidentiality requirements applicable to such Conflicting Dedication."} +{"idx": 65, "level": 3, "span": "(a) to operate (or cause to be operated) Wells producing Dedicated Production in its sole discretion, including the right to\ndrill new Wells, repair and rework old Wells, temporarily shut in Wells, renew or extend, in whole or in part, any oil and gas lease or term mineral interest, and to cease production from or abandon any Well or surrender any applicable oil and gas\nlease, in whole or in part, when no longer deemed by Producer to be capable of producing in paying quantities under normal methods of operation;"} +{"idx": 65, "level": 3, "span": "(b) to use Dedicated Production for lease operations (including reservoir pressure maintenance) and water treatment facility operations\nrelating to the lands within the Dedication Area;"} +{"idx": 65, "level": 3, "span": "(c) to deliver such Dedicated Production or furnish such Dedicated Production to\nProducer’s lessors and holders of other burdens on production with respect to such Dedicated Production as is required to satisfy the terms of the applicable oil and gas leases or other applicable instruments; and"} +{"idx": 65, "level": 3, "span": "(d) to pool, communitize or unitize Producer’s interests with respect to Dedicated Production; provided that Producer’s share of\nDedicated Production produced from such pooled, communitized, or unitized interests shall be committed and dedicated pursuant to this Agreement."} +{"idx": 65, "level": 3, "span": "(a) Permanent Releases\nDedicated Production from a Well or Wells affected by one or more of the conditions below, and the acreage in\neach Drilling Unit with respect to such Wells (or, with respect to Purchased Dedicated Production, the Gas delivered by Producer to the Individual System if the applicable Receipt Point is affected by one or more of the conditions below), shall be\npermanently released from dedication under this Agreement, and Producer may deliver and commit such Dedicated Production to such other gatherer or gatherers as it shall determine (including an Affiliate Entity):"} +{"idx": 65, "level": 4, "span": "(i) Gatherer’s election pursuant to Section 3.3(b) not to provide Services for (A) any Well or Separator\nFacility for which Producer failed to deliver a Development Report on or before the applicable deadline set forth in Section 3.1(a), (B) any Well or Separator Facility not described in the applicable Development Report or (C) any excess\nvolume of Gas produced from any Well during any Day that exceeds the volume included in Producer’s estimate set forth in the most recent Development Report delivered to Gatherer;"} +{"idx": 65, "level": 4, "span": "(ii) upon expiration of the Term, as further described in\nSection 7.2;"} +{"idx": 65, "level": 4, "span": "(iii) upon written agreement of Producer and Gatherer;"} +{"idx": 65, "level": 4, "span": "(iv) upon written notice from Producer, the occurrence of a Force Majeure of the type described in clauses (k), (l) or\n(m) of the definition of “Force Majeure” affecting Gatherer that continues for a period of 12 consecutive Months or more or a temporary interruption or curtailment described in Section 4.4(d) that continues for 12 consecutive Months,\nexcept to the extent such interruption or curtailment is caused by the acts or omissions of Producer;"} +{"idx": 65, "level": 4, "span": "(v) upon an\nassignment by Gatherer to an Affiliate Entity in accordance with Section 15.1(a)(ii), provided that simultaneously with such release, the Affiliate Entity Dedicated Properties are made subject to a gathering agreement entered into with the\nAffiliate Entity;"} +{"idx": 65, "level": 4, "span": "(vi) upon written notice from Producer, if a termination of Services pursuant to Section 12.2(a)\nhas continued for more than six consecutive Months or, without a waiting period, if Producer has received notice from Gatherer of its decision not to provide Services to any planned facilities pursuant to Section 12.2(b); or"} +{"idx": 65, "level": 4, "span": "(vii) in accordance with and subject to the terms of Section 3.2(b)."} +{"idx": 65, "level": 3, "span": "(b) Temporary Release\nDedicated Production and any acreage covering such Dedicated Production may also be temporarily released from\ndedication under this Agreement (i) in accordance with and subject to the terms of Section 3.2(b) or Section 4.4(d), except to the extent such interruption or curtailment is caused by the acts or omissions of Producer, and (ii) in\nthe event of a termination of Services pursuant to Section 12.2 that continues for a period of greater than 60 Days but less than the period specified in Section 2.4(a)(vi). To the extent that an interruption or\ncurtailment can be limited to a Facility Segment, Gatherer shall so limit such interruption or curtailment, and to the extent that Gatherer does so limit such curtailment or interruption, the temporary release permitted by this Section 2.4(b)\nshall only apply to the affected Facility Segment. Such temporary release shall terminate on the date specified herein or on the date notified in writing by Gatherer to Producer (which date shall, in all cases, be the first Day of a Month); provided\nthat, if Producer obtained temporary services from a Third Party (pursuant to a contract that does not give rise to a default under this Agreement) during the pendency of the applicable interruption, curtailment or other temporary cessation\ndescribed in this Section 2.4(b), such reservation shall continue until the earlier of (x) the first Day of the Month that is three Months after the event or condition that gave rise to the interruption, curtailment or other temporary\ncessation has been corrected and (y) the first Day of the Month after the termination of the applicable contract with such Third Party."} +{"idx": 65, "level": 3, "span": "(c) Evidence of Permanent Release\nAt the request of Producer, the Parties shall execute a release agreement reasonably acceptable to\nall Parties (which, in the case of a permanent release, shall be in recordable form) reflecting any release of Dedicated Production or Dedicated Properties pursuant to this Section 2.4."} +{"idx": 65, "level": 3, "span": "(a) To compensate Gatherer for the construction costs of each Individual System, during each quarter of each of the first four years of\ncommercial operation of such Individual System, Producer must deliver a certain minimum quantity of Gas to Gatherer. Such minimum quantity during each quarter shall be equal to the quantity (in McF) that, when multiplied by the Individual Fee as of\nthe Effective Date, equals 1/16th of the aggregate of Gatherer’s direct documented third party construction costs for such Individual System (the “Minimum Commitment”). If\nProducer does not deliver the Minimum Commitment to Gatherer during any quarter during the first four years of commercial operation of an Individual System, then Producer shall pay Gatherer an amount equal to the Individual Fee as of the Effective\nDate multiplied by the difference between the Minimum Commitment and the quantity of McF of Gas actually delivered by Producer to Gatherer during such quarter."} +{"idx": 65, "level": 3, "span": "(b) Gatherer shall provide monthly updates to Producer of the construction costs incurred by Gatherer during the construction of each\nIndividual System, and within 60 days after the completion of such Individual System, Gatherer shall provide Producer with an itemized statement of the aggregate of the construction costs incurred by Gatherer with respect to such Individual System.\nProducer shall have the right to audit, and Gatherer shall provide access to, Gatherer’s books and records for purposes of verifying such construction costs. Such audit right shall be at Producer’s sole cost and expense."} +{"idx": 65, "level": 2, "span": "ARTICLE 3"} +{"idx": 65, "level": 2, "span": "SYSTEM EXPANSION AND CONNECTION OF WELLS\nSection 3.1 Development Report; System Plan; Meetings.\n(a) Development Report. On or before May 29, 2017, Producer will provide Gatherer with a report (“First Development\nReport”), which shall describe (x) in detail the planned development, drilling, and production activities relating to the Dedicated Production through the end of the applicable Period of Three Years, and (y) generally the\nlong-term drilling and production expectations for those project areas in which drilling activity is expected to occur during the applicable Period of Five Years, including the information described in Section 3.1(b). On or before each\nJanuary 1, each April 1, each July 1, and each October 1 of each Year following the date on which the First Development Report is to be delivered, Producer shall provide to Gatherer an update of the then-current report describing\n(i) in detail the planned development, drilling, and production activities relating to the Dedicated Production for the applicable Period of Three Years and (ii) generally the long-term drilling and production expectations for those\nproject areas in the Dedication Area in which drilling activity is expected to occur during the applicable Period of Five Years (the First Development Report, as updated in accordance with the foregoing and as the then current report may be updated\nfrom time to time, the “Development Report”).\n(b) Development Report Content. With respect to the Dedication\nArea, the Development Reports shall include information as to:\n(i) the Wells (each, a “Planned Well”) and\nSeparator Facilities (each, a “Planned Separator Facility”) that Producer expects will be drilled or installed during the applicable Period of Three Years, including the expected locations, completion dates thereof (which completion\ndates shall not be earlier than the applicable Target On-Line Dates), the expected spud dates of such Planned Wells, the dates flow is anticipated to initiate from such Wells, and forward looking production\nestimates for the applicable Period of Three Years;\n(ii) the anticipated characteristics of the production from such Wells\n(including liquids content and gas and liquids composition) and the projected Gas production volumes and production pressures;\n(iii) the earliest date on which one or more Wells are expected to be fractured, if applicable;\n(iv) the Receipt Point(s) and Delivery Point(s) (including proposed receipt points and delivery points not yet included in the\napplicable Agreement Addendum) at which Gas produced from such Wells is to be delivered or redelivered to Producer\n(v) the\nearliest date on which one or more Wells or Separator Facilities, as applicable, are expected to be completed and ready to be placed on-line, which date shall not be earlier than the Target On-line Date;\n- 15 -\n(vi) the number of Planned Wells and Planned Separator Facilities anticipated to\nbe producing after the Period of Three Years and before the end of the Period of Five Years, broken out by an appropriate geographic area, such as a development plan area;\n(vii) the number of rigs that Producer intends to operate in the Dedication Area each year during the Period of Five Years\n(including sufficient detail regarding the anticipated location of such rigs to allow Gatherer to determine which Individual System would be impacted by such rig activity);\n(viii) with respect to the Period of Three Years, the anticipated date on which Gatherer may initiate construction or other\ndevelopment activities at the Well or Separator Facility in order to complete the interconnection into the Individual System; and\n(ix) such other information as may be reasonably requested by Gatherer with respect to Wells and Separator Facilities that\nProducer intends to drill or from which Producer intends to deliver Gas during the Period of Three Years and Period of Five Years.\nTo the extent\npossible, any information Producer is required to provide under this Section 3.1(b) with respect to Wells or Separator Facilities shall also include such information related to Planned Wells and Planned Separator Facilities. In addition, if\nappropriate to provide a complete and accurate Development Report, any information requested with respect to Planned Wells and Planned Separator Facilities shall also be provided with respect to existing Wells or Separator Facilities.\n(c) System Plan. Based on the Development Report and such other information about the expected development of the Dedicated Properties\nas shall be provided to Gatherer by or on behalf of Producer, including as a result of meetings between representatives of Gatherer and Producer, Gatherer shall develop and periodically update a plan (the “System Plan”) describing and/or\ndepicting the modifications, extensions, enhancements, major maintenance and/or other actions necessary in order for the Individual System to be able to provide timely Services for the Gas produced by the Wells and Separator Facilities described in\nthe most recent Development Report (including Planned Wells, Planned Separator Facilities and changes in anticipated production from existing Wells and Separator Facilities) (the “Modifications”). If (i) Gatherer elects to make such\nModifications, (ii) Producer thereafter modifies the Development Report or provides other information (the date on which the modified Development Report or such other information is provided to Gatherer, the “Cancellation Date”)\nindicating that such Modifications are no longer necessary, and (iii) as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or committed by Gatherer to make such cancelled Modifications\nexceeds the Threshold Amount, then Producer shall reimburse Gatherer for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or committed by Gatherer through the Cancellation Date to make such Modifications.\nThe System Plan (or, with respect to the allocation procedures described in clause (vi), the applicable writing signed by Gatherer and Producer) shall include information as to:\n(i) each Facility Segment then existing and operational, under construction, or planned and the Individual System of which such\nFacility Segment is a part;\n- 16 -\n(ii) all Receipt Points and Delivery Points served or to be served by each such\nFacility Segment;\n(iii) estimated gathering pressures for the 12 Month period beginning on the Target On-Line Date for the applicable Facility Segment and the Target Pressures and the MAOP for each Individual System included in the Development Report;\n(iv) all compression and other major physical facilities located or to be located on or within each such Facility Segment,\ntogether with their sizes, operating parameters, capacities, and other relevant specifications, which sizes, parameters, capacities and other relevant specifications shall be sufficient to (A) connect the Individual System to the Receipt Points\nand Delivery Points for all Planned Separator Facilities and (with respect to any Planned Wells not intended to be serviced by a Separator Facility) Planned Wells set forth in the most recent Development Report and (B) perform the Services for\nall Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Report;\n(v) the anticipated schedule for completing the construction and installation of the planned Facility Segments and all planned\nReceipt Points and Delivery Points, in each case, for all Planned Separator Facilities or Planned Wells, as applicable, included in the most recent Development Report;\n(vi) the allocation methodologies to be used by Gatherer with respect to Flash Gas, Drip Condensate, System L&U, System\nFuel, Other System Fuel and other allocations hereunder and, with respect to any System Plan after the initial System Plan, any proposed changes to the allocation methodologies then in effect (all such allocation methodologies shall comply with\nSection 1.8 of Schedule A); and\n(vii) other information reasonably requested by Producer that is\nrelevant to the design, construction, and operation of the System, the relevant Individual System, the relevant Facility Segment, and the relevant Receipt Points and Delivery Points; provided that in no event shall Gatherer be obligated to supply to\nProducer (A) pricing, budget or similar financial information or (B) information that is covered by a confidentiality agreement or confidentiality obligations; Gatherer shall deliver the applicable System Plan (including any updated System\nPlan) to Producer for Producer’s review and comment not later than 30 Days after Producer’s delivery to Gatherer of the applicable Development Report or amendment thereto.\n(d) Meetings. Gatherer shall make representatives of Gatherer available to discuss the most recent System Plan from time to time with\nProducer and its representatives at Producer’s request. Producer shall make representatives of Producer available to discuss the most recent Development Report from time to time with Gatherer and its representatives at Gatherer’s request.\nGatherer and its representatives shall have the right to meet not less\n- 17 -\nfrequently than Monthly with one or more representatives of Producer. At all such meetings, the Parties shall exchange updated information about their respective plans for the development and\nexpansion of the Dedicated Properties (including amendments to the Development Report) and the System (including amendments to the System Plan for Producer’s review and comment) and shall have the opportunity to discuss and provide comments on\nthe other Party’s plans.\n(e) Scope and Purpose of Planning Tools. The Development Report and the System Plan are intended to\nassist Gatherer and Producer with long-term planning and goals. None of the Development Reports nor the System Plans shall amend or modify this Agreement in any way. Gatherer may, in its sole discretion, work with any third party providers of\nGatherer’s services hereunder, to the extent under contract with Gatherer, to prepare and deliver a System Plan jointly with such other entity or entities. To the extent that a Development Report or System Plan that satisfies the requirements\nabove is delivered or deemed delivered under any other Transaction Document, such Development Report or System Plan shall be deemed delivered hereunder.\nSection 3.2 Expansion of System and Connection of Separator Facilities.\n(a) Service Standards. Gatherer shall, at its sole cost and expense, design and construct the Individual System in a good and\nworkmanlike manner and in accordance with the System Plan and this Section 3.2. Until such time as Producer has delivered a Development Report, Gatherer shall have no obligation under this Section 3.2(a). In the event that Producer elects to\ndeliver Purchased Dedicated Production into the Individual System, Gatherer and Producer shall mutually agree on the Receipt Point at which Producer shall deliver such Purchased Dedicated Production.\n(b) On-Line Deadline. Subject to Section 3.4, Gatherer shall by the\nlater of (x) the date that the first Planned Well on a particular Planned Separator Facility (or, with respect to a Planned Well that is not intended to be serviced by a Separator Facility, the date that such Planned Well) is ready for\nconnection to the System and (y) the applicable Target On-Line Date (such later date, as may be extended pursuant to this Section 3.2(b), the\n“On-Line Deadline”), (i) have completed (or caused the completion of) the construction of the necessary facilities, in accordance with the then current System Plan, (A) to connect\nsuch Planned Separator Facility or such Planned Well to the System and (B) to connect the System to each planned Delivery Point for such Planned Separator Facility or such Planned Well, as applicable and (ii) be ready and able to commence\nServices with respect to Dedicated Production from such Planned Separator Facility or Planned Well, as applicable. If and to the extent that Gatherer is delayed in completing any such facilities or providing such services by a Force Majeure event or\nreasons attributable to the acts or omissions of Producer, then the On-Line Deadline applicable thereto shall be extended by a period of time equal to that during which Gatherer was delayed by such event. If\nGatherer anticipates that Gatherer will be unable to meet an On-Line Deadline for causes that are not attributable to Force Majeure or the acts or omissions of Producer, then Gatherer shall deliver a written\nnotice to Producer no later than 30 days before the On-Line Deadline with respect a Planned Well or a Planned Separator Facility stating that Gatherer will be unable to meet the\nOn-Line Deadline for such Planned Well or Planned Separator Facility, and that Gatherer elects to have such Planned Well and related Dedicated Production and any acreage covering such Dedicated Production (and\nthe following shall apply) (x) permanently\n- 18 -\nreleased from this Agreement or (y) temporarily released from this Agreement, in which case Gatherer shall reimburse Producer for its actual, verifiable increase in costs (if any) in\nutilizing a different gatherer provide gathering services with respect to Gas from such Planned Well during the period of such temporary release, and such temporary release shall terminate upon Gatherer’s connection of such Planned Well to the\nSystem; provided, however, that if such temporary release lasts for a period of greater than 90 days after the On-Line Deadline, then such Planned Well shall be permanently released. The permanent release,\ntemporary release, and reimbursement described in this Section 3.2(b) shall be Producer’s sole and exclusive remedies for Gatherer’s failure to meet any On-Line Deadline.\n(c) Additional/Accelerated Wells and Elimination of Wells. From time to time, Producer may provide written notice to Gatherer that\nProducer (i) has accelerated the Target On-Line Date for a Planned Well or Planned Separator Facility, (ii) anticipates the Target On-Line Date for a Planned\nWell or Planned Separator Facility to be earlier than 24 Months following the delivery of the Development Report in which such Planned Well or Planned Separator Facility was initially included or (iii) anticipates drilling a Well or putting\ninto service a Separator Facility that has not been included in a Development Report and that has a Target On-Line Date earlier than 24 Months following the next delivery of a Development Report (any such Well\nor Separator Facility, an “Additional/Accelerated Well”); provided that any Well that is to be serviced by a Separator Facility or a Planned Separator Facility that is not described in the foregoing clauses (i) through\n(iii) shall not constitute an Additional/ Accelerated Well. Gatherer will use its commercially reasonable efforts to modify the System Plan and to cause the necessary gathering facilities to be constructed prior to the On-Line Deadline for such Additional/Accelerated Well; provided that, with respect to Additional/ Accelerated Wells of the type described in clauses (i) and (ii) of the first sentence of this paragraph,\nthere shall be no penalty to Gatherer hereunder unless Gatherer fails to connect such Additional/ Accelerated Well on or prior to the Target On-Line Date set forth in the applicable Development Report (prior\nto the acceleration of such timeline) and, with respect to Additional/ Accelerated Wells of the type described in clause (iii) of the first sentence of this paragraph, there shall be no penalty to Gatherer hereunder unless Gatherer fails to\nconnect such Additional/ Accelerated Well on or prior to 24 Months following receipt of written notice regarding such Additional/ Accelerated Well. From time to time, Producer may provide written notice to Gatherer that Producer (i) has delayed\nthe Target On-Line Date for a Planned Well or Planned Separator Facility, (ii) anticipates eliminating a Planned Well or Planned Separator Facility from its development plans and the Development Report or\n(iii) anticipates shutting in a Well or Separator Facility that has been producing. Producer shall endeavor to ensure that the Development Report does not include any planned or existing Wells or Separator Facilities that Producer has\ndetermined should not be drilled, operated, maintained or put into service. To the extent that Producer has included any such Well or Separator Facility in a Development Report, Producer shall provide Gatherer with information regarding its revised\nassessment of such Well or Separator Facility. Gatherer may adjust the System Plan as it determines to be appropriate and commercially reasonable to accommodate such elimination of Wells and Separator Facilities.\n(d) Cancellation of Planned Wells and Planned Separator Facilities. If (i) Gatherer reasonably determines that Producer has\npermanently abandoned the drilling or installation of any Planned Well or Planned Separator Facility or Producer notifies Gatherer that Producer intends to permanently abandon the drilling or installation of any Planned Well or\n- 19 -\nPlanned Separator Facility (whether through the delivery of an updated Development Report or otherwise, the date on which such determination is made, the “Abandonment Date”), (ii)\nGatherer had begun to design or construct the Facility Segment to connect such Planned Well or Planned Separator Facility to the System prior to such Abandonment Date, and (iii) the actual aggregate costs and expenses (excluding Excluded\nAmounts) incurred or committed by Gatherer prior to the Abandonment Date exceeds the Threshold Amount, then Producer shall reimburse Gatherer for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or\ncommitted by Gatherer prior to such Abandonment Date to design and construct such Facility Segment.\n(e) Substation and Interconnection\nFacilities. The obligations of Gatherer hereunder to design and construct the Individual System and to perform the Services do not include the design or construction of any substation or other interconnecting facilities required to procure\nelectricity for the Individual System. If a substation or any other interconnecting facility is required in order for Gatherer to perform its obligations hereunder, Gatherer and Producer shall enter into a separate agreement setting forth each\nParty’s responsibilities in connection therewith, including an allocation of responsibility for all associated costs and expenses.\nSection 3.3 Temporary Services.\n(a) If Gatherer fails to complete any facilities described Section 3.2(b) by the On-Line\nDeadline for such facilities and Gatherer elects to temporarily release such the applicable Dedicated Production under Section 3.2(b), then Producer may enter into a contract with a Third Party to provide services with respect to the\nDedicated Production that is anticipated to be serviced by the new facilities if the term of such contract does not exceed three Months (and may be renewed in three-Month increments until such time as Gatherer has completed the applicable\nfacilities). If any such contract is in effect with respect to any Well, Producer will not be obligated to connect such Well to the System until the first Day of the Month following expiration of such contract.\n(b) If at any time, (i) Producer fails to deliver a Development Report on or before the applicable deadline set forth in\nSection 3.1(a), (ii) a Development Report delivered by Producer failed to describe any Well, or (iii) the average rate of production at any Receipt Point described in the then-applicable Development Report exceeds Producer’s\nforecast for such Receipt Point set forth in such Development Report, and as a result, Gatherer has not completed any new, modified, or enhanced facilities necessary to allow Gatherer to accept all of the Gas Tendered by Producer at a Receipt Point,\nthen (x) within a reasonable time after Gatherer becomes aware of the need for such new, modified, or enhanced facilities, Gatherer shall elect, in its sole discretion, whether to proceed with the development and completion of such facilities\nby providing notice to Producer, and (y) if Gatherer elects to proceed with the development and completion of such facilities, (1) Gatherer shall cause such facilities to be completed within a reasonable time after such election, and\n(2) pending the completion of such facilities, Gatherer may elect (in its reasonable discretion and in exchange for reasonable compensation) to permit Producer to enter into a contract with a Third Party as provided in Section 3.3(a) to\nprovide services with respect to the Dedicated Production that Gatherer is unable to accept.\n- 20 -\nSection 3.4 Cooperation. The Parties shall work (at their own cost and expense)\ntogether in good faith to obtain such Permits as are necessary to drill and complete each Planned Well and construct the required extensions of the System to each Planned Separator Facility (and each Planned Well, as applicable) as expeditiously as\nreasonably practicable, all as provided in this Agreement. The Parties shall cooperate with each other and to communicate regularly regarding their efforts to obtain such Permits. Upon request by Producer, Gatherer shall promptly provide to Producer\ncopies of all Permits obtained by Gatherer in order to construct any Facility Segment (or portion of a Facility Segment) of the System.\nSection 3.5 Compression. The System Plan will describe the compression facilities that will be constructed as part of the System\nas well as the maximum operating pressures of the low pressure gathering lines, which shall be subject to the approval of Producer, and the maximum operating pressures of the high pressure gathering lines, which shall be sufficient to permit Gas to\nenter the facilities of Downstream Facilities but no higher than the MAOP, and other maximum operating parameters. The MAOP and the Target Pressure for each Individual System shall be set forth in the applicable Agreement Addendum when the\napplicable subpart for such Individual System is delivered or updated.\nSection 3.6 Grant of Access; Real Property Rights.\n(a) Producer’s Grant of Easement. Producer hereby grants to Gatherer, without warranty of title, either express\nor implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, an easement and right of way upon all lands constituting Dedicated Properties for the purpose of installing, using,\nmaintaining, servicing, inspecting, repairing, operating, replacing, disconnecting and removing all or any portion of the applicable Individual System, including all pipelines, meters and other equipment necessary for the performance by Gatherer of\nthis Agreement. If necessary, Producer agrees to use commercially reasonable efforts to assign to Gatherer rights under any Lease to the extent such assignment is necessary to grant such easement and right of way. Any property of Gatherer placed in\nor upon such lands shall remain the property of Gatherer and may be disconnected or removed by Gatherer at any time for any reason. Gatherer shall release, protect, defend, indemnify and hold harmless Producer Group from and against all Losses\narising out of or in connection with Gatherer’s use of or operations on the easement and right-of-way granted under this Section 3.6(a), except to the extent that\nsuch Losses are caused by the gross negligence or willful misconduct of any member of Gatherer Group.\n(b) Producer Does Not Have\nObligation to Maintain. Producer shall not have a duty to maintain in force and effect any underlying agreements (such as any lease, easement, or surface use agreement) that the grants of easements or rights of way by Producer to Gatherer under\nSection 3.6(a) are based upon, and such grants of easements or rights of way will terminate if Producer loses its rights to the applicable property, regardless of the reason for such loss of rights.\n(c) Gatherer Does Not Have Obligation to Maintain. Gatherer shall not have a duty to maintain in force and effect any underlying\nagreements that the grants of easements or rights of way by Gatherer to Producer pursuant to Section 3.6(a) are based upon, and such grants of easements or rights of way will terminate if Gatherer loses its rights to the applicable property,\nregardless of the reason for such loss of rights.\n- 21 -\n(d) No Interference. Gatherer’s exercise of the rights granted to Gatherer by\nProducer pursuant to this Section 3.6 shall not unreasonably interfere with Producer’s operations or with the rights of owners in fee with respect to the applicable lands, and such rights will be exercised in material\ncompliance with all applicable Laws and the safety and other reasonable access requirements of Producer."} +{"idx": 65, "level": 3, "span": "(a) Development Report\nOn or before May 29, 2017, Producer will provide Gatherer with a report (“First Development\nReport”), which shall describe (x) in detail the planned development, drilling, and production activities relating to the Dedicated Production through the end of the applicable Period of Three Years, and (y) generally the\nlong-term drilling and production expectations for those project areas in which drilling activity is expected to occur during the applicable Period of Five Years, including the information described in Section 3.1(b). On or before each\nJanuary 1, each April 1, each July 1, and each October 1 of each Year following the date on which the First Development Report is to be delivered, Producer shall provide to Gatherer an update of the then-current report describing\n(i) in detail the planned development, drilling, and production activities relating to the Dedicated Production for the applicable Period of Three Years and (ii) generally the long-term drilling and production expectations for those\nproject areas in the Dedication Area in which drilling activity is expected to occur during the applicable Period of Five Years (the First Development Report, as updated in accordance with the foregoing and as the then current report may be updated\nfrom time to time, the “Development Report”)."} +{"idx": 65, "level": 3, "span": "(b) Development Report Content\nWith respect to the Dedication\nArea, the Development Reports shall include information as to:"} +{"idx": 65, "level": 4, "span": "(i) the Wells (each, a “Planned Well”) and\nSeparator Facilities (each, a “Planned Separator Facility”) that Producer expects will be drilled or installed during the applicable Period of Three Years, including the expected locations, completion dates thereof (which completion\ndates shall not be earlier than the applicable Target On-Line Dates), the expected spud dates of such Planned Wells, the dates flow is anticipated to initiate from such Wells, and forward looking production\nestimates for the applicable Period of Three Years;"} +{"idx": 65, "level": 4, "span": "(ii) the anticipated characteristics of the production from such Wells\n(including liquids content and gas and liquids composition) and the projected Gas production volumes and production pressures;"} +{"idx": 65, "level": 4, "span": "(iii) the earliest date on which one or more Wells are expected to be fractured, if applicable;"} +{"idx": 65, "level": 4, "span": "(iv) the Receipt Point(s) and Delivery Point(s) (including proposed receipt points and delivery points not yet included in the\napplicable Agreement Addendum) at which Gas produced from such Wells is to be delivered or redelivered to Producer"} +{"idx": 65, "level": 4, "span": "(v) the\nearliest date on which one or more Wells or Separator Facilities, as applicable, are expected to be completed and ready to be placed on-line, which date shall not be earlier than the Target On-line Date;"} +{"idx": 65, "level": 4, "span": "(vi) the number of Planned Wells and Planned Separator Facilities anticipated to\nbe producing after the Period of Three Years and before the end of the Period of Five Years, broken out by an appropriate geographic area, such as a development plan area;"} +{"idx": 65, "level": 4, "span": "(vii) the number of rigs that Producer intends to operate in the Dedication Area each year during the Period of Five Years\n(including sufficient detail regarding the anticipated location of such rigs to allow Gatherer to determine which Individual System would be impacted by such rig activity);"} +{"idx": 65, "level": 4, "span": "(viii) with respect to the Period of Three Years, the anticipated date on which Gatherer may initiate construction or other\ndevelopment activities at the Well or Separator Facility in order to complete the interconnection into the Individual System; and"} +{"idx": 65, "level": 4, "span": "(ix) such other information as may be reasonably requested by Gatherer with respect to Wells and Separator Facilities that\nProducer intends to drill or from which Producer intends to deliver Gas during the Period of Three Years and Period of Five Years."} +{"idx": 65, "level": 3, "span": "(c) System Plan\nBased on the Development Report and such other information about the expected development of the Dedicated Properties\nas shall be provided to Gatherer by or on behalf of Producer, including as a result of meetings between representatives of Gatherer and Producer, Gatherer shall develop and periodically update a plan (the “System Plan”) describing and/or\ndepicting the modifications, extensions, enhancements, major maintenance and/or other actions necessary in order for the Individual System to be able to provide timely Services for the Gas produced by the Wells and Separator Facilities described in\nthe most recent Development Report (including Planned Wells, Planned Separator Facilities and changes in anticipated production from existing Wells and Separator Facilities) (the “Modifications”). If (i) Gatherer elects to make such\nModifications, (ii) Producer thereafter modifies the Development Report or provides other information (the date on which the modified Development Report or such other information is provided to Gatherer, the “Cancellation Date”)\nindicating that such Modifications are no longer necessary, and (iii) as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or committed by Gatherer to make such cancelled Modifications\nexceeds the Threshold Amount, then Producer shall reimburse Gatherer for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or committed by Gatherer through the Cancellation Date to make such Modifications.\nThe System Plan (or, with respect to the allocation procedures described in clause (vi), the applicable writing signed by Gatherer and Producer) shall include information as to:"} +{"idx": 65, "level": 4, "span": "(i) each Facility Segment then existing and operational, under construction, or planned and the Individual System of which such\nFacility Segment is a part;"} +{"idx": 65, "level": 4, "span": "(ii) all Receipt Points and Delivery Points served or to be served by each such\nFacility Segment;"} +{"idx": 65, "level": 4, "span": "(iii) estimated gathering pressures for the 12 Month period beginning on the Target On-Line Date for the applicable Facility Segment and the Target Pressures and the MAOP for each Individual System included in the Development Report;"} +{"idx": 65, "level": 4, "span": "(iv) all compression and other major physical facilities located or to be located on or within each such Facility Segment,\ntogether with their sizes, operating parameters, capacities, and other relevant specifications, which sizes, parameters, capacities and other relevant specifications shall be sufficient to (A) connect the Individual System to the Receipt Points\nand Delivery Points for all Planned Separator Facilities and (with respect to any Planned Wells not intended to be serviced by a Separator Facility) Planned Wells set forth in the most recent Development Report and (B) perform the Services for\nall Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Report;"} +{"idx": 65, "level": 4, "span": "(v) the anticipated schedule for completing the construction and installation of the planned Facility Segments and all planned\nReceipt Points and Delivery Points, in each case, for all Planned Separator Facilities or Planned Wells, as applicable, included in the most recent Development Report;"} +{"idx": 65, "level": 4, "span": "(vi) the allocation methodologies to be used by Gatherer with respect to Flash Gas, Drip Condensate, System L&U, System\nFuel, Other System Fuel and other allocations hereunder and, with respect to any System Plan after the initial System Plan, any proposed changes to the allocation methodologies then in effect (all such allocation methodologies shall comply with\nSection 1.8 of Schedule A); and"} +{"idx": 65, "level": 4, "span": "(vii) other information reasonably requested by Producer that is\nrelevant to the design, construction, and operation of the System, the relevant Individual System, the relevant Facility Segment, and the relevant Receipt Points and Delivery Points; provided that in no event shall Gatherer be obligated to supply to\nProducer (A) pricing, budget or similar financial information or (B) information that is covered by a confidentiality agreement or confidentiality obligations; Gatherer shall deliver the applicable System Plan (including any updated System\nPlan) to Producer for Producer’s review and comment not later than 30 Days after Producer’s delivery to Gatherer of the applicable Development Report or amendment thereto."} +{"idx": 65, "level": 3, "span": "(d) Meetings\nGatherer shall make representatives of Gatherer available to discuss the most recent System Plan from time to time with\nProducer and its representatives at Producer’s request. Producer shall make representatives of Producer available to discuss the most recent Development Report from time to time with Gatherer and its representatives at Gatherer’s request.\nGatherer and its representatives shall have the right to meet not less"} +{"idx": 65, "level": 3, "span": "(e) Scope and Purpose of Planning Tools\nThe Development Report and the System Plan are intended to\nassist Gatherer and Producer with long-term planning and goals. None of the Development Reports nor the System Plans shall amend or modify this Agreement in any way. Gatherer may, in its sole discretion, work with any third party providers of\nGatherer’s services hereunder, to the extent under contract with Gatherer, to prepare and deliver a System Plan jointly with such other entity or entities. To the extent that a Development Report or System Plan that satisfies the requirements\nabove is delivered or deemed delivered under any other Transaction Document, such Development Report or System Plan shall be deemed delivered hereunder."} +{"idx": 65, "level": 3, "span": "(a) Service Standards\nGatherer shall, at its sole cost and expense, design and construct the Individual System in a good and\nworkmanlike manner and in accordance with the System Plan and this Section 3.2. Until such time as Producer has delivered a Development Report, Gatherer shall have no obligation under this Section 3.2(a). In the event that Producer elects to\ndeliver Purchased Dedicated Production into the Individual System, Gatherer and Producer shall mutually agree on the Receipt Point at which Producer shall deliver such Purchased Dedicated Production."} +{"idx": 65, "level": 3, "span": "(b) On-Line Deadline\nSubject to Section 3.4, Gatherer shall by the\nlater of (x) the date that the first Planned Well on a particular Planned Separator Facility (or, with respect to a Planned Well that is not intended to be serviced by a Separator Facility, the date that such Planned Well) is ready for\nconnection to the System and (y) the applicable Target On-Line Date (such later date, as may be extended pursuant to this Section 3.2(b), the\n“On-Line Deadline”), (i) have completed (or caused the completion of) the construction of the necessary facilities, in accordance with the then current System Plan, (A) to connect\nsuch Planned Separator Facility or such Planned Well to the System and (B) to connect the System to each planned Delivery Point for such Planned Separator Facility or such Planned Well, as applicable and (ii) be ready and able to commence\nServices with respect to Dedicated Production from such Planned Separator Facility or Planned Well, as applicable. If and to the extent that Gatherer is delayed in completing any such facilities or providing such services by a Force Majeure event or\nreasons attributable to the acts or omissions of Producer, then the On-Line Deadline applicable thereto shall be extended by a period of time equal to that during which Gatherer was delayed by such event. If\nGatherer anticipates that Gatherer will be unable to meet an On-Line Deadline for causes that are not attributable to Force Majeure or the acts or omissions of Producer, then Gatherer shall deliver a written\nnotice to Producer no later than 30 days before the On-Line Deadline with respect a Planned Well or a Planned Separator Facility stating that Gatherer will be unable to meet the\nOn-Line Deadline for such Planned Well or Planned Separator Facility, and that Gatherer elects to have such Planned Well and related Dedicated Production and any acreage covering such Dedicated Production (and\nthe following shall apply) (x) permanently"} +{"idx": 65, "level": 3, "span": "(c) Additional/Accelerated Wells and Elimination of Wells\nFrom time to time, Producer may provide written notice to Gatherer that\nProducer (i) has accelerated the Target On-Line Date for a Planned Well or Planned Separator Facility, (ii) anticipates the Target On-Line Date for a Planned\nWell or Planned Separator Facility to be earlier than 24 Months following the delivery of the Development Report in which such Planned Well or Planned Separator Facility was initially included or (iii) anticipates drilling a Well or putting\ninto service a Separator Facility that has not been included in a Development Report and that has a Target On-Line Date earlier than 24 Months following the next delivery of a Development Report (any such Well\nor Separator Facility, an “Additional/Accelerated Well”); provided that any Well that is to be serviced by a Separator Facility or a Planned Separator Facility that is not described in the foregoing clauses (i) through\n(iii) shall not constitute an Additional/ Accelerated Well. Gatherer will use its commercially reasonable efforts to modify the System Plan and to cause the necessary gathering facilities to be constructed prior to the On-Line Deadline for such Additional/Accelerated Well; provided that, with respect to Additional/ Accelerated Wells of the type described in clauses (i) and (ii) of the first sentence of this paragraph,\nthere shall be no penalty to Gatherer hereunder unless Gatherer fails to connect such Additional/ Accelerated Well on or prior to the Target On-Line Date set forth in the applicable Development Report (prior\nto the acceleration of such timeline) and, with respect to Additional/ Accelerated Wells of the type described in clause (iii) of the first sentence of this paragraph, there shall be no penalty to Gatherer hereunder unless Gatherer fails to\nconnect such Additional/ Accelerated Well on or prior to 24 Months following receipt of written notice regarding such Additional/ Accelerated Well. From time to time, Producer may provide written notice to Gatherer that Producer (i) has delayed\nthe Target On-Line Date for a Planned Well or Planned Separator Facility, (ii) anticipates eliminating a Planned Well or Planned Separator Facility from its development plans and the Development Report or\n(iii) anticipates shutting in a Well or Separator Facility that has been producing. Producer shall endeavor to ensure that the Development Report does not include any planned or existing Wells or Separator Facilities that Producer has\ndetermined should not be drilled, operated, maintained or put into service. To the extent that Producer has included any such Well or Separator Facility in a Development Report, Producer shall provide Gatherer with information regarding its revised\nassessment of such Well or Separator Facility. Gatherer may adjust the System Plan as it determines to be appropriate and commercially reasonable to accommodate such elimination of Wells and Separator Facilities."} +{"idx": 65, "level": 3, "span": "(d) Cancellation of Planned Wells and Planned Separator Facilities\nIf (i) Gatherer reasonably determines that Producer has\npermanently abandoned the drilling or installation of any Planned Well or Planned Separator Facility or Producer notifies Gatherer that Producer intends to permanently abandon the drilling or installation of any Planned Well or"} +{"idx": 65, "level": 3, "span": "(e) Substation and Interconnection\nFacilities. The obligations of Gatherer hereunder to design and construct the Individual System and to perform the Services do not include the design or construction of any substation or other interconnecting facilities required to procure\nelectricity for the Individual System. If a substation or any other interconnecting facility is required in order for Gatherer to perform its obligations hereunder, Gatherer and Producer shall enter into a separate agreement setting forth each\nParty’s responsibilities in connection therewith, including an allocation of responsibility for all associated costs and expenses."} +{"idx": 65, "level": 3, "span": "(a) If Gatherer fails to complete any facilities described Section 3.2(b) by the On-Line\nDeadline for such facilities and Gatherer elects to temporarily release such the applicable Dedicated Production under Section 3.2(b), then Producer may enter into a contract with a Third Party to provide services with respect to the\nDedicated Production that is anticipated to be serviced by the new facilities if the term of such contract does not exceed three Months (and may be renewed in three-Month increments until such time as Gatherer has completed the applicable\nfacilities). If any such contract is in effect with respect to any Well, Producer will not be obligated to connect such Well to the System until the first Day of the Month following expiration of such contract."} +{"idx": 65, "level": 3, "span": "(b) If at any time, (i) Producer fails to deliver a Development Report on or before the applicable deadline set forth in\nSection 3.1(a), (ii) a Development Report delivered by Producer failed to describe any Well, or (iii) the average rate of production at any Receipt Point described in the then-applicable Development Report exceeds Producer’s\nforecast for such Receipt Point set forth in such Development Report, and as a result, Gatherer has not completed any new, modified, or enhanced facilities necessary to allow Gatherer to accept all of the Gas Tendered by Producer at a Receipt Point,\nthen (x) within a reasonable time after Gatherer becomes aware of the need for such new, modified, or enhanced facilities, Gatherer shall elect, in its sole discretion, whether to proceed with the development and completion of such facilities\nby providing notice to Producer, and (y) if Gatherer elects to proceed with the development and completion of such facilities, (1) Gatherer shall cause such facilities to be completed within a reasonable time after such election, and\n(2) pending the completion of such facilities, Gatherer may elect (in its reasonable discretion and in exchange for reasonable compensation) to permit Producer to enter into a contract with a Third Party as provided in Section 3.3(a) to\nprovide services with respect to the Dedicated Production that Gatherer is unable to accept."} +{"idx": 65, "level": 3, "span": "(a) Producer’s Grant of Easement\nProducer hereby grants to Gatherer, without warranty of title, either express\nor implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, an easement and right of way upon all lands constituting Dedicated Properties for the purpose of installing, using,\nmaintaining, servicing, inspecting, repairing, operating, replacing, disconnecting and removing all or any portion of the applicable Individual System, including all pipelines, meters and other equipment necessary for the performance by Gatherer of\nthis Agreement. If necessary, Producer agrees to use commercially reasonable efforts to assign to Gatherer rights under any Lease to the extent such assignment is necessary to grant such easement and right of way. Any property of Gatherer placed in\nor upon such lands shall remain the property of Gatherer and may be disconnected or removed by Gatherer at any time for any reason. Gatherer shall release, protect, defend, indemnify and hold harmless Producer Group from and against all Losses\narising out of or in connection with Gatherer’s use of or operations on the easement and right-of-way granted under this Section 3.6(a), except to the extent that\nsuch Losses are caused by the gross negligence or willful misconduct of any member of Gatherer Group."} +{"idx": 65, "level": 3, "span": "(b) Producer Does Not Have\nObligation to Maintain. Producer shall not have a duty to maintain in force and effect any underlying agreements (such as any lease, easement, or surface use agreement) that the grants of easements or rights of way by Producer to Gatherer under\nSection 3.6(a) are based upon, and such grants of easements or rights of way will terminate if Producer loses its rights to the applicable property, regardless of the reason for such loss of rights."} +{"idx": 65, "level": 3, "span": "(c) Gatherer Does Not Have Obligation to Maintain\nGatherer shall not have a duty to maintain in force and effect any underlying\nagreements that the grants of easements or rights of way by Gatherer to Producer pursuant to Section 3.6(a) are based upon, and such grants of easements or rights of way will terminate if Gatherer loses its rights to the applicable property,\nregardless of the reason for such loss of rights."} +{"idx": 65, "level": 3, "span": "(d) No Interference\nGatherer’s exercise of the rights granted to Gatherer by\nProducer pursuant to this Section 3.6 shall not unreasonably interfere with Producer’s operations or with the rights of owners in fee with respect to the applicable lands, and such rights will be exercised in material\ncompliance with all applicable Laws and the safety and other reasonable access requirements of Producer."} +{"idx": 65, "level": 2, "span": "ARTICLE 4"} +{"idx": 65, "level": 2, "span": "TENDER, NOMINATION, AND GATHERING OF PRODUCTION\nSection 4.1 Tender of Dedicated Production.\nEach Day during the Term, Producer shall Tender to the Individual System at each applicable Receipt Point all of the Dedicated Production\navailable to Producer at such Receipt Point.\nSection 4.2 Services; Service Standard.\n(a) Services. Subject to the provisions of this Agreement, Gatherer shall (i) provide Services for all Gas that is Tendered by\nProducer to Gatherer at the applicable Receipt Point, (ii) redeliver to Producer or for the benefit of Producer at the relevant Delivery Point (as designated by Producer) such Gas with an equivalent Thermal Content and hydrocarbon constituent\ncomposition as the Gas received at the Receipt Point (as may be increased by any Flash Gas delivered into the System), less the Thermal Content of Drip Condensate, less System L&U allocated to Producer in accordance with this Agreement, less\nsuch Gas consumed as Other System Fuel or System Fuel allocated to Producer in accordance with this Agreement, less such Gas consumed as Process Flare, and (iii) cause the System to be able to flow such Gas at volumes produced into each\nIndividual System, in each case, so long as total crude volumes for the respective Individual System are not greater than the current capacity of the System.\n(b) Services Standard. Gatherer shall own and operate the System and perform the Services in a good and workmanlike manner in\naccordance with standards customary in the industry.\n(c) System for Other Gathering. Producer acknowledges that Gatherer has\nconstructed facilities and may construct additional facilities to accommodate Other Services on the same property as the Individual System (including but not limited to the Crude Oil Gathering System). To the extent required for the efficient\noperation of such facilities together with the Individual System, Gatherer may use Gas to the extent and as further described, including compensation, if any, in Article 5.\nSection 4.3 Nominations, Scheduling, Balancing and Curtailment. Nominations, scheduling, and balancing of Gas available for, and\ninterruptions and curtailment of, Services under this Agreement shall be performed in accordance with the applicable Operating Terms and Conditions set forth in Schedule A.\n- 22 -\nSection 4.4 Suspension/Shutdown of Service.\n(a) Shutdown. During any period when all or any portion of the Individual System is shut down (i) because of maintenance, repairs,\nor Force Majeure, (ii) because such shutdown is necessary to avoid injury or harm to Persons or property, to the environment or to the integrity of all or any portion of the Individual System, or (iii) because providing Services hereunder\nhas become uneconomic as further described in Section 12.2, Gatherer may interrupt or curtail receipts of Producer’s Gas and/or Drip Condensate and the Gas and/or Drip Condensate of other producers as set forth herein.\nIn such cases Gatherer shall have no liability to Producer (subject to Section 4.4(d) and Section 12.2), except to the extent such shutdown is caused by the gross negligence or willful misconduct of Gatherer;\nprovided that Gatherer shall have no liability for any special, indirect, or consequential damages. If Gatherer is required to so interrupt or curtail receipts of Gas and/or Drip Condensate, Gatherer will advise (by telephone, following up by\nwriting, which writing may be in the form of electronic mail) Producer of such interruption or curtailment as soon as practicable or in any event within twenty-four hours after the occurrence of such event.\n(b) Planned Curtailments and Interruptions.\n(i) Gatherer shall have the right to curtail or interrupt receipts and deliveries of Gas and Drip Condensate for brief periods\nto perform necessary maintenance of and repairs or modifications (including modifications required to perform its obligations under this Agreement) to the Individual System; provided, however, that to the extent reasonably practicable, Gatherer\nshall coordinate its maintenance, repair and modification operations with the operations of Producer and, in any case, will use its reasonable efforts to schedule maintenance, repair and modification operations so as to avoid or minimize to the\ngreatest extent possible service curtailments or interruptions.\n(ii) Gatherer shall provide Producer (x) with 10 Days\nprior notice of any upcoming normal and routine maintenance, repair and modification projects that Gatherer has planned that would result in a curtailment or interruption of Producer’s deliveries and the estimated time period for such\ncurtailment or interruption and (y) with six Months prior notice of any maintenance (A) of which Gatherer has knowledge at least six Months in advance and (B) that is anticipated to result in a curtailment or interruption of\nProducer’s deliveries for five or more consecutive Days.\n(c) Other Operations. It is specifically understood by Producer that\noperations and activities on facilities upstream or downstream of the Individual System beyond Gatherer’s control may impact operations on the Individual System, and the Parties agree that Gatherer shall have no liability for any operations or\nactivities upstream or downstream of the Individual System.\n(d) Temporary Release. If at any time Gatherer interrupts or curtails\nreceipts and deliveries of Gas pursuant to this Section 4.4 for a period of 30 consecutive Days, then at\n- 23 -\nProducer’s written request, the affected volumes of Gas shall be temporarily released from dedication to this Agreement commencing as of the date of such request and ending on the date\ndescribed in Section 2.4(b).\nSection 4.5 Marketing and Transportation. As between the Parties, Producer shall be\nsolely responsible, and shall make all necessary arrangements at and downstream of the Delivery Points, for the receipt, further transportation, and marketing of Producer’s owned and Controlled Gas delivered hereunder.\nSection 4.6 No Prior Flow of Gas in Interstate Commerce. Producer represents and warrants that at the time of Tender, none of the\nGas delivered at a Receipt Point hereunder has flowed in interstate commerce."} +{"idx": 65, "level": 3, "span": "(a) Services\nSubject to the provisions of this Agreement, Gatherer shall (i) provide Services for all Gas that is Tendered by\nProducer to Gatherer at the applicable Receipt Point, (ii) redeliver to Producer or for the benefit of Producer at the relevant Delivery Point (as designated by Producer) such Gas with an equivalent Thermal Content and hydrocarbon constituent\ncomposition as the Gas received at the Receipt Point (as may be increased by any Flash Gas delivered into the System), less the Thermal Content of Drip Condensate, less System L&U allocated to Producer in accordance with this Agreement, less\nsuch Gas consumed as Other System Fuel or System Fuel allocated to Producer in accordance with this Agreement, less such Gas consumed as Process Flare, and (iii) cause the System to be able to flow such Gas at volumes produced into each\nIndividual System, in each case, so long as total crude volumes for the respective Individual System are not greater than the current capacity of the System."} +{"idx": 65, "level": 3, "span": "(b) Services Standard\nGatherer shall own and operate the System and perform the Services in a good and workmanlike manner in\naccordance with standards customary in the industry."} +{"idx": 65, "level": 3, "span": "(c) System for Other Gathering\nProducer acknowledges that Gatherer has\nconstructed facilities and may construct additional facilities to accommodate Other Services on the same property as the Individual System (including but not limited to the Crude Oil Gathering System). To the extent required for the efficient\noperation of such facilities together with the Individual System, Gatherer may use Gas to the extent and as further described, including compensation, if any, in Article 5."} +{"idx": 65, "level": 3, "span": "(a) Shutdown\nDuring any period when all or any portion of the Individual System is shut down (i) because of maintenance, repairs,\nor Force Majeure, (ii) because such shutdown is necessary to avoid injury or harm to Persons or property, to the environment or to the integrity of all or any portion of the Individual System, or (iii) because providing Services hereunder\nhas become uneconomic as further described in Section 12.2, Gatherer may interrupt or curtail receipts of Producer’s Gas and/or Drip Condensate and the Gas and/or Drip Condensate of other producers as set forth herein.\nIn such cases Gatherer shall have no liability to Producer (subject to Section 4.4(d) and Section 12.2), except to the extent such shutdown is caused by the gross negligence or willful misconduct of Gatherer;\nprovided that Gatherer shall have no liability for any special, indirect, or consequential damages. If Gatherer is required to so interrupt or curtail receipts of Gas and/or Drip Condensate, Gatherer will advise (by telephone, following up by\nwriting, which writing may be in the form of electronic mail) Producer of such interruption or curtailment as soon as practicable or in any event within twenty-four hours after the occurrence of such event."} +{"idx": 65, "level": 3, "span": "(b) Planned Curtailments and Interruptions."} +{"idx": 65, "level": 4, "span": "(i) Gatherer shall have the right to curtail or interrupt receipts and deliveries of Gas and Drip Condensate for brief periods\nto perform necessary maintenance of and repairs or modifications (including modifications required to perform its obligations under this Agreement) to the Individual System; provided, however, that to the extent reasonably practicable, Gatherer\nshall coordinate its maintenance, repair and modification operations with the operations of Producer and, in any case, will use its reasonable efforts to schedule maintenance, repair and modification operations so as to avoid or minimize to the\ngreatest extent possible service curtailments or interruptions."} +{"idx": 65, "level": 4, "span": "(ii) Gatherer shall provide Producer (x) with 10 Days\nprior notice of any upcoming normal and routine maintenance, repair and modification projects that Gatherer has planned that would result in a curtailment or interruption of Producer’s deliveries and the estimated time period for such\ncurtailment or interruption and (y) with six Months prior notice of any maintenance (A) of which Gatherer has knowledge at least six Months in advance and (B) that is anticipated to result in a curtailment or interruption of\nProducer’s deliveries for five or more consecutive Days."} +{"idx": 65, "level": 3, "span": "(c) Other Operations\nIt is specifically understood by Producer that\noperations and activities on facilities upstream or downstream of the Individual System beyond Gatherer’s control may impact operations on the Individual System, and the Parties agree that Gatherer shall have no liability for any operations or\nactivities upstream or downstream of the Individual System."} +{"idx": 65, "level": 3, "span": "(d) Temporary Release\nIf at any time Gatherer interrupts or curtails\nreceipts and deliveries of Gas pursuant to this Section 4.4 for a period of 30 consecutive Days, then at"} +{"idx": 65, "level": 2, "span": "ARTICLE 5"} +{"idx": 65, "level": 2, "span": "FEES\nSection 5.1\nFees. Producer shall pay Gatherer each Month in accordance with the terms of this Agreement, for all Services provided by Gatherer with respect to Dedicated Production received by Gatherer from Producer or for Producer’s account during\nsuch Month, an amount, for each Individual System, equal to the sum of (i) the product of (x) the aggregate quantity of such Gas, stated in MMBtu, received by Gatherer from Producer or for Producer’s account at the applicable Receipt\nPoints for such Gas within the applicable Individual System during such Month multiplied by (y) the applicable Individual Fee, plus (ii) an amount equal to Producer’s allocated portion of the actual costs incurred by Gatherer for\nelectricity required to provide Services, such allocation to be based upon the aggregate quantities of Gas received by Gatherer.\nSection 5.2 Fee Adjustments \n(a) Redetermination.\n(i) Redetermination Proposal. Between November 1 and December 31 of any Year, Gatherer may prepare and deliver\nto Producer for its review and comment a written proposal (each, a “Redetermination Proposal”) to redetermine each Individual Fee in accordance with this Section 5.2(a). Each Redetermination Proposal shall include relevant\nsupporting documentation based upon the latest updated Development Report and System Plan and shall take into account future items including projected production volumes, operating revenue projections, and budgeted amounts for capital expenditures\nand all estimated operating expenses that Gatherer believes will be necessary to provide the applicable Services as contemplated by the latest updated Development Report and System Plan; provided that a redetermined Individual Fee as agreed to by\nthe Parties (a “Redetermined Individual Fee”) shall not recoup the difference between (A) estimated operating expenses or revenues and (B) actual operating expenses or revenues for periods prior to the effective date of\nsuch Redetermined Individual Fee. The Parties may agree to redetermine a particular Individual Fee without obligation to agree to redetermine any other Individual Fee.\n- 24 -\n(ii) Subsequent Redetermination Timing. Any Redetermined Individual Fee\nagreed to by the Parties on or prior to the last Business Day of February of the applicable Adjustment Year (“Redetermination Deadline”) shall become effective as of the first Day of the Month following the Month in which agreement\nhas been reached. If the Parties fail to agree upon a redetermination of any Individual Fee set forth in the applicable Redetermination Proposal on or prior to the Redetermination Deadline, such Individual Fee shall remain in effect without\nredetermination pursuant to this Section 5.2(a). For purposes of this Section 5.2(a)(ii), the Year during which a Redetermination Proposal is delivered is herein the “Delivery Year” and the immediately subsequent Year\nis herein the “Adjustment Year”.\n(b) Annual Escalation. Effective as of January 1 of each Year, the\nIndividual Fee will be increased by multiplying the then-applicable Individual Fee by the Escalation Percentage (herein, the “Increase in Fee”) and adding the then-applicable Individual Fee to the Increase in Fee. Such annual\nincrease to the Individual Fee shall become effective on January 1 of the applicable Year, even if such Individual Fee was redetermined pursuant to Section 5.2(a), with an effective date during the same Year.\n(c) Target Pressures. Gatherer shall use its commercially reasonable efforts to maintain the Daily arithmetic average operating\npressure of the system pressures at the Target Pressure.\n(d) Other Fee Adjustments. The amount invoiced by Gatherer hereunder may\nbe adjusted to reflect other adjustments expressly set forth in this Agreement, including pursuant to Section 6.2 and Section 12.1.\n(e) Reinjection Volumes and Buy-Back. Pursuant to Producer’s reservations under Section\n2.3(b), Gatherer shall ensure that the volumes measured at the applicable Receipt Point shall not include the volumes used by or returned to Producer for use in connection with Producer’s lease operations (including, but not limited to,\nProducer’s reservoir pressure maintenance operations) and water treatment facility operations. Gas volumes used for lease operations and water treatment facility operations shall be deducted from the measured Receipt Point volumes. It is the\nexpress intent of the Parties that Producer shall not pay the Individual Fee on gas used for lease and water treatment facility operations more than once, even if some portion of the gas reserved for such operations passes through the applicable\nIndividual System more than once, whether as a result of reinjection, recycling, buy back or other similar operation.\nSection 5.3\nTreatment of Byproducts, L&U, Fuel and Related Matters. The Producer and Gatherer acknowledge that the fees chargeable by Gatherer pursuant to Section 5.1, as adjusted pursuant to\nSection 5.2, appropriately compensate Gatherer for Services and no separate fee shall be chargeable by Gatherer and no refund or reduction in the fee shall be chargeable by Producer for the hydrocarbons or services\ndescribed in this Section 5.3. The Producer and Gatherer acknowledge that the Transaction Documents among Producer and Gatherer are intended to be treated as a suite of documents. As such, pursuant to Article 9, the\nProducer may receive one invoice from Gatherer that details the amounts owed under this Agreement and each other Transaction Document to which Gatherer is a Party. In addition, Gatherer shall have no responsibility to allocate back Drip Condensate,\nFlash Gas, System L&U, System Fuel or Other\n- 25 -\nSystem Fuel to any particular Receipt Point, except as otherwise expressly stated in Section 1.8 of Schedule A. However, Gatherer shall prepare a Monthly Loss/ Gain Report that\ndetails the quantities of each of the following on a Monthly basis and shall deliver such Monthly Loss/ Gain Report as specified in Section 9.1(d).\n(a) Drip Condensate. Gatherer shall own, retain, and have the sole right to the proceeds from any sale of Drip Condensate collected in\nthe System, and Gatherer shall not pay Producer the proceeds from any such sale.. The Monthly Loss/ Gain Report shall include a statement of the Drip Condensate recovered by Gatherer.\n(b) Flash Gas. Gatherer shall deliver to Producer, each Month, all Flash Gas allocated to Producer or for Producer’s account by\ndelivering such Flash Gas into the System. The Parties acknowledge that there is no separate fee chargeable by Gatherer hereunder for Services with respect to Flash Gas and that the fees chargeable by Gatherer hereunder for Gas sufficiently\ncompensate Gatherer for Services with respect to Flash Gas. The Parties further acknowledge that (i) the Flash Gas is a byproduct of the Crude Oil gathered by Gatherer (which is among the services described hereunder as Other Services), (ii) at\nall times during the Term, Producer and Gatherer shall be party to both this Agreement and another Transaction Document that covers Crude Oil and (iii) the Producer shall not owe any amount under any other Transaction Document to which Gatherer\nis a Party as a result of the Flash Gas being delivered into the System. The Monthly Loss/ Gain Report shall include a statement of the Flash Gas recovered by Gatherer and returned to Producer, as measured in the Measuring Device at the point where\nFlash Gas is received into the System.\n(c) System L&U. No adjustment to the Services Fee will be made for System L&U.\n(i) Gatherer will perform a Monthly material balance for each Individual System based on comparison of Gas delivered to the Gas\nreceived into the applicable Individual System at Receipt Points (or, with respect to Flash Gas, such other receipt points).\n(ii) If, during any Month, System L&U on an Individual System exceeds 2.00% of either energy or volumes of Producer’s\nowned or Controlled Gas delivered to the Individual System in such Month, then Gatherer will, for the respective Individual System, obtain updated test data from the Receipt Points in the applicable Individual System and conduct a field-wide (on an\nIndividual System basis) meter inspection and calibration followed by an updated balance. If Gatherer determines that a repair to the Individual System is needed to reduce the System L&U below 2.00%, Gatherer shall undertake such repairs in a\ncommercially reasonable manner and as soon after making such determination as is commercially reasonable.\n(iii) Gatherer\nshall provide Producer with prior notice of, and reasonable access to observe, any such field-wide meter balance.\n(iv) The\nMonthly Loss/ Gain Report shall include a statement of the System L&U.\n- 26 -\n(d) System Fuel and Other System Fuel. Gatherer shall account for the actual fuel used by\nGatherer in the operation of the Individual System, and such accounting shall detail whether such fuel is System Fuel or Other System Fuel (and, if Other System Fuel, whether for the account of Crude Oil, water or other product). The Parties\nacknowledge that the Producer shall not be reimbursed for System Fuel or Other System Fuel; provided that if during any Month, the Producer does not deliver to Gatherer Crude Oil under any Transaction Document to which Gatherer is a Party, then\nGatherer shall calculate the value of the Other System Fuel used during the applicable Month based on the price of Gas received by Producer during such Month and such amount shall appear as a reduction in the Fees within 90 days of the end of the\napplicable Month. The Monthly Loss/ Gain Report shall include a statement of the System Fuel and the Other System Fuel."} +{"idx": 65, "level": 3, "span": "(a) Redetermination."} +{"idx": 65, "level": 4, "span": "(i) Redetermination Proposal\nBetween November 1 and December 31 of any Year, Gatherer may prepare and deliver\nto Producer for its review and comment a written proposal (each, a “Redetermination Proposal”) to redetermine each Individual Fee in accordance with this Section 5.2(a). Each Redetermination Proposal shall include relevant\nsupporting documentation based upon the latest updated Development Report and System Plan and shall take into account future items including projected production volumes, operating revenue projections, and budgeted amounts for capital expenditures\nand all estimated operating expenses that Gatherer believes will be necessary to provide the applicable Services as contemplated by the latest updated Development Report and System Plan; provided that a redetermined Individual Fee as agreed to by\nthe Parties (a “Redetermined Individual Fee”) shall not recoup the difference between (A) estimated operating expenses or revenues and (B) actual operating expenses or revenues for periods prior to the effective date of\nsuch Redetermined Individual Fee. The Parties may agree to redetermine a particular Individual Fee without obligation to agree to redetermine any other Individual Fee."} +{"idx": 65, "level": 4, "span": "(ii) Subsequent Redetermination Timing\nAny Redetermined Individual Fee\nagreed to by the Parties on or prior to the last Business Day of February of the applicable Adjustment Year (“Redetermination Deadline”) shall become effective as of the first Day of the Month following the Month in which agreement\nhas been reached. If the Parties fail to agree upon a redetermination of any Individual Fee set forth in the applicable Redetermination Proposal on or prior to the Redetermination Deadline, such Individual Fee shall remain in effect without\nredetermination pursuant to this Section 5.2(a). For purposes of this Section 5.2(a)(ii), the Year during which a Redetermination Proposal is delivered is herein the “Delivery Year” and the immediately subsequent Year\nis herein the “Adjustment Year”."} +{"idx": 65, "level": 3, "span": "(b) Annual Escalation\nEffective as of January 1 of each Year, the\nIndividual Fee will be increased by multiplying the then-applicable Individual Fee by the Escalation Percentage (herein, the “Increase in Fee”) and adding the then-applicable Individual Fee to the Increase in Fee. Such annual\nincrease to the Individual Fee shall become effective on January 1 of the applicable Year, even if such Individual Fee was redetermined pursuant to Section 5.2(a), with an effective date during the same Year."} +{"idx": 65, "level": 3, "span": "(c) Target Pressures\nGatherer shall use its commercially reasonable efforts to maintain the Daily arithmetic average operating\npressure of the system pressures at the Target Pressure."} +{"idx": 65, "level": 3, "span": "(d) Other Fee Adjustments\nThe amount invoiced by Gatherer hereunder may\nbe adjusted to reflect other adjustments expressly set forth in this Agreement, including pursuant to Section 6.2 and Section 12.1."} +{"idx": 65, "level": 3, "span": "(e) Reinjection Volumes and Buy-Back\nPursuant to Producer’s reservations under Section\n2.3(b), Gatherer shall ensure that the volumes measured at the applicable Receipt Point shall not include the volumes used by or returned to Producer for use in connection with Producer’s lease operations (including, but not limited to,\nProducer’s reservoir pressure maintenance operations) and water treatment facility operations. Gas volumes used for lease operations and water treatment facility operations shall be deducted from the measured Receipt Point volumes. It is the\nexpress intent of the Parties that Producer shall not pay the Individual Fee on gas used for lease and water treatment facility operations more than once, even if some portion of the gas reserved for such operations passes through the applicable\nIndividual System more than once, whether as a result of reinjection, recycling, buy back or other similar operation."} +{"idx": 65, "level": 3, "span": "(a) Drip Condensate\nGatherer shall own, retain, and have the sole right to the proceeds from any sale of Drip Condensate collected in\nthe System, and Gatherer shall not pay Producer the proceeds from any such sale.. The Monthly Loss/ Gain Report shall include a statement of the Drip Condensate recovered by Gatherer."} +{"idx": 65, "level": 3, "span": "(b) Flash Gas\nGatherer shall deliver to Producer, each Month, all Flash Gas allocated to Producer or for Producer’s account by\ndelivering such Flash Gas into the System. The Parties acknowledge that there is no separate fee chargeable by Gatherer hereunder for Services with respect to Flash Gas and that the fees chargeable by Gatherer hereunder for Gas sufficiently\ncompensate Gatherer for Services with respect to Flash Gas. The Parties further acknowledge that (i) the Flash Gas is a byproduct of the Crude Oil gathered by Gatherer (which is among the services described hereunder as Other Services), (ii) at\nall times during the Term, Producer and Gatherer shall be party to both this Agreement and another Transaction Document that covers Crude Oil and (iii) the Producer shall not owe any amount under any other Transaction Document to which Gatherer\nis a Party as a result of the Flash Gas being delivered into the System. The Monthly Loss/ Gain Report shall include a statement of the Flash Gas recovered by Gatherer and returned to Producer, as measured in the Measuring Device at the point where\nFlash Gas is received into the System."} +{"idx": 65, "level": 3, "span": "(c) System L&U\nNo adjustment to the Services Fee will be made for System L&U."} +{"idx": 65, "level": 4, "span": "(i) Gatherer will perform a Monthly material balance for each Individual System based on comparison of Gas delivered to the Gas\nreceived into the applicable Individual System at Receipt Points (or, with respect to Flash Gas, such other receipt points)."} +{"idx": 65, "level": 4, "span": "(ii) If, during any Month, System L&U on an Individual System exceeds 2.00% of either energy or volumes of Producer’s\nowned or Controlled Gas delivered to the Individual System in such Month, then Gatherer will, for the respective Individual System, obtain updated test data from the Receipt Points in the applicable Individual System and conduct a field-wide (on an\nIndividual System basis) meter inspection and calibration followed by an updated balance. If Gatherer determines that a repair to the Individual System is needed to reduce the System L&U below 2.00%, Gatherer shall undertake such repairs in a\ncommercially reasonable manner and as soon after making such determination as is commercially reasonable."} +{"idx": 65, "level": 4, "span": "(iii) Gatherer\nshall provide Producer with prior notice of, and reasonable access to observe, any such field-wide meter balance."} +{"idx": 65, "level": 4, "span": "(iv) The\nMonthly Loss/ Gain Report shall include a statement of the System L&U."} +{"idx": 65, "level": 3, "span": "(d) System Fuel and Other System Fuel\nGatherer shall account for the actual fuel used by\nGatherer in the operation of the Individual System, and such accounting shall detail whether such fuel is System Fuel or Other System Fuel (and, if Other System Fuel, whether for the account of Crude Oil, water or other product). The Parties\nacknowledge that the Producer shall not be reimbursed for System Fuel or Other System Fuel; provided that if during any Month, the Producer does not deliver to Gatherer Crude Oil under any Transaction Document to which Gatherer is a Party, then\nGatherer shall calculate the value of the Other System Fuel used during the applicable Month based on the price of Gas received by Producer during such Month and such amount shall appear as a reduction in the Fees within 90 days of the end of the\napplicable Month. The Monthly Loss/ Gain Report shall include a statement of the System Fuel and the Other System Fuel."} +{"idx": 65, "level": 2, "span": "ARTICLE 6"} +{"idx": 65, "level": 2, "span": "QUALITY AND PRESSURE SPECIFICATIONS\nSection 6.1 Quality Specifications.\n(a) Subject to Section 6.2 below, all Gas delivered at the Receipt Points by Producer to Gatherer shall meet the\nquality specifications set forth in Section 1.1 of Schedule A, except, with respect to any Individual System for which different quality specifications are set forth in the applicable Agreement Addendum, such\nspecifications that are set out in the applicable Agreement Addendum shall control. If Producer’s Gas delivered to the Receipt Points complies with such quality specifications or, after blending in accordance with the second sentence of\nSection 6.2, otherwise complies such specifications, then all Gas redelivered at the Delivery Points by Gatherer to Producer shall meet the quality specifications applicable at the relevant Delivery Points. Subject\nto Section 6.1(b), Gatherer may commingle Gas received into the Individual System may be commingled with other Gas shipments and, subject to Gatherer’s obligation to redeliver to Producer at the Delivery Points Gas that satisfies the\napplicable quality specifications of the Delivery Points, (i) such Gas shall be subject to such changes in quality, composition and other characteristics as may result from such commingling, (ii) Gatherer shall have no other obligation to\nProducer associated with changes in quality of Gas as the result of such commingling and (iii) Gatherer shall have the right to change the quality specifications to comply with any changes in the Downstream Facility specifications.\n(b) Gatherer shall establish a quality bank with respect to Gas transported within the same common stream. Such quality bank shall initially\napply only to the API gravity of Gas transported within the same common stream. Gatherer shall have the right to expand such quality bank to also apply to the sulphur content of Gas transported within the same common stream. All shippers shall be\nrequired to participate in the quality bank. The quality bank (i) shall be administered by an entity to be designated by Gatherer, which may be Gatherer, (“Administrator”), and such Administrator shall calculate, collect, and\nremit monetary adjustments among all shippers tendering within the common streams from changes in specified constituents (i.e., API gravity and/or sulphur, as applicable) for which such quality bank is established and which result from common stream\noperations, and (ii) each shipper shall pay the Administrator the computed quality adjustments due from such shipper in accordance with the quality bank policy.\n- 27 -\nSection 6.2 Failure to Meet Specifications. If any Gas Tendered by Producer to the\nIndividual System fails at any time to conform to the applicable specifications, then Gatherer will have the right to immediately discontinue receipt of such non-conforming Gas and shall notify Producer of the\nspecifications violation within twenty-four (24) hours. Gatherer agrees to use commercially reasonable efforts to blend and commingle such non-conforming Gas with other Gas in the Individual System so\nthat it meets the applicable specifications. Gatherer may charge Producer a reasonable fee to compensate Gatherer for its use of commercially reasonable efforts to cause such Gas Tendered by Producer to conform to the applicable specifications.\nProducer will promptly undertake commercially reasonable measures to eliminate the cause of such non-conformance and will indemnify, defend, and hold harmless Gatherer from and against all Losses suffered or\nincurred by Gatherer as a result of, arising out of, or caused by the delivery of non-conforming Gas by Producer with respect to which Producer does not notify Gatherer of such\nnon-conformance before Tendering such Gas to Gatherer.\nSection 6.3 Pressure. Producer\nshall Tender or cause to be Tendered Gas to each applicable Receipt Point at sufficient pressure to enter the applicable Individual System, but not in excess of the MAOP set forth in the design documents for the applicable Individual System as shown\nin the applicable Agreement Addendum (which such maximum operating pressure shall be sufficient to permit such Gas to enter the Individual System and the Downstream Facilities but not higher than the MAOP of the Downstream Facilities). Producer\nshall have the obligation to ensure that Gas is prevented from entering the System at pressures in excess of such MAOP, and Gatherer shall have the right to restrict or relieve the flow of Gas into the System to protect the System from over\npressuring. Gatherer shall install, own, operate and maintain compression facilities sufficient to deliver Producer’s owned and Controlled Gas into the applicable Delivery Points. Redeliveries of Gas by Gatherer to or for the account of\nProducer at the applicable Delivery Points shall be at such pressures as may exist from time to time in the System at the applicable Delivery Point. Gatherer’s obligation to redeliver Gas to a given Delivery Point shall be subject to the\noperational limitations of the Downstream Facilities receiving such Gas, including the Downstream Facility’s capacity, Gas measurement capability, operating pressures and any operational balancing agreements as may be applicable."} +{"idx": 65, "level": 3, "span": "(a) Subject to Section 6.2 below, all Gas delivered at the Receipt Points by Producer to Gatherer shall meet the\nquality specifications set forth in Section 1.1 of Schedule A, except, with respect to any Individual System for which different quality specifications are set forth in the applicable Agreement Addendum, such\nspecifications that are set out in the applicable Agreement Addendum shall control. If Producer’s Gas delivered to the Receipt Points complies with such quality specifications or, after blending in accordance with the second sentence of\nSection 6.2, otherwise complies such specifications, then all Gas redelivered at the Delivery Points by Gatherer to Producer shall meet the quality specifications applicable at the relevant Delivery Points. Subject\nto Section 6.1(b), Gatherer may commingle Gas received into the Individual System may be commingled with other Gas shipments and, subject to Gatherer’s obligation to redeliver to Producer at the Delivery Points Gas that satisfies the\napplicable quality specifications of the Delivery Points, (i) such Gas shall be subject to such changes in quality, composition and other characteristics as may result from such commingling, (ii) Gatherer shall have no other obligation to\nProducer associated with changes in quality of Gas as the result of such commingling and (iii) Gatherer shall have the right to change the quality specifications to comply with any changes in the Downstream Facility specifications."} +{"idx": 65, "level": 3, "span": "(b) Gatherer shall establish a quality bank with respect to Gas transported within the same common stream\nSuch quality bank shall initially\napply only to the API gravity of Gas transported within the same common stream. Gatherer shall have the right to expand such quality bank to also apply to the sulphur content of Gas transported within the same common stream. All shippers shall be\nrequired to participate in the quality bank. The quality bank (i) shall be administered by an entity to be designated by Gatherer, which may be Gatherer, (“Administrator”), and such Administrator shall calculate, collect, and\nremit monetary adjustments among all shippers tendering within the common streams from changes in specified constituents (i.e., API gravity and/or sulphur, as applicable) for which such quality bank is established and which result from common stream\noperations, and (ii) each shipper shall pay the Administrator the computed quality adjustments due from such shipper in accordance with the quality bank policy."} +{"idx": 65, "level": 2, "span": "ARTICLE 7"} +{"idx": 65, "level": 2, "span": "TERM\nSection 7.1 Term. This Agreement shall commence on the Effective Date, and this Agreement shall remain in effect until\nthe 10th anniversary of the Effective Date (the “Initial Term”) and thereafter on a Year to Year basis until terminated by Gatherer or Producer effective upon the expiration of the Initial Term or the expiration of any Year\nthereafter upon written notice no less than 90 Days prior to the expiration of the Initial Term or the expiration of any Year thereafter (such period of time, the “Term”).\nSection 7.2 Effect of Termination or Expiration of the Term. Upon the termination of the Term, this Agreement shall forthwith\nbecome void and the Parties shall have no liability or obligation under this Agreement, except that (a) the termination of this Agreement shall not relieve any Party from any expense, liability or other obligation or remedy therefor that has\naccrued or attached prior to the date of such termination, (b) the provisions of Section 6.2, this\n- 28 -"} +{"idx": 65, "level": 2, "span": "Section 7.2, Section 8.1, Article 14 and Section 16.1 through Section 16.10 shall\nsurvive such termination and remain in full force and effect indefinitely, and (c) Section 9.4 and Section 16.11\n shall survive such termination and remain in full force and effect for the period of time\nspecified in such Sections. "} +{"idx": 65, "level": 2, "span": "ARTICLE 8"} +{"idx": 65, "level": 2, "span": "TITLE AND CUSTODY\nSection 8.1 Title. A nomination of Gas by Producer shall be deemed a warranty of title to such Gas by Producer or a warranty that\nProducer Controls the Gas and has the right to deliver such Gas for gathering under this Agreement, as applicable. Title to Gas shall not transfer to Gatherer by reason of Gatherer’s performance of the Services. By nominating Gas, Producer also\nagrees to indemnify, defend, and hold Gatherer harmless from any and all Losses resulting from any claims by a Third Party of title or rights to such Gas. If any claim is made challenging Producer’s right to deliver such Gas to Gatherer, then\nGatherer shall have the right to suspend receipt of deliveries of such Gas hereunder until such claim is finally resolved to the reasonable satisfaction of Gatherer.\nSection 8.2 Custody. From and after Producer’s delivery of Gas to Gatherer at the Receipt Point(s), and, until\nGatherer’s redelivery of such Gas to or for Producer’s account at the applicable Delivery Point(s), as between the Parties, Gatherer shall have custody and control of, and be responsible for, such Gas. In all other circumstances, as\nbetween the Parties, Producer shall be deemed to have custody and control of, and be responsible for, such Gas."} +{"idx": 65, "level": 2, "span": "ARTICLE 9"} +{"idx": 65, "level": 2, "span": "BILLING AND PAYMENT\nSection 9.1 Statements.\n(a) Ordinary Course. Gatherer shall submit invoices to Producer on or before the 25th Day after the end of a Month (the\n“Invoice Month”). Each invoice shall be accompanied by supporting information for all amounts charged by such invoice. All amounts owed for Services provided during an Invoice Month shall be reflected on the applicable invoice for\nsuch Invoice Month; provided that to the extent any amount appearing on an invoice is in respect of an amount paid by Gatherer to a Third Party (collectively, the “Reimbursed Amount”) or the calculation of such amount is contingent\non information provided by a Third Party (collectively, the “Conditional Amount”), such Reimbursed Amount and Conditional Amount shall be reflected on an invoice within 90 Days after the end of the Month in which such Reimbursed\nAmount was paid by Gatherer.\n(b) Other. If actual measurements of volumes of Dedicated Production are not available by the date\nstated in Section 9.1(a), then the invoice submitted by the date stated in Section 9.1(a), may be prepared and submitted based on Gatherer’s good faith estimate of the volumes of Dedicated Production received in the applicable\nInvoice Month. If Gatherer submits an invoice\n- 29 -\nbased on estimated volumes, Gatherer shall prepare and submit to Producer an invoice based on actual measurements on or before the close of business of the 40th Day after the applicable Invoice\nMonth, together with a reconciliation to the invoice submitted based on Gatherer’s estimate.\n(c) Detail. Gatherer’s\ninvoices and supporting information shall include information reasonably sufficient to explain and support any estimates and charges reflected therein, the reconciliation of any estimates made in a prior Month to the actual measurements for such\nMonth, and any adjustments to prior period volumes and quantities.\n(d) Monthly Loss/ Gain Report. Gatherer shall deliver to\nProducer, on or before the close of business of the 40th Day after the applicable Invoice Month a Monthly Loss/ Gain Report, which shall set forth the volumes specified in Section 5.3 and in Schedule A. If Gatherer elects,\nit may deliver such Monthly Loss/ Gain Report concurrently with the applicable invoice.\n(e) One Invoice; Netting. To the extent\nthat Gatherer and Producer are party to this Agreement and one or more other Transaction Documents, one invoice may be delivered in respect of all amounts owing under such Transaction Documents. The Parties shall net all undisputed amounts due and\nowing or past due and owing arising under the Transaction Documents to which Producer and Gatherer are parties such that the Party owing the greater amount shall make a single payment of the net amount to the other Party. To the extent possible, all\nfee adjustments set forth in Article 5 shall be accomplished by setoff or netting.\nSection 9.2 Payments.\n(a) Unless otherwise agreed by the Parties, all invoices under this Agreement shall be due and payable in accordance with each invoice’s\ninstructions on or before the later of the 30th Day of each Month and the 10th Day after receipt of the invoice or, if such Day is not a Business Day, then on the next Business Day. All payments by Producer under this Agreement shall be made by\nelectronic funds transfer to the account designated by Gatherer. Any amounts not paid by the due date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the due date but\nexcluding the date the delinquent amount is paid in full.\n(b) If Producer, in good faith, disputes the amount of any invoice of Gatherer,\nProducer will pay Gatherer such amount, if any, that is not in dispute and shall provide Gatherer notice, no later than 30 Days after the date that payment of such invoice would be due under Section 9.2(a), of the disputed amount accompanied\nby reasonable documentation to support Producer’s dispute. If Producer fails to provide notice of dispute within such 30-Day period, then Producer shall be deemed to have waived its right to dispute the\napplicable invoice, except for a dispute following an audit conducted in accordance with Section 9.4. Following Gatherer’s receipt of such dispute notice, Producer and Gatherer shall endeavor in good faith to resolve\nsuch dispute, and if the Parties are unable to resolve such dispute within a reasonable time, such dispute may be resolved in accordance with Section 16.6 of this Agreement. Upon resolution of the dispute, any required\npayment shall be made within 15 Days after such resolution, and such amount shall be paid along with interest accrued at the Interest Rate from and including the due date but excluding the date paid.\n- 30 -\nSection 9.3 Adequate Assurances. If (a) Producer fails to pay according to the\nprovisions hereof and such failure continues for a period of 5 Business Days after written notice of such failure is provided to Producer or (b) Gatherer has reasonable grounds for insecurity regarding the performance by Producer of any\nobligation under this Agreement, then Gatherer, by notice to Producer, may, singularly or in combination with any other rights it may have, demand Adequate Assurance of Performance from Producer. “Adequate Assurance of Performance”\nmeans, at the option of Producer, any of the following, (x) advance payment in cash by Producer to Gatherer for Services to be provided under this Agreement in the following Month or (y) delivery to Gatherer by Producer of an irrevocable\nstandby letter of credit or a performance bond, in form and substance reasonably acceptable to Gatherer, issued by a Credit-Worthy Person, in an amount equal to not less than the aggregate proceeds due from Producer under\nSection 9.1 for the prior 2-Month period. Promptly following the termination of the condition giving rise to Gatherer’s reasonable grounds for insecurity or payment in full of\namounts outstanding, as applicable, Gatherer shall release to Producer the cash, letter of credit, bond or other assurance provided by Producer (including any accumulated interest, if applicable, and less any amounts actually applied to cover\nProducer’s obligations hereunder).\nSection 9.4 Audit. Each Party has the right, at its sole expense and during normal\nworking hours, to examine the records of the other Party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made pursuant to the provisions of the Transaction Documents. The scope of such examination\nwill be limited to the 24 Months preceding the date such notice of audit, statement, charge or computation was presented. No Party may conduct more than one audit (taking all Transaction Documents to which Producer is a party together) of the other\nParty during any Year (except that, if a Party is in default hereunder, additional audits may be conducted during the continuance of such default). If any such examination reveals any inaccuracy in any statement or charge, the necessary adjustments\nin such statement or charge and the payments necessitated thereby shall be made within 60 Days of resolution of the inaccuracy. This provision of this Agreement will survive any termination of this Agreement for the later of (a) a period of 24\nMonths from the end of the Year in which the date of such termination occurred or (b) until a dispute initiated within the 24 Month period is finally resolved, in each case for the purpose of such statement and payment objections."} +{"idx": 65, "level": 3, "span": "(a) Ordinary Course\nGatherer shall submit invoices to Producer on or before the 25th Day after the end of a Month (the\n“Invoice Month”). Each invoice shall be accompanied by supporting information for all amounts charged by such invoice. All amounts owed for Services provided during an Invoice Month shall be reflected on the applicable invoice for\nsuch Invoice Month; provided that to the extent any amount appearing on an invoice is in respect of an amount paid by Gatherer to a Third Party (collectively, the “Reimbursed Amount”) or the calculation of such amount is contingent\non information provided by a Third Party (collectively, the “Conditional Amount”), such Reimbursed Amount and Conditional Amount shall be reflected on an invoice within 90 Days after the end of the Month in which such Reimbursed\nAmount was paid by Gatherer."} +{"idx": 65, "level": 3, "span": "(b) Other\nIf actual measurements of volumes of Dedicated Production are not available by the date\nstated in Section 9.1(a), then the invoice submitted by the date stated in Section 9.1(a), may be prepared and submitted based on Gatherer’s good faith estimate of the volumes of Dedicated Production received in the applicable\nInvoice Month. If Gatherer submits an invoice"} +{"idx": 65, "level": 3, "span": "(c) Detail\nGatherer’s\ninvoices and supporting information shall include information reasonably sufficient to explain and support any estimates and charges reflected therein, the reconciliation of any estimates made in a prior Month to the actual measurements for such\nMonth, and any adjustments to prior period volumes and quantities."} +{"idx": 65, "level": 3, "span": "(d) Monthly Loss/ Gain Report\nGatherer shall deliver to\nProducer, on or before the close of business of the 40th Day after the applicable Invoice Month a Monthly Loss/ Gain Report, which shall set forth the volumes specified in Section 5.3 and in Schedule A. If Gatherer elects,\nit may deliver such Monthly Loss/ Gain Report concurrently with the applicable invoice."} +{"idx": 65, "level": 3, "span": "(e) One Invoice; Netting\nTo the extent\nthat Gatherer and Producer are party to this Agreement and one or more other Transaction Documents, one invoice may be delivered in respect of all amounts owing under such Transaction Documents. The Parties shall net all undisputed amounts due and\nowing or past due and owing arising under the Transaction Documents to which Producer and Gatherer are parties such that the Party owing the greater amount shall make a single payment of the net amount to the other Party. To the extent possible, all\nfee adjustments set forth in Article 5 shall be accomplished by setoff or netting."} +{"idx": 65, "level": 3, "span": "(a) Unless otherwise agreed by the Parties, all invoices under this Agreement shall be due and payable in accordance with each invoice’s\ninstructions on or before the later of the 30th Day of each Month and the 10th Day after receipt of the invoice or, if such Day is not a Business Day, then on the next Business Day. All payments by Producer under this Agreement shall be made by\nelectronic funds transfer to the account designated by Gatherer. Any amounts not paid by the due date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the due date but\nexcluding the date the delinquent amount is paid in full."} +{"idx": 65, "level": 3, "span": "(b) If Producer, in good faith, disputes the amount of any invoice of Gatherer,\nProducer will pay Gatherer such amount, if any, that is not in dispute and shall provide Gatherer notice, no later than 30 Days after the date that payment of such invoice would be due under Section 9.2(a), of the disputed amount accompanied\nby reasonable documentation to support Producer’s dispute. If Producer fails to provide notice of dispute within such 30-Day period, then Producer shall be deemed to have waived its right to dispute the\napplicable invoice, except for a dispute following an audit conducted in accordance with Section 9.4. Following Gatherer’s receipt of such dispute notice, Producer and Gatherer shall endeavor in good faith to resolve\nsuch dispute, and if the Parties are unable to resolve such dispute within a reasonable time, such dispute may be resolved in accordance with Section 16.6 of this Agreement. Upon resolution of the dispute, any required\npayment shall be made within 15 Days after such resolution, and such amount shall be paid along with interest accrued at the Interest Rate from and including the due date but excluding the date paid."} +{"idx": 65, "level": 2, "span": "ARTICLE 10"} +{"idx": 65, "level": 2, "span": "REMEDIES\nSection 10.1 Suspension of Performance; Temporary Release from Dedication.\n(a) Suspension by Gatherer as Remedy for Payment Default. If Producer fails to pay any invoice rendered under Article 9, such\nfailure is not due to a good faith dispute by Producer in accordance with Section 9.2(b) and such failure is not remedied within 15 Business Days after Producer’s receipt of written notice of such failure from Gatherer, Gatherer shall\nhave the right, at its sole discretion, to suspend performance (including withholding any undisputed payments that are owed by Gatherer to Producer, and such withheld undisputed amounts shall not be subject to setoff under Section 9.1(e))\nunder this Agreement until such undisputed amount, including interest at the Interest Rate, is paid in full.\n- 31 -\n(b) Additional Suspensions as Remedies. If Producer fails to perform or comply with any\nmaterial warranty, covenant or obligation (other than as provided in Section 10.1(a)) contained in this Agreement and such failure has not been remedied within 60 Days after Producer’s receipt of written notice from Gatherer of such\nfailure, then Gatherer shall have the right to suspend performance under this Agreement.\n(c) Specific Performance and Declaratory\nJudgments. Damages in the event of breach of this Agreement by a Party hereto may be difficult, if not impossible, to ascertain. Therefore, each Party, in addition to and without limiting any other remedy or right it may have, will have the\nright to seek a declaratory judgment and will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the\nParties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any Party from\npursuing any other rights and remedies at law or in equity that such Party may have.\nSection 10.2 No Election. In the event\nof a default by a Party under this Agreement, the other Party shall be entitled in its sole discretion to pursue one or more of the remedies set forth in this Agreement, or such other remedy as may be available to it under this Agreement, at Law or\nin equity, subject, however, to the limitations set forth in Section 10.3 and Article 14. No election of remedies shall be required or implied as the result of a Party’s decision to avail itself of a remedy under this Agreement.\nSection 10.3 DIRECT DAMAGES. A PARTY’S DAMAGES RESULTING FROM A BREACH OR VIOLATION OF ANY REPRESENTATION, WARRANTY,\nCOVENANT, AGREEMENT OR CONDITION CONTAINED IN THIS AGREEMENT OR ANY ACT OR OMISSION ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL,\nCONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PRODUCTION, OR REVENUES, AND EACH PARTY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED,\nHOWEVER, THAT THIS LIMITATION TO DIRECT DAMAGES SHALL NOT APPLY TO ANY DAMAGE, CLAIM, OR LOSS (A) RESULTING FROM THE DELIVERY BY PRODUCER OF GAS NOT MEETING THE SPECIFICATIONS SET FORTH HEREIN, (B) ASSERTED BY OR AWARDED TO THIRD\nPARTIES AGAINST A PARTY AND FOR WHICH THE OTHER PARTY WOULD OTHERWISE BE RESPONSIBLE UNDER ARTICLE 14, OR (C) THAT PRODUCER WOULD OTHERWISE BE ENTITLED TO RECOVER UNDER SECTION 6.1."} +{"idx": 65, "level": 3, "span": "(a) Suspension by Gatherer as Remedy for Payment Default\nIf Producer fails to pay any invoice rendered under Article 9, such\nfailure is not due to a good faith dispute by Producer in accordance with Section 9.2(b) and such failure is not remedied within 15 Business Days after Producer’s receipt of written notice of such failure from Gatherer, Gatherer shall\nhave the right, at its sole discretion, to suspend performance (including withholding any undisputed payments that are owed by Gatherer to Producer, and such withheld undisputed amounts shall not be subject to setoff under Section 9.1(e))\nunder this Agreement until such undisputed amount, including interest at the Interest Rate, is paid in full."} +{"idx": 65, "level": 3, "span": "(b) Additional Suspensions as Remedies\nIf Producer fails to perform or comply with any\nmaterial warranty, covenant or obligation (other than as provided in Section 10.1(a)) contained in this Agreement and such failure has not been remedied within 60 Days after Producer’s receipt of written notice from Gatherer of such\nfailure, then Gatherer shall have the right to suspend performance under this Agreement."} +{"idx": 65, "level": 3, "span": "(c) Specific Performance and Declaratory\nJudgments. Damages in the event of breach of this Agreement by a Party hereto may be difficult, if not impossible, to ascertain. Therefore, each Party, in addition to and without limiting any other remedy or right it may have, will have the\nright to seek a declaratory judgment and will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the\nParties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any Party from\npursuing any other rights and remedies at law or in equity that such Party may have."} +{"idx": 65, "level": 2, "span": "ARTICLE 11"} +{"idx": 65, "level": 2, "span": "FORCE\nMAJEURE\nSection 11.1 Force Majeure. If either Gatherer or Producer is rendered unable by an event of Force Majeure to\ncarry out, in whole or part, its obligations under this Agreement and such Party gives notice (which notice may initially be delivered orally so long as written notice is\n- 32 -\ndelivered as soon as reasonably practicable thereafter) and reasonably full details of the event (including the nature, extent, effect, and likely duration of the event or circumstances\nconstituting the Force Majeure event) to the other Party as soon as practicable after the occurrence of the event, then, during the pendency of such Force Majeure, but only during that period, the obligations of the Party affected by the event shall\nbe canceled or suspended, as applicable, to the extent required; provided, however, that notwithstanding anything in the foregoing to the contrary, neither Party shall be relieved from any indemnification obligation or any obligation\nto make payments, as the result of Force Majeure, regardless of which Party is affected; provided further that if the Force Majeure impacts only a particular Facility Segment or Individual System, then the suspension of obligations described\nin this sentence shall apply only to the applicable Facility Segment or Individual System and not to the obligations owing in connection with the rest of the System. The Party affected by Force Majeure shall use commercially reasonable efforts to\nremedy the Force Majeure condition with all reasonable dispatch, shall give notice to the other Party of the termination of the Force Majeure, and shall resume performance of any suspended obligation promptly after termination of such Force Majeure.\nSection 11.2 Extension Due to Force Majeure. If a Party is unable to meet any deadline set forth herein as a result of a\nForce Majeure, then provided that such Party complies with the provisions of Section 12.1, such deadline shall be extended for a period of time equal to the period of time during which such Party is delayed due to the Force Majeure."} +{"idx": 65, "level": 2, "span": "ARTICLE 12"} +{"idx": 65, "level": 2, "span": "CHANGE IN\nLAW; UNECONOMIC SERVICE\nSection 12.1 Changes in Applicable Law.\n(a) If any new Laws are enacted or amended or any new interpretations in respect of previously existing Laws are issued after the Effective\nDate that require Gatherer to make capital expenditures with respect to the System, then Gatherer may propose an increase to the applicable Individual Fee as may be necessary or appropriate to preserve and continue for the Parties the rights and\nbenefits originally contemplated for the Parties by this Agreement; provided, however, that no increase to the applicable Individual Fee pursuant to this Section 13.1 shall be applicable unless and until Gatherer would be required to\nmake capital expenditures with respect to the System in order to comply with such new Law that materially and adversely affects the economics of the Services provided, fees received, or the other economic benefits of this Agreement for Gatherer.\n(b) Producer shall accept or reject, in its sole discretion, Gatherer’s proposed increase to the Individual Fee within 30 Days after\nreceiving such proposal from Gatherer. If Producer fails to provide notice of such acceptance or rejection within such 30-Day period, then Producer shall be deemed to have rejected such increase. If Producer\nrejects or is deemed to reject the amount of the proposed increase, then either Party may submit the determination of the proposed increase to binding arbitration in accordance with Section 16.6. The Parties will amend,\nupdate, or revise the applicable Agreement Addendum in accordance with this Agreement to reflect any changes in the applicable Individual Fees agreed to in accordance with this Section 12.1.\n(c) Producer and Gatherer shall use their commercially reasonable efforts to comply with new and amended applicable Laws and new\ninterpretations of existing Laws.\n- 33 -\nSection 12.2 Unprofitable Operations and Rights of Termination.\n(a) Existing Facilities. If (x) the gathering of Gas from any Wells, Separator Facilities or Receipt Points, (y) the delivery\nof Gas to any Delivery Points or (z) the provision of any other Service under this Agreement, is or becomes uneconomical due to its volume, quality, or for any other cause, then Gatherer shall not be obligated to provide the applicable Services\nso long as such condition exists. If Gatherer validly suspends Services under this Section 12.2(a) as a result of Producer’s (A) negligence, willful misconduct, or breach of this Agreement, (B) delivery of Gas that fails to\nmeet the quality specifications required by Section 6.1, or (C) execution of a plan of development that deviates from the then-applicable Development Report, then Gatherer may resume providing such Services at any\ntime, upon two months’ advance written notice delivered to Producer, and the affected Wells, Separator Facilities, Receipt Points, Drilling Units. For purposes of this Section 12.2(a), the term “uneconomical” shall include,\nwith respect to the gathering of Gas from any Well, Separator Facility, or Receipt Point, the delivery of Gas to any Delivery Point, or the provision of any other Service under this Agreement, that the actual, direct operating and maintenance\nexpenses incurred by Gatherer with respect thereto during any rolling three month period, including expenses charged to Gatherer by third parties providing services for Gatherer, exceed the total revenues received by Gatherer for Services rendered\nwith respect thereto during such period, as determined in accordance with generally accepted accounting principles.\n(b) Election not\nto Expand System. If Gatherer determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Producer, as described in Section 3.2, would be uneconomical, then Gatherer shall neither\nbe obligated to undertake such expansion nor to provide the applicable Services. Producer shall be entitled to a release of the applicable Planned Wells, Planned Separator Facilities and Dedicated Production pursuant to Section 2.4(a)(vi)\nimmediately upon Gatherer’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 12.2(d).\n(c) Start Date of Suspension of Services. Gatherer shall cause any suspension of Services permitted by this\nSection 12.2 to commence on the first Day of a Month and not on any other Day.\n(d) Supporting Documentation\nand Management Discussions. As soon as Gatherer determines that an expansion of the Individual System will not be economic or that continuing to provide Services at existing facilities has been rendered uneconomic, Gatherer shall communicate in\nwriting the same to Producer.\n(i) With respect to existing facilities, such notice shall be delivered to Producer at least\n180 Days in advance of any proposed curtailment under this Section 12.2 and such notice shall be accompanied by documentation supporting its claim that\n- 34 -\ncertain Services have become uneconomical. Commencing on the date on which such notice is delivered and continuing for 180 Days, Gatherer shall participate in Meetings of Senior Management if so\nrequested by Producer, so long as such Meetings of Senior Management are scheduled at mutually agreeable times and locations, in order to negotiate a transition of Services that will not materially adversely affect Producer. Such discussions may\ninclude the following matters and such other matters aimed at ameliorating the detrimental effects of Gatherer ceasing to provide Services: (A) purchase by Producer from Gatherer of the pipe, rights of way or other assets necessary for the\ntypes of services that otherwise would have been performed under this Agreement, (B) a continuation of the provision of Services hereunder by Gatherer for a period of time longer than the 180 Days required hereby in order to permit Producer\nsufficient time to take over operations or find an alternate midstream service provider and (C) adjustments to the Development Plan or rework certain Wells in order to address the concerns of Gatherer with respect to providing Services thereto.\nIn no event shall Gatherer’s obligation to be available for Meetings of Senior Management create an obligation on Gatherer to continue providing services past the 180 Days required hereby, and Gatherer is under no obligation to agree to any\namendments to this Agreement or modifications to the Services provided in order to accommodate requests of Producer during such negotiations. However, both Parties have an obligation to negotiate in good faith during such discussions.\n(ii) With respect to planned facilities, Gatherer shall indicate that providing Services to Planned Wells or Planned Separator\nFacilities is uneconomical by failing to include the necessary expansion projects in the applicable System Plan and shall provide supporting documentation for its determination that such expansion would be uneconomical, if requested by Producer. If\nGatherer delivers a System Plan (marked as “Final”) describing the necessary expansion projects, such delivery shall be deemed to be a commitment by Gatherer to complete such expansion without exercising its rights under Section\n12.2(b), so long as conditions (including anticipated throughput, pricing, the ability to obtain rights-of-way, Producer’s continued execution of the\nDevelopment Report, and any other factors deemed material by Gatherer) do not materially change; provided, however that upon the initiation of Services through such expansion project or through a component part of such expansion project, such\nexpansion (or applicable portion thereof) shall be considered “existing facilities” for purposes of this Section 12.2 and Gatherer shall have all of the rights set forth herein with respect to existing facilities\nthat become uneconomical. Nothing in this Section 12.2(d) shall give Producer a right to consent to a suspension under this Section 12.2.\n(e) No Obligation to Drill or Operate. Without limiting the right of Producer to revise the Development Report to eliminate any\nproposed Wells or Separator Facilities, nothing herein shall be construed to require Producer to drill or conduct any operations as to any Well, to continue to operate any Well, to place any new Separator Facility into service or to maintain the\noperation of any Separator Facility that a prudent operator would not in like circumstances drill or continue to operate.\n- 35 -"} +{"idx": 65, "level": 3, "span": "(a) If any new Laws are enacted or amended or any new interpretations in respect of previously existing Laws are issued after the Effective\nDate that require Gatherer to make capital expenditures with respect to the System, then Gatherer may propose an increase to the applicable Individual Fee as may be necessary or appropriate to preserve and continue for the Parties the rights and\nbenefits originally contemplated for the Parties by this Agreement; provided, however, that no increase to the applicable Individual Fee pursuant to this Section 13.1 shall be applicable unless and until Gatherer would be required to\nmake capital expenditures with respect to the System in order to comply with such new Law that materially and adversely affects the economics of the Services provided, fees received, or the other economic benefits of this Agreement for Gatherer."} +{"idx": 65, "level": 3, "span": "(b) Producer shall accept or reject, in its sole discretion, Gatherer’s proposed increase to the Individual Fee within 30 Days after\nreceiving such proposal from Gatherer. If Producer fails to provide notice of such acceptance or rejection within such 30-Day period, then Producer shall be deemed to have rejected such increase. If Producer\nrejects or is deemed to reject the amount of the proposed increase, then either Party may submit the determination of the proposed increase to binding arbitration in accordance with Section 16.6. The Parties will amend,\nupdate, or revise the applicable Agreement Addendum in accordance with this Agreement to reflect any changes in the applicable Individual Fees agreed to in accordance with this Section 12.1."} +{"idx": 65, "level": 3, "span": "(c) Producer and Gatherer shall use their commercially reasonable efforts to comply with new and amended applicable Laws and new\ninterpretations of existing Laws."} +{"idx": 65, "level": 3, "span": "(a) Existing Facilities\nIf (x) the gathering of Gas from any Wells, Separator Facilities or Receipt Points, (y) the delivery\nof Gas to any Delivery Points or (z) the provision of any other Service under this Agreement, is or becomes uneconomical due to its volume, quality, or for any other cause, then Gatherer shall not be obligated to provide the applicable Services\nso long as such condition exists. If Gatherer validly suspends Services under this Section 12.2(a) as a result of Producer’s (A) negligence, willful misconduct, or breach of this Agreement, (B) delivery of Gas that fails to\nmeet the quality specifications required by Section 6.1, or (C) execution of a plan of development that deviates from the then-applicable Development Report, then Gatherer may resume providing such Services at any\ntime, upon two months’ advance written notice delivered to Producer, and the affected Wells, Separator Facilities, Receipt Points, Drilling Units. For purposes of this Section 12.2(a), the term “uneconomical” shall include,\nwith respect to the gathering of Gas from any Well, Separator Facility, or Receipt Point, the delivery of Gas to any Delivery Point, or the provision of any other Service under this Agreement, that the actual, direct operating and maintenance\nexpenses incurred by Gatherer with respect thereto during any rolling three month period, including expenses charged to Gatherer by third parties providing services for Gatherer, exceed the total revenues received by Gatherer for Services rendered\nwith respect thereto during such period, as determined in accordance with generally accepted accounting principles."} +{"idx": 65, "level": 3, "span": "(b) Election not\nto Expand System. If Gatherer determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Producer, as described in Section 3.2, would be uneconomical, then Gatherer shall neither\nbe obligated to undertake such expansion nor to provide the applicable Services. Producer shall be entitled to a release of the applicable Planned Wells, Planned Separator Facilities and Dedicated Production pursuant to Section 2.4(a)(vi)\nimmediately upon Gatherer’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 12.2(d)."} +{"idx": 65, "level": 3, "span": "(c) Start Date of Suspension of Services\nGatherer shall cause any suspension of Services permitted by this\nSection 12.2 to commence on the first Day of a Month and not on any other Day."} +{"idx": 65, "level": 3, "span": "(d) Supporting Documentation\nand Management Discussions. As soon as Gatherer determines that an expansion of the Individual System will not be economic or that continuing to provide Services at existing facilities has been rendered uneconomic, Gatherer shall communicate in\nwriting the same to Producer."} +{"idx": 65, "level": 4, "span": "(i) With respect to existing facilities, such notice shall be delivered to Producer at least\n180 Days in advance of any proposed curtailment under this Section 12.2 and such notice shall be accompanied by documentation supporting its claim that"} +{"idx": 65, "level": 4, "span": "(ii) With respect to planned facilities, Gatherer shall indicate that providing Services to Planned Wells or Planned Separator\nFacilities is uneconomical by failing to include the necessary expansion projects in the applicable System Plan and shall provide supporting documentation for its determination that such expansion would be uneconomical, if requested by Producer. If\nGatherer delivers a System Plan (marked as “Final”) describing the necessary expansion projects, such delivery shall be deemed to be a commitment by Gatherer to complete such expansion without exercising its rights under Section\n12.2(b), so long as conditions (including anticipated throughput, pricing, the ability to obtain rights-of-way, Producer’s continued execution of the\nDevelopment Report, and any other factors deemed material by Gatherer) do not materially change; provided, however that upon the initiation of Services through such expansion project or through a component part of such expansion project, such\nexpansion (or applicable portion thereof) shall be considered “existing facilities” for purposes of this Section 12.2 and Gatherer shall have all of the rights set forth herein with respect to existing facilities\nthat become uneconomical. Nothing in this Section 12.2(d) shall give Producer a right to consent to a suspension under this Section 12.2."} +{"idx": 65, "level": 3, "span": "(e) No Obligation to Drill or Operate\nWithout limiting the right of Producer to revise the Development Report to eliminate any\nproposed Wells or Separator Facilities, nothing herein shall be construed to require Producer to drill or conduct any operations as to any Well, to continue to operate any Well, to place any new Separator Facility into service or to maintain the\noperation of any Separator Facility that a prudent operator would not in like circumstances drill or continue to operate."} +{"idx": 65, "level": 2, "span": "ARTICLE 13"} +{"idx": 65, "level": 2, "span": "REGULATORY STATUS\nSection 13.1 Non-Jurisdictional System. This Agreement is subject to all valid present and\nfuture Laws of Governmental Authorities now or hereafter having jurisdiction over the Parties, this Agreement, the Services performed, or the System. It is the intent of the Parties that no Governmental Authority shall alter any provisions in the\nAgreement in such a way that would have the effect of altering the economic benefits of either Party, as originally contemplated under this Agreement. The Parties shall (a) vigorously defend and support in good faith the enforceability of this\nAgreement and the continuance, without alternation, of the Services in any and all proceedings before any Governmental Authority in which this Agreement is subject to review and (b) not initiate or support, either directly or indirectly, any\nchallenge with any Governmental Authorities to the rates provided herein or any other modification to this Agreement that would alter the economic benefits of a Party as originally contemplated under this Agreement; provided, however,\nnothing set forth herein shall restrict or prohibit Producer from contesting or challenging or disputing with the other Party as to the interpretation, breach, default or performance of this Agreement or any filings of tariffs or any amendments\nthereto with respect to the System to the extent such tariffs are not substantively identical to the economic terms set forth herein. Notwithstanding the foregoing, Producer shall have the right to assert in the appropriate forum in response to any\nchange or proposed change in any tariffs that such change is not in substantial accordance with the terms of this Agreement.\nSection 13.2 Government Authority Modification. Notwithstanding the provisions of Section 13.1, if the\nrates are changed or required to be changed or any other modification to this Agreement that alters the economic benefits of a Party, as originally contemplated under this Agreement, in response to any order, regulation, or other mandate of a\nGovernmental Authority, then no such change or modification shall constitute a breach or other default under the terms of this Agreement, and the Parties shall negotiate in good faith to enter into such amendments to this Agreement or a separate\narrangement in order to give effect, to the greatest extent possible, the economic benefit as originally contemplated in this Agreement."} +{"idx": 65, "level": 2, "span": "ARTICLE 14"} +{"idx": 65, "level": 2, "span": "INDEMNIFICATION AND INSURANCE\nSection 14.1 Reciprocal Indemnity. To the fullest extent permitted by applicable Law and except as otherwise set forth in\nSection 6.2 and Section 8.1:\n(a) Producer Indemnification. Producer shall\nrelease, protect, defend, indemnify and hold harmless Gatherer Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Producer or any\nmember of Producer Group in any way arising out of or relating to this Agreement, directly or indirectly. THIS RELEASE, DEFENSE AND INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF FAULT OF GATHERER GROUP OR ANY OTHER PERSONS. (EXCEPT THAT IT SHALL\nNOT APPLY TO THE EXTENT THAT SUCH LOSSES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GATHERER).\n- 36 -\n(b) Gatherer Indemnification. Gatherer shall release, protect, defend, indemnify and hold\nharmless Producer Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Gatherer or any member of Gatherer Group in any way arising out\nof or relating to this Agreement, directly or indirectly. THIS RELEASE, DEFENSE AND INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF FAULT OF PRODUCER GROUP OR ANY OTHER PERSONS. (EXCEPT THAT IT SHALL NOT APPLY TO THE EXTENT THAT SUCH LOSSES ARE\nCAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PRODUCER).\n(c) Regardless of Fault. AS USED IN THE PRECEDING TWO\nSUBCLAUSES, THE PHRASE “REGARDLESS OF FAULT” SHALL MEAN, WITH RESPECT TO ANY LOSS THAT IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, CONCURRENT, COMPARATIVE, CONTRIBUTORY, ACTIVE, PASSIVE, OR OTHERWISE), STRICT\nLIABILITY, OR OTHER FAULT, OF ANY MEMBER OF GATHERER GROUP OR THE PRODUCER GROUP, WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF AND WITHOUT LIMITATION OF SUCH LOSS AND WHETHER OR NOT CAUSED BY A PRE-EXISTING\nCONDITION.\nSection 14.2 Indemnification Regarding Third Parties. Each Party shall release, protect, defend, indemnify and\nhold the other Party harmless against any Loss by a Third Party that is not a member of the Producer Group or Gatherer Group, to the extent such Loss (a) is caused by the negligence or willful misconduct of said indemnifying Party or such\nParty’s Group, or (b) in the case of Producer as indemnifying Party, results from claims by a Third Party of title, rights, or encumbrances in or to Gas delivered by Producer to a Receipt Point.\nSection 14.3 Penalties. Producer shall release, protect, defend, indemnify, and hold harmless Gatherer from any Losses resulting\nfrom penalties imposed by a Downstream Facility in any transportation contracts or service agreements associated with, or related to, Producer’s owned or Controlled Gas, including any penalties imposed pursuant to the Downstream Facility’s\ntariff.\nSection 14.4 Insurance. Gatherer and Producer shall (a) carry and maintain no less than the insurance coverage\nset forth in Exhibit B, and (b) cause such insurance to be (i) the primary coverage without any right of contribution from any other insurance held by the other Party to the extent of the insured Party’s indemnification\nobligations hereunder, and (ii) written and endorsed to include waivers of all subrogation rights of the insurers against Gatherer and its Group (in the case of Producer’s insurance) or Producer and its Group (in the case of\nGatherer’s insurance). Producer shall also cause the insurance carried and maintained by it pursuant to this Section 14.4 to be endorsed to name Gatherer and its Group as additional insureds or provide blanket\nadditional insured status that covers Gatherer and its Group as additional insureds, except in the case of worker’s compensation insurance.\n- 37 -"} +{"idx": 65, "level": 3, "span": "(a) Producer Indemnification\nProducer shall\nrelease, protect, defend, indemnify and hold harmless Gatherer Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Producer or any\nmember of Producer Group in any way arising out of or relating to this Agreement, directly or indirectly. THIS RELEASE, DEFENSE AND INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF FAULT OF GATHERER GROUP OR ANY OTHER PERSONS. (EXCEPT THAT IT SHALL\nNOT APPLY TO THE EXTENT THAT SUCH LOSSES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GATHERER)."} +{"idx": 65, "level": 3, "span": "(b) Gatherer Indemnification\nGatherer shall release, protect, defend, indemnify and hold\nharmless Producer Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Gatherer or any member of Gatherer Group in any way arising out\nof or relating to this Agreement, directly or indirectly. THIS RELEASE, DEFENSE AND INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF FAULT OF PRODUCER GROUP OR ANY OTHER PERSONS. (EXCEPT THAT IT SHALL NOT APPLY TO THE EXTENT THAT SUCH LOSSES ARE\nCAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PRODUCER)."} +{"idx": 65, "level": 3, "span": "(c) Regardless of Fault\nAS USED IN THE PRECEDING TWO\nSUBCLAUSES, THE PHRASE “REGARDLESS OF FAULT” SHALL MEAN, WITH RESPECT TO ANY LOSS THAT IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, CONCURRENT, COMPARATIVE, CONTRIBUTORY, ACTIVE, PASSIVE, OR OTHERWISE), STRICT\nLIABILITY, OR OTHER FAULT, OF ANY MEMBER OF GATHERER GROUP OR THE PRODUCER GROUP, WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF AND WITHOUT LIMITATION OF SUCH LOSS AND WHETHER OR NOT CAUSED BY A PRE-EXISTING\nCONDITION."} +{"idx": 65, "level": 2, "span": "ARTICLE 15"} +{"idx": 65, "level": 2, "span": "ASSIGNMENT\nSection 15.1 Assignment of Rights and Obligations under this Agreement.\n(a) Assignment. Except as specifically otherwise provided in this Agreement, no Party shall have the right to assign its rights and\nobligations under this Agreement (in whole or in part) to another Person except with the prior written consent of Gatherer (in the case of an assignment by Producer) or Producer (in the case of an assignment by Gatherer), which consent may be\nwithheld at such Party’s sole discretion. Notwithstanding the foregoing,\n(i) Producer may assign its rights and\nobligations under this Agreement to any Person to whom Producer assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gatherer; provided that\n(A) such Person assumes in writing the obligations of Producer under this Agreement insofar as it relates to the portion of the Dedicated Properties so assigned or transferred, (B) such assignment is made subject to this Agreement,\n(C) if such assignment or transfer is made to an Affiliate of Producer, Producer shall not be released from any of its obligations under this Agreement and (D) if such transfer or assignment is to a Person that is not an Affiliate of\nProducer, Producer shall be released from its obligations under this Agreement with respect to the Dedicated Properties so assigned or transferred; provided, further, that to the extent such Person is not an Affiliate of Producer, except for\nthe Dedicated Properties assigned or transferred, this Agreement shall not bind any interests of such Person or its Affiliates in any oil and/or gas leases, mineral interests, and other similar interests owned by such Person as of or after the date\nof such assignment or transfer; and\n(ii) Gatherer may assign its rights and obligations under this Agreement to any\nAffiliate Entity insofar and only insofar as this Agreement relates to the Dedicated Properties for which such Affiliate Entity will be providing Services (such Dedicated Properties, the “Affiliate Entity Dedicated Properties”);\nprovided that in lieu of assigning a portion of this Agreement (in the manner set forth in this subclause (ii)), Producer and Affiliate Entity may enter into a separate gathering agreement applicable to the Affiliate Entity Dedicated Properties that\nis substantially similar to this Agreement and, with respect to the Dedicated Properties covered by such separate gathering agreement (and only with respect to such Dedicated Properties), this Agreement shall terminate and cease to control.\n(b) Notice; Binding Effect. Within 30 Days prior to the date of execution of a permitted assignment by Producer, Producer shall give\nGatherer notice of any assignment of this Agreement or Dedicated Properties. Gatherer shall give Producer notice of any assignment of this Agreement within 30 Days after the date of execution of such permitted assignment. This Agreement shall be\nbinding upon and inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 15.1 shall be null and\nvoid ab initio.\n- 38 -\n(c) Releases not Assignments. Any release of any of the Dedicated Properties from\ndedication under this Agreement pursuant to Section 2.4 shall not constitute an assignment or transfer of such Dedicated Properties for the purposes of this Article 15.\nSection 15.2 Pre-Approved Assignments. Each Party shall have the right without the prior\nconsent of the other Party to (a) mortgage, pledge, encumber or otherwise impress a lien or security interest upon its rights and interest in and to this Agreement, and (b) make a transfer pursuant to any security interest arrangement\ndescribed in (a) above, including any judicial or non-judicial foreclosure and any assignment from the holder of such security interest to another Person.\nSection 15.3 Change of Control. Except as provided in Section 15.1, nothing in this Article 15\nshall prevent Producer’s members or owners from transferring their respective interests (whether equity or otherwise and whether in whole or in part) in Producer and nothing in this Article 15 shall prevent Gatherer’s members or\nowners from transferring their respective interests (whether equity or otherwise and whether in whole or in part) in Gatherer. However, if a change of control of a Party gives rise to a reasonable basis for insecurity on the part of the other Party,\nsuch change of control may be the basis for a request of Adequate Assurance of Performance. Each member or owner of Producer or Gatherer, as applicable, shall have the right to assign and transfer such member’s or owner’s interests\n(whether equity or otherwise and whether in whole or in part) in Producer or Gatherer, as applicable, without restriction contained in this Agreement."} +{"idx": 65, "level": 3, "span": "(a) Assignment\nExcept as specifically otherwise provided in this Agreement, no Party shall have the right to assign its rights and\nobligations under this Agreement (in whole or in part) to another Person except with the prior written consent of Gatherer (in the case of an assignment by Producer) or Producer (in the case of an assignment by Gatherer), which consent may be\nwithheld at such Party’s sole discretion. Notwithstanding the foregoing,"} +{"idx": 65, "level": 4, "span": "(i) Producer may assign its rights and\nobligations under this Agreement to any Person to whom Producer assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gatherer; provided that\n(A) such Person assumes in writing the obligations of Producer under this Agreement insofar as it relates to the portion of the Dedicated Properties so assigned or transferred, (B) such assignment is made subject to this Agreement,\n(C) if such assignment or transfer is made to an Affiliate of Producer, Producer shall not be released from any of its obligations under this Agreement and (D) if such transfer or assignment is to a Person that is not an Affiliate of\nProducer, Producer shall be released from its obligations under this Agreement with respect to the Dedicated Properties so assigned or transferred; provided, further, that to the extent such Person is not an Affiliate of Producer, except for\nthe Dedicated Properties assigned or transferred, this Agreement shall not bind any interests of such Person or its Affiliates in any oil and/or gas leases, mineral interests, and other similar interests owned by such Person as of or after the date\nof such assignment or transfer; and"} +{"idx": 65, "level": 4, "span": "(ii) Gatherer may assign its rights and obligations under this Agreement to any\nAffiliate Entity insofar and only insofar as this Agreement relates to the Dedicated Properties for which such Affiliate Entity will be providing Services (such Dedicated Properties, the “Affiliate Entity Dedicated Properties”);\nprovided that in lieu of assigning a portion of this Agreement (in the manner set forth in this subclause (ii)), Producer and Affiliate Entity may enter into a separate gathering agreement applicable to the Affiliate Entity Dedicated Properties that\nis substantially similar to this Agreement and, with respect to the Dedicated Properties covered by such separate gathering agreement (and only with respect to such Dedicated Properties), this Agreement shall terminate and cease to control."} +{"idx": 65, "level": 3, "span": "(b) Notice; Binding Effect\nWithin 30 Days prior to the date of execution of a permitted assignment by Producer, Producer shall give\nGatherer notice of any assignment of this Agreement or Dedicated Properties. Gatherer shall give Producer notice of any assignment of this Agreement within 30 Days after the date of execution of such permitted assignment. This Agreement shall be\nbinding upon and inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 15.1 shall be null and\nvoid ab initio."} +{"idx": 65, "level": 3, "span": "(c) Releases not Assignments\nAny release of any of the Dedicated Properties from\ndedication under this Agreement pursuant to Section 2.4 shall not constitute an assignment or transfer of such Dedicated Properties for the purposes of this Article 15."} +{"idx": 65, "level": 2, "span": "ARTICLE 16"} +{"idx": 65, "level": 2, "span": "OTHER\nPROVISIONS\nSection 16.1 Relationship of the Parties. The execution and delivery of this Agreement and any Agreement\nAddendum shall create a binding agreement between the Parties signatory thereto consisting of the terms set forth in such Agreement and Agreement Addendum. This Agreement shall not be deemed or construed to create, a partnership, joint venture or\nassociation or a trust between Producer and Gatherer. This Agreement shall not be deemed or construed to authorize any Party to act as an agent, servant or employee for any other Party for any purpose whatsoever except as explicitly set forth in\nthis Agreement. In their relations with each other under this Agreement, the Parties shall not be considered fiduciaries.\nSection 16.2 Notices. Unless otherwise specified in the applicable provision, all notices, consents, approvals, requests, and\nother communications required or permitted to be given under this Agreement shall be in writing and delivered personally, or sent by bonded overnight courier, mailed by U.S. Express Mail or by certified or registered United States Mail with all\npostage fully prepaid, return receipt requested, or, except in the case of notices of breach or default, sent by electronic mail (including with a PDF of the notice or other communication attached), in each case, addressed (i) if to Producer,\nat the address set forth on the applicable Agreement Addendum and (ii) if to Gatherer, at the address set forth on the signature page; provided that in the case of any notice by electronic mail, such notice is confirmed by communication\nvia another method permitted by this Section 16.2. Any notice, consent, approval, request, or other communication (“Communications”) given in accordance herewith shall be deemed to have been\n- 39 -\ngiven when (a) actually received or rejected by the addressee in person or by courier, or (b) actually received or rejected by the addressee upon delivery by overnight courier or United\nStates Mail, as shown in the tracking report or return receipt, as applicable. Communications may not be transmitted by electronic mail, except for ordinary course business communications that shall be deemed to be received, if transmitted during\nnormal business hours on such Business Day, or if transmitted after normal business hours, on the next Business Day. Any Person may change their contact information for notice by giving notice to the other Party in the manner provided in this\nSection 16.2.\nSection 16.3 Entire Agreement; Conflicts. This Agreement (consisting of the Agreement\nTerms and Conditions and the applicable Agreement Addendum) constitutes the entire agreement of the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or\nwritten, of the Parties pertaining to the subject matter hereof. There are no warranties, representations, or other agreements among the Parties relating to the subject matter hereof except as specifically set forth in this Agreement, including the\nexhibits hereto, and no Party shall be bound by or liable for any alleged representation, promise, inducement, or statements of intention not so set forth.\nSection 16.4 Waivers; Rights Cumulative. Any of the terms, covenants, or conditions hereof may be waived only by a written\ninstrument executed by or on behalf of the Party waiving compliance. No course of dealing on the part of any Party, or their respective officers, employees, agents, or representatives, nor any failure by a Party to exercise any of its rights under\nthis Agreement shall operate as a waiver thereof or affect in any way the right of such Party at a later time to enforce the performance of such provision. No waiver by any Party of any condition, or any breach of any term or covenant contained in\nthis Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term or covenant. The rights of the\nParties under this Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not preclude the exercise of any other right.\nSection 16.5 Amendment. This Agreement may be amended only by an instrument in writing executed by Producer and Gatherer and\nexpressly identified as an amendment or modification.\nSection 16.6 Governing Law; Venue. THIS AGREEMENT SHALL BE\nCONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, UNITED STATES OF AMERICA, EXCEPT THAT ANY PROVISION OF THE LAWS OF THE STATE OF TEXAS THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION SHALL NOT APPLY.\nHOUSTON, HARRIS COUNTY, TEXAS, SHALL BE THE SOLE AND EXCLUSIVE VENUE FOR RESOLUTION OF ANY DISPUTE ARISING UNDER THIS AGREEMENT. THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS ATTORNEYS’ FEES AND EXPERT EXPENSES FROM THE NON-PREVAILING PARTY. EACH PARTY EXPRESSLY WAIVES ANY RIGHTS UNDER APPLICABLE LAW TO TRIAL BY JURY.\n- 40 -\nSection 16.7 Parties in Interest. Except for parties indemnified hereunder, nothing\nin this Agreement shall entitle any Person other than the Parties to any claim, cause of action, remedy or right of any kind.\nSection 16.8 Preparation of Agreement. The Parties and their respective counsel participated in the preparation of this Agreement.\nIn the event of any ambiguity in this Agreement, no presumption shall arise based on the identity of the draftsman of this Agreement.\nSection 16.9 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by\nany rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any\nadverse manner to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the\nParties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. A ruling of invalidity, illegality or unenforceability as to one Agreement shall only be applicable to\nthat Agreement, not all the Agreements covered by these Agreement Terms and Conditions."} +{"idx": 65, "level": 1, "span": "SCHEDULE A"} +{"idx": 65, "level": 2, "span": "OPERATING TERMS AND CONDITIONS\n1.1. Quality Specifications. Each Individual System will be operated as a field gathering system, and as such, Gas received from\nProducer at the Receipt Points shall conform to the following specifications at a base pressure of fourteen and seventy-three hundredths (14.73) Psia and at a base temperature of sixty degrees Fahrenheit (60°F); provided that the following\nmay be varied or adjusted as described in Section 6.1 or by express language set forth in the applicable Agreement Addendum.\n(a) Such Gas shall be commercially free of all objectionable dust or other solid or liquid or gaseous matters which might\ninterfere with its merchantability or cause injury to or interference with proper operations of any of the facilities constituting such Individual System or the System through which the Gas flows.\n(b) Such Gas shall not contain more than one-quarter (1/4) grain of hydrogen\nsulfide per one hundred (100) Cubic Feet.\n(c) Such Gas shall not contain more than five (5) grains of total\nsulfur per one hundred (100) Cubic Feet.\n(d) Such Gas shall not contain more than (1) grain mercaptans per one\nhundred (100) Cubic Feet.\n(e) Such Gas shall not contain more than two-tenths\npercent (0.2%) by volume of oxygen.\n(f) Such Gas shall be at temperatures above twenty degrees Fahrenheit\n(20ºF) but shall not exceed one hundred twenty degrees Fahrenheit (120ºF).\n1.2. Gas Nominations and Scheduling.\n(a) Gas shall be received only under a nomination submitted by Producer. For purposes of this Agreement, a nomination is\nan offer by Producer to Gatherer of a stated quantity of Gas for gathering from all of the Receipt Points in an Individual System to all of the Delivery Points in the Individual System. The terms of such nomination shall comply with the nominating\nprocedures set forth in the following clause (b).\n(b) Producer shall nominate according to the Downstream Facility’s\nrequirements. Nominations may be electronically transmitted according to the Downstream Facility’s requirements. Should Producer desire to change the nomination during such Month, such change to the nomination shall be made in accordance with\nthe nomination procedures of the Downstream Facility. Gas shall be delivered by Gatherer in accordance with confirmation by the Downstream Facility of the nomination and/or changes to the nomination.\n1.3. Nominations Gas Balancing.\n(a) Deliveries. Volumes of Gas delivered by Producer and received by Gatherer at the Receipt Points (taken in the aggregate for\nany Individual System) shall conform as closely as possible to the volumes nominated by Producer at the Receipt Points (taken in the aggregate for any Individual System) and shall be delivered by Producer to Gatherer at hourly rates of flow that\nare, as nearly as practicable, uniform throughout the Day. Subject to Gatherer’s operating conditions and contractual requirements, volumes delivered by Gatherer to Producer or for Producer’s account at the Delivery Points (taken in the\naggregate for any Individual System) shall conform as closely as possible to the volumes nominated by Producer for delivery by Gatherer that Day at the Delivery Points (taken in the aggregate for any Individual System), less any deductions\napplicable to Producer for System L&U, System Fuel and Other System Fuel (and any other adjustments for Drip Condensate or Flash Gas), except that Gatherer may conform such volumes to the volumes actually delivered by Producer at Gatherer’s\nReceipt Points (taken in the aggregate for any Individual System) to the extent possible. Gatherer may temporarily interrupt or curtail receipts and/or deliveries at any time, and from time to time in accordance with operating conditions on the\napplicable Individual System in order to balance receipt or deliveries on the applicable Individual System.\n(b) Producer\nand Gatherer agree that:\n(i) It is the intent of Producer and Gatherer that Gas shall be received and redelivered under\nthis Agreement at the same rates, as nearly as commercially practicable and subject to changes mandated by the Downstream Facility, and Producer shall not in any manner use the System for storage or peaking purposes.\n(ii) Gas delivered to Gatherer under this Agreement during any Day shall be delivered at as nearly a constant rate as operating\nconditions and relevant Downstream Facilities will permit.\n(iii) In the event interruption or curtailment of service is\nrequired, Gatherer’s dispatcher (who shall be designated in writing by Gatherer) will advise (by telephone, following up by writing, which writing may be in the form of electronic mail) Producer of an interruption or curtailment as soon as\npracticable or in any event within twenty-four hours of the occurrence of such event.\n(iv) Nothing contained in this\nAgreement shall preclude Gatherer from taking reasonable actions necessary to adjust receipts or deliveries under this Agreement in order to maintain the operational integrity and safety of the System or any Individual System.\n(c) Monthly Delivery of Data. The Monthly Loss/ Gain Report shall reflect, with respect to each producer and shipper on the\nSystem (including Producer), each of the following, broken out by Individual System: (i) the total volumes received, delivered, and retained; and (ii) any other information deemed necessary and appropriate by Gatherer, all on an Individual\nSystem basis.\n1.4. Measurement Devices.\n(a) Gatherer shall construct, install, own and operate (or cause to be installed, owned, and operated) the Measurement Devices\nlocated at the Receipt Points. The Measurement Devices installed by Gatherer shall be, subject to Producer’s approval of such location, on the Receipt Point.\n(b) Gatherer shall, at its discretion, install, own and operate (or cause to be installed, owned, and operated) the Measurement\nDevices located at or upstream of the Delivery Points.\n(c) Measurement Devices will be constructed, installed and operated\nin accordance with applicable industry standards and governmental regulations and as set forth in the current System Plan.\n(d) Gatherer may, but shall not be obligated to, replace or make any alterations to the Measurement Devices that it owns\nnecessary to comply with any applicable Laws.\n(e) Producer shall have the right, at its sole expense, to install, own and\noperate Measurement Devices located at the Receipt Points. Producer Meters shall be installed so as not to interfere with Gatherer’s Measurement Devices and Producer shall take steps that are reasonable and customary in the industry to mitigate\nor prevent any Gas pulsation problems or Gas quality problems (such as sand or water) that may interfere with Gatherer’s Measurement Devices at the Receipt Points.\n(f) Gatherer may elect to use a Producer Meter as the Measurement Device for a Receipt Point in lieu of constructing,\ninstalling, owning and operating a Measurement Device located at such Receipt Point by providing written notice to Producer (including by detailing such election in the applicable System Plan). If Gatherer elects to use such Producer Meter as the\nMeasurement Device for a Receipt Point, Producer shall provide Gatherer reasonable access to such Producer Meter, including prior advance written notice of, and the ability to witness, the calibration of such Producer Meter.\n(g) Measurement Devices under the control of Producer or Gatherer will be constructed, installed and operated in accordance\nwith the following depending on the type of meters used:\n(i) Orifice Meters – in accordance with AGA Report\nNo. 3, API 14.3 part 2, GPA 8185, part 2, Orifice Metering of Natural Gas and Other Hydrocarbon Fluids, Fourth Edition, April 2000, and any subsequent amendments, revisions or modifications thereof.\n(ii) Electronic Transducers and Flow Computers (solar and otherwise) – in accordance with the applicable American Gas\nAssociation and API MPMS 21.1 standards, including American Gas Association Measurement Committee Report Nos. 3, 5, 6 and 7 and any subsequent amendments, revisions, or modifications thereof.\n(iii) Ultrasonic Meters – in accordance with the American Gas Association Measurement Committee Report No. 9\n(American Gas Association Report No. 9), dated June 1998, and any subsequent amendments, revisions or modifications thereof.\n(h) Gatherer may, but shall not be obligated to, replace or make any alterations\nto the Measurement Devices necessary to comply with any subsequent amendments, revisions or modifications of the American Gas Association Reports cited above. With respect to Producer Meters that Gatherer has elected to use, Producer may, but shall\nnot be obligated to, replace or make any alterations to the Measurement Devices necessary to comply with any subsequent amendments, revisions or modifications of the American Gas Association Reports cited above.\n(i) The accuracy of all Measurement Devices listed as Receipt Points or Delivery Points in the applicable Agreement Addendum,\nand of all Measurement Devices that serve as “check meters” for any such Receipt Point or Delivery Point Measurement Devices will be verified by the owner of such Measurement Device (for purposes of this paragraph, the\n“Owner”) at Monthly intervals and, if requested, in the presence of a representative of the other Party (for purposes of this paragraph, the “Beneficiary”). The Owner shall verify the accuracy of any owned\nMeasurement Device before the next Monthly verification required by the preceding sentence if the Beneficiary requests a special test as described below. Notwithstanding the foregoing, however, when Daily deliveries of Gas at any Receipt Point or\nDelivery Point average 1,000 Mcf per Day or less during any Month, the Owner may request from the Beneficiary that the accuracy of the Measurement Devices at such Receipt Point or Delivery Point will be verified quarterly. If, upon any test, any\nMeasurement Device is found to be inaccurate by 2% or less, previous readings of such Measurement Device will be considered correct in computing the deliveries of Gas under this Agreement; provided that, if such Measurement Device is adjusted to\nrecord accurately (within the manufacturer’s allowance for error), then the previous readings of such Measurement Device will be corrected to zero error for any period during which an inaccurate reading is known to have occurred or such other\nperiod as agreed between the Parties. If, upon any test, any Measurement Device is found to be inaccurate by more than 2% of a recording corresponding to the average hourly flow rate for the period since the last test, such Measurement Device will\nimmediately be adjusted to record accurately (within the manufacturer’s allowance for error) and any previous recordings of such Measurement Device will be corrected to zero error for any period during which an inaccurate reading is known to\nhave occurred or such other period as agreed between the Parties. If such period is not known or agreed upon, such correction will be made for a period covering one-half ( 1/2) of the time elapsed since\nthe date of the most recent test. If the Beneficiary desires a special test of any Measurement Device, at least 72 hours’ advance notice will be given to the Owner, and both Parties will cooperate to secure a prompt test of the accuracy of such\nMeasurement Device. If the Measurement Device so tested is found to be inaccurate by 2% or less, the Owner will have the right to bill the Beneficiary for the costs incurred due to such special test, including any labor and transportation costs, and\nthe Beneficiary will pay such costs promptly upon invoice therefor.\n(j) As requested by Producer the Measurement Devices owned by Gatherer shall\ninclude a sufficient number of data ports, and Gatherer shall permit Producer to connect to such data ports, as shall be required to provide to Producer on a real-time basis all measurement data generated by such measurement equipment. Producer\nshall be responsible at its own cost for obtaining equipment and/or services to connect to such data ports and receive and process such data.\n(k) The charts and records by which measurements are determined shall be available for the use of both Parties in fulfilling\nthe terms and conditions thereof. Each Party shall, upon request of the other, mail, email or deliver for checking and calculation all measurement data, including but not limited to flowing parameters, characteristics, constants, configurations and\nevents in its possession and used in the measurement of Gas delivered under this Agreement within 30 Days after the last chart for each billing period is removed from the meter. Such data shall be returned within 90 Days after the receipt thereof.\n(l) Each Party shall preserve or cause to be preserved for mutual use all test data, charts or other similar records in\naccordance with the applicable rules and regulations of regulatory bodies having jurisdiction, if any, with respect to the retention of such records, and, in any event, for at least 24 Months. Each Party shall comply with Noble Document Retention\nPolicy FIN027.\n1.5. Measurement Procedures. The measurements of the quantity and quality of all Gas delivered at the Receipt\nPoints and Delivery Points will be conducted in accordance with the following:\n(a) The unit of volume for measurement will\nbe one Standard Cubic Foot. Such measured volumes, converted to Mcf, will be multiplied by their Gross Heating Value per Mcf.\n(b) The temperature of the Gas will be determined by a recording thermometer installed so that it may record the temperature of\nthe Gas flowing through the meters, or such other means of recording temperature as may be mutually agreed upon by the Parties. The average of the record to the nearest one degree Fahrenheit, obtained while Gas is being delivered, will be the\napplicable flowing Gas temperature for the period under consideration.\n(c) The specific gravity of the Gas will be\ndetermined by a recording gravitometer or chromatographic device installed and located at a suitable point determined by Producer to record representative specific gravity of the Gas being metered or, at Producer’s or its designee’s\noption, by continuous sampling using standard type gravity methods. If a recording gravitometer or chromatographic device is used, the gravity to the nearest one-thousandth (0.001) obtained while Gas is being\ndelivered will be the specific gravity of the Gas sampled for the recording period. The gravity to the nearest one-thousandth (0.001) will be determined once per Month from a Gas analysis. The result will be\napplied during such Month for the determination of Gas volumes delivered. All analyses shall be determined by a mutually agreed upon third party laboratory using GPA 2145, Table of Physical Constants, and GPA 2172, Calculation of Gross Heating\nValue.\n(d) Adjustments to measured Gas volumes for the effects of supercompressibility\nwill be made in accordance with accepted American Gas Association standards. Gatherer or its designee will obtain appropriate carbon dioxide and nitrogen mole fraction values for the Gas delivered as may be required to compute such adjustments in\naccordance with standard testing procedures. At Gatherer’s or its designee’s option, equations for the calculation of supercompressibility will be taken from American Gas Association Report No. 8 Detail, dated December 1985, or API\n14.2; Compressibility and Supercompressibility for Natural Gas and Other Hydrocarbon Gases, latest revision and as amended from time to time.\n(e) For purposes of measurement and meter calibration, the atmospheric pressure for each of the Receipt Points and Delivery\nPoints will be assumed to be the pressure value determined by Gatherer for the county elevation in which such point is located pursuant to generally accepted industry practices irrespective of the actual atmospheric pressure at such points from time\nto time and shall be consistent throughout the Individual System.\n(f) The Gross Heating Value of the Gas delivered at the\nReceipt Points and Delivery Points will be determined at least quarterly by means of GPA 2172; provided, however, that when Daily deliveries of Gas at any Receipt Point or Delivery Point average 1,000 Mcf per Day or greater during any Month, the\nGross Heating Value of the Gas delivered at such Receipt Point or Delivery Point will be determined Monthly by a chromatographic analysis of a flow proportional sample taken at a suitable point on the facilities to be representative of the Gas being\nmetered. To the extent possible, the calibration conducted pursuant to clause (e) of this Section 1.5 of Exhibit A, clause (e) of Section 1.4 of this Exhibit A and the testing conducted pursuant to this clause (f) of this\nSection 1.5 of Exhibit A shall be conducted concurrently or at least with the same test frequency.\n(g) Other tests to\ndetermine water content, sulfur and other impurities in the Gas will be conducted whenever requested by either Party and will be conducted in accordance with standard industry testing procedures. The Party requested to perform such tests will bear\nthe cost of such tests only if the Gas tested is determined not to be within the quality specification set forth herein or, if applicable, in the applicable Agreement Addendum. If the Gas is within such quality specification, the requesting Party\nwill bear the cost of such tests.\n(h) If, during the Term of this Agreement, a new method or technique is developed with\nrespect to Gas measurement or the determination of the factors used in such Gas measurement, such new method or technique may be substituted for the method set forth in this Agreement if the new method or technique is in accordance with accepted\nstandards of the American Gas Association, American Petroleum Institute and Gas Processor’s Association.\n1.6. Gas Meter Adjustments. If a meter is out of service or registering inaccurately, the\nquantities of Gas received or delivered during such period shall be determined as follows:\n(a) By using the registration\nof any check meter or meters, if installed and accurately registering; or in the absence of such check meters,\n(b) By\nusing a meter operating in parallel with the estimated volume corrected for any differences found when the meters are operating properly,\n(c) By correcting the error if the percentage of error is ascertainable by calibration, tests or mathematical calculation, such\nas step change, uncertainty calculation or balance adjustment; or in the absence of check meters and the ability to make corrections under this sub-paragraph (c), then,\n(d) By estimating the quantity received or delivered by receipts or deliveries during periods under similar conditions when the\nmeter was registering accurately.\n1.7. (Reserved).\n1.8. Allocations.\n(a) Allocations required for determining payments or fees due under this Agreement or the amounts shown on the Monthly Loss/\nGain Report shall be made by Gatherer in a commercially reasonable manner. Gatherer shall provide an allocation methodology to Producer for its review and approval through the process outlined in Section 3.1(c) with respect to the System\nPlan. The factors that Gatherer may use in making such allocations include but are not limited to throughput volumes, total consumption of System Fuel, total consumption of Other System Fuel, System L&U, the Thermal Content of Drip Condensate,\nthe Thermal Content of Flash Gas, the relative effort required to move the applicable product through the facilities of Gatherer and other factors determined in good faith by Gatherer. Profit shall not be a component in the allocation of Drip\nCondensate, Flash Gas, System L&U, System Fuel or Other System Fuel. The allocations shall be based upon the measurements taken and quantities determined for the applicable Month.\n(b) Gatherer will allocate, in a manner that is commercially reasonable and determined by Gatherer in good faith, to a\nparticular Receipt Point, the Drip Condensate collected from a Facility Segment."} +{"idx": 65, "level": 4, "span": "(End of Schedule A)"} +{"idx": 65, "level": 4, "span": "(a) Such Gas shall be commercially free of all objectionable dust or other solid or liquid or gaseous matters which might\ninterfere with its merchantability or cause injury to or interference with proper operations of any of the facilities constituting such Individual System or the System through which the Gas flows."} +{"idx": 65, "level": 4, "span": "(b) Such Gas shall not contain more than one-quarter (1/4) grain of hydrogen\nsulfide per one hundred (100) Cubic Feet."} +{"idx": 65, "level": 4, "span": "(c) Such Gas shall not contain more than five (5) grains of total\nsulfur per one hundred (100) Cubic Feet."} +{"idx": 65, "level": 4, "span": "(d) Such Gas shall not contain more than (1) grain mercaptans per one\nhundred (100) Cubic Feet."} +{"idx": 65, "level": 4, "span": "(e) Such Gas shall not contain more than two-tenths\npercent (0.2%) by volume of oxygen."} +{"idx": 65, "level": 4, "span": "(f) Such Gas shall be at temperatures above twenty degrees Fahrenheit\n(20ºF) but shall not exceed one hundred twenty degrees Fahrenheit (120ºF)."} +{"idx": 65, "level": 4, "span": "(a) Gas shall be received only under a nomination submitted by Producer\nFor purposes of this Agreement, a nomination is\nan offer by Producer to Gatherer of a stated quantity of Gas for gathering from all of the Receipt Points in an Individual System to all of the Delivery Points in the Individual System. The terms of such nomination shall comply with the nominating\nprocedures set forth in the following clause (b)."} +{"idx": 65, "level": 4, "span": "(b) Producer shall nominate according to the Downstream Facility’s\nrequirements. Nominations may be electronically transmitted according to the Downstream Facility’s requirements. Should Producer desire to change the nomination during such Month, such change to the nomination shall be made in accordance with\nthe nomination procedures of the Downstream Facility. Gas shall be delivered by Gatherer in accordance with confirmation by the Downstream Facility of the nomination and/or changes to the nomination."} +{"idx": 65, "level": 4, "span": "(a) Deliveries\nVolumes of Gas delivered by Producer and received by Gatherer at the Receipt Points (taken in the aggregate for\nany Individual System) shall conform as closely as possible to the volumes nominated by Producer at the Receipt Points (taken in the aggregate for any Individual System) and shall be delivered by Producer to Gatherer at hourly rates of flow that\nare, as nearly as practicable, uniform throughout the Day. Subject to Gatherer’s operating conditions and contractual requirements, volumes delivered by Gatherer to Producer or for Producer’s account at the Delivery Points (taken in the\naggregate for any Individual System) shall conform as closely as possible to the volumes nominated by Producer for delivery by Gatherer that Day at the Delivery Points (taken in the aggregate for any Individual System), less any deductions\napplicable to Producer for System L&U, System Fuel and Other System Fuel (and any other adjustments for Drip Condensate or Flash Gas), except that Gatherer may conform such volumes to the volumes actually delivered by Producer at Gatherer’s\nReceipt Points (taken in the aggregate for any Individual System) to the extent possible. Gatherer may temporarily interrupt or curtail receipts and/or deliveries at any time, and from time to time in accordance with operating conditions on the\napplicable Individual System in order to balance receipt or deliveries on the applicable Individual System."} +{"idx": 65, "level": 4, "span": "(b) Producer\nand Gatherer agree that:"} +{"idx": 65, "level": 5, "span": "(i) It is the intent of Producer and Gatherer that Gas shall be received and redelivered under\nthis Agreement at the same rates, as nearly as commercially practicable and subject to changes mandated by the Downstream Facility, and Producer shall not in any manner use the System for storage or peaking purposes."} +{"idx": 65, "level": 5, "span": "(ii) Gas delivered to Gatherer under this Agreement during any Day shall be delivered at as nearly a constant rate as operating\nconditions and relevant Downstream Facilities will permit."} +{"idx": 65, "level": 5, "span": "(iii) In the event interruption or curtailment of service is\nrequired, Gatherer’s dispatcher (who shall be designated in writing by Gatherer) will advise (by telephone, following up by writing, which writing may be in the form of electronic mail) Producer of an interruption or curtailment as soon as\npracticable or in any event within twenty-four hours of the occurrence of such event."} +{"idx": 65, "level": 5, "span": "(iv) Nothing contained in this\nAgreement shall preclude Gatherer from taking reasonable actions necessary to adjust receipts or deliveries under this Agreement in order to maintain the operational integrity and safety of the System or any Individual System."} +{"idx": 65, "level": 4, "span": "(c) Monthly Delivery of Data\nThe Monthly Loss/ Gain Report shall reflect, with respect to each producer and shipper on the\nSystem (including Producer), each of the following, broken out by Individual System: (i) the total volumes received, delivered, and retained; and (ii) any other information deemed necessary and appropriate by Gatherer, all on an Individual\nSystem basis."} +{"idx": 65, "level": 4, "span": "(a) Gatherer shall construct, install, own and operate (or cause to be installed, owned, and operated) the Measurement Devices\nlocated at the Receipt Points. The Measurement Devices installed by Gatherer shall be, subject to Producer’s approval of such location, on the Receipt Point."} +{"idx": 65, "level": 4, "span": "(b) Gatherer shall, at its discretion, install, own and operate (or cause to be installed, owned, and operated) the Measurement\nDevices located at or upstream of the Delivery Points."} +{"idx": 65, "level": 4, "span": "(c) Measurement Devices will be constructed, installed and operated\nin accordance with applicable industry standards and governmental regulations and as set forth in the current System Plan."} +{"idx": 65, "level": 4, "span": "(d) Gatherer may, but shall not be obligated to, replace or make any alterations to the Measurement Devices that it owns\nnecessary to comply with any applicable Laws."} +{"idx": 65, "level": 4, "span": "(e) Producer shall have the right, at its sole expense, to install, own and\noperate Measurement Devices located at the Receipt Points. Producer Meters shall be installed so as not to interfere with Gatherer’s Measurement Devices and Producer shall take steps that are reasonable and customary in the industry to mitigate\nor prevent any Gas pulsation problems or Gas quality problems (such as sand or water) that may interfere with Gatherer’s Measurement Devices at the Receipt Points."} +{"idx": 65, "level": 4, "span": "(f) Gatherer may elect to use a Producer Meter as the Measurement Device for a Receipt Point in lieu of constructing,\ninstalling, owning and operating a Measurement Device located at such Receipt Point by providing written notice to Producer (including by detailing such election in the applicable System Plan). If Gatherer elects to use such Producer Meter as the\nMeasurement Device for a Receipt Point, Producer shall provide Gatherer reasonable access to such Producer Meter, including prior advance written notice of, and the ability to witness, the calibration of such Producer Meter."} +{"idx": 65, "level": 4, "span": "(g) Measurement Devices under the control of Producer or Gatherer will be constructed, installed and operated in accordance\nwith the following depending on the type of meters used:"} +{"idx": 65, "level": 5, "span": "(i) Orifice Meters – in accordance with AGA Report\nNo. 3, API 14.3 part 2, GPA 8185, part 2, Orifice Metering of Natural Gas and Other Hydrocarbon Fluids, Fourth Edition, April 2000, and any subsequent amendments, revisions or modifications thereof."} +{"idx": 65, "level": 5, "span": "(ii) Electronic Transducers and Flow Computers (solar and otherwise) – in accordance with the applicable American Gas\nAssociation and API MPMS 21.1 standards, including American Gas Association Measurement Committee Report Nos. 3, 5, 6 and 7 and any subsequent amendments, revisions, or modifications thereof."} +{"idx": 65, "level": 5, "span": "(iii) Ultrasonic Meters – in accordance with the American Gas Association Measurement Committee Report No\n9\n(American Gas Association Report No. 9), dated June 1998, and any subsequent amendments, revisions or modifications thereof."} +{"idx": 65, "level": 4, "span": "(h) Gatherer may, but shall not be obligated to, replace or make any alterations\nto the Measurement Devices necessary to comply with any subsequent amendments, revisions or modifications of the American Gas Association Reports cited above. With respect to Producer Meters that Gatherer has elected to use, Producer may, but shall\nnot be obligated to, replace or make any alterations to the Measurement Devices necessary to comply with any subsequent amendments, revisions or modifications of the American Gas Association Reports cited above."} +{"idx": 65, "level": 5, "span": "(i) The accuracy of all Measurement Devices listed as Receipt Points or Delivery Points in the applicable Agreement Addendum,\nand of all Measurement Devices that serve as “check meters” for any such Receipt Point or Delivery Point Measurement Devices will be verified by the owner of such Measurement Device (for purposes of this paragraph, the\n“Owner”) at Monthly intervals and, if requested, in the presence of a representative of the other Party (for purposes of this paragraph, the “Beneficiary”). The Owner shall verify the accuracy of any owned\nMeasurement Device before the next Monthly verification required by the preceding sentence if the Beneficiary requests a special test as described below. Notwithstanding the foregoing, however, when Daily deliveries of Gas at any Receipt Point or\nDelivery Point average 1,000 Mcf per Day or less during any Month, the Owner may request from the Beneficiary that the accuracy of the Measurement Devices at such Receipt Point or Delivery Point will be verified quarterly. If, upon any test, any\nMeasurement Device is found to be inaccurate by 2% or less, previous readings of such Measurement Device will be considered correct in computing the deliveries of Gas under this Agreement; provided that, if such Measurement Device is adjusted to\nrecord accurately (within the manufacturer’s allowance for error), then the previous readings of such Measurement Device will be corrected to zero error for any period during which an inaccurate reading is known to have occurred or such other\nperiod as agreed between the Parties. If, upon any test, any Measurement Device is found to be inaccurate by more than 2% of a recording corresponding to the average hourly flow rate for the period since the last test, such Measurement Device will\nimmediately be adjusted to record accurately (within the manufacturer’s allowance for error) and any previous recordings of such Measurement Device will be corrected to zero error for any period during which an inaccurate reading is known to\nhave occurred or such other period as agreed between the Parties. If such period is not known or agreed upon, such correction will be made for a period covering one-half ( 1/2) of the time elapsed since\nthe date of the most recent test. If the Beneficiary desires a special test of any Measurement Device, at least 72 hours’ advance notice will be given to the Owner, and both Parties will cooperate to secure a prompt test of the accuracy of such\nMeasurement Device. If the Measurement Device so tested is found to be inaccurate by 2% or less, the Owner will have the right to bill the Beneficiary for the costs incurred due to such special test, including any labor and transportation costs, and\nthe Beneficiary will pay such costs promptly upon invoice therefor."} +{"idx": 65, "level": 4, "span": "(j) As requested by Producer the Measurement Devices owned by Gatherer shall\ninclude a sufficient number of data ports, and Gatherer shall permit Producer to connect to such data ports, as shall be required to provide to Producer on a real-time basis all measurement data generated by such measurement equipment. Producer\nshall be responsible at its own cost for obtaining equipment and/or services to connect to such data ports and receive and process such data."} +{"idx": 65, "level": 4, "span": "(k) The charts and records by which measurements are determined shall be available for the use of both Parties in fulfilling\nthe terms and conditions thereof. Each Party shall, upon request of the other, mail, email or deliver for checking and calculation all measurement data, including but not limited to flowing parameters, characteristics, constants, configurations and\nevents in its possession and used in the measurement of Gas delivered under this Agreement within 30 Days after the last chart for each billing period is removed from the meter. Such data shall be returned within 90 Days after the receipt thereof."} +{"idx": 65, "level": 4, "span": "(l) Each Party shall preserve or cause to be preserved for mutual use all test data, charts or other similar records in\naccordance with the applicable rules and regulations of regulatory bodies having jurisdiction, if any, with respect to the retention of such records, and, in any event, for at least 24 Months. Each Party shall comply with Noble Document Retention\nPolicy FIN027."} +{"idx": 65, "level": 4, "span": "(a) The unit of volume for measurement will\nbe one Standard Cubic Foot. Such measured volumes, converted to Mcf, will be multiplied by their Gross Heating Value per Mcf."} +{"idx": 65, "level": 4, "span": "(b) The temperature of the Gas will be determined by a recording thermometer installed so that it may record the temperature of\nthe Gas flowing through the meters, or such other means of recording temperature as may be mutually agreed upon by the Parties. The average of the record to the nearest one degree Fahrenheit, obtained while Gas is being delivered, will be the\napplicable flowing Gas temperature for the period under consideration."} +{"idx": 65, "level": 4, "span": "(c) The specific gravity of the Gas will be\ndetermined by a recording gravitometer or chromatographic device installed and located at a suitable point determined by Producer to record representative specific gravity of the Gas being metered or, at Producer’s or its designee’s\noption, by continuous sampling using standard type gravity methods. If a recording gravitometer or chromatographic device is used, the gravity to the nearest one-thousandth (0.001) obtained while Gas is being\ndelivered will be the specific gravity of the Gas sampled for the recording period. The gravity to the nearest one-thousandth (0.001) will be determined once per Month from a Gas analysis. The result will be\napplied during such Month for the determination of Gas volumes delivered. All analyses shall be determined by a mutually agreed upon third party laboratory using GPA 2145, Table of Physical Constants, and GPA 2172, Calculation of Gross Heating\nValue."} +{"idx": 65, "level": 4, "span": "(d) Adjustments to measured Gas volumes for the effects of supercompressibility\nwill be made in accordance with accepted American Gas Association standards. Gatherer or its designee will obtain appropriate carbon dioxide and nitrogen mole fraction values for the Gas delivered as may be required to compute such adjustments in\naccordance with standard testing procedures. At Gatherer’s or its designee’s option, equations for the calculation of supercompressibility will be taken from American Gas Association Report No. 8 Detail, dated December 1985, or API\n14.2; Compressibility and Supercompressibility for Natural Gas and Other Hydrocarbon Gases, latest revision and as amended from time to time."} +{"idx": 65, "level": 4, "span": "(e) For purposes of measurement and meter calibration, the atmospheric pressure for each of the Receipt Points and Delivery\nPoints will be assumed to be the pressure value determined by Gatherer for the county elevation in which such point is located pursuant to generally accepted industry practices irrespective of the actual atmospheric pressure at such points from time\nto time and shall be consistent throughout the Individual System."} +{"idx": 65, "level": 4, "span": "(f) The Gross Heating Value of the Gas delivered at the\nReceipt Points and Delivery Points will be determined at least quarterly by means of GPA 2172; provided, however, that when Daily deliveries of Gas at any Receipt Point or Delivery Point average 1,000 Mcf per Day or greater during any Month, the\nGross Heating Value of the Gas delivered at such Receipt Point or Delivery Point will be determined Monthly by a chromatographic analysis of a flow proportional sample taken at a suitable point on the facilities to be representative of the Gas being\nmetered. To the extent possible, the calibration conducted pursuant to clause (e) of this Section 1.5 of Exhibit A, clause (e) of Section 1.4 of this Exhibit A and the testing conducted pursuant to this clause (f) of this\nSection 1.5 of Exhibit A shall be conducted concurrently or at least with the same test frequency."} +{"idx": 65, "level": 4, "span": "(g) Other tests to\ndetermine water content, sulfur and other impurities in the Gas will be conducted whenever requested by either Party and will be conducted in accordance with standard industry testing procedures. The Party requested to perform such tests will bear\nthe cost of such tests only if the Gas tested is determined not to be within the quality specification set forth herein or, if applicable, in the applicable Agreement Addendum. If the Gas is within such quality specification, the requesting Party\nwill bear the cost of such tests."} +{"idx": 65, "level": 4, "span": "(h) If, during the Term of this Agreement, a new method or technique is developed with\nrespect to Gas measurement or the determination of the factors used in such Gas measurement, such new method or technique may be substituted for the method set forth in this Agreement if the new method or technique is in accordance with accepted\nstandards of the American Gas Association, American Petroleum Institute and Gas Processor’s Association."} +{"idx": 65, "level": 4, "span": "(a) By using the registration\nof any check meter or meters, if installed and accurately registering; or in the absence of such check meters,"} +{"idx": 65, "level": 4, "span": "(b) By\nusing a meter operating in parallel with the estimated volume corrected for any differences found when the meters are operating properly,"} +{"idx": 65, "level": 4, "span": "(c) By correcting the error if the percentage of error is ascertainable by calibration, tests or mathematical calculation, such\nas step change, uncertainty calculation or balance adjustment; or in the absence of check meters and the ability to make corrections under this sub-paragraph (c), then,"} +{"idx": 65, "level": 4, "span": "(d) By estimating the quantity received or delivered by receipts or deliveries during periods under similar conditions when the\nmeter was registering accurately."} +{"idx": 65, "level": 4, "span": "(a) Allocations required for determining payments or fees due under this Agreement or the amounts shown on the Monthly Loss/\nGain Report shall be made by Gatherer in a commercially reasonable manner. Gatherer shall provide an allocation methodology to Producer for its review and approval through the process outlined in Section 3.1(c) with respect to the System\nPlan. The factors that Gatherer may use in making such allocations include but are not limited to throughput volumes, total consumption of System Fuel, total consumption of Other System Fuel, System L&U, the Thermal Content of Drip Condensate,\nthe Thermal Content of Flash Gas, the relative effort required to move the applicable product through the facilities of Gatherer and other factors determined in good faith by Gatherer. Profit shall not be a component in the allocation of Drip\nCondensate, Flash Gas, System L&U, System Fuel or Other System Fuel. The allocations shall be based upon the measurements taken and quantities determined for the applicable Month."} +{"idx": 65, "level": 4, "span": "(b) Gatherer will allocate, in a manner that is commercially reasonable and determined by Gatherer in good faith, to a\nparticular Receipt Point, the Drip Condensate collected from a Facility Segment."} +{"idx": 65, "level": 1, "span": "EXHIBIT A"} +{"idx": 65, "level": 2, "span": "DESCRIPTION OF DEDICATION AREA\n•Section 20, Block 54, Township 1 South, T&P RR, Loving County, Texas\n•East 240 acres of Section 24, Block 54, Township 1 South, T&P RR, Loving County, Texas\n•Section 26, Block 54, Township 1 South, T&P RR, Loving County, Texas\n•Section 32, Block 54, Township 1 South, T&P RR, Loving County, Texas\n•East  1⁄2 of Section 42, Block 54, Township 1 South, T&P RR, Loving County, Texas"} +{"idx": 65, "level": 1, "span": "EXHIBIT B"} +{"idx": 65, "level": 2, "span": "INSURANCE\nEach of\nGatherer and Producer shall purchase and maintain (or cause to be purchased and maintained) in full force and effect at all times during the Term of this Agreement, at such Party’s sole cost and expense and from insurance companies that are\nrated (or whose reinsurers are rated) “A-VII” or better by AM Best or “BBB-” or better by Standard & Poor’s or an equivalent rating from another recognized\nrating agency, policies providing the types and limits of insurance indicated below, which insurance shall be regarded as a minimum and, to the extent of the obligations undertaken by such Party in this Agreement, shall be primary (with the\nexception of the Excess Liability Insurance and Workers’ Compensation) as to any other existing, valid, and collectable insurance. Each Party’s deductibles shall be borne by that Party.\nA. Where applicable, Workers’ Compensation and Employers’ Liability Insurance, in accordance with the statutory requirements of the State of Texas,\nand endorsed specifically to include the following:\n1. Employers’ Liability, subject to a limit of liability of not less than\n$1,000,000 per accident, $1,000,000 for each employee/disease, and a $1,000,000 policy limit.\nThe Workers’ Compensation and Employers’\nLiability Insurance policy(ies) shall contain an alternate employer endorsement.\nB. Commercial General Liability Insurance, with limits of liability of\nnot less than the following:\n$2,000,000 general aggregate\n$1,000,000 each occurrence, Bodily Injury or Property Damage Combined Single Limit\nSuch insurance shall include the following:\n1.Premises and Operations coverage.\n2.Contractual Liability covering the liabilities assumed under this Agreement.\n3.Broad Form Property Damage Liability endorsement, unless policy is written on November 1988 or later ISO form.\n4.Products and Completed Operations.\n5.Time Element Limited Pollution coverage.\nC. If applicable, Automobile Liability Insurance, with limits of\nliability of not less than the following:\n$1,000,000 Bodily Injury or Property Damage Combined Single Limit, for each occurrence.\nSuch coverage shall include hired and non-owned vehicles and owned\nvehicles where applicable.\nD. Excess Liability Insurance, with limits of liability not less than the following:\nLimits of Liability - $10,000,000 Occurrence/Aggregate for Bodily Injury and\nProperty Damage in excess of the coverage outlined in Paragraphs A, B, and C.\nThe limits of coverage required in this Agreement may be met with any combination of policies as long as the minimum required limits are met.\nEach Party to this Agreement shall have the right to acquire, at its own expense, such additional insurance coverage as it desires to further protect itself\nagainst any risk or liability with respect to this Agreement and operations and activities under this Agreement or related thereto. All insurance maintained by or on behalf of Producer or Gatherer shall contain a waiver by the insurance company of\nall rights of subrogation in favor of the other Party.\nNeither the minimum policy limits of insurance required of the Parties nor the actual amounts of\ninsurance maintained by the Parties under their insurance program shall operate to modify the Parties’ liability or indemnity obligations in this Agreement.\nA Party may self-insure the requirements in this Exhibit B if such Party or its parent is considered investment grade (S&P BBB- or equivalent or higher)."} +{"idx": 65, "level": 4, "span": "(End of Exhibit B)"} +{"idx": 65, "level": 3, "span": "1. Employers’ Liability, subject to a limit of liability of not less than\n$1,000,000 per accident, $1,000,000 for each employee/disease, and a $1,000,000 policy limit."} +{"idx": 65, "level": 1, "span": "EXHIBIT C"} +{"idx": 65, "level": 2, "span": "INDIVIDUAL FEE; THRESHOLD AMOUNT\n[Provided Separately]"} +{"idx": 66, "level": 1, "span": "2017 AFI RSU | STOCK (US AND NON-US)"} +{"idx": 66, "level": 1, "span": "(With Australian Addendum)"} +{"idx": 66, "level": 1, "span": "2017 Long-Term Time-Based Restricted Stock Unit Grant"} +{"idx": 66, "level": 1, "span": "ARMSTRONG FLOORING, INC.\n2500 Columbia Ave., P.O. Box 3025\nLancaster, PA 17604\n717.672.9611"} +{"idx": 66, "level": 0, "span": "ARMSTRONG FLOORING, INC. 2016 LONG-TERM INCENTIVE PLAN"} +{"idx": 66, "level": 1, "span": "TIME-BASED RESTRICTED STOCK UNIT GRANT"} +{"idx": 66, "level": 1, "span": "TERMS AND CONDITIONS"} +{"idx": 66, "level": 1, "span": "* * *"} +{"idx": 66, "level": 1, "span": "ADDENDUM"} +{"idx": 66, "level": 1, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 66, "level": 1, "span": "TIME-BASED RESTRICTED STOCK UNIT GRANT"} +{"idx": 66, "level": 1, "span": "Additional Terms and Conditions and Notifications\nThis Addendum includes special terms and conditions that govern the Time-Based Units granted to the Grantee if the Grantee resides in the countries listed herein. These terms and conditions are in addition to the terms and conditions set forth in the Grant Conditions. This Addendum may also include information regarding certain other issues of which the Grantee should be aware with respect to the Grantee’s participation in the Plan. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Grant Conditions (of which this Addendum is a part) and the Plan."} +{"idx": 66, "level": 1, "span": "AUSTRALIA"} +{"idx": 66, "level": 1, "span": "SECURITIES LAW DISCLOSURE\nFor the purposes of this section of the Addendum:\n“Australian Participants” means all persons to whom an offer or invitation of Time-Based Units are made in Australia under the Plan.\n“Exchange” means the New York Stock Exchange.\n“related body corporate” has the meaning given in section 50 of the Corporations Act 2001 (Cth)."} +{"idx": 66, "level": 1, "span": "General Advice Only\nAny advice given by the Company or any related body corporate of the Company in relation to the Time-Based Units offered under the Plan does not take into account an Australian Participant’s objectives, financial situation and needs. Australian Participants should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities & Investments Commission to give such advice."} +{"idx": 66, "level": 1, "span": "Acquisition price\nNo acquisition price is payable by Australian Participants for the Company to grant you the number of Time-Based Units set forth in the Grant Letter."} +{"idx": 66, "level": 1, "span": "Risks of Time-Based Units and Company Stock\nAcquiring and holding Time-Based Units and Company Stock involves risk. These risks include that:\n(a)    there is no guarantee that Company Stock will grow in value - it may decline in value. Stock markets are subject to fluctuations and the price of Company Stock can rise\nand fall, depending upon the Company’s performance and other internal and external factors.\n(b)    the Company may decide not to continue to pay dividends on its Company Stock at the current level, or may decide to cease the payment of dividends on its Company Stock.\n(c)    there are tax implications involved in acquiring and holding Time-Based Units and Company Stock and the tax regime applying to Australian Participants may change."} +{"idx": 66, "level": 3, "span": "(a)    there is no guarantee that Company Stock will grow in value - it may decline in value\nStock markets are subject to fluctuations and the price of Company Stock can rise"} +{"idx": 66, "level": 3, "span": "(b)    the Company may decide not to continue to pay dividends on its Company Stock at the current level, or may decide to cease the payment of dividends on its Company Stock."} +{"idx": 66, "level": 3, "span": "(c)    there are tax implications involved in acquiring and holding Time-Based Units and Company Stock and the tax regime applying to Australian Participants may change."} +{"idx": 66, "level": 1, "span": "Market Price of Company Stock in Australian Dollars\nAn Australian Participant could, from time to time, ascertain the market price of Company Stock by obtaining that price from the Exchange website, the Company website or The Wall Street Journal, and multiplying that price by a published exchange rate to convert U.S. Dollars into Australian Dollars."} +{"idx": 67, "level": 0, "span": "1.1    “Affiliate” shall mean any Person directly or indirectly controlling, controlled by or under common control with the Company (including the Parent and any Person directly or indirectly controlling, controlled by or under common control with the Parent).\n1.2    “Base Salary” shall mean the salary provided for in Section 3.1 of this Agreement, as the same may be increased thereunder.\n1.3    “Board” shall mean the Board of Directors of the Parent, including any successor of the Parent in the event of a Change in Control.\n1.4    “Cause” shall mean that the Executive: (a) has been found unsuitable to hold a gaming license by final, non-appealable decision of the Nevada Gaming Commission; (b) has been convicted of any felony; (c) has engaged in acts or omissions constituting gross negligence or willful misconduct resulting, in either case, in material economic harm to the Company; or (d) has materially breached this Agreement.\n1.5    “Change in Control” shall mean the occurrence of any of the following events:\n(a)    The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a Permitted Holder, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then-outstanding securities entitled to vote generally in the election of members of the Board (the “Voting Power”) at such time; provided that the following acquisitions shall not constitute a Change in Control: (i) any such acquisition directly from the Parent; (ii) any such acquisition by the Parent; (iii) any such acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent or any of its subsidiaries; or (iv) any such acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) below; or\n(b)    individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, that any individual becoming a director subsequent to the Effective Date, whose election, or nomination for election by the Parent’s stockholders, was approved by a vote of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Parent in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than either the Board or any Permitted Holder; or\n(c)    consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Parent (a “Business Combination”), in each case, unless following such Business Combination, (i) either (A) Permitted Holders or (B) all or substantially all of the individuals and entities who were the beneficial owners of the Voting Power immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such transaction (including an entity that, as a result of such transaction, owns the Parent or substantially all of the Parent’s assets either directly or through one or more subsidiaries) and, in the case of the foregoing clause (B), in substantially the same proportions relative to each other as their ownership immediately prior to such transaction of the securities representing the Voting Power, (ii) no Person (excluding any Permitted Holder, any entity resulting from such transaction or any employee benefit plan (or related trust) sponsored or maintained by the Parent or such entity resulting from such transaction) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such transaction, or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to such transaction, and (iii) at least a majority of the members of the board of directors of the entity resulting from such transaction were members of the Incumbent Board at the time of the execution of the initial agreement with respect to, or the action of the Board providing for, such transaction; or\n(d)    approval by the stockholders of the Parent of a complete liquidation or dissolution of the Parent.\n1.6    “Code” shall mean the Internal Revenue Code of 1986, as amended.\n1.7    “Company Group” shall mean the Parent together with its subsidiaries.\n1.8    “Company Property” shall mean all property, items and materials provided by the Company or any Affiliate to the Executive, or to which the Executive has access, in the course of his employment, including all files, records, documents, drawings, specifications, memoranda, notes, reports, manuals, equipment, computer disks, videotapes, blueprints and other documents and similar items relating to the Company or any Affiliate, or their respective customers, whether prepared by the Executive or others, and any and all copies, abstracts and summaries thereof.\n1.9    “Confidential Information” shall mean all nonpublic and/or proprietary information respecting the business of the Company or any Affiliate, including products, programs, projects, promotions, marketing plans and strategies, business plans or practices, business operations, employees, research and development, intellectual property, software, databases, trademarks, pricing information and accounting and financing data. Confidential Information also includes information concerning the Company’s or any Affiliate’s customers, such as their identity, address, preferences, playing patterns and ratings or any other information kept by the Company or any Affiliate concerning customers, whether or not such information has been reduced to documentary form. Confidential Information does not include information that is, or becomes, available to the public unless such availability occurs through an unauthorized act on the part of the Executive or another person with an obligation to maintain the confidentiality of such information.\n1.10    “Disability” shall mean a physical or mental incapacity that prevents the Executive from performing the essential functions of his position with the Company for a minimum period of 90 days as determined (a) in accordance with any long-term disability plan provided by the Company of which the Executive is a participant, or (b) by the following procedure: The Executive agrees to submit to medical examinations by a licensed healthcare professional selected by the Company, in its sole discretion, to determine whether a Disability exists. In addition, the Executive may submit to the Company documentation of a Disability, or lack thereof, from a licensed healthcare professional of his choice. Following a determination of a Disability or lack of Disability by the Company’s or the Executive’s licensed healthcare professional, any other Party may submit subsequent documentation relating to the existence of a Disability from a licensed healthcare professional selected by such other Party. In the event that the medical opinions of such licensed healthcare professionals conflict, such licensed healthcare \n1.11    “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.\n1.12    “Good Reason” shall mean and exist if there has been a Change in Control and, thereafter, without the Executive’s prior written consent, one or more of the following events occurs:\n(a)    the Executive suffers a material reduction in the authorities, duties or responsibilities associated with his position as described in Section 2.3, or the Executive is assigned any duties or responsibilities that are inconsistent with the scope of duties and responsibilities associated with the Executive’s position as described in Section 2.3;\n(b)    the Executive is required to relocate from, or maintain his principal office outside of, Las Vegas, Nevada;\n(c)    the Executive’s Base Salary is decreased by the Company;\n(d)    the Company discontinues its bonus plan and equity incentive plan in which the Executive participates without immediately replacing such bonus plan and equity plan with plans that are the substantial economic equivalent of such bonus plan and equity plan, or amends such bonus plan and equity plan so as to materially reduce the Executive’s potential bonus and equity incentives at any given level of economic performance of the Company;\n(e)    the Company materially reduces the Employee Benefits Program provided to the Executive as described in Section 4 and such reduction does not also apply to similarly situated executives (other than Frank J. Fertitta III) of the Company;\n(f)    the Company or the Parent materially breaches this Agreement; or\n(g)    the Company fails to obtain a written agreement satisfactory to the Executive from any successor or assign of the Company to assume and perform this Agreement.\n1.13    [Intentionally omitted.]\n1.14    [Intentionally omitted.]\n1.15    “Permitted Holder” shall mean (a) (i) Frank J. Fertitta III and Lorenzo J. Fertitta and (ii) any lineal descendants of such persons; (b) executors, administrators or legal representatives of the estate of any person listed in clause (a) of this sentence; (c) heirs, distributees and beneficiaries of any person listed in clause (a) of this sentence; (d) any trust as to which any of the foregoing is a settlor or co-settlor; and (e) any corporation, partnership or other entity which is, directly or indirectly, controlling, controlled by or under common control with, any of the foregoing.\n1.16    “Person” shall mean any individual, firm, partnership, association, trust, company, corporation, limited liability company, joint-stock company, unincorporated organization, government, political subdivision or other entity.\n1.17    “Pro Rata Annual Bonus” shall mean the amount of Annual Bonus, multiplied by a fraction, the numerator of which is the number of days in such year during which the Executive was actually employed by the Company (or its predecessor) and the denominator of which is 365.\n1.18    “Restricted Area” shall mean (a) the City of Las Vegas, Nevada, and the area within a 30-mile radius of that city, and (b) any area in or within a 30-mile radius of any other jurisdiction in which the Company or any of its Affiliates is directly or indirectly engaged in the development, ownership, operation or management of any gaming activities or is actively pursuing any such activities.\n1.19    “Restricted Period” shall mean the first anniversary of the date of the Executive’s termination of employment with the Company Group. \n1.20    “Target Annual Bonus” shall mean an amount that is no less than 100% of the Executive’s then current Base Salary.\n1.21    “Target Annual Equity Incentive” shall mean an amount that is no less than 200% of the Executive’s then current Base Salary.\n1.22    “Term of Employment” shall mean the period specified in Section 2.2.\n2.    TERM OF EMPLOYMENT, POSITIONS AND RESPONSIBILITIES.\n2.1    Employment Accepted. The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, for the Term of Employment, in the positions and with the duties and responsibilities set forth in Section 2.3, and upon such other terms and conditions as are stated in this Agreement.\n2.2    Term of Employment. The Term of Employment shall commence upon the Execution Date and, unless earlier terminated pursuant to the provisions of this Agreement, shall terminate upon the close of business on the day immediately preceding the fifth anniversary of the Execution Date.\n2.3    Title and Responsibilities. During the Term of Employment, the Executive shall be employed as the Executive Vice President and Chief Administrative Officer. In carrying out his duties under this Agreement, the Executive shall report directly to the President and/or Chief Executive Officer of the Company. During the Term of Employment, the Executive shall devote full time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote the interests of the Company Group. Anything herein to the contrary notwithstanding, the Executive shall not be precluded from engaging in charitable and community affairs and managing his personal investments, to the extent such activities do not materially interfere with the Executive’s duties and obligations under this Agreement, it being expressly understood and agreed that, to the extent any such activities have been conducted by the Executive prior to the date of this Agreement and disclosed to the Board in writing prior to the date of this Agreement, the continued conduct of such activities (or, in lieu thereof, activities similar in nature and scope thereto) after the date of this Agreement shall be deemed not to interfere with the Executive’s duties and obligations to the Company under this Agreement. The Executive may serve as a member of the board of directors of other corporations, subject to the approval of a majority of the Board, which approval shall not be unreasonably withheld or delayed.\n3.    COMPENSATION.\n3.1    Base Salary. During the Term of Employment, the Executive shall be entitled to receive a base salary payable no less frequently than in equal bi-weekly installments at an annualized rate of no less than $600,000 (the “Base Salary”). The Base Salary shall be reviewed annually for increase (but not decrease) in the discretion of the Board. In conducting any such annual review, the Board shall take into account any change in the Executive’s responsibilities, increases in the compensation of other executives of the Company or any Affiliate (or any comparable competitor(s) of the Company Group), the performance of the Executive, the results and projections of the Company Group and other pertinent factors. Such increased Base Salary shall then constitute the Executive’s “Base Salary” for purposes of this Agreement.\n3.2    Annual Bonus. The Company may pay the Executive an annual bonus (the “Annual Bonus”) for each calendar year ending during the Term of Employment in an amount that will be determined by the Board based on the performance of the Executive and of the business of the Company Group, but with a targeted annual payment amount (based upon achievement of applicable target-level performance) equal to the Target Annual Bonus; provided, however, that the Executive’s Annual Bonus for the calendar year ending December 31, 2017 shall not be less than $600,000. The Annual Bonus awarded to the Executive shall be paid at the same time as annual bonuses are paid to other senior officers of the Company, and in any event no later than March 1 of the year following the calendar year in which such bonus is earned.\n3.3    Equity Incentives. The Executive shall be eligible to participate in the Company’s and the Parent’s long-term incentive plans on terms and amounts to be determined by the Board in its discretion, but with a targeted annual payment amount equal to the Target Annual Equity Incentive.\n3.4    Initial Equity Award. Not later than fifteen days following the Effective Date, the Parent shall grant to the Executive an initial equity grant (the “Initial Equity Award”) as follows: (a) a stock option to acquire shares of the Parent’s common stock, at an exercise price per share equal to the per share price of the Parent’s common stock as of such grant date, with the number of shares subject to such stock option being that necessary to cause the Black-Scholes-Merton value of such stock option on the Pricing Date to be equal to 200% of the Base Salary, which will vest 25% on each of the first four anniversaries of the Effective Date (subject to the Executive’s continued employment on the applicable vesting date); and (b) a number of restricted shares of the Parent equal to 100% of the Base Salary divided by the per share price of the Parent’s common stock as of such grant date, which will vest 50% on each of the third and fourth anniversaries of the Effective Date (subject to the Executive’s continued employment on the applicable vesting date). The Initial Equity Award shall be subject to the terms of the Red Rock Resorts, Inc. 2016 Equity Incentive Plan and the terms of the applicable award agreements.\n4.    EMPLOYEE BENEFIT PROGRAMS.\n4.1    Pension and Welfare Benefit Plans. During the Term of Employment, the Executive and his dependents where applicable shall be entitled to participate in all employee benefit programs made available to the Company’s executives or salaried employees generally, as such programs may be in effect from time to time, including pension and other retirement plans, group life insurance, group health insurance, accidental death and dismemberment insurance, long-term disability, sick leave (including salary continuation arrangements), vacations (of at least four weeks per year), holidays and other employee benefit programs sponsored by the Company; provided, however, that such benefits shall not duplicate the benefits provided pursuant to Section 4.2. Employer agrees, that until such time as the Executive and his dependents where applicable are eligible to participate in the Company’s group health, executive medical, disability and life insurance-related coverage and/or benefits as described in Section 4.2, the Company shall reimburse Executive for the premium payments that the Executive is required to make to the Executive’s prior employer in order to maintain the benefits that the Executive is entitled to receive pursuant to under Section 601 through 607 of the Employee Retirement Income Security Act of 1974, as amended. \n4.2    Additional Pension, Welfare and Other Benefits. During the Term of Employment, the Company shall also provide the Executive and his dependents where applicable with substantially the same group health, executive medical, disability and life insurance-related coverage and/or benefits and tax preparation services as provided to similarly situated executives (other than Frank J. Fertitta III) of the Company as of the Effective Date. \n5.    BUSINESS EXPENSE REIMBURSEMENT. During the Term of Employment, the Executive shall be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him in performing services under this Agreement, subject to providing the proper documentation of said expenses.\n6.    TERMINATION OF EMPLOYMENT.\n6.1    Termination Due to Death or Disability. The Executive’s employment shall be terminated immediately in the event of his death or Disability. In the event of a termination due to the Executive’s death or Disability, the Executive or his estate, as the case may be, shall be entitled, in lieu of any other compensation whatsoever, to:\n(a)    Base Salary at the rate in effect at the time of his termination through the date of termination of employment;\n(b)    any accrued but unpaid vacation or holiday pay through the date of termination of employment; \n(c)    any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;\n(d)    a Pro Rata Annual Bonus for the fiscal year in which death or Disability occurs, payable as specified in Section 3.2;\n(e)    subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and\n(f)    such rights to other compensation and benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and provisions of such plans and programs.\n6.2    Termination by the Company for Cause. The Company may terminate the Executive for Cause at any time during the Term of Employment by giving written notice to the Executive within 90 days of the Company first becoming aware of the existence of Cause, and, unless the Executive takes remedial action resulting in the cessation of Cause within 30 days of receipt of such notification, the Company may terminate his employment for Cause at any time during the 40-day period following the expiration of such 30-day period (or, if such act or failure to act is not susceptible to remedy, during the 40-day period following the Company’s provision of notice regarding the existence of Cause). In the event of a termination for Cause, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:\n(a)    Base Salary at the rate in effect at the time of his termination through the date of termination of employment;\n(b)    any accrued but unpaid vacation or holiday pay through the date of termination of employment;\n(c)    any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;\n(d)    subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and\n(e)    such rights to other benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.\n6.3    Termination by the Executive Without Good Reason. The Executive may terminate his employment on his own initiative for any reason upon 30 days’ prior written notice to the Company; provided, however, that during such notice period, the Executive shall reasonably cooperate with the Company (at no cost to the Executive) in minimizing the effects of such termination on the Company Group. Such termination shall have the same consequences as a termination for Cause under Section 6.2.\n6.4    Termination by the Company Without Cause. Notwithstanding any other provision of this Agreement, the Company may terminate the Executive’s employment without Cause, other than due to death or Disability, at any time during the Term of Employment by giving written notice to the Executive. In the event of such termination, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:\n(a)    Any unpaid Base Salary at the rate in effect at the time of his termination through the date of termination of employment;\n(b)    any accrued but unpaid vacation or holiday pay through the date of termination of employment;\n(c)    subject to Section 7.3, an amount equal to the Executive’s annual Base Salary at the rate in effect at the time of his termination, paid in 12 equal monthly installments;\n(d)    any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;\n(e)    subject to Section 7.3, a Pro-Rata Annual Bonus for the fiscal year in which such termination of employment occurs, payable as specified in Section 3.2;\n(f)    subject to Section 5, reimbursement of expenses incurred but not paid prior to such termination of employment;\n(g)    (i) continuation of the Executive’s group health insurance and long‑term disability insurance, at the level in effect at the time of his termination of employment, through the end of the 12th month following such termination, or (ii) in the event the Company determines that continuation of such coverage is not permitted, a lump-sum payment to the Executive of the economic equivalent thereof (as if the Executive were employed during such period); and\n(h)    such rights to other benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.\n6.5    Termination by the Executive With Good Reason. The Company covenants and agrees that it will not take any action, or fail to take any action, that will provide Good Reason for the Executive to terminate this Agreement. In the event that the Company takes any action, or fails to take any action, in violation of the proceeding sentence, then the Executive shall give, within 90 days of the Executive first becoming aware of the occurrence of such action or failure to act, written notice to the Company of the existence of Good Reason, and, unless the Company takes remedial action resulting in the cessation of Good Reason within 30 days of receipt of such notification, the Executive may terminate his employment for Good Reason at any time during the 40-day period following the expiration of such 30-day period (or, if such act or failure to act is not susceptible to remedy, during the 40-day period following the Executive’s provision of notice regarding the existence of Good Reason). Such termination shall have the same consequences as a termination without Cause under Section 6.4. For the avoidance of doubt, in addition to the provisions set forth in Section 6.4, any unvested Initial Equity Award granted under Section 3.4 as well as any unvested awards granted under Section 3.4 during Term of Employment shall immediately vest upon the termination date to the extent required under the terms of the Red Rock Resorts, Inc. 2016 Equity Incentive Plan.\n7.    CONDITIONS TO PAYMENTS.\n7.1    Timing of Payments. Unless otherwise provided herein or required by law, any payments to which the Executive shall be entitled under Section 6 following the termination of his employment shall be made as promptly as practicable and in no event later than five business days following such termination of employment; provided, however, that any amounts payable pursuant to Section 6.4(a) (or the same amounts payable pursuant to Section 6.5) shall be payable beginning upon the Company’s first ordinary payroll date after the 30th day following the termination of his employment, subject to the satisfaction of the conditions set forth in Section 7.3 prior to such date.\n7.2    No Mitigation; No Offset. In the event of any termination of employment under Section 6, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to the Executive on account of any remuneration attributable to any subsequent employment that the Executive may obtain. Any amounts payable to the Executive are in the nature of severance payments, or liquidated damages, or both, and are not in the nature of a penalty.\n7.3    General Release. No amounts payable to the Executive upon the termination of his employment pursuant to Section 6.4(a) or (c) (or the same amounts payable pursuant to Section 6.5) shall be made to the Executive unless and until he executes a general release substantially in the form annexed to this Agreement as Exhibit A and such general release becomes effective within 30 days after the date of termination pursuant to its terms. If such release does not become effective within the time period prescribed above, the Company’s obligations under Section 6.4(a) or (c) (or the same amounts payable pursuant to Section 6.5) shall cease immediately.\n8.    EXCISE TAX.\n8.1    Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a change in control of the Company or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income and employment taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).\n8.2    In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order (unless reduction in another order is required to avoid adverse consequences under Section 409A of the Code, in which case, reduction will be in such other order): (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payment and payments and benefits due in respect of any equity not subject to Section 409A of the Code, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A of the Code as deferred compensation.\n8.3    For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.\n8.4    At the time that payments are made under this Agreement, the Company will provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations, including any opinions or other advice the Company received from Tax Counsel or the Auditor. If the Executive objects to the Company’s calculations, the Company will pay to the Executive such portion of the Total Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of this Section 8. All determinations required by this Section 8 (or requested by either the Executive or the Company in connection with this Section 8) will be at the expense of the Company. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 8 will not of itself limit or otherwise affect any other rights of the Executive under this Agreement.\n9.    INDEMNIFICATION.\n9.1    General. The Company agrees that if the Executive is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (an “Indemnifiable Action”), by reason of the fact that he is or was a director or officer of the Company or the Parent or is or was serving at the request of the Company or the Parent as a director, officer, member, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Indemnifiable Action is alleged action in an official capacity as a director, officer, member, employee or agent he shall be indemnified and held harmless by the Company and the Parent to the fullest extent authorized by Nevada law and the Company’s and the Parent’s by-laws, as the same exist or may hereafter be amended (but, in the case of any such amendment to the Company’s or the Parent’s by-laws, only to the extent such amendment permits the Company or the Parent to provide broader indemnification rights than the Company’s or the Parent’s by-laws permitted the Company or the Parent to provide before such amendment, as applicable), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith. The indemnification provided to the Executive pursuant to this Section 9 shall be in addition to, and not in lieu of, any indemnification provided to the Executive pursuant to (a) any separate indemnification agreement between the Executive and any member of the Company Group, (b) the Company’s and/or the Parent’s charter and/or bylaws, and/or (c) applicable law; provided that nothing herein or therein shall entitle the Executive to recover any expense, liability or loss more than once.\n9.2    Procedure. The indemnification provided to the Executive pursuant to this Section 9 shall be subject to the following conditions:\n(a)    The Executive must promptly give the Company written notice of any actual or threatened Indemnifiable Action and, upon providing such notice, the Executive shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination; provided, however, that the Executive’s failure to give such notice shall not affect the Company’s obligations hereunder;\n(b)    The Company will be permitted, at its option, to participate in, or to assume, the defense of any Indemnifiable Action, with counsel approved by the Executive; provided, however, that (i) the Executive shall have the right to employ his own counsel in such Indemnifiable Action at the Executive’s expense; and (ii) if (A) the retention of counsel by the Executive has been previously authorized by the Company, (B) the Executive shall have concluded, based on the advice of his legal counsel, that there may be a conflict of interest between the Company and the Executive in the conduct of any such defense, or (C) the Company shall not, in fact, have retained counsel to assume the defense of such Indemnifiable Action, the fees and expenses of the Executive’s counsel shall be at the expense of the Company; and provided, further, that the Company shall not settle any action or claim that would impose any limitation or penalty on the Executive without obtaining the Executive’s prior written consent, which consent shall not be unreasonably withheld;\n(c)    The Executive must provide reasonable cooperation to the Company in the defense of any Indemnifiable Action; and\n(d)    The Executive must refrain from settling any Indemnifiable Action without obtaining the Company’s prior written consent, which consent shall not be unreasonably withheld.\n9.3    Advancement of Costs and Expenses. The Company agrees to advance all costs and expenses referred to in Sections 9.1 and 9.6; provided, however, that the Executive agrees to repay to the Company any amounts so advanced only if, and to the extent that, it shall ultimately be determined by a court of competent jurisdiction that the Executive is not entitled to be indemnified by the Company or the Parent as authorized by this Agreement. The advances to be made hereunder shall be paid by the Company to or on behalf of the Executive within 20 days following delivery of a written request therefor by the Executive to the Company. The Executive’s entitlement to advancement of costs and expenses hereunder shall include those incurred in connection with any action, suit or proceeding by the Executive seeking a determination, adjudication or arbitration in award with respect to his rights and/or obligations under this Section 9.\n9.4    Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending an Indemnifiable Action in advance of its final disposition conferred in this Section 9 shall not be exclusive of any other right which the Executive may have or hereafter may acquire under any statute, provision of the certificate of incorporation or by-laws of the Company or the Parent, agreement, vote of stockholders or disinterested directors or otherwise.\n9.5    D&O Insurance. The Company will maintain a directors’ and officers’ liability insurance policy covering the Executive that provides coverage that is reasonable in relation to the Executive’s position during the Term of Employment.\n9.6    Witness Expenses. Notwithstanding any other provision of this Agreement, the Company and the Parent shall indemnify the Executive if and whenever he is a witness or threatened to be made a witness to any action, suit or proceeding to which the Executive is not a party, by reason of the fact that the Executive is or was a director or officer of the Company or its Affiliates or by reason of anything done or not done by him in such capacity, against all expense, liability and loss incurred or suffered by the Executive in connection therewith; provided, however, that if the Executive is no longer employed by the Company, the Company will compensate him, on an hourly basis, for all time spent (except for time spent actually testifying), at either his then current compensation rate or his Base Salary at the rate in effect as of the termination of his employment, whichever is higher.\n9.7    Survival. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement, regardless of the reason for such termination.\n10.    DUTY OF LOYALTY.\n10.1    General. The Parties hereto understand and agree that the purpose of the restrictions contained in this Section 10 is to protect the goodwill and other legitimate business interests of the Company and its Affiliates and that the Company would not have entered into this Agreement in the absence of such restrictions. The Executive acknowledges and agrees that the restrictions are reasonable and do not, and will not, unduly impair his ability to earn a living after the termination of his employment with the Company.\n10.2    Confidential Information. The Executive understands and acknowledges that Confidential Information constitutes a valuable asset of the Company and its Affiliates and may not be converted to the Executive’s own or any third party’s use. Accordingly, the Executive hereby agrees that he shall not, directly or indirectly, during the Term of Employment or at any time after the termination of his employment, disclose any Confidential Information to any Person not expressly authorized by the Company to receive such Confidential Information. The Executive further agrees that he shall not, directly or indirectly, during the Term of Employment or at any time after the termination of his employment, use or make use of any Confidential Information in connection with any business activity other than that of the Company. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter the Company’s or the Parent’s rights, or the Executive’s obligations, under any state or federal statutory or common law regarding trade secrets and unfair trade practices.\n10.3    Company Property. All Company Property is and shall remain exclusively the property of the Company. Unless authorized in writing to the contrary, the Executive shall promptly, and without charge, deliver to the Company on the termination of employment hereunder, or at any other time the Company may so request, all Company Property that the Executive may then possess or have under his control.\n10.4    Required Disclosure. In the event the Executive is required by law or court order to disclose any Confidential Information or to produce any Company Property, the Executive shall promptly notify the Company of such requirement and provide the Company with a copy of any court order or of any law which requires such disclosure and, if the Company so elects, to the extent permitted by applicable law, give the Company an adequate opportunity, at its own expense, to contest such law or court order prior to any such required disclosure or production by the Executive.\n10.5    Non-Solicitation of Employees. The Executive agrees that, during the Restricted Period, he will not, directly or indirectly, for himself, or as agent, or on behalf of or in conjunction with any other person, firm, partnership, corporation or other entity, induce or entice any employee of the Company or any Affiliate to leave such employment, or otherwise hire or retain any employee of the Company or any Affiliate, or cause or assist anyone else in doing so. For the purposes of this Section 10.5, the term “employee” shall include consultants and independent contractors, and shall be deemed to include current employees and any employee who left the employ of the Company or any Affiliate within six months prior to any such inducement or enticement or hiring or retention of that person. The term “employee” as used in this Section 10.5 does not include the Executive’s executive assistant.\n10.6    Non-Competition. The Executive agrees that, during the Restricted Period, the Executive shall not, without the express written consent of the Board, directly or indirectly enter the employ of, act as a consultant to or otherwise render any services on behalf of, act as a lender to, or be a director, officer, principal, agent, stockholder, member, owner or partner of, or permit the Executive’s name to be used in connection with the activities of any other business, organization or third party engaged in the gaming industry or otherwise in the same business as the Company or any Affiliate and that directly or indirectly conducts its business in the Restricted Area.\n10.7    Remedies. The Executive and the Company acknowledge that the covenants contained in this Section 10 are reasonable under the circumstances. Accordingly, if, in the opinion of any court of competent jurisdiction, any such covenant is not reasonable in any respect, such court will have the right, power and authority to sever or modify any provision or provisions of such covenants as to the court will appear not reasonable and to enforce the remainder of the covenants as so amended. The Executive further acknowledges that the remedy at law available to the Company Group for breach of any of the Executive’s obligations under this Section 10 may be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, in addition to any other rights or remedies that the Company Group may have at law, in equity or under this Agreement, upon proof of the Executive’s violation of any such provision of this Agreement, the Company Group will be entitled to seek immediate injunctive relief and may seek a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage or the posting of any bond.\n10.8    Survival. The Executive agrees that the provisions of this Section 10 shall survive the termination of this Agreement and the termination of the Executive’s employment to the extent provided above.\n11.    DISPUTE RESOLUTION; FEES. Except as otherwise provided in Section 9.3, the Parties agree that in the event any Party finds it necessary to initiate any legal action to obtain any payments, benefits or rights provided by this Agreement to such Party, the other Party shall reimburse such Party for all attorney’s fees and other related expenses incurred by him or it to the extent such Party is successful in such action.\n12.    NOTICES. All notices, demands and requests required or permitted to be given to a Party under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give notice of:\n13.    BENEFICIARIES/REFERENCES. The Executive shall be entitled to select a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death, and may change such election, by giving the Company written notice thereof. In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.\n14.    SURVIVORSHIP. The respective rights and obligations of the Parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations, whether or not survival is specifically set forth in the applicable provisions. The provisions of this Section 14 are in addition to the survivorship provisions of any other Section of this Agreement.\n15.    REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants that he or it is fully authorized and empowered to enter into this Agreement and that the performance of his or its obligations under this Agreement will not violate any agreement between that Party and any other Person.\n16.    ENTIRE AGREEMENT. This Agreement contains the entire agreement among the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among the Parties with respect thereto. No representations, inducements, promises or agreements not embodied herein shall be of any force or effect.\n17.    ASSIGNABILITY; BINDING NATURE. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.\n18.    AMENDMENT OR WAIVER. No provision in this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by all Parties. No waiver by one Party of any breach by any other Party of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. No failure of the Company to exercise any power given it hereunder or to insist upon strict compliance by the Executive with any obligation hereunder, and no custom or practice at variance with the terms hereof, shall constitute a waiver of the right of the Company to demand strict compliance with the terms hereof.\n19.    SEVERABILITY. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. Without limiting the generality of the immediately preceding sentence, in the event that a court of competent jurisdiction or an arbitrator appointed in accordance with Section 21 determines that the provisions of this Agreement would be unenforceable as written because they cover too extensive a geographic area, too broad a range of activities or too long a period of time, or otherwise, then such provisions will automatically be modified to cover the maximum geographic area, range of activities and period of time as may be enforceable, and, in addition, such court or arbitrator (as applicable) is hereby expressly authorized to so modify this Agreement and to enforce it as so modified.\n20.    SECTION 409A. Notwithstanding anything in this Agreement to the contrary, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. \n21.    MUTUAL ARBITRATION AGREEMENT.\n21.1    Arbitrable Claims. All disputes between the Executive (and his attorneys, successors, and assigns) and the Company (and its trustees, beneficiaries, officers, directors, managers, affiliates, employees, agents, successors, attorneys, and assigns) relating in any manner whatsoever to the employment or termination of the Executive, including all disputes arising under this Agreement (“Arbitrable Claims”), shall be resolved by binding arbitration as set forth in this Section 21 (the “Mutual Arbitration Agreement”). Arbitrable Claims shall include claims for compensation, claims for breach of any contract or covenant (express or implied), and tort claims of all kinds, as well as all claims based on any federal, state, or local law, statute or regulation, but shall not include the Company’s right to seek injunctive relief as provided in Section 10.7. Arbitration shall be final and binding upon the Parties and shall be the exclusive remedy for all Arbitrable Claims. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JUDGE OR JURY IN REGARD TO ARBITRABLE CLAIMS, EXCEPT AS PROVIDED BY SECTION 21.4.\n21.2    Procedure. Arbitration of Arbitrable Claims shall be in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, as amended, and as augmented in this Agreement. Either Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, neither Party shall initiate or prosecute any lawsuit, appeal or administrative action in any way related to an Arbitrable Claim. The initiating Party must file and serve an arbitration claim within 60 days of learning the facts giving rise to the alleged claim. All arbitration hearings under this Agreement shall be conducted in Las Vegas, Nevada. The Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement. Subject to Section 11, the fees of the arbitrator shall be divided equally between both Parties.\n21.3    Confidentiality. All proceedings and all documents prepared in connection with any Arbitrable Claim shall be confidential and, unless otherwise required by law, the subject matter and content thereof shall not be disclosed to any Person other than the Parties, their counsel, witnesses and experts, the arbitrator and, if involved, the court and court staff.\n21.4    Applicability. This Section 21 shall apply to all disputes under this Agreement other than disputes relating to the enforcement of the Company’s rights under Section 10 of this Agreement.\n21.5    Acknowledgements. The Executive acknowledges that he:\n(a)    has carefully read this Section 21;\n(b)    understands its terms and conditions; and\n(c)    has entered into this Mutual Arbitration Agreement voluntarily and not in reliance on any promises or representations made by the Company other than those contained in this Mutual Arbitration Agreement.\n22.    GOVERNING LAW. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada without reference to the principles of conflict of laws thereof. In the event of any dispute or controversy arising out of or relating to this Agreement that is not an Arbitrable Claim, the Parties mutually and irrevocably consent to, and waive any objection to, the exclusive jurisdiction of any court of competent jurisdiction in Clark County, Nevada, to resolve such dispute or controversy.\n23.    HEADINGS; INTERPRETATION. The headings of the Sections and Sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement. The word “including” (in its various forms) means including without limitation. All references in this Agreement to “days” refer to “calendar days” unless otherwise specified.\n24.    CLAWBACK. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with any member of the Company Group or any Affiliate, which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be \n25.    WITHHOLDING. The Company and any Affiliate will have the right to withhold from any amount payable hereunder any federal, state, city, local, foreign or other taxes in order for the Company or any Affiliate to satisfy any withholding tax obligation it may have under any applicable law, regulation or ruling.\n26.    GUARANTEE. The Parent and Station Holdco LLC, to the fullest extent permitted by applicable law, hereby irrevocably and unconditionally guarantees to the Executive the prompt performance and payment in full when due of all obligations of the Company to the Executive under this Agreement. \n27.    COUNTERPARTS. This Agreement may be executed in counterparts, including by email delivery of a scanned signature page in pdf or tiff format, each of which shall be deemed an original and all of which shall constitute one and the same Agreement with the same effect as if all Parties had signed the same signature page. Any signature page of this Agreement may be delivered detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages.\n1.    RELEASE AND COVENANT. THE EXECUTIVE, OF HIS OWN FREE WILL, VOLUNTARILY RELEASES AND FOREVER DISCHARGES THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE PAST AND PRESENT AGENTS, EMPLOYEES, MANAGERS, REPRESENTATIVES, OFFICERS, DIRECTORS, ATTORNEYS, ACCOUNTANTS, TRUSTEES, SHAREHOLDERS, PARTNERS, INSURERS, HEIRS, PREDECESSORS-IN-INTEREST, ADVISORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM, AND COVENANTS NOT TO SUE OR PROCEED AGAINST ANY OF THE FOREGOING ON THE BASIS OF, ANY AND ALL PAST OR PRESENT CAUSES OF ACTION, SUITS, AGREEMENTS OR OTHER RIGHTS OR CLAIMS WHICH THE EXECUTIVE, HIS DEPENDENTS, RELATIVES, HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS HAS OR HAVE AGAINST ANY OF THE RELEASED PARTIES UPON OR BY REASON OF ANY MATTER ARISING OUT OF HIS EMPLOYMENT BY THE COMPANY AND ITS SUBSIDIARIES AND THE CESSATION OF SAID EMPLOYMENT, AND INCLUDING, BUT NOT LIMITED TO, ANY ALLEGED VIOLATION OF THE CIVIL RIGHTS ACTS OF 1964 AND 1991, THE EQUAL PAY ACT OF 1963, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (INCLUDING THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990), THE REHABILITATION ACT OF 1973, THE FAMILY AND MEDICAL LEAVE ACT OF 1993, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE EMPLOYMENT RETIREMENT INCOME SECURITY ACT OF 1974, THE NEVADA FAIR EMPLOYMENT PRACTICES ACT, THE LABOR LAWS OF THE UNITED STATES AND NEVADA, AND ANY OTHER FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDINANCE, OR PUBLIC POLICY, CONTRACT OR TORT LAW, HAVING ANY BEARING WHATSOEVER ON THE TERMS AND CONDITIONS OR CESSATION OF HIS EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES. THIS RELEASE DOES NOT AFFECT ANY RIGHTS THE EXECUTIVE MAY HAVE TO FILE A CHARGE WITH ANY FEDERAL OR STATE ADMINISTRATIVE AGENCY; PROVIDED, HOWEVER, THAT THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE IS NOT ENTITLED TO ANY PERSONAL RECOVERY IN ANY SUCH AGENCY PROCEEDINGS.\n2.    DUE CARE. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS RECEIVED A COPY OF THIS RELEASE PRIOR TO ITS EXECUTION AND HAS BEEN ADVISED HEREBY OF HIS OPPORTUNITY TO REVIEW AND CONSIDER THIS RELEASE FOR TWENTY-ONE (21) DAYS PRIOR TO ITS EXECUTION. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS BEEN ADVISED HEREBY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE. THE EXECUTIVE ENTERS INTO THIS RELEASE HAVING FREELY AND KNOWINGLY ELECTED, AFTER DUE CONSIDERATION, TO EXECUTE THIS RELEASE AND TO FULFILL THE PROMISES SET FORTH HEREIN. THIS RELEASE SHALL BE REVOCABLE BY THE EXECUTIVE DURING THE SEVEN (7) DAY PERIOD FOLLOWING ITS EXECUTION, AND SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD. IN THE EVENT OF SUCH A REVOCATION, THE EXECUTIVE SHALL NOT BE ENTITLED TO THE CONSIDERATION FOR THIS RELEASE SET FORTH ABOVE.\n3.    RELIANCE BY THE EXECUTIVE. THE EXECUTIVE ACKNOWLEDGES THAT, IN HIS DECISION TO ENTER INTO THIS RELEASE, HE HAS NOT RELIED ON ANY REPRESENTATIONS, PROMISES OR ARRANGEMENT OF ANY KIND, INCLUDING ORAL STATEMENTS BY REPRESENTATIVES OF THE COMPANY, EXCEPT AS SET FORTH IN THIS RELEASE.\n4.    MISCELLANEOUS. THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF. IF ANY PROVISION OF THIS RELEASE IS HELD INVALID OR UNENFORCEABLE FOR ANY REASON, THE REMAINING PROVISIONS SHALL BE CONSTRUED AS IF THE INVALID OR UNENFORCEABLE PROVISION HAD NOT BEEN INCLUDED."} +{"idx": 67, "level": 3, "span": "(a)    The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a Permitted Holder, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then-outstanding securities entitled to vote generally in the election of members of the Board (the “Voting Power”) at such time; provided that the following acquisitions shall not constitute a Change in Control: (i) any such acquisition directly from the Parent; (ii) any such acquisition by the Parent; (iii) any such acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent or any of its subsidiaries; or (iv) any such acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) below; or"} +{"idx": 67, "level": 3, "span": "(b)    individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, that any individual becoming a director subsequent to the Effective Date, whose election, or nomination for election by the Parent’s stockholders, was approved by a vote of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Parent in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than either the Board or any Permitted Holder; or"} +{"idx": 67, "level": 3, "span": "(c)    consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Parent (a “Business Combination”), in each case, unless following such Business Combination, (i) either (A) Permitted Holders or (B) all or substantially all of the individuals and entities who were the beneficial owners of the Voting Power immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such transaction (including an entity that, as a result of such transaction, owns the Parent or substantially all of the Parent’s assets either directly or through one or more subsidiaries) and, in the case of the foregoing clause (B), in substantially the same proportions relative to each other as their ownership immediately prior to such transaction of the securities representing the Voting Power, (ii) no Person (excluding any Permitted Holder, any entity resulting from such transaction or any employee benefit plan (or related trust) sponsored or maintained by the Parent or such entity resulting from such transaction) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such transaction, or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to such transaction, and (iii) at least a majority of the members of the board of directors of the entity resulting from such transaction were members of the Incumbent Board at the time of the execution of the initial agreement with respect to, or the action of the Board providing for, such transaction; or"} +{"idx": 67, "level": 3, "span": "(d)    approval by the stockholders of the Parent of a complete liquidation or dissolution of the Parent."} +{"idx": 67, "level": 3, "span": "(a)    the Executive suffers a material reduction in the authorities, duties or responsibilities associated with his position as described in Section 2.3, or the Executive is assigned any duties or responsibilities that are inconsistent with the scope of duties and responsibilities associated with the Executive’s position as described in Section 2.3;"} +{"idx": 67, "level": 3, "span": "(b)    the Executive is required to relocate from, or maintain his principal office outside of, Las Vegas, Nevada;"} +{"idx": 67, "level": 3, "span": "(c)    the Executive’s Base Salary is decreased by the Company;"} +{"idx": 67, "level": 3, "span": "(d)    the Company discontinues its bonus plan and equity incentive plan in which the Executive participates without immediately replacing such bonus plan and equity plan with plans that are the substantial economic equivalent of such bonus plan and equity plan, or amends such bonus plan and equity plan so as to materially reduce the Executive’s potential bonus and equity incentives at any given level of economic performance of the Company;"} +{"idx": 67, "level": 3, "span": "(e)    the Company materially reduces the Employee Benefits Program provided to the Executive as described in Section 4 and such reduction does not also apply to similarly situated executives (other than Frank J\nFertitta III) of the Company;"} +{"idx": 67, "level": 3, "span": "(f)    the Company or the Parent materially breaches this Agreement; or"} +{"idx": 67, "level": 3, "span": "(g)    the Company fails to obtain a written agreement satisfactory to the Executive from any successor or assign of the Company to assume and perform this Agreement."} +{"idx": 67, "level": 2, "span": "2.    TERM OF EMPLOYMENT, POSITIONS AND RESPONSIBILITIES."} +{"idx": 67, "level": 2, "span": "3.    COMPENSATION."} +{"idx": 67, "level": 2, "span": "4.    EMPLOYEE BENEFIT PROGRAMS."} +{"idx": 67, "level": 2, "span": "5.    BUSINESS EXPENSE REIMBURSEMENT\nDuring the Term of Employment, the Executive shall be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him in performing services under this Agreement, subject to providing the proper documentation of said expenses."} +{"idx": 67, "level": 2, "span": "6.    TERMINATION OF EMPLOYMENT."} +{"idx": 67, "level": 3, "span": "(a)    Base Salary at the rate in effect at the time of his termination through the date of termination of employment;"} +{"idx": 67, "level": 3, "span": "(b)    any accrued but unpaid vacation or holiday pay through the date of termination of employment;"} +{"idx": 67, "level": 3, "span": "(c)    any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;"} +{"idx": 67, "level": 3, "span": "(d)    a Pro Rata Annual Bonus for the fiscal year in which death or Disability occurs, payable as specified in Section 3.2;"} +{"idx": 67, "level": 3, "span": "(e)    subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and"} +{"idx": 67, "level": 3, "span": "(f)    such rights to other compensation and benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and provisions of such plans and programs."} +{"idx": 67, "level": 3, "span": "(a)    Base Salary at the rate in effect at the time of his termination through the date of termination of employment;"} +{"idx": 67, "level": 3, "span": "(b)    any accrued but unpaid vacation or holiday pay through the date of termination of employment;"} +{"idx": 67, "level": 3, "span": "(c)    any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;"} +{"idx": 67, "level": 3, "span": "(d)    subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and"} +{"idx": 67, "level": 3, "span": "(e)    such rights to other benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs."} +{"idx": 67, "level": 3, "span": "(a)    Any unpaid Base Salary at the rate in effect at the time of his termination through the date of termination of employment;"} +{"idx": 67, "level": 3, "span": "(b)    any accrued but unpaid vacation or holiday pay through the date of termination of employment;"} +{"idx": 67, "level": 3, "span": "(c)    subject to Section 7.3, an amount equal to the Executive’s annual Base Salary at the rate in effect at the time of his termination, paid in 12 equal monthly installments;"} +{"idx": 67, "level": 3, "span": "(d)    any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;"} +{"idx": 67, "level": 3, "span": "(e)    subject to Section 7.3, a Pro-Rata Annual Bonus for the fiscal year in which such termination of employment occurs, payable as specified in Section 3.2;"} +{"idx": 67, "level": 3, "span": "(f)    subject to Section 5, reimbursement of expenses incurred but not paid prior to such termination of employment;"} +{"idx": 67, "level": 3, "span": "(g)    (i) continuation of the Executive’s group health insurance and long‑term disability insurance, at the level in effect at the time of his termination of employment, through the end of the 12th month following such termination, or (ii) in the event the Company determines that continuation of such coverage is not permitted, a lump-sum payment to the Executive of the economic equivalent thereof (as if the Executive were employed during such period); and"} +{"idx": 67, "level": 3, "span": "(h)    such rights to other benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs."} +{"idx": 67, "level": 2, "span": "7.    CONDITIONS TO PAYMENTS."} +{"idx": 67, "level": 2, "span": "8.    EXCISE TAX."} +{"idx": 67, "level": 2, "span": "9.    INDEMNIFICATION."} +{"idx": 67, "level": 3, "span": "(a)    The Executive must promptly give the Company written notice of any actual or threatened Indemnifiable Action and, upon providing such notice, the Executive shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination; provided, however, that the Executive’s failure to give such notice shall not affect the Company’s obligations hereunder;"} +{"idx": 67, "level": 3, "span": "(b)    The Company will be permitted, at its option, to participate in, or to assume, the defense of any Indemnifiable Action, with counsel approved by the Executive; provided, however, that (i) the Executive shall have the right to employ his own counsel in such Indemnifiable Action at the Executive’s expense; and (ii) if (A) the retention of counsel by the Executive has been previously authorized by the Company, (B) the Executive shall have concluded, based on the advice of his legal counsel, that there may be a conflict of interest between the Company and the Executive in the conduct of any such defense, or (C) the Company shall not, in fact, have retained counsel to assume the defense of such Indemnifiable Action, the fees and expenses of the Executive’s counsel shall be at the expense of the Company; and provided, further, that the Company shall not settle any action or claim that would impose any limitation or penalty on the Executive without obtaining the Executive’s prior written consent, which consent shall not be unreasonably withheld;"} +{"idx": 67, "level": 3, "span": "(c)    The Executive must provide reasonable cooperation to the Company in the defense of any Indemnifiable Action; and"} +{"idx": 67, "level": 3, "span": "(d)    The Executive must refrain from settling any Indemnifiable Action without obtaining the Company’s prior written consent, which consent shall not be unreasonably withheld."} +{"idx": 67, "level": 2, "span": "10.    DUTY OF LOYALTY."} +{"idx": 67, "level": 2, "span": "11.    DISPUTE RESOLUTION; FEES\nExcept as otherwise provided in Section 9.3, the Parties agree that in the event any Party finds it necessary to initiate any legal action to obtain any payments, benefits or rights provided by this Agreement to such Party, the other Party shall reimburse such Party for all attorney’s fees and other related expenses incurred by him or it to the extent such Party is successful in such action."} +{"idx": 67, "level": 2, "span": "12.    NOTICES\nAll notices, demands and requests required or permitted to be given to a Party under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give notice of:"} +{"idx": 67, "level": 2, "span": "13.    BENEFICIARIES/REFERENCES\nThe Executive shall be entitled to select a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death, and may change such election, by giving the Company written notice thereof. In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative."} +{"idx": 67, "level": 2, "span": "14.    SURVIVORSHIP\nThe respective rights and obligations of the Parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations, whether or not survival is specifically set forth in the applicable provisions. The provisions of this Section 14 are in addition to the survivorship provisions of any other Section of this Agreement."} +{"idx": 67, "level": 2, "span": "15.    REPRESENTATIONS AND WARRANTIES\nEach Party represents and warrants that he or it is fully authorized and empowered to enter into this Agreement and that the performance of his or its obligations under this Agreement will not violate any agreement between that Party and any other Person."} +{"idx": 67, "level": 2, "span": "16.    ENTIRE AGREEMENT\nThis Agreement contains the entire agreement among the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among the Parties with respect thereto. No representations, inducements, promises or agreements not embodied herein shall be of any force or effect."} +{"idx": 67, "level": 2, "span": "17.    ASSIGNABILITY; BINDING NATURE\nThis Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law."} +{"idx": 67, "level": 2, "span": "18.    AMENDMENT OR WAIVER\nNo provision in this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by all Parties. No waiver by one Party of any breach by any other Party of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. No failure of the Company to exercise any power given it hereunder or to insist upon strict compliance by the Executive with any obligation hereunder, and no custom or practice at variance with the terms hereof, shall constitute a waiver of the right of the Company to demand strict compliance with the terms hereof."} +{"idx": 67, "level": 2, "span": "19.    SEVERABILITY\nIn the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. Without limiting the generality of the immediately preceding sentence, in the event that a court of competent jurisdiction or an arbitrator appointed in accordance with Section 21 determines that the provisions of this Agreement would be unenforceable as written because they cover too extensive a geographic area, too broad a range of activities or too long a period of time, or otherwise, then such provisions will automatically be modified to cover the maximum geographic area, range of activities and period of time as may be enforceable, and, in addition, such court or arbitrator (as applicable) is hereby expressly authorized to so modify this Agreement and to enforce it as so modified."} +{"idx": 67, "level": 2, "span": "20.    SECTION 409A\nNotwithstanding anything in this Agreement to the contrary, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit."} +{"idx": 67, "level": 2, "span": "21.    MUTUAL ARBITRATION AGREEMENT."} +{"idx": 67, "level": 3, "span": "(a)    has carefully read this Section 21;"} +{"idx": 67, "level": 3, "span": "(b)    understands its terms and conditions; and"} +{"idx": 67, "level": 3, "span": "(c)    has entered into this Mutual Arbitration Agreement voluntarily and not in reliance on any promises or representations made by the Company other than those contained in this Mutual Arbitration Agreement."} +{"idx": 67, "level": 2, "span": "22.    GOVERNING LAW\nThis Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada without reference to the principles of conflict of laws thereof. In the event of any dispute or controversy arising out of or relating to this Agreement that is not an Arbitrable Claim, the Parties mutually and irrevocably consent to, and waive any objection to, the exclusive jurisdiction of any court of competent jurisdiction in Clark County, Nevada, to resolve such dispute or controversy."} +{"idx": 67, "level": 2, "span": "23.    HEADINGS; INTERPRETATION\nThe headings of the Sections and Sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement. The word “including” (in its various forms) means including without limitation. All references in this Agreement to “days” refer to “calendar days” unless otherwise specified."} +{"idx": 67, "level": 2, "span": "24.    CLAWBACK\nNotwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with any member of the Company Group or any Affiliate, which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be"} +{"idx": 67, "level": 2, "span": "25.    WITHHOLDING\nThe Company and any Affiliate will have the right to withhold from any amount payable hereunder any federal, state, city, local, foreign or other taxes in order for the Company or any Affiliate to satisfy any withholding tax obligation it may have under any applicable law, regulation or ruling."} +{"idx": 67, "level": 2, "span": "26.    GUARANTEE\nThe Parent and Station Holdco LLC, to the fullest extent permitted by applicable law, hereby irrevocably and unconditionally guarantees to the Executive the prompt performance and payment in full when due of all obligations of the Company to the Executive under this Agreement."} +{"idx": 67, "level": 2, "span": "27.    COUNTERPARTS\nThis Agreement may be executed in counterparts, including by email delivery of a scanned signature page in pdf or tiff format, each of which shall be deemed an original and all of which shall constitute one and the same Agreement with the same effect as if all Parties had signed the same signature page. Any signature page of this Agreement may be delivered detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages."} +{"idx": 67, "level": 2, "span": "1.    RELEASE AND COVENANT\nTHE EXECUTIVE, OF HIS OWN FREE WILL, VOLUNTARILY RELEASES AND FOREVER DISCHARGES THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE PAST AND PRESENT AGENTS, EMPLOYEES, MANAGERS, REPRESENTATIVES, OFFICERS, DIRECTORS, ATTORNEYS, ACCOUNTANTS, TRUSTEES, SHAREHOLDERS, PARTNERS, INSURERS, HEIRS, PREDECESSORS-IN-INTEREST, ADVISORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM, AND COVENANTS NOT TO SUE OR PROCEED AGAINST ANY OF THE FOREGOING ON THE BASIS OF, ANY AND ALL PAST OR PRESENT CAUSES OF ACTION, SUITS, AGREEMENTS OR OTHER RIGHTS OR CLAIMS WHICH THE EXECUTIVE, HIS DEPENDENTS, RELATIVES, HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS HAS OR HAVE AGAINST ANY OF THE RELEASED PARTIES UPON OR BY REASON OF ANY MATTER ARISING OUT OF HIS EMPLOYMENT BY THE COMPANY AND ITS SUBSIDIARIES AND THE CESSATION OF SAID EMPLOYMENT, AND INCLUDING, BUT NOT LIMITED TO, ANY ALLEGED VIOLATION OF THE CIVIL RIGHTS ACTS OF 1964 AND 1991, THE EQUAL PAY ACT OF 1963, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (INCLUDING THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990), THE REHABILITATION ACT OF 1973, THE FAMILY AND MEDICAL LEAVE ACT OF 1993, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE EMPLOYMENT RETIREMENT INCOME SECURITY ACT OF 1974, THE NEVADA FAIR EMPLOYMENT PRACTICES ACT, THE LABOR LAWS OF THE UNITED STATES AND NEVADA, AND ANY OTHER FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDINANCE, OR PUBLIC POLICY, CONTRACT OR TORT LAW, HAVING ANY BEARING WHATSOEVER ON THE TERMS AND CONDITIONS OR CESSATION OF HIS EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES. THIS RELEASE DOES NOT AFFECT ANY RIGHTS THE EXECUTIVE MAY HAVE TO FILE A CHARGE WITH ANY FEDERAL OR STATE ADMINISTRATIVE AGENCY; PROVIDED, HOWEVER, THAT THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE IS NOT ENTITLED TO ANY PERSONAL RECOVERY IN ANY SUCH AGENCY PROCEEDINGS."} +{"idx": 67, "level": 2, "span": "2.    DUE CARE\nTHE EXECUTIVE ACKNOWLEDGES THAT HE HAS RECEIVED A COPY OF THIS RELEASE PRIOR TO ITS EXECUTION AND HAS BEEN ADVISED HEREBY OF HIS OPPORTUNITY TO REVIEW AND CONSIDER THIS RELEASE FOR TWENTY-ONE (21) DAYS PRIOR TO ITS EXECUTION. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS BEEN ADVISED HEREBY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE. THE EXECUTIVE ENTERS INTO THIS RELEASE HAVING FREELY AND KNOWINGLY ELECTED, AFTER DUE CONSIDERATION, TO EXECUTE THIS RELEASE AND TO FULFILL THE PROMISES SET FORTH HEREIN. THIS RELEASE SHALL BE REVOCABLE BY THE EXECUTIVE DURING THE SEVEN (7) DAY PERIOD FOLLOWING ITS EXECUTION, AND SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD. IN THE EVENT OF SUCH A REVOCATION, THE EXECUTIVE SHALL NOT BE ENTITLED TO THE CONSIDERATION FOR THIS RELEASE SET FORTH ABOVE."} +{"idx": 67, "level": 2, "span": "3.    RELIANCE BY THE EXECUTIVE\nTHE EXECUTIVE ACKNOWLEDGES THAT, IN HIS DECISION TO ENTER INTO THIS RELEASE, HE HAS NOT RELIED ON ANY REPRESENTATIONS, PROMISES OR ARRANGEMENT OF ANY KIND, INCLUDING ORAL STATEMENTS BY REPRESENTATIVES OF THE COMPANY, EXCEPT AS SET FORTH IN THIS RELEASE."} +{"idx": 67, "level": 2, "span": "4.    MISCELLANEOUS\nTHIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF. IF ANY PROVISION OF THIS RELEASE IS HELD INVALID OR UNENFORCEABLE FOR ANY REASON, THE REMAINING PROVISIONS SHALL BE CONSTRUED AS IF THE INVALID OR UNENFORCEABLE PROVISION HAD NOT BEEN INCLUDED."} +{"idx": 68, "level": 0, "span": "CREDIT\nAGREEMENT\ndated as of\nApril 27, 2017\namong"} +{"idx": 68, "level": 1, "span": "ROSEHILL OPERATING COMPANY, LLC\n, \nas Borrower,"} +{"idx": 68, "level": 1, "span": "PNC BANK,\nNATIONAL ASSOCIATION\n, \nas Administrative Agent,\nand\nthe Lenders party hereto"} +{"idx": 68, "level": 1, "span": "PNC CAPITAL MARKETS LLC\nSole Lead Arranger and Sole Book Runner"} +{"idx": 68, "level": 1, "span": "TABLE OF CONTENTS"} +{"idx": 68, "level": 1, "span": "ANNEXES, EXHIBITS AND SCHEDULES"} +{"idx": 68, "level": 1, "span": "THIS CREDIT AGREEMENT dated as of April 27, 2017, is among ROSEHILL OPERATING\nCOMPANY, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), each of the Lenders from time to time party hereto and PNC BANK, NATIONAL ASSOCIATION\n (in its individual\ncapacity, “PNC Bank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”). "} +{"idx": 68, "level": 1, "span": "R E C I T A L S\nA.    The Borrower has requested that the Lenders provide certain loans to and extensions of credit on behalf and each\nIssuing Bank provide Letters of Credit, and the Lenders have indicated their willingness to lend and each Issuing Bank has indicated its willingness to issue Letters of Credit, in each case subject to the terms and conditions of this Agreement.\nB.    In consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and\ncommitments hereinafter referred to, the parties hereto agree as follows:"} +{"idx": 68, "level": 2, "span": "ARTICLE I"} +{"idx": 68, "level": 2, "span": "DEFINITIONS AND ACCOUNTING MATTERS\nSection 1.01    Terms Defined Above. As used in this Agreement, each term defined above has the meaning\nindicated above.\nSection 1.02    Certain Defined Terms. As used in this Agreement, the following terms\nhave the meanings specified below:\n“Administrative Agent” has the meaning set forth in the preamble hereto.\n“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.\n“Assignee” has the meaning assigned to such term in\nSection 12.04(b).\n“Assignment and Assumption” means an assignment and assumption entered into\nby a Lender and an assignee (with the consent of any party whose consent is required by Section 12.04(b)), and accepted by the Administrative Agent, substantially in the form of Exhibit G or any\nother form approved by the Administrative Agent.\n“Availability Period” means the period from and including the Effective\nDate to but excluding the Termination Date.\n“Bail-In Action” means the\nexercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.\n“Bail-In Legislation” means, with\nrespect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the\nEU Bail-In Legislation Schedule.\n“Base Rate” means, for any day, a fluctuating\nper annum rate of interest equal to the highest of (i) the Federal Funds Effective Rate, plus 0.5%, (ii) the Prime Rate, and (iii) the Daily LIBOR Rate, plus 1.0%. Any change in the Base Rate (or any component thereof)\nshall take effect at the opening of business on the day such change occurs.\n“Base Rate Borrowing” with respect to any\nBorrowing, refers to whether the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Base Rate.\n“Base Rate Loan” with respect to any Loan, refers to whether such Loan is bearing interest at a rate determined by reference\nto the Base Rate.\n“Board” means the Board of Governors of the Federal Reserve System of the United States of America or\nany successor Governmental Authority.\n“Borrowing” means Loans of the same Type, made, converted or continued on the same\ndate and, in the case of LIBOR Rate Loans, as to which a single Interest Period is in effect.\n“Borrowing Base” means at\nany time an amount determined in accordance with Section 2.07, as the same may be adjusted from time to time pursuant to the Borrowing Base Adjustment Provisions.\n“Borrowing Base Adjustment Provisions” means Section 2.07(e),\nSection 8.13(c) and Section 9.11(e) and any other provisions hereunder which adjust the amount of the Borrowing Base.\n“Borrowing Base Deficiency” occurs if, at any time the aggregate Revolving Credit Exposures for all Lenders exceeds the\nBorrowing Base then in effect. The amount of the Borrowing Base Deficiency at such time is the amount by which the aggregate Revolving Credit Exposures of all Lenders at such time exceeds the Borrowing Base in effect at such time.\n“Borrowing Base Properties” means the Oil and Gas Properties of the Loan Parties included in the Initial Reserve Report and\nthereafter in the most recently delivered Reserve Report delivered pursuant to Section 8.12.\n“Borrowing\nBase Utilization Percentage” means, as of any day, the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the total Commitments\nin effect on such day.\n“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with\nSection 2.03.\n“Business Combination Documents” means the Business Combination Agreement by and\namong KLRE and Tema, dated as of December 20, 2016 (as amended prior to the date hereof), and all other agreements and documents entered into by any Loan Party in connection therewith or in order to facilitate or consummate the transactions\ncontemplated thereby.\n“Business Combination Transaction” means the reorganization transactions described in the Business\nCombination Agreement, including the contribution by Tema of certain assets to Borrower and the contribution of certain cash and shares by KLRE to Borrower in exchange for certain Equity Interests in the Borrower.\n“Business Day” means any day that is not a Saturday, Sunday or other day on\nwhich commercial banks in Pittsburgh, Pennsylvania, are authorized or required by law to remain closed; and if such day relates to a Borrowing or continuation of, a payment or prepayment of principal of or interest on, or a conversion of or into, or\nthe Interest Period for, a LIBOR Rate Loan or a notice by the Borrower with respect to any such Borrowing or continuation, payment, prepayment, conversion or Interest Period, any day which is also a day on which banks are open for dealings in dollar\ndeposits in the London interbank market.\n“Capital Leases” means, in respect of any Person, all leases that are or should\nbe, in accordance with GAAP, recorded as capital leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder. Any lease that was treated as an operating lease under GAAP at the time it was\nentered into that later becomes a capital lease as a result of a change in GAAP during the life of such lease, including any renewals, shall be treated as an operating lease for all purposes under this Agreement, and any lease that was treated as a\ncapital lease under GAAP at the time it was entered into that later becomes an operating lease as a result of a change in GAAP during the life of such lease, including any renewals, shall be treated as a capital lease for all purposes under this\nAgreement.\n“Cash Collateralize” means, to pledge and deposit with or deliver to the Administrative Agent (in a manner\nreasonably satisfactory to the Administrative Agent, which may require such deposit to be made into a controlled account), for the benefit of any Issuing Bank or the Lenders, as collateral for LC Exposure or obligations of the Lenders to fund\nparticipations in respect of LC Exposure, cash or deposit account balances or, if the Administrative Agent and each Issuing Bank shall agree, in their sole discretion, other credit support, in each case pursuant to documentation in form and\nsubstance satisfactory to the Administrative Agent and each Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral and other credit support.\n“Cash Management Services” means (a) commercial credit cards, merchant card services, purchase or debit cards, including\nnon-card e-payables services, (b) treasury management services (including controlled disbursement, overdraft, automated clearing house services, return items,\ninterstate depository network services, electronic funds transfer services, lockbox services and stop payment services), (c) any other demand deposit or operating account relationships and (d) any other cash management services, including\nfor collections and for operating, payroll and trust accounts of the Borrower or any of the Borrower’s Subsidiaries.\n“Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent\ndomain or by condemnation or similar proceeding of, any Property of any Loan Party.\n“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or\npolicies of a Person, whether through the ability to exercise voting power, by contract or otherwise. For the purposes of this definition, and without limiting the generality of the foregoing, any Person that owns directly or indirectly 10% or more\nof the Equity Interests having ordinary voting power for the election of the directors or other governing body of a Person (other than as a limited partner of such other Person) will be deemed to “control” such other Person.\n“Controlling” and “Controlled” have meanings correlative thereto.\n“Credit Party” means\nthe Administrative Agent, any Issuing Bank or any other Lender.\n“Daily LIBOR Rate” means, for any day, the rate per\nannum determined by the Administrative Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the LIBOR Reserve Percentage on such day. Notwithstanding the foregoing, if the Daily LIBOR Rate as determined above\nwould be less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this Agreement.\n“Debt”\nmeans, for any Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed money or evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all\nobligations of such Person (whether contingent or otherwise) in respect of letters of credit, surety or other bonds and similar instruments; (c) all accounts payable and all accrued expenses, liabilities or other obligations of such Person to\npay the deferred purchase price of Property or services that are more than ninety (90) days past the date of invoice other than those which are being contested in good faith by appropriate action and for which adequate reserves have been\nmaintained in accordance with GAAP; (d) all obligations of such Person under Capital Leases; (e) all obligations of such Person under Synthetic Leases; (f) all Debt (as defined in the other clauses of this definition) of others\nsecured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or not such Debt is assumed by such Person; (g) all Debt (as defined in the other\nclauses of this definition) of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of the lesser of the amount of such Debt and the\nmaximum stated amount of\nsuch guarantee or assurance against loss; (h) all obligations or undertakings of such Person to maintain or\ncause to be maintained the financial position or covenants of others or to purchase the Debt or Property of others; (i) obligations to deliver commodities, goods or services, including Hydrocarbons, in consideration of one or more advance\npayments, made more than one month in advance of the month in which the commodities, goods or services are to be delivered other than (i) Swap Agreements and (ii) gas balancing arrangements in the ordinary course of business; (j) any\nDebt of a partnership for which such Person is liable either by agreement, by operation of law or by a Governmental Requirement but only to the extent of such liability; (k) the obligation of such Person in respect of Disqualified Capital\nStock; and (l) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment. The Debt of any Person shall include all obligations of such Person of\nthe character described above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not included as a liability of such Person under GAAP. Debt shall not include liabilities resulting from\nendorsements of instruments for collection in the ordinary course of business.\n“Debtor Relief Laws” means the Bankruptcy\nCode of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United\nStates or other applicable jurisdictions from time to time in effect.\n“Default” means any event or condition which\nconstitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.\n“Defaulting Lender” means, subject to Section 4.05(b), any Lender that (a) has failed\nto (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of\nsuch Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay\nto the Administrative Agent, any Issuing Bank, or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due, (b) has\nnotified the Borrower, the Administrative Agent or any Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates\nto such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be\nspecifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent\nand the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the\nAdministrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator,\ntrustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory\nauthority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any\nequity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United\nStates or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made\nwith such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above\nshall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 4.05(b)) upon delivery of written notice of such determination to the Borrower, each\nIssuing Bank, and each Lender.\n“Deficiency Notification Date” has the meaning assigned to such term in\nSection 3.04(c)(ii).\n“Disqualified Capital Stock” means any Equity Interest that, by its terms\n(or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity Interests (which would not\nconstitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified\nCapital Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the earlier of (a) the Maturity Date and (b) the date on which there are no Loans, LC Exposure or other obligations\nhereunder outstanding and all of the Commitments are terminated.\n“dollars” or “$” refers to lawful money of\nthe United States of America.\n“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United\nStates of America or any state thereof or the District of Columbia other than (i) a Subsidiary substantially all of the assets of which consist of Equity Interests in a Foreign Subsidiary and (ii) a Subsidiary of a Foreign Subsidiary.\n“EBITDAX” means, for any period, (a) the sum of Consolidated Net Income for such period plus the following expenses or\ncharges to the extent deducted from Consolidated Net Income in such period: (i) interest, (ii) income and franchise taxes (including Texas margin or gross receipts taxes), (iii) depreciation, depletion, amortization, abandonment and\nexploration expenses, accretion and impairment of Oil and Gas Properties, (iv) the actual transaction costs, expenses, fees and charges incurred with respect to any acquisition of Property, in an aggregate amount with respect to this\nclause (iv) not to exceed 5% of the total EBITDAX for such period, (v) one-time costs incurred in connection with the Business Combination Transaction and (vi) other similar noncash charges\n(including expenses relating to stock based compensation, hedging, ceiling test impairments, etc. and other non-cash charges resulting from the requirements of ASC 410, 718 and 815) minus (b) all\nnoncash income added to Consolidated Net Income. For the avoidance of doubt, EBITDAX shall not include any unrealized mark-to-market hedging gains or losses. For the\npurposes of calculating EBITDAX for any period for any determination of the financial ratio contained in Section 9.01(a), if at any time during such period the Borrower or any Subsidiary shall have made any Material\nDisposition or Material Acquisition, EBITDAX for such period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition had occurred on the first day of such period; provided that the\ncalculations of such pro forma adjustments are acceptable to the Administrative Agent in its reasonable discretion.\n“EEA\nFinancial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an\ninstitution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to\nconsolidated supervision with its parent.\n“EEA Member Country” means any of the member states of the European Union,\nIceland, Liechtenstein, and Norway.\n“EEA Resolution Authority” means any public administrative authority or any\nPerson entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.\n“Effective Date” means the date on which the conditions specified in Section 6.01 are satisfied (or\nwaived in accordance with Section 12.02).\n“Engineering Reports” has the meaning assigned to\nsuch term in Section 2.07(c)(i).\n“Environmental Laws” means any and all Governmental\nRequirements pertaining in any way to health and safety (insofar as either may be affected by a Release of, or exposure to, Hazardous Materials) the environment, the preservation or reclamation of natural resources, or the management, Release or\nthreatened Release of any Hazardous Materials, in effect in any and all jurisdictions in which the Borrower or any Subsidiary is conducting, or at any time has conducted, business, or where any Property of the Borrower or any Subsidiary is located,\nincluding, the Oil Pollution Act of 1990, as amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980 (“CERCLA”), as amended, the Federal Water Pollution Control Act,\nas amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976 (“RCRA”), as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended,\nthe Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, the Natural Gas Pipeline Safety Act of 1968, as amended, the Hazardous Liquid Pipeline Safety Act of 1979, as amended, and\nother environmental conservation or protection Governmental Requirements.\n“Environmental Permit” means any permit,\nregistration, license, notice, approval, consent, exemption, variance, or other authorization required under or issued pursuant to applicable Environmental Laws.\n“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company,\nbeneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest.\n“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute.\n“ERISA Affiliate” means each trade or business (whether or not incorporated) which together with any Loan Party would be\ndeemed to be a “single employer” within the meaning of Section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of Section 414 of the Code.\n“ERISA Event” means (a) a Reportable Event with respect to any Plan, (b) the withdrawal of the Borrower or any of\nits Subsidiaries or ERISA Affiliates from a Plan during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA), (c) the filing of a notice of intent to terminate a Plan or the treatment\nof an amendment to such a Plan as a termination under Section 4041(c) of ERISA, (d) the institution by the PBGC of proceedings to terminate a Plan under Section 4042 of ERISA, (e) any event or condition (i) that provides a\nbasis under Section 4042(a)(1), (2), or (3) of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (ii) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of\nERISA, or (f) the incurrence by the Borrower or any of its Subsidiaries or ERISA Affiliates of any liability with respect to the partial or complete withdrawal within the meaning of Sections 4203 and 4205 of ERISA, of the Borrower, any of\nits Subsidiaries or ERISA Affiliates from a Multiemployer Plan.\n“EU Bail-In Legislation Schedule”\nmeans the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.\n“Event of Default” has the meaning assigned to such term in Section 10.01.\n“Excepted Liens” means:\n(a)    Liens for Taxes, assessments or other governmental charges or levies which are not delinquent or\nwhich are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;\n(b)    Liens in connection with workers’ compensation, unemployment insurance or other social\nsecurity, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;\n(c)    statutory landlord’s liens, operators’, vendors’, carriers’,\nwarehousemen’s, repairmen’s, mechanics’, suppliers’, workers’, materialmen’s, construction or other like Liens arising by operation of law or otherwise in the ordinary course of business or incident to the exploration,\ndevelopment, operation and maintenance of Oil and Gas Properties each of which is in respect of obligations that are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained\nin accordance with GAAP;\n(d)    contractual Liens which arise in the ordinary course of business under\noperating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and\nnatural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or\ndeferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas\nbusiness and are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, provided that any such Lien referred to in\nthis clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by any Loan Party or materially impair the value of such Property subject thereto;\n(e)    Liens arising solely by virtue of any statutory or common law provision or customary deposit account\nterms relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution, provided\nthat no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by any\nLoan Party to provide collateral to the depository institution (other than pursuant to the Loan Documents);\n(f)    zoning and land use requirements, easements, restrictions, servitudes, permits, conditions,\ncovenants, exceptions or reservations in any Property of any Loan Party for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like\npurposes, or for the joint or\ncommon use of real estate, rights of way, facilities and equipment, that do not secure any monetary obligations and which in the aggregate do not materially impair the use of such Property for\nthe purposes of which such Property is held by any Loan Party or materially impair the value of such Property subject thereto;\n(g)    Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds,\ngovernment contracts, performance and return of money bonds, bids, trade contracts, asset sale agreements, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business and\nnot in connection with the borrowing of money;\n(h)    judgment and attachment Liens not giving rise to\nan Event of Default, provided that any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall\nnot have expired and no action to enforce such Lien has been commenced;\n(i)    royalties, overriding\nroyalties, reversionary interests, production payments and similar lease burdens which (i) are customarily granted in the ordinary course of business in the oil and gas industry, (ii) are deducted in the calculation of discounted present\nvalue in the most recent Reserve Reports delivered to Administrative Agent hereunder and (iii) with respect to each Oil and Gas Property, do not operate to reduce any Loan Party’s net revenue interest in production for such Oil and Gas\nProperty (if any) below such interests reflected in the most recent Reserve Report or increase the working interest for such Oil and Gas Property (if any) as reflected or warranted in the most recent Reserve Report without a corresponding increase\nin the corresponding net revenue interest;\n(j)    Liens to secure plugging and abandonment\nobligations;\n(k)    Liens arising from precautionary UCC financing statement filings regarding\noperating leases entered into in the ordinary course of business covering only the Property under such lease; and\n(l)    Liens disclosed on Schedule 1.1 and renewals, refinancings and extensions thereof on\nsubstantially the same or better terms as in effect on the Effective Date and otherwise in compliance with this Agreement."} +{"idx": 68, "level": 2, "span": "provided\n, further, that Liens described in clauses (a) through (d) shall remain “Excepted Liens” only for so long as\nno action to enforce such Lien has been commenced, and no intention to subordinate the first priority Lien granted in favor of the Administrative Agent and the Lenders is to be hereby implied or expressed by the permitted existence of such Excepted\nLiens. \n“Excluded Swap Obligation” means any obligation of any Guarantor to pay or perform under any Swap Agreement, if,\nand to the extent that, all or a portion of the guarantee by such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Agreement (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or\nany rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) or any other applicable Governmental Requirement.\n“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any\npayment to be made by or on account of any obligation of the Borrower or any Guarantor hereunder or under any other Loan Document, (a) Taxes imposed on or\nmeasured by net income (however denominated), state franchise Taxes, and branch profits Taxes, in each case, (i) by the United States of America (or any political subdivision thereof) or\nsuch other jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, or\n(ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a\nlaw in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 5.05) or (ii) such Lender changes its\nlending office, except in each case to the extent that, pursuant to Section 5.03, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or\nto such Lender immediately before it changed its lending office, (c) Taxes attributable to any such recipient’s failure to comply with Section 5.03(g), and (d) any United States federal withholding Tax that\nis imposed under FATCA.\n“Existing Credit Agreement” means that certain Credit Agreement by and among Tema, the\nguarantors party thereto, PNC Bank, as Administrative Agent, and the lenders from time to time party thereto, dated as of December 28, 2012, as it has been amended from time to time.\n“FATCA” means Sections 1471 through 1474 of the Code, as of the Effective Date (or any amended or successor version that\nis substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or\nregulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.\n“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of\n1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not\nso published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of\nrecognized standing selected by it; provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.\n“Financial Officer” means, for any Person, the chief executive officer, chief financial officer, principal accounting\nofficer, treasurer or controller of such Person. Unless otherwise specified, all references herein to a Financial Officer means a Financial Officer of the Borrower.\n“fiscal quarter” means each fiscal quarter ending on the last day of each March, June, September and December.\n“fiscal year” means each fiscal year of the Borrower and its Subsidiaries for accounting and tax purposes, ending on\nDecember 31 of each year.\n“Flood Insurance Regulations” means (a) the National Flood Insurance Act of 1968 as\nnow or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (c) the National Flood Insurance Reform Act of 1994 (amending 42 USC\n§ 4001, et seq.), as the same may be amended or recodified from time to time, (d) the Flood Insurance Reform Act of 2004, and (e) the Biggert-Waters Flood Reform Act of 2012, and any regulations\npromulgated thereunder.\n“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.\n“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to any Issuing Bank, such Defaulting\nLender’s LC Exposure other than LC Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.\n“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or\notherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.\n“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time subject\nto the terms and conditions set forth in Section 1.05.\n“Governmental Authority” means the\ngovernment of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,\nlegislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).\n“Governmental Requirement” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment,\ndecree, injunction, franchise, permit, certificate, license, rules of common law, authorization or other directive or requirement, whether now or hereinafter in effect, of any Governmental Authority.\n“Guarantors” means each Loan Party that guarantees the Secured Obligations pursuant to\nSection 8.14(b).\n“Guaranty Agreement” means an agreement executed by the Guarantors in the\nform and substance acceptable to Administrative Agent, unconditionally guaranteeing on a joint and several basis, payment of the Secured Obligations, as the same may be amended, modified or supplemented from time to time.\n“Hazardous Material” means any substance regulated or as to which liability might arise under any applicable Environmental\nLaw including: (a) any chemical, compound, material, product, byproduct, substance or waste defined as or included in the definition or meaning of “hazardous substance,” “hazardous material,” “hazardous waste,”\n“solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” “contaminant,” “pollutant,” or words of similar meaning or import found in any applicable Environmental\nLaw; (b) Hydrocarbons, petroleum products, petroleum substances, natural gas, oil, oil and gas waste (including drilling fluids and any produced water), crude oil, and any components, fractions, or derivatives thereof; and (c) radioactive\nmaterials, explosives, asbestos or asbestos containing materials, polychlorinated biphenyls, radon, infectious materials or medical wastes.\n“Highest Lawful Rate” means, with respect to each Lender, the maximum nonusurious interest rate, if any, that at any time or\nfrom time to time may be contracted for, taken, reserved, charged or received on the Notes or on other Secured Obligations under laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such applicable\nlaws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws allow as of the date hereof.\n“Hydrocarbon Interests” means all rights, titles, interests and estates now or\nhereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests,\nincluding any reserved or residual interests of whatever nature. Unless otherwise indicated herein, each reference to the term “Hydrocarbon Interests” shall mean Hydrocarbon Interests of the Borrower or any other Loan Party, as the context\nmay require.\n“Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate,\nliquid hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and all products refined or separated therefrom.\n“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on\naccount of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) above, Other Taxes.\n“Indemnitee” has the meaning assigned to such term in Section 12.03(b).\n“Information” has the meaning assigned to such term in Section 12.11.\n“Initial Reserve Report” means, collectively, the report of Ryder Scott Company Petroleum Consultants, L.P. with respect to\nthe Oil and Gas Properties of the Loan Parties dated as of December 31, 2016.\n“Interest Election Request” means a\nrequest by the Borrower to convert or continue a Borrowing in accordance with Section 2.04.\n“Interest\nPayment Date” means (a) with respect to any Base Rate Loan, the last day of each March, June, September and December and (b) with respect to any LIBOR Rate Loan, the last day of the Interest Period applicable to the Borrowing of\nwhich such Loan is a part and, in the case of a LIBOR Rate Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration\nafter the first day of such Interest Period.\n“Interest Period” means with respect to any LIBOR Rate Borrowing, the\nperiod commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (or, with the consent of each applicable Lender, nine or twelve months), as the\nBorrower may elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in\nthe next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period pertaining to a LIBOR Rate Borrowing that commences on the last Business Day of a calendar month (or on a day for\nwhich there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (c) no Interest Period may have a term which would\nextend beyond the Maturity Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.\n“Interim Redetermination” has the meaning assigned such term in Section 2.07(b).\n“Interim Redetermination Date” means the date on which a Borrowing Base that has been redetermined pursuant to an Interim\nRedetermination becomes effective as provided in Section 2.07(d).\n“Investment” means, for any Person: (a) the acquisition (whether for cash,\nProperty, services or securities or otherwise) of Equity Interests of any other Person or any agreement to make any such acquisition (including any “short sale” or any sale of any securities at a time when such securities are not owned by\nthe Person entering into such short sale); (b) the making of any deposit with, or advance, loan or capital contribution to, assumption of Debt of, purchase or other acquisition of any other Debt of or equity participation or interest in, or\nother extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or\nextension of credit having a term not exceeding ninety (90) days representing the purchase price of goods or services sold by such Person in the ordinary course of business); (c) the purchase or acquisition (in one or a series of\ntransactions) of Property of another Person that constitutes a business unit or any agreement to make any such acquisition; or (d) the entering into of any guarantee of, or other contingent obligation (including the deposit of any Equity\nInterests to be sold) with respect to, Debt or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person.\n“Issuing Bank” means (a) PNC Bank and (b) and each Lender approved by the Administrative Agent and reasonably\nsatisfactory to, or requested by, the Borrower that agrees to act as an issuer of Letters of Credit hereunder, in each case, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in\nSection 2.08(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing Bank” shall include any such Affiliate with\nrespect to Letters of Credit issued by such Affiliate.\n“January 1 Reserve Report” has the meaning\nassigned to such term in Section 8.12(a).\n“KLRE” means KLR Energy Acquisition Corp., a\nDelaware corporation to be known as Rosehill Resources Inc. following the Business Combination Transaction.\n“Law” means\nany law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of\nor any settlement arrangement, by agreement, consent or otherwise, with any Governmental Authority, foreign or domestic.\n“LC\nCommitment” at any time means the greater of (a) ten million dollars ($10,000,000.00) and (b) 10% of the Borrowing Base then in effect.\n“LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit.\n“LC Exposure” means, at any time of determination, the sum of (a) the aggregate amount available to be drawn of all\noutstanding Letters of Credit at such time (if any Letter of Credit shall increase in amount automatically in the future, such aggregate amount available to be drawn shall currently give effect to any such future increase) plus (b) the\naggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.\n“Lenders” means the Persons listed on Annex I and any Person that shall have become a party hereto pursuant to an Assignment\nand Assumption or other documentation contemplated hereby, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or other documentation contemplated hereby. Unless the context otherwise requires,\nthe term “Lenders” includes the Issuing Banks.\n“Letter of Credit” means any letter of credit issued\npursuant to this Agreement.\n“Letter of Credit Agreements” means all letter of credit applications and other\nagreements (including any amendments, modifications or supplements thereto) submitted by the Borrower, or entered into by the Borrower, with an Issuing Bank relating to any Letter of Credit.\n“LIBOR Rate” means, with respect to the Loans comprising any Borrowing to which the LIBOR Rate option applies for any\nInterest Period, the interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate which appears on the Bloomberg Page\nBBAM1 (or on such other substitute Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by the Administrative\nAgent as an authorized information vendor for the purpose of displaying rates at which US dollar deposits are offered by leading banks in the London interbank deposit market (for purposes of this definition, an “Alternate Source”),\nat approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for an amount comparable to such Borrowing and having a borrowing date\nand a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Administrative\nAgent at such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage. Notwithstanding the foregoing, if the LIBOR Rate as determined under any method above would\nbe less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this Agreement.\nThe LIBOR Rate shall be adjusted\nwith respect to any LIBOR Rate Borrowing or LIBOR Rate Loan that is outstanding on the effective date of any change in the LIBOR Reserve Percentage as of such effective date. The Administrative Agent shall give prompt notice to the Borrower of the\nLIBOR Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.\n“LIBOR Rate Borrowing” refers to the Loans comprising a Borrowing bearing interest at a rate determined by reference to the\nLIBOR Rate.\n“LIBOR Rate Loan” refers to a Loan bearing interest at a rate determined by reference to the LIBOR Rate.\n“LIBOR Reserve Percentage” shall mean as of any day the maximum percentage in effect on such day, as prescribed by the\nBoard of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as\n“Eurocurrency Liabilities”).\n“Lien” means any interest in Property securing an obligation owed to, or a claim\nby, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to (a) the lien or security\ninterest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes or (b) production payments and the like payable out of Oil and Gas\nProperties. The term “Lien” shall include easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations that burden Property to the extent they secure an obligation owed to a Person other than the\nowner of the Property. For the purposes of this Agreement, the Loan Parties shall be deemed to be the owner of any Property which they have acquired or hold subject to a conditional sale agreement, or leases under a financing lease or other\narrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing.\n“Loan Documents” means this Agreement, the Notes, the Letter of Credit\nAgreements, the Letters of Credit, the Security Instruments and any other agreement entered into, now or in the future, in connection with this Agreement.\n“Loan Party” means the Borrower and each Guarantor.\n“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.\n“Majority Lenders” means, at any time while no Loans or LC Exposure is outstanding, Lenders having greater than fifty percent\n(50%) of the Aggregate Maximum Credit Amounts; and at any time while any Loans or LC Exposure is outstanding, Lenders holding greater than fifty percent (50%) of the outstanding aggregate principal amount of the Loans or participation interests in\nLetters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)); provided that the Maximum Credit Amounts of the Loans and participations interests in Letters of\nCredit of the Defaulting Lenders (if any) shall be excluded from the determination of Majority Lenders.\n“Material\nAcquisition” means, at any time, any acquisition of Property or series of related acquisitions of Property (including by way of merger or consolidation) that involves the payment of consideration by the Borrower and its Subsidiaries in\nexcess of 5% of the then-existing Borrowing Base.\n“Material Adverse Effect”\nmeans any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on (a) the business, operations, Property, assets, liabilities (actual or contingent) or financial condition of the\nBorrower and the other Loan Parties taken as a whole, (b) the ability of the Borrower or any other Loan Party to perform any of its obligations under any Loan Document to which it is a party, (c) the validity or enforceability of any Loan\nDocument, or (d) the rights and remedies of or benefits available to the Administrative Agent, any other Agent, any Issuing Bank or any Lender under any Loan Document.\n“Material Disposition” means, at any time, any disposition of Property or series of related dispositions of Properties that\nyields gross proceeds to the Borrower or any of its Subsidiaries in excess of 5% of the then-existing Borrowing Base.\n“Material Indebtedness” means Debt (other than the Loans and Letters of Credit), or obligations in respect of one or more\nSwap Agreements, of any one or more of any Loan Party in an aggregate principal amount exceeding $1,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of any Loan Party in respect of any\nSwap Agreement at any time shall be the Swap Termination Value.\n“Maturity Date” means April 27, 2022.\n“Maximum Credit Amount” means, as to each Lender, the amount set forth opposite such Lender’s name on Annex I under the\ncaption “Maximum Credit Amounts”, as the same may be (a) reduced or terminated from time to time in connection with a reduction or termination of the Aggregate Maximum Credit Amounts pursuant to Section 2.06\nor (b) modified from time to time pursuant to any assignment permitted by Section 12.04(b). As of the Effective Date, the aggregate Maximum Credit Amounts of the Lenders are $250,000,000.\n“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit\naccount balances, an amount equal to 105% of the Fronting Exposure of all Issuing Banks with respect to Letters of Credit issued and outstanding at such time and (ii) if the Borrower agrees to deliver Cash Collateral consisting of Property\nother than cash or deposit account balances, an amount determined by the relevant Issuing Bank in its sole discretion.\n“Moody’s” means Moody’s Investors Service, Inc. and any successor\nthereto that is a nationally recognized rating agency.\n“Mortgage” means each of the mortgages or deeds of trust executed\nby any one or more Loan Parties for the benefit of the Secured Parties as security for the Secured Obligations, together with any assumptions or assignments of the obligations thereunder by any Loan Party, and “Mortgages” shall mean all of\nsuch Mortgages collectively.\n“Mortgaged Property” means any Property owned by any Loan Party which is subject to the\nLiens existing and to exist under the terms of the Security Instruments.\n“Multiemployer Plan” means a multiemployer\nplan, as defined in Section 3(37) or 4001(a)(3) of ERISA, that is subject to Title IV of ERISA and to which the Borrower, a Subsidiary or an ERISA Affiliate is making or accruing an obligation to make contributions or was obligated to make\ncontributions within the last six (6) years.\n“New Borrowing Base Notice” has the meaning assigned to such term in\nSection 2.07(d).\n“Non-U.S. Lender” means a\nLender, with respect to the Borrower, that is not a U.S. Person.\n“Notes” means the promissory notes, if any, of the\nBorrower described in Section 2.02(d) and being substantially in the form of Exhibit A, together with all amendments, modifications, replacements, extensions and rearrangements thereof.\n“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.\n“Oil and Gas Properties” means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized\nwith Hydrocarbon Interests; (c) all presently existing or future unitization agreements, pooling agreements and declarations of pooled units and the units created thereby (including all units created under orders, regulations and rules of any\nGovernmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the\nHydrocarbon Interests or the production, sale, transportation, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or\nattributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments,\nappurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property,\nreal or personal, now owned or hereafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive\nequipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells,\nbuildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, gas processing plants and pipeline systems and any related infrastructure to any thereof, tanks and tank batteries,\nfixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires,\ntowers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all\nadditions, substitutions, replacements, accessions and attachments to any and all of the foregoing; provided that the Oil and Gas Properties shall not include any “building” or “mobile home” (each as defined in\nRegulation H as promulgated by the Federal Reserve Board under the Flood Insurance Regulations). Unless otherwise indicated herein, each reference to the term “Oil and Gas Properties” means Oil and Gas Properties of the Borrower or\nany other Loan Party, as the context may require.\n“Organizational Documents” means (a) with respect to any\ncorporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to such corporation’s jurisdiction); (b) with respect to any limited liability company, the\ncertificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of\nformation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization\nand, if applicable, any certificate or articles of formation or organization of such entity.\n“Other Connection Taxes”\nmeans with respect to any Credit Party, Taxes imposed as a result of a present or former connection between such Credit Party and the jurisdiction imposing such Tax (other than connections arising from such Credit Party having executed, delivered,\nbecome a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan,\nLetter of Credit or Loan Document).\n“Other Taxes” means all present or future stamp, court or documentary, intangible,\nrecording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan\nDocument, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.05).\n“Participant” has the meaning assigned to such term in Section 12.04(c).\n“Participant Register” has the meaning assigned to such term in Section 12.04(c).\n“Patriot Act” has the meaning assigned to such term in Section 12.16.\n“PBGC” means the Pension Benefit Guaranty Corporation as defined in Title IV of ERISA, or any successor thereto.\n“Permitted Equity Acquisition” means any acquisition by Borrower or any Guarantor of any Equity Interests of another Person\nwhich satisfies and/or is conducted in accordance with the following requirements:\n(a)    such\nacquisition is approved by the Administrative Agent;\n(b)    such acquisition is of a business or\nPerson that owns Oil and Gas Properties;\n(c)    the business or Person so acquired shall\n(x) become a wholly-owned direct Subsidiary of Borrower or of a Guarantor and Borrower or the applicable Guarantor shall cause such acquired business or Person to comply with Section 8.14 hereof or (y) provided\nthat the Loan Parties continue to comply with Section 8.03 hereof, be merged with and into Borrower or such a Guarantor (and, in the case of Borrower, with Borrower being the surviving entity); and\n(d)    after giving effect to such acquisition (including the\nrequest of any Loans associated therewith), the Borrower is in pro forma compliance with the Agreement.\n“Permitted\nHolders” means KLRE and Tema.\n“Permitted Tax Distribution” means, with respect to any taxable period during\nwhich the Borrower is a pass-through entity for United States federal income tax purposes (including, for the avoidance of doubt, a disregarded entity not treated as separate from its owner) Restricted\nPayments to holders of equity in the Borrower, made on a pro rata basis in accordance with the number of common units in the Borrower owned by each such holder, in an aggregate amount such that each such equity holder receives an amount of\nRestricted Payments necessary to enable such equity holder (and its direct and indirect owners) to pay its U.S. federal, state and/or local and non-U.S. income taxes (as applicable) attributable to its direct\nor indirect ownership of the Borrower with respect to such taxable period (assuming that each such equity holder (or its direct and indirect owners) is subject to tax at the highest combined marginal U.S. federal, state, and/or local income tax rate\napplicable to any such equity holder (or its direct and indirect owners) for such taxable period (including any tax rate imposed on “net investment income” by Section 1411 of the Code and excluding the deductibility of state and local\nincome taxes for U.S. federal income tax purposes), and taking into account the alternative minimum tax, any cumulative net taxable loss of the Borrower for prior taxable periods to the extent such loss is of a character that would allow such loss\nto be available to such equity holders (or their direct and indirect owners) to reduce such attributable taxes of such equity holders (or their direct and indirect owners) in the current taxable period (taking into account any limitations on the\nutilization of such loss by such equity holders to reduce such attributable taxes and assuming such loss had not already been utilized) and the character (e.g., long-term or\nshort-term capital gain or ordinary or exempt) of the applicable income) provided, that if the sum of the amount of U.S. federal, state and local and non-U.S. tax\nliabilities of KLRE for such taxable period and the amount of KLRE’s obligations under the Tax Receivable Agreement relating to such taxable period exceeds the amount of Permitted Tax Distributions payable to KLRE calculated as set forth above,\nthen the equity holders shall be entitled to receive additional Restricted Payments (each, an “Excess Tax Distribution”), made on a pro rata basis in accordance with the number of common units in the Borrower owned by each such\nholder, in an aggregate amount such that KLRE receives an additional amount of Restricted Payments equal to such excess..\n“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,\npartnership, Governmental Authority or other entity.\n“Petroleum Industry Standards” means the Definitions for Oil and\nGas Reserves promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question.\n“Plan” means any employee pension benefit plan, as defined in Section 3(2) of ERISA that is subject to Title IV of ERISA\nbut excluding any Multiemployer Plan, which (a) is currently or hereafter sponsored, maintained or contributed to by the Borrower, a Subsidiary or an ERISA Affiliate or (b) was at any time during the six calendar years preceding the\ndate hereof, sponsored, maintained or contributed to by the Borrower or a Subsidiary or an ERISA Affiliate.\n“PNC Bank”\nhas the meaning assigned to such term in the preamble hereto.\n“Prime Rate” means the interest rate per annum announced from time to time by\nthe Administrative Agent at its Principal Office as its then prime rate, which rate may not be the lowest or most favorable rate then being charged commercial borrowers or others by the Administrative Agent. Any change in the Prime Rate shall take\neffect at the opening of business on the day such change is announced.\n“Principal Office” means the main banking office\nof the Administrative Agent in Pittsburgh, Pennsylvania.\n“Prohibited Transaction” has the meaning assigned to such term\nin Section 406 of ERISA and Section 4975(c) of the Code.\n“Property” means any interest in any kind of property\nor asset, whether real, personal or mixed, or tangible or intangible, including cash, securities, accounts and contract rights.\n“Proposed Borrowing Base” has the meaning assigned to such term in Section 2.07(c)(i).\n“Proposed Borrowing Base Notice” has the meaning assigned to such term in Section 2.07(c)(ii).\n“Proved Reserves” means oil and gas reserves that, in accordance with Petroleum Industry Standards, are classified as both\n“Proved Reserves” and one of the following: (a) “Developed Producing Reserves”, (b) “Developed Non-Producing Reserves” or (c) “Undeveloped Reserves.”\n“Published Rate” means the rate of interest published each Business Day in The Wall Street Journal “Money\nRates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the rate at which U.S. dollar deposits are offered\nby leading banks in the London interbank deposit market for a one month period as published in another publication selected by the Administrative Agent).\n“Purchase Money Security Interest” shall mean Liens upon tangible personal property securing loans to any Loan Party or\nSubsidiary of a Loan Party or deferred payments by such Loan Party or Subsidiary for the purchase of such tangible personal property.\n“PV-9” means, on any date of determination, with respect to any Proved\nReserves expected to be produced from any Borrowing Base Properties, the net present value, discounted at 9% per annum, of the future net revenues expected to accrue to the Borrower’s and the Loan Parties’ collective interests in such\nProved Reserves during the remaining expected economic lives of such reserves, calculated in accordance with the most recent bank price deck provided to the Borrower by the Administrative Agent.\n“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding\n$10,000,000 at the time the relevant guaranty agreement or the grant of the relevant Lien becomes effective or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations\npromulgated thereunder.\n“RCRA” has the meaning assigned to such term within the definition of “Environmental\nLaws.”\n“Redemption” means with respect to any Debt, the repurchase, redemption, prepayment, repayment, defeasance\nor any other acquisition or retirement for value (or the segregation of funds with respect to any of the foregoing) of such Debt. “Redeem” has the correlative meaning thereto.\n“Redetermination Date” means, with respect to any Scheduled Redetermination or\nany Interim Redetermination, the date that the redetermined Borrowing Base related thereto becomes effective pursuant to Section 2.07(d).\n“Register” has the meaning assigned to such term in Section 12.04(b)(iv).\n“Regulation D” means Regulation D of the Board, as the same may be amended, supplemented or replaced\nfrom time to time.\n“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the\nrespective directors, officers, employees, agents and advisors (including attorneys, accountants and experts) of such Person and such Person’s Affiliates.\n“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying,\ndischarging, migrating, injecting, escaping, leaching, dumping, or disposing.\n“Remedial Work” has the meaning assigned\nto such term in Section 8.10(a).\n“Reportable Event” means any of the events described in\nSection 4043(c) of ERISA and the regulations issued thereunder with respect to a Plan other than a Reportable Event as to which the provision of 30 days’ notice to the PBGC has been waived.\n“Required Lenders” means, at any time while no Loans or LC Exposure is outstanding, Lenders having at least sixty-six and two thirds percent (66-2/3%) of the Aggregate Maximum Credit Amounts; and at any time while any Loans or LC Exposure is outstanding, Lenders holding at least sixty-six and two thirds percent (66-2/3%) of the outstanding aggregate principal amount of the Loans or participation interests in Letters of Credit (without regard to any\nsale by a Lender of a participation in any Loan under Section 12.04(c)); provided that the Maximum Credit Amounts of the Loans and participation interests in Letters of Credit of the Defaulting Lenders (if any) shall\nbe excluded from the determination of Required Lenders.\n“Reserve Report” means a report, in form and substance\nreasonably satisfactory to the Administrative Agent, setting forth, as of the dates set forth in Section 8.12(a) (or such other date in the event of an Interim Redetermination), the Proved Reserves attributable to the Oil\nand Gas Properties of the Borrower and the other Loan Parties located in the United States of America, together with a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect\nthereto as of such date, based upon economic assumptions consistent with the Administrative Agent’s lending requirements at the time.\n“Reserve Report Certificate” has the meaning set forth in Section 8.12(c).\n“Responsible Officer” means, as to any Person, the chief executive officer, the president or any Financial Officer of such\nPerson. Unless otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of the Borrower.\n“Restricted Payment” means any dividend or other distribution or return of capital (whether in cash, securities or other\nProperty) with respect to any Equity Interests in any Person, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, conversion,\ncancellation or termination of any such Equity Interests.\n“Revolving Credit Exposure” means, with respect to any Lender at any time, the\nsum of the outstanding principal amount of such Lender’s Loans and its LC Exposure at such time.\n“S&P” means\nStandard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereto that is a nationally recognized rating agency.\n“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any\nSanctions (as of the Effective Date, Crimea, Cuba, Iran, North Korea, Sudan and Syria).\n“Sanctioned Person” means, at\nany time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned\nCountry or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).\n“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time\nby the U.S. government, including those administered by OFAC or the U.S. Department of State.\n“Scheduled\nRedetermination” has the meaning assigned to such term in Section 2.07(b).\n“Scheduled\nRedetermination Date” means the date on which a Borrowing Base that has been redetermined pursuant to a Scheduled Redetermination becomes effective as provided in Section 2.07(d).\n“SEC” means the Securities and Exchange Commission or any successor Governmental Authority.\n“Secured Cash Management Agreement” means an agreement related to Cash Management Services between (x) any Loan Party\nand (y) a Secured Cash Management Provider.\n“Secured Cash Management Provider” means, with respect to any agreement\nrelated to Cash Management Services, a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent who is the counterparty to any such agreement related to Cash Management Services.\n“Secured Obligations” means any and all amounts owing or to be owing by any Loan Party (x) to the Administrative Agent,\nany Issuing Bank or any Lender under any Loan Document, (y) to any Secured Swap Provider under any Secured Swap Agreement or Secured Cash Management Provider under any Secured Cash Management Agreement and (z) all renewals, extensions\nand/or rearrangements of any of the foregoing, in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising (including interest accruing after the\nmaturity of the Loans and LC Disbursements and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding); provided that solely with respect to any Guarantor that is not an “eligible contract\nparticipant” under the Commodity Exchange Act, Excluded Swap Obligations of such Guarantor shall in any event be excluded from “Secured Obligations” owing by such Guarantor.\n“Secured Parties” means, collectively, the Administrative Agent, each Lender, each Issuing Bank, each Secured Cash Management\nProvider, each Secured Swap Provider, each Indemnitee, each other Agent, and any other Person owed Secured Obligations and “Secured Party” means any of them individually.\n“Secured Swap Agreement” means a Swap Agreement between (x) any Loan Party\nand (y) a Secured Swap Provider.\n“Secured Swap Provider” means, with respect to any Swap Agreement, (a) a\nLender or an Affiliate of a Lender who is the counterparty to any such Swap Agreement with a Loan Party and (b) any Person who was a Lender or an Affiliate of a Lender at time when such Person entered into any such Swap Agreement who is a\ncounterparty to any such Swap Agreement with a Loan Party.\n“Securities Act” means the Securities Act of 1933.\n“Security Instruments” means the Guaranty Agreement, Mortgages and any security agreements, deeds of trust and other\nagreements, instruments or certificates described or referred to in Exhibit F, and any and all other agreements, instruments, consents or certificates now or hereafter executed and delivered by the Borrower, the other Loan\nParties or any other Person (other than Swap Agreements with Secured Swap Providers or participation or similar agreements between any Lender and any other lender or creditor with respect to any Secured Obligations pursuant to this Agreement) in\nconnection with, or as security for the payment or performance of the Secured Obligations, the Notes, this Agreement, or reimbursement obligations under the Letters of Credit, as such agreements may be amended, modified, supplemented or restated\nfrom time to time.\n“Senior Unsecured Notes” means unsecured senior, senior subordinated or subordinated Debt consisting\nof notes or bonds issued by the Borrower or a Guarantor, provided that (a) the principal amount of such Debt shall not exceed in the aggregate, at any time such Debt is incurred (without duplication and taking into account all concurrent\npayments or redemptions of Senior Unsecured Notes with the proceeds of other Senior Unsecured Notes), an amount equal to the greater of (i) $250,000,000 and (ii) the product of 1.5 multiplied by the Borrowing Base then in effect (prior to\ngiving effect to any reduction of the Borrowing Base under Section 2.07(e) for such issuance), (b) no Default or Event of Default has occurred and is continuing under this Agreement or would result from such incurrence\nof Debt, (c) the maturity date of such Debt shall not occur before one hundred eighty (180) days after the Maturity Date, (d) there shall be no scheduled principal amortization, prepayments, redemptions, defeasance, tender, sinking\nfund or repurchase obligations prior to the Maturity Date, and (e) the covenants, events of default, guarantees and other terms of such Debt, taken as a whole, are not more restrictive on the Borrower and its Subsidiaries than the terms of this\nAgreement (as in effect at the time of such issuance or incurrence); provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence or issuance of\nsuch Debt, together with a reasonably detailed description of the material terms and conditions of such Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions\nsatisfy the foregoing requirements shall be conclusive evidence that such terms and conditions satisfy the foregoing requirements unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such\ndetermination (including a reasonable description of the basis upon which it disagrees).\n“Senior Unsecured Notes\nDocuments” means, with respect to any Senior Unsecured Notes, each indenture or other agreement pursuant to which such Senior Unsecured Notes is issued or incurred, and any notes, certificates, security agreement, mortgage or other\ndocuments made or delivered by the Borrower or any Subsidiary in connection with such Senior Unsecured Notes, as the same may be amended, modified or supplemented in accordance with Section 9.21.\n“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the\ndenominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a\ndecimal established by the Board to which the Administrative Agent is subject, with respect to the LIBOR Rate, for eurocurrency funding (currently referred to as “Eurocurrency\nLiabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. LIBOR Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve\nrequirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted\nautomatically on and as of the effective date of any change in any reserve percentage.\n“Subsidiary” means as to any\nPerson, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of\nthe happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly\nthrough one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a direct or indirect Subsidiary or Subsidiaries of\nthe Borrower.\n“Swap Agreement” means any agreement with respect to any swap, cap, collar, forward, future or derivative\ntransaction or option or similar agreement, whether exchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more rates,\ncurrencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (including\nany agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act); provided that no phantom stock or similar plan providing for payments only on account of\nservices provided by current or former directors, officers, employees or consultants of any Loan Party shall be a Swap Agreement.\n“Swap Liquidation” means any Swap Agreement, which has been given value in the then effective Borrowing Base, is sold,\nassigned, novated, liquidated, unwound or terminated.\n“Swap Obligation” means, with respect to any Guarantor, any\nobligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.\n“Swap Termination Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any\nlegally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and\n(b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined by\nthe counterparties to such Swap Agreements.\n“Synthetic Leases” means, in respect of any Person, all leases which shall\nhave been, or should have been, in accordance with GAAP, treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment of rent thereunder and which were properly treated as\nindebtedness for borrowed money for purposes of U.S. federal income taxes, if the lessee in respect thereof is obligated to either purchase for an amount in excess of, or pay upon early termination an amount in excess of, 80% of the residual value\nof the Property subject to such operating lease upon expiration or early termination of such lease.\n“Tax Receivable Agreement” means that certain Tax Receivable Agreement dated as\nof April 27, 2017 by and among KLRE, Tema and its successors and permitted assigns, as the “TRA Holders,” and Tema or such other Person designated as the agent under such agreement as the “Agent”.\n“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by\nany Governmental Authority.\n“Tema” means Tema Oil and Gas Company, a Maryland corporation or its Affiliates.\n“Termination Date” means the earlier of the Maturity Date and the date of termination of the Commitments.\n“Total Funded Debt” means, at any date, all Debt of the Borrower and its Consolidated Subsidiaries on a consolidated basis,\nexcluding (a) all Debt of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or not such Debt is assumed by such Person and\n(b) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment.\n“Transactions” means, with respect to (a) the Borrower, the execution, delivery and performance by the Borrower of this\nAgreement, each other Loan Document to which it is a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, the Borrower’s grant of the security interests and provision of collateral\nunder the Security Instruments, and Borrower’s grant of Liens on Mortgaged Properties (if applicable) and other Properties pursuant to the Security Instruments, (b) each other Loan Party, the execution, delivery and performance by such\nLoan Party of each Loan Document to which it is a party, the guaranteeing of the Secured Obligations and the other obligations under the Guaranty Agreement by such Loan Party and such Loan Party’s grant of the security interests and provision\nof collateral under the Security Instruments, and the grant of Liens by such Guarantor on Mortgaged Properties (if applicable) and other Properties pursuant to the Security Instruments, and (c) the Business Combination Transaction.\n“Type” when used in reference to any Loan or Borrowing, refers to the rate of interest on such Loan, or on the Loans\ncomprising such Borrowing, determined by reference to either the Base Rate or the LIBOR Rate.\n“U.S. Person” means a\nPerson that is a “United States person” as defined in Section 7701(a)(30) of the Code.\n“U.S. Tax Compliance\nCertificate” has the meaning assigned to such term in Section 5.03(g)(ii)(B)(3).\n“Wholly-Owned Subsidiary” means any Subsidiary of which all of\nthe outstanding Equity Interests (other than any directors’ qualifying shares mandated by applicable law), on a fully-diluted basis, are owned by the Borrower, the Guarantors and/or one or more of the Wholly-Owned Subsidiaries.\n“Withholding Agent” means any Loan Party or the\nAdministrative Agent.\n“Write-Down and Conversion Powers” means, with\nrespect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are\ndescribed in the EU Bail-In Legislation Schedule.\nSection 1.03    Types of Loans and Borrowings. For purposes of\nthis Agreement, Loans and Borrowings, respectively, may be classified and referred to by Type (e.g., a “LIBOR Rate Loan” or a “LIBOR Rate Borrowing”).\nSection 1.04    Terms Generally; Rules of Construction. The definitions of terms herein shall apply equally to\nthe singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including”\nshall be deemed to be followed by the phrase “without limitation”, and the word “or” is not exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the\ncontext requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented,\nrestated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in the Loan Documents), (b) any reference herein to any law shall be construed as referring to such law as amended, modified,\ncodified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained in the Loan\nDocuments), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with\nrespect to the determination of any time period, the word “from” means “from and including” and the word “to” and “until” means “to but excluding” and the word “through” means “to and\nincluding” and (f) any reference herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. No provision of this Agreement\nor any other Loan Document shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision.\nSection 1.05    Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting\nterms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative\nAgent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the initial financial statements delivered under Section 8.01, except for changes in which the Borrower’s\nindependent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a);\nprovided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations\nshall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, (a) for the purposes of calculating compliance with any\ncovenant in this Agreement or any other Loan Document, no effect shall be given to any change in GAAP arising out of a change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, 2010 or a substantially\nsimilar pronouncement and (b) if the Borrower notifies the Administrative Agent in writing that the Borrower wishes to amend any financial covenant in Section 9.01, any related definition to eliminate the effect of any\nchange in GAAP occurring after the Effective Date on the operation of such financial covenants (or if the Administrative Agent notifies the Borrower in writing that the Majority Lenders wish to amend any financial covenant in\nSection 9.01, any related definition to eliminate the effect of any such change in GAAP), then the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratios or requirements to preserve the\noriginal intent thereof in light of such change in GAAP (subject to the approval of the Majority Lenders); provided that, until so amended, the Loan Parties’ compliance with such covenants shall be determined on the basis of GAAP in effect\nimmediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenants or definitions\nare amended in a manner satisfactory to the Borrower and the Majority Lenders, and the Loan Parties shall provide to the Administrative Agent, when they deliver their financial statements\npursuant to under Sections 8.01(a) and (b) of this Agreement, such reconciliation statements as shall be reasonably requested by the Administrative Agent.\nSection 1.06    Timing of Payment or Performance. When the payment of any obligation or the performance of any\ncovenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately\nsucceeding Business Day."} +{"idx": 68, "level": 3, "span": "(a)    such\nacquisition is approved by the Administrative Agent;"} +{"idx": 68, "level": 3, "span": "(b)    such acquisition is of a business or\nPerson that owns Oil and Gas Properties;"} +{"idx": 68, "level": 3, "span": "(c)    the business or Person so acquired shall\n(x) become a wholly-owned direct Subsidiary of Borrower or of a Guarantor and Borrower or the applicable Guarantor shall cause such acquired business or Person to comply with Section 8.14 hereof or (y) provided\nthat the Loan Parties continue to comply with Section 8.03 hereof, be merged with and into Borrower or such a Guarantor (and, in the case of Borrower, with Borrower being the surviving entity); and"} +{"idx": 68, "level": 3, "span": "(d)    after giving effect to such acquisition (including the\nrequest of any Loans associated therewith), the Borrower is in pro forma compliance with the Agreement."} +{"idx": 68, "level": 3, "span": "(a)    Liens for Taxes, assessments or other governmental charges or levies which are not delinquent or\nwhich are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;"} +{"idx": 68, "level": 3, "span": "(b)    Liens in connection with workers’ compensation, unemployment insurance or other social\nsecurity, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;"} +{"idx": 68, "level": 3, "span": "(c)    statutory landlord’s liens, operators’, vendors’, carriers’,\nwarehousemen’s, repairmen’s, mechanics’, suppliers’, workers’, materialmen’s, construction or other like Liens arising by operation of law or otherwise in the ordinary course of business or incident to the exploration,\ndevelopment, operation and maintenance of Oil and Gas Properties each of which is in respect of obligations that are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained\nin accordance with GAAP;"} +{"idx": 68, "level": 3, "span": "(d)    contractual Liens which arise in the ordinary course of business under\noperating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and\nnatural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or\ndeferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas\nbusiness and are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, provided that any such Lien referred to in\nthis clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by any Loan Party or materially impair the value of such Property subject thereto;"} +{"idx": 68, "level": 3, "span": "(e)    Liens arising solely by virtue of any statutory or common law provision or customary deposit account\nterms relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution, provided\nthat no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by any\nLoan Party to provide collateral to the depository institution (other than pursuant to the Loan Documents);"} +{"idx": 68, "level": 3, "span": "(f)    zoning and land use requirements, easements, restrictions, servitudes, permits, conditions,\ncovenants, exceptions or reservations in any Property of any Loan Party for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like\npurposes, or for the joint or"} +{"idx": 68, "level": 3, "span": "(g)    Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds,\ngovernment contracts, performance and return of money bonds, bids, trade contracts, asset sale agreements, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business and\nnot in connection with the borrowing of money;"} +{"idx": 68, "level": 3, "span": "(h)    judgment and attachment Liens not giving rise to\nan Event of Default, provided that any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall\nnot have expired and no action to enforce such Lien has been commenced;"} +{"idx": 68, "level": 4, "span": "(i)    royalties, overriding\nroyalties, reversionary interests, production payments and similar lease burdens which (i) are customarily granted in the ordinary course of business in the oil and gas industry, (ii) are deducted in the calculation of discounted present\nvalue in the most recent Reserve Reports delivered to Administrative Agent hereunder and (iii) with respect to each Oil and Gas Property, do not operate to reduce any Loan Party’s net revenue interest in production for such Oil and Gas\nProperty (if any) below such interests reflected in the most recent Reserve Report or increase the working interest for such Oil and Gas Property (if any) as reflected or warranted in the most recent Reserve Report without a corresponding increase\nin the corresponding net revenue interest;"} +{"idx": 68, "level": 3, "span": "(j)    Liens to secure plugging and abandonment\nobligations;"} +{"idx": 68, "level": 3, "span": "(k)    Liens arising from precautionary UCC financing statement filings regarding\noperating leases entered into in the ordinary course of business covering only the Property under such lease; and"} +{"idx": 68, "level": 3, "span": "(l)    Liens disclosed on Schedule 1.1 and renewals, refinancings and extensions thereof on\nsubstantially the same or better terms as in effect on the Effective Date and otherwise in compliance with this Agreement."} +{"idx": 68, "level": 2, "span": "ARTICLE II"} +{"idx": 68, "level": 2, "span": "THE CREDITS\nSection 2.01    Commitments. Subject to the terms and conditions set forth herein and relying upon the\nrepresentations and warranties herein set forth, each Lender severally agrees to make Loans to the Borrower during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure\nexceeding such Lender’s Commitment or (b) the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and\nreborrow the Loans.\nSection 2.02    Loans and Borrowings.\n(a)    Borrowings; Several Obligations. Each Loan shall be made as part of a Borrowing consisting of\nLoans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the\nCommitments are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.\n(b)    Types of Loans. Subject to Section 3.03 and\nSection 5.05, each Borrowing shall be comprised entirely of Base Rate Loans or LIBOR Rate Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any LIBOR Rate Loan by causing any\ndomestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.\n(c)    Minimum Amounts; Limitation on Number of Borrowings. At the commencement of each Interest\nPeriod for any LIBOR Rate Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Borrowing is made, such Borrowing shall be in an aggregate\namount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance\nthe reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of five\n(5) LIBOR Rate Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto\nwould end after the Maturity Date.\n(d)    Notes. If requested by a Lender, the Loans made by\nsuch Lender shall be evidenced by a single Note of the Borrower, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement or (ii) any Lender that becomes a\nparty hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount\nas in effect on such date, and otherwise duly completed. Upon request from a Lender, in the event that any such Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06,\nSection 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit\nAmount after giving effect to such increase or decrease, and otherwise duly completed. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by such Lender, and all payments made on account of the principal\nthereof, may be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender.\nFailure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.\nSection 2.03    Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative\nAgent of such request by telephone (a) in the case of a LIBOR Rate Borrowing, not later than 10:00 a.m., Pittsburgh, Pennsylvania time, three Business Days before the date of the proposed Borrowing or (b) in the case of a Base Rate\nBorrowing, not later than 10:00 a.m., Pittsburgh, Pennsylvania time, on the date of the proposed Borrowing; provided that no such notice shall be required for any deemed request of a Base Rate Borrowing to finance the reimbursement of an\nLC Disbursement as provided in Section 2.08(e). Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, fax or other electronic communication to the Administrative Agent\nof a written Borrowing Request in substantially the form of Exhibit B and signed by the Borrower, it being understood that the Administrative Agent may rely on the authority of any individual making such a telephonic\nrequest without the necessity of receipt of such written confirmation. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:\n(i)    the aggregate amount of the requested Borrowing;\n(ii)    the date of such Borrowing, which shall be a Business Day;\n(iii)    whether such Borrowing is to be a Base Rate Borrowing or a LIBOR Rate Borrowing;\n(iv)    in the case of a LIBOR Rate Borrowing, the initial Interest Period to be applicable thereto, which\nshall be a period contemplated by the definition of the term “Interest Period”;\n(v)    the\namount of the then effective Borrowing Base, the current total Revolving Credit Exposures (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing); and\n(vi)    the location and number of the Borrower’s account to which funds are to be disbursed, which\nshall comply with the requirements of Section 2.05.\nIf no election as to the Type of Borrowing is specified,\nthen the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any requested LIBOR Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.\nEach Borrowing Request shall constitute a representation that the amount of the requested Borrowing shall not cause the total Revolving Credit Exposures to exceed the total Commitments (i.e., the lesser of the Aggregate Maximum Credit Amounts and\nthe then effective Borrowing Base).\nPromptly following receipt of a Borrowing Request in accordance with this\nSection 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.\nSection 2.04    Interest Elections.\n(a)    Conversion and Continuance. Each Borrowing initially shall be of the Type specified in the\napplicable Borrowing Request and, in the case of a LIBOR Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue\nsuch Borrowing and, in the case of a LIBOR Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.04. The Borrower may elect different options with respect to different portions of the\naffected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.\n(b)    Interest Election Requests. To make an election pursuant to this\nSection 2.04, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were\nrequesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery, fax or other\nelectronic communication to the Administrative Agent of a written Interest Election Request in substantially the form of Exhibit C and signed by the Borrower.\n(c)    Information in Interest Election Requests. Each telephonic and written Interest Election\nRequest shall specify the following information in compliance with Section 2.02:\n(i)    the Borrowing to which such Interest Election Request applies and, if different options are being\nelected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to Section 2.04(c)(iii) and\nSection 2.04(c)(iv) shall be specified for each resulting Borrowing);\n(ii)    the effective date of the election made pursuant to such Interest Election Request, which shall be\na Business Day;\n(iii)    whether the resulting Borrowing is to be a Base Rate Borrowing or a LIBOR\nRate Borrowing; and\n(iv)    if the resulting Borrowing is a LIBOR Rate Borrowing, the Interest Period\nto be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.\nIf any such Interest Election Request requests a LIBOR Rate Borrowing but does not specify an Interest Period, then the Borrower shall be\ndeemed to have selected an Interest Period of one month’s duration.\n(d)    Notice to the Lenders by the Administrative\nAgent. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.\n(e)    Effect of Failure to Deliver Timely Interest Election Request and Events of Default on Interest\nElection. If the Borrower fails to deliver a timely Interest Election Request with respect to a LIBOR Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end\nof such Interest Period such Borrowing shall be converted to a Base Rate Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, (i) no outstanding Borrowing may be converted to or\ncontinued as a LIBOR Rate Borrowing (and any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBOR Rate Borrowing shall be ineffective) and (ii) unless repaid, each LIBOR Rate\nBorrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.\nSection 2.05    Funding of Borrowings.\n(a)    Funding by the Lenders. Each Lender shall make each Loan to be made by it hereunder on the\nproposed date thereof by wire transfer of immediately available funds by 2:00 p.m., Pittsburgh, Pennsylvania time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The\nAdministrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent and designated by the Borrower in the applicable\nBorrowing Request; provided that Base Rate Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.\nNothing herein shall be deemed to obligate any Lender to obtain the funds for its Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for its Loan in any particular\nplace or manner.\n(b)    Presumption of Funding by the Lenders. Unless the Administrative Agent\nshall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such\nLender has made such share available on such date in accordance with Section 2.05(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in\nfact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest\nthereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate\nand a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to Base Rate Loans. If such Lender pays such amount to the\nAdministrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.\nSection 2.06    Termination and Reduction of Aggregate Maximum Credit Amounts.\n(a)    Scheduled Termination of Commitments. Unless previously terminated, the Commitments shall\nterminate on the Maturity Date. If at any time the Aggregate Maximum Credit Amounts are terminated or reduced to zero, then the Commitments shall terminate on the effective date of such termination or reduction.\n(b)    Optional Termination and Reduction of Aggregate\nMaximum Credit Amounts.\n(i)    The Borrower may at any time terminate, or from time to time\nreduce, the Aggregate Maximum Credit Amounts; provided that (A) each reduction of the Aggregate Maximum Credit Amounts shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (B) the\nBorrower shall not terminate or reduce the Aggregate Maximum Credit Amounts if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 3.04(b), the total Revolving Credit Exposures would\nexceed the total Commitments.\n(ii)    The Borrower shall notify the Administrative Agent of any\nelection to terminate or reduce the Aggregate Maximum Credit Amounts under Section 2.06(b)(i) at least three Business Days prior to the effective date of such termination or reduction, specifying such\nelection and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Any election by the Borrower to terminate or reduce the Aggregate Maximum Credit Amounts\npursuant to a notice delivered by the Borrower pursuant to this Section 2.06(b)(ii) may be made to be contingent upon the consummation of a refinancing or effectiveness of other credit facilities and such\nnotice may otherwise be extended or revoked, in each case, with the requirements of Section 5.02 to apply to any failure of the contingency to occur and any such extension or revocation. Any termination or reduction of the\nAggregate Maximum Credit Amounts shall be permanent and may not be reinstated. Each reduction of the Aggregate Maximum Credit Amounts shall be made ratably among the Lenders in accordance with each Lender’s Applicable Percentage.\nSection 2.07    Borrowing Base.\n(a)    Initial Borrowing Base. For the period from and including the Effective Date to but excluding\nthe first Redetermination Date, the amount of the Borrowing Base shall be $55,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to the Borrowing Base Adjustment Provisions.\n(b)    Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined on a semi-annual basis in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”). Subject to Section 2.07(d),\nsuch redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders on or about April 1st and October 1st of each year, as applicable, commencing October 1, 2017. In addition, the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the\nRequired Lenders, by notifying the Borrower thereof, one time between any two successive Scheduled Redeterminations, each elect to cause the Borrowing Base to be redetermined (an “Interim Redetermination”) in accordance with this\nSection 2.07.\n(c)    Scheduled and Interim Procedure. Each Scheduled\nRedetermination and each Interim Redetermination shall be effectuated as follows:\n(i)    Upon receipt\nby the Administrative Agent of (A) the applicable Reserve Report and related Reserve Report Certificate and (B) such other reports, data and\nsupplemental information, including, without limitation, the information provided pursuant to Section 8.01 (as applicable) and Section 8.12, as\nmay, from time to time, be reasonably requested by the Administrative Agent or the Majority Lenders (the Reserve Report, related Reserve Report Certificate and such other reports, data and supplemental information being the “Engineering\nReports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall, in its sole discretion, propose a new Borrowing Base (the “Proposed Borrowing Base”) based upon any\ninformation (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence of any other Debt, the Loan Parties’ other assets, liabilities,\nfixed charges, cash flow, business properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in its\nsole discretion and consistent with its oil and gas lending criteria as it exists at the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Credit Amounts.\n(ii)    The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base\n(the “Proposed Borrowing Base Notice”):\n(A)    in the case of a Scheduled\nRedetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) in a timely and complete manner, then on or before the\nfifteenth (15th) day following the date of delivery (or such later date, within 30 days thereof, to which the Borrower and the Administrative Agent agree) or (2) if the Administrative\nAgent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) in a timely and complete manner, then promptly after the Administrative Agent has received complete\nEngineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i); and\n(B)    in the case of an Interim Redetermination, on or about the thirtieth (30th) day after the Administrative Agent has received the required Engineering Reports (unless otherwise agreed by the Borrower).\n(iii)    Any Proposed Borrowing Base that would (A) increase the Borrowing Base then in effect must be\napproved by all Lenders (other than Defaulting Lenders) and (B) decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders, in each case, as provided in this\nSection 2.07(c)(iii). Such decisions will be made by each Lender based upon such criteria (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the\nEngineering Reports and the existence of any other Debt, the Loan Parties’ other assets, liabilities, fixed charges, cash flow, business properties, prospects, management and ownership, hedged and unhedged exposure to price, price and\nproduction scenarios, interest rate and operating cost changes) as such Lender deems appropriate in its sole discretion and consistent with its oil and gas lending criteria as it exists at the particular time. Upon receipt of the Proposed Borrowing\nBase Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) day period, in the\ncase of a Proposed Borrowing\nBase that would decrease or maintain the Borrowing Base then in effect, a Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be\ndeemed to be an approval of such Proposed Borrowing Base. If, at the end of such fifteen (15) day period, all of the Lenders (other than Defaulting Lenders), in the case of a Proposed Borrowing Base that would increase the Borrowing Base then\nin effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the\nBorrowing Base, effective on the date specified in Section 2.07(d). If, however, at the end of such fifteen (15) day period, all of the Lenders (other than Defaulting Lenders) or the Required Lenders, as applicable,\nhave not approved or deemed to have approved the Proposed Borrowing Base as indicated above, then the Administrative Agent shall promptly thereafter poll the Lenders to ascertain the highest Borrowing Base then acceptable to all of the Lenders (in\nthe case of any increase to the Borrowing Base) or a number of Lenders sufficient to constitute the Required Lenders (in any other case) and such amount shall become the new Borrowing Base, effective on the date specified in\nSection 2.07(d).\n(d)    Effectiveness of a Redetermined\nBorrowing Base. After a redetermined Borrowing Base is approved or is deemed to have been approved by all of the Lenders (other than Defaulting Lenders) or the Required Lenders, as applicable, pursuant to\nSection 2.07(c)(iii), the Administrative Agent shall notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall\nbecome the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders:\n(i)    in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received\nthe Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or about April\n1st or October 1st of each year, as applicable (or such later time as (x) the Borrower may agree upon request of the Administrative Agent\nor (y) the Majority Lenders may agree upon the request of the Borrower), following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to\nSection 8.12(a) and (c) in a timely and complete manner, then on the Business Day next succeeding delivery of such New Borrowing Base Notice; and\n(ii)    in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such New\nBorrowing Base Notice.\nSuch amount shall then become the Borrowing Base until the next Scheduled Redetermination Date, the\nnext Interim Redetermination Date or the next adjustment to the Borrowing Base under the Borrowing Base Adjustment Provisions, whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall\nbecome effective until the New Borrowing Base Notice related thereto is received by the Borrower.\n(e)    Borrowing Base Reductions.\n(i)    Upon the issuance or incurrence of any Senior Unsecured Notes in accordance with\nSection 9.02(h), the Borrowing Base then in effect shall be reduced by\nan amount equal to the product of 0.25 multiplied by the difference between (A) the\nstated principal amount of such Senior Unsecured Notes (without regard to any original issue discount) and (B) the amount of proceeds of such issuance applied to repay any outstanding Senior Unsecured Notes, and the Borrowing Base as so reduced\nshall become the new Borrowing Base immediately upon the date of such issuance or incurrence, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks and the Lenders on such date until the next redetermination or\nmodification thereof hereunder.\n(ii)    If the sum of (A) the Borrowing Base value of the\naggregate of dispositions of Oil and Gas Properties and Equity Interests occurring in any period between Scheduled Redeterminations, plus (B) the Borrowing Base value of Swap Liquidations (unless novated or assigned to a counterparty\nwith equal or better creditworthiness or replaced with positions or contracts of comparable value) occurring in the same period exceeds 5% of the then effective Borrowing Base, then the Borrowing Base shall be reduced in an amount of the Borrowing\nBase value or attributed value of such dispositions and the Borrowing Base value given to such terminated Swap Agreements as determined by the Administrative Agent. Any redetermination of the Borrowing Base pursuant to this\nSection 2.07(e) shall not be considered an Interim Redetermination requested by Administrative Agent within the meaning of Section 2.07(b).\n(iii)    The Borrowing Base may be reduced as provided in Section 8.13(c).\nSection 2.08    Letters of Credit.\n(a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of dollar\ndenominated Letters of Credit for its own account or for the account of any other Loan Party, in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the period from the\nEffective Date until the day which is five (5) Business Days prior to the end of the Availability Period; provided that the Borrower may not request the issuance, amendment, renewal or extension of Letters of Credit hereunder if a\nBorrowing Base Deficiency exists at such time or would exist as a result thereof. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other\nagreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.\n(b)    Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the\nissuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the\napplicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (to be received no later than 10:00 a.m. Pittsburgh, Pennsylvania time five (5) Business Days, or such shorter period as may be agreed to by the Issuing\nBank, in advance of the requested date of issuance, amendment, renewal or extension) a notice:\n(i)    requesting the issuance of a Letter of Credit or identifying the Letter of Credit to be amended,\nrenewed or extended;\n(ii)    specifying the date of issuance, amendment, renewal\nor extension (which shall be a Business Day);\n(iii)    specifying the date on which such Letter of\nCredit is to expire (which shall comply with Section 2.08(c));\n(iv)    specifying the amount of such Letter of Credit;\n(v)    specifying the name and address of the beneficiary thereof and such other information as shall be\nnecessary to prepare, amend, renew or extend such Letter of Credit; and\n(vi)    specifying the amount\nof the then effective Borrowing Base and whether a Borrowing Base Deficiency exists at such time, the current total Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an\noutstanding Letter of Credit) and the pro forma total Revolving Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit).\nEach notice shall constitute a representation that after giving effect to the requested issuance, amendment, renewal or\nextension, as applicable, (i) the LC Exposure shall not exceed the LC Commitment and (ii) the total Revolving Credit Exposures shall not exceed the total Commitments (i.e. the lesser of the Aggregate Maximum Credit Amounts and the\nthen effective Borrowing Base).\nIf requested by the applicable Issuing Bank, the Borrower also shall submit a letter of\ncredit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit and shall guarantee the reimbursement of any Letter of Credit issued hereunder.\n(c)    Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on\nthe earlier of (i) the date one year after the date of the issuance of such Letter of Credit or, if a Letter of Credit is issued in favor of the Texas Railroad Commission (the “Specified L/Cs”), the date fifteen months after\nthe date of issuance of such Letter of Credit (or, in the case of any renewal or extension of a Letter of Credit, one year or, in the case of the Specified L/Cs, fifteen (15) months after such renewal or extension), in each case unless\nconsented to by the relevant Issuing Bank and the Administrative Agent, and (ii) the date that is five Business Days prior to the Maturity Date; provided, however, that any Letter of Credit with a\none-year maturity date may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not\nbeyond the date that is five Business Days prior to the Maturity Date) unless the Issuing Bank notifies the beneficiary thereof at least thirty days (or such longer period as may be specified in such Letter of Credit) prior to the then-applicable\nexpiration date that such Letter of Credit will not be renewed.\n(d)    Participations. By the\nissuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each\nLender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance\nof the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account\nof such Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in\nSection 2.08(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this\nSection 2.08(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence\nand continuance of a Default, the existence of a Borrowing Base Deficiency or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.\n(e)    Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of\nCredit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 2:00 p.m., Pittsburgh, Pennsylvania time, on the Business Day immediately following the later\nof the Business Day on which such LC Disbursement is made and the Business Day the Borrower receives notice thereof; provided that, unless the Borrower has notified the relevant Issuing Bank and Administrative Agent that it will, and does,\nreimburse such LC Disbursement by the required date and time, the Borrower shall, subject to the conditions to Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request under such circumstances, that such payment\nbe financed with a Base Rate Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Borrowing. If the Borrower fails to make\nsuch payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following\nreceipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by\nsuch Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the\nLenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 2.08(e), the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to\nthe extent that Lenders have made payments pursuant to this Section 2.08(e) to reimburse the applicable Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender\npursuant to this section to reimburse the Issuing Bank for any LC Disbursement (other than the funding of Base Rate Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC\nDisbursement.\n(f)    Obligations Absolute. The Borrower’s obligation to reimburse LC\nDisbursements as provided in Section 2.08(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and\nirrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit\nproving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does\nnot comply with the terms of such Letter of Credit or any Letter of Credit Agreement, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this\nSection 2.08(f), constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of\ntheir Related\nParties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder\n(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit\n(including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of any Issuing Bank; provided that the foregoing shall not be construed\nto excuse the applicable Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law)\nsuffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree\nthat, in the absence of gross negligence or willful misconduct on the part of the applicable Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised all requisite care in each\nsuch determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of\nCredit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment\nupon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.\n(g)    Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt\nthereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The applicable Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by fax or other electronic\ntransmission) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to\nreimburse the applicable Issuing Bank and the Lenders with respect to any such LC Disbursement.\n(h)    Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, until the\nBorrower shall have reimbursed such Issuing Bank for such LC Disbursement (either with its own funds or a Borrowing under Section 2.08(e)), the unpaid amount thereof shall bear interest, for each day from and including the\ndate such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to Base Rate Loans. Interest accrued pursuant to this Section 2.08(h)\nshall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.08(e) to reimburse such Issuing Bank shall be for the account of such Lender\nto the extent of such payment.\n(i)    Replacement of an Issuing Bank. An Issuing Bank may be\nreplaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the\ntime any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 3.05(b). From and after the effective date of any such\nreplacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term\n“Issuing Bank” shall also be deemed to refer to such successor. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue\nto have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue\nadditional Letters of Credit.\n(j)    Cash Collateralization.\n(i)    If any Event of Default shall occur and be continuing and the Borrower receives notice from the\nAdministrative Agent or the Majority Lenders demanding the deposit of cash collateral pursuant to this Section 2.08(j), then the Borrower shall deposit, in an account with the Administrative Agent, in the name of the\nAdministrative Agent and for the benefit of the Secured Parties, an amount in cash equal to the LC Exposure. If the Borrower is required to pay to the Administrative Agent the excess attributable to an LC Exposure in connection with any prepayment\npursuant to Section 3.04(c), the Borrower shall deposit in such an account an amount equal to the amount of such excess as provided in Section 3.04(c), as of such date plus any accrued and unpaid\ninterest thereon. The obligation to deposit such cash collateral pursuant to the two preceding sentences shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon\nthe occurrence of any Event of Default with respect to the Borrower or any Subsidiary described in Section 10.01(h) or Section 10.01(i).\n(ii)    At any time that there shall exist a Defaulting Lender, within one Business Day following the\nwritten request of the Administrative Agent or any Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender (determined after giving\neffect to Section 4.05(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount."} +{"idx": 68, "level": 4, "span": "(A)    Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting\nLender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Banks, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ LC\nExposure, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Banks as herein\nprovided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an\namount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender)."} +{"idx": 68, "level": 4, "span": "(B)    Application. Notwithstanding anything to the contrary contained in this Agreement, Cash\nCollateral provided under this Section 2.08(j) or Section 4.05 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s LC Exposure (including, as to\nCash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein."} +{"idx": 68, "level": 4, "span": "(C)    Termination of Requirement. Cash Collateral\n(or the appropriate portion thereof) provided to reduce any Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.08(j) following (i) the elimination\nof the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the determination by the Administrative Agent and each Issuing Bank that there exists excess Cash Collateral;\nprovided that, subject to Section 4.05 the Person providing Cash Collateral and each Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and\nprovided further that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents."} +{"idx": 68, "level": 3, "span": "(a)    Borrowings; Several Obligations\nEach Loan shall be made as part of a Borrowing consisting of\nLoans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the\nCommitments are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required."} +{"idx": 68, "level": 3, "span": "(b)    Types of Loans\nSubject to Section 3.03 and\nSection 5.05, each Borrowing shall be comprised entirely of Base Rate Loans or LIBOR Rate Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any LIBOR Rate Loan by causing any\ndomestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement."} +{"idx": 68, "level": 3, "span": "(c)    Minimum Amounts; Limitation on Number of Borrowings\nAt the commencement of each Interest\nPeriod for any LIBOR Rate Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Borrowing is made, such Borrowing shall be in an aggregate\namount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance\nthe reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of five\n(5) LIBOR Rate Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto\nwould end after the Maturity Date."} +{"idx": 68, "level": 3, "span": "(d)    Notes\nIf requested by a Lender, the Loans made by\nsuch Lender shall be evidenced by a single Note of the Borrower, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement or (ii) any Lender that becomes a"} +{"idx": 68, "level": 4, "span": "(i)    the aggregate amount of the requested Borrowing;"} +{"idx": 68, "level": 4, "span": "(ii)    the date of such Borrowing, which shall be a Business Day;"} +{"idx": 68, "level": 4, "span": "(iii)    whether such Borrowing is to be a Base Rate Borrowing or a LIBOR Rate Borrowing;"} +{"idx": 68, "level": 4, "span": "(iv)    in the case of a LIBOR Rate Borrowing, the initial Interest Period to be applicable thereto, which\nshall be a period contemplated by the definition of the term “Interest Period”;"} +{"idx": 68, "level": 4, "span": "(v)    the\namount of the then effective Borrowing Base, the current total Revolving Credit Exposures (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing); and"} +{"idx": 68, "level": 4, "span": "(vi)    the location and number of the Borrower’s account to which funds are to be disbursed, which\nshall comply with the requirements of Section 2.05."} +{"idx": 68, "level": 3, "span": "(a)    Conversion and Continuance\nEach Borrowing initially shall be of the Type specified in the\napplicable Borrowing Request and, in the case of a LIBOR Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue\nsuch Borrowing and, in the case of a LIBOR Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.04. The Borrower may elect different options with respect to different portions of the\naffected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing."} +{"idx": 68, "level": 3, "span": "(b)    Interest Election Requests\nTo make an election pursuant to this\nSection 2.04, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were\nrequesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery, fax or other\nelectronic communication to the Administrative Agent of a written Interest Election Request in substantially the form of Exhibit C and signed by the Borrower."} +{"idx": 68, "level": 3, "span": "(c)    Information in Interest Election Requests\nEach telephonic and written Interest Election\nRequest shall specify the following information in compliance with Section 2.02:"} +{"idx": 68, "level": 4, "span": "(i)    the Borrowing to which such Interest Election Request applies and, if different options are being\nelected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to Section 2.04(c)(iii) and\nSection 2.04(c)(iv) shall be specified for each resulting Borrowing);"} +{"idx": 68, "level": 4, "span": "(ii)    the effective date of the election made pursuant to such Interest Election Request, which shall be\na Business Day;"} +{"idx": 68, "level": 4, "span": "(iii)    whether the resulting Borrowing is to be a Base Rate Borrowing or a LIBOR\nRate Borrowing; and"} +{"idx": 68, "level": 4, "span": "(iv)    if the resulting Borrowing is a LIBOR Rate Borrowing, the Interest Period\nto be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”."} +{"idx": 68, "level": 3, "span": "(d)    Notice to the Lenders by the Administrative\nAgent. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing."} +{"idx": 68, "level": 3, "span": "(e)    Effect of Failure to Deliver Timely Interest Election Request and Events of Default on Interest\nElection. If the Borrower fails to deliver a timely Interest Election Request with respect to a LIBOR Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end\nof such Interest Period such Borrowing shall be converted to a Base Rate Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, (i) no outstanding Borrowing may be converted to or\ncontinued as a LIBOR Rate Borrowing (and any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBOR Rate Borrowing shall be ineffective) and (ii) unless repaid, each LIBOR Rate\nBorrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto."} +{"idx": 68, "level": 3, "span": "(a)    Funding by the Lenders\nEach Lender shall make each Loan to be made by it hereunder on the\nproposed date thereof by wire transfer of immediately available funds by 2:00 p.m., Pittsburgh, Pennsylvania time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The\nAdministrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent and designated by the Borrower in the applicable\nBorrowing Request; provided that Base Rate Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.\nNothing herein shall be deemed to obligate any Lender to obtain the funds for its Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for its Loan in any particular\nplace or manner."} +{"idx": 68, "level": 3, "span": "(b)    Presumption of Funding by the Lenders\nUnless the Administrative Agent\nshall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such\nLender has made such share available on such date in accordance with Section 2.05(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in\nfact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest\nthereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate\nand a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to Base Rate Loans. If such Lender pays such amount to the\nAdministrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing."} +{"idx": 68, "level": 3, "span": "(a)    Scheduled Termination of Commitments\nUnless previously terminated, the Commitments shall\nterminate on the Maturity Date. If at any time the Aggregate Maximum Credit Amounts are terminated or reduced to zero, then the Commitments shall terminate on the effective date of such termination or reduction."} +{"idx": 68, "level": 3, "span": "(b)    Optional Termination and Reduction of Aggregate\nMaximum Credit Amounts."} +{"idx": 68, "level": 4, "span": "(i)    The Borrower may at any time terminate, or from time to time\nreduce, the Aggregate Maximum Credit Amounts; provided that (A) each reduction of the Aggregate Maximum Credit Amounts shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (B) the\nBorrower shall not terminate or reduce the Aggregate Maximum Credit Amounts if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 3.04(b), the total Revolving Credit Exposures would\nexceed the total Commitments."} +{"idx": 68, "level": 4, "span": "(ii)    The Borrower shall notify the Administrative Agent of any\nelection to terminate or reduce the Aggregate Maximum Credit Amounts under Section 2.06(b)(i) at least three Business Days prior to the effective date of such termination or reduction, specifying such\nelection and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Any election by the Borrower to terminate or reduce the Aggregate Maximum Credit Amounts\npursuant to a notice delivered by the Borrower pursuant to this Section 2.06(b)(ii) may be made to be contingent upon the consummation of a refinancing or effectiveness of other credit facilities and such\nnotice may otherwise be extended or revoked, in each case, with the requirements of Section 5.02 to apply to any failure of the contingency to occur and any such extension or revocation. Any termination or reduction of the\nAggregate Maximum Credit Amounts shall be permanent and may not be reinstated. Each reduction of the Aggregate Maximum Credit Amounts shall be made ratably among the Lenders in accordance with each Lender’s Applicable Percentage."} +{"idx": 68, "level": 3, "span": "(a)    Initial Borrowing Base\nFor the period from and including the Effective Date to but excluding\nthe first Redetermination Date, the amount of the Borrowing Base shall be $55,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to the Borrowing Base Adjustment Provisions."} +{"idx": 68, "level": 3, "span": "(b)    Scheduled and Interim Redeterminations\nThe Borrowing Base shall be redetermined on a semi-annual basis in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”). Subject to Section 2.07(d),\nsuch redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders on or about April 1st and October 1st of each year, as applicable, commencing October 1, 2017. In addition, the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the\nRequired Lenders, by notifying the Borrower thereof, one time between any two successive Scheduled Redeterminations, each elect to cause the Borrowing Base to be redetermined (an “Interim Redetermination”) in accordance with this\nSection 2.07."} +{"idx": 68, "level": 3, "span": "(c)    Scheduled and Interim Procedure\nEach Scheduled\nRedetermination and each Interim Redetermination shall be effectuated as follows:"} +{"idx": 68, "level": 4, "span": "(i)    Upon receipt\nby the Administrative Agent of (A) the applicable Reserve Report and related Reserve Report Certificate and (B) such other reports, data and"} +{"idx": 68, "level": 4, "span": "(ii)    The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base\n(the “Proposed Borrowing Base Notice”):"} +{"idx": 68, "level": 4, "span": "(A)    in the case of a Scheduled\nRedetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) in a timely and complete manner, then on or before the\nfifteenth (15th) day following the date of delivery (or such later date, within 30 days thereof, to which the Borrower and the Administrative Agent agree) or (2) if the Administrative\nAgent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) in a timely and complete manner, then promptly after the Administrative Agent has received complete\nEngineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i); and"} +{"idx": 68, "level": 4, "span": "(B)    in the case of an Interim Redetermination, on or about the thirtieth (30th) day after the Administrative Agent has received the required Engineering Reports (unless otherwise agreed by the Borrower)."} +{"idx": 68, "level": 4, "span": "(iii)    Any Proposed Borrowing Base that would (A) increase the Borrowing Base then in effect must be\napproved by all Lenders (other than Defaulting Lenders) and (B) decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders, in each case, as provided in this\nSection 2.07(c)(iii). Such decisions will be made by each Lender based upon such criteria (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the\nEngineering Reports and the existence of any other Debt, the Loan Parties’ other assets, liabilities, fixed charges, cash flow, business properties, prospects, management and ownership, hedged and unhedged exposure to price, price and\nproduction scenarios, interest rate and operating cost changes) as such Lender deems appropriate in its sole discretion and consistent with its oil and gas lending criteria as it exists at the particular time. Upon receipt of the Proposed Borrowing\nBase Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) day period, in the\ncase of a Proposed Borrowing"} +{"idx": 68, "level": 3, "span": "(d)    Effectiveness of a Redetermined\nBorrowing Base. After a redetermined Borrowing Base is approved or is deemed to have been approved by all of the Lenders (other than Defaulting Lenders) or the Required Lenders, as applicable, pursuant to\nSection 2.07(c)(iii), the Administrative Agent shall notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall\nbecome the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders:"} +{"idx": 68, "level": 4, "span": "(i)    in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received\nthe Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or about April\n1st or October 1st of each year, as applicable (or such later time as (x) the Borrower may agree upon request of the Administrative Agent\nor (y) the Majority Lenders may agree upon the request of the Borrower), following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to\nSection 8.12(a) and (c) in a timely and complete manner, then on the Business Day next succeeding delivery of such New Borrowing Base Notice; and"} +{"idx": 68, "level": 4, "span": "(ii)    in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such New\nBorrowing Base Notice."} +{"idx": 68, "level": 3, "span": "(e)    Borrowing Base Reductions."} +{"idx": 68, "level": 4, "span": "(i)    Upon the issuance or incurrence of any Senior Unsecured Notes in accordance with\nSection 9.02(h), the Borrowing Base then in effect shall be reduced by"} +{"idx": 68, "level": 4, "span": "(ii)    If the sum of (A) the Borrowing Base value of the\naggregate of dispositions of Oil and Gas Properties and Equity Interests occurring in any period between Scheduled Redeterminations, plus (B) the Borrowing Base value of Swap Liquidations (unless novated or assigned to a counterparty\nwith equal or better creditworthiness or replaced with positions or contracts of comparable value) occurring in the same period exceeds 5% of the then effective Borrowing Base, then the Borrowing Base shall be reduced in an amount of the Borrowing\nBase value or attributed value of such dispositions and the Borrowing Base value given to such terminated Swap Agreements as determined by the Administrative Agent. Any redetermination of the Borrowing Base pursuant to this\nSection 2.07(e) shall not be considered an Interim Redetermination requested by Administrative Agent within the meaning of Section 2.07(b)."} +{"idx": 68, "level": 4, "span": "(iii)    The Borrowing Base may be reduced as provided in Section 8.13(c)."} +{"idx": 68, "level": 3, "span": "(a) General\nSubject to the terms and conditions set forth herein, the Borrower may request the issuance of dollar\ndenominated Letters of Credit for its own account or for the account of any other Loan Party, in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the period from the\nEffective Date until the day which is five (5) Business Days prior to the end of the Availability Period; provided that the Borrower may not request the issuance, amendment, renewal or extension of Letters of Credit hereunder if a\nBorrowing Base Deficiency exists at such time or would exist as a result thereof. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other\nagreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control."} +{"idx": 68, "level": 3, "span": "(b)    Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions\nTo request the\nissuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the\napplicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (to be received no later than 10:00 a.m. Pittsburgh, Pennsylvania time five (5) Business Days, or such shorter period as may be agreed to by the Issuing\nBank, in advance of the requested date of issuance, amendment, renewal or extension) a notice:"} +{"idx": 68, "level": 4, "span": "(i)    requesting the issuance of a Letter of Credit or identifying the Letter of Credit to be amended,\nrenewed or extended;"} +{"idx": 68, "level": 4, "span": "(ii)    specifying the date of issuance, amendment, renewal\nor extension (which shall be a Business Day);"} +{"idx": 68, "level": 4, "span": "(iii)    specifying the date on which such Letter of\nCredit is to expire (which shall comply with Section 2.08(c));"} +{"idx": 68, "level": 4, "span": "(iv)    specifying the amount of such Letter of Credit;"} +{"idx": 68, "level": 4, "span": "(v)    specifying the name and address of the beneficiary thereof and such other information as shall be\nnecessary to prepare, amend, renew or extend such Letter of Credit; and"} +{"idx": 68, "level": 4, "span": "(vi)    specifying the amount\nof the then effective Borrowing Base and whether a Borrowing Base Deficiency exists at such time, the current total Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an\noutstanding Letter of Credit) and the pro forma total Revolving Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit)."} +{"idx": 68, "level": 3, "span": "(c)    Expiration Date\nEach Letter of Credit shall expire at or prior to the close of business on\nthe earlier of (i) the date one year after the date of the issuance of such Letter of Credit or, if a Letter of Credit is issued in favor of the Texas Railroad Commission (the “Specified L/Cs”), the date fifteen months after\nthe date of issuance of such Letter of Credit (or, in the case of any renewal or extension of a Letter of Credit, one year or, in the case of the Specified L/Cs, fifteen (15) months after such renewal or extension), in each case unless\nconsented to by the relevant Issuing Bank and the Administrative Agent, and (ii) the date that is five Business Days prior to the Maturity Date; provided, however, that any Letter of Credit with a\none-year maturity date may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not\nbeyond the date that is five Business Days prior to the Maturity Date) unless the Issuing Bank notifies the beneficiary thereof at least thirty days (or such longer period as may be specified in such Letter of Credit) prior to the then-applicable\nexpiration date that such Letter of Credit will not be renewed."} +{"idx": 68, "level": 3, "span": "(d)    Participations\nBy the\nissuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each\nLender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance\nof the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account"} +{"idx": 68, "level": 3, "span": "(e)    Reimbursement\nIf an Issuing Bank shall make any LC Disbursement in respect of a Letter of\nCredit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 2:00 p.m., Pittsburgh, Pennsylvania time, on the Business Day immediately following the later\nof the Business Day on which such LC Disbursement is made and the Business Day the Borrower receives notice thereof; provided that, unless the Borrower has notified the relevant Issuing Bank and Administrative Agent that it will, and does,\nreimburse such LC Disbursement by the required date and time, the Borrower shall, subject to the conditions to Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request under such circumstances, that such payment\nbe financed with a Base Rate Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Borrowing. If the Borrower fails to make\nsuch payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following\nreceipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by\nsuch Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the\nLenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 2.08(e), the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to\nthe extent that Lenders have made payments pursuant to this Section 2.08(e) to reimburse the applicable Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender\npursuant to this section to reimburse the Issuing Bank for any LC Disbursement (other than the funding of Base Rate Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC\nDisbursement."} +{"idx": 68, "level": 3, "span": "(f)    Obligations Absolute\nThe Borrower’s obligation to reimburse LC\nDisbursements as provided in Section 2.08(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and\nirrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit\nproving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does\nnot comply with the terms of such Letter of Credit or any Letter of Credit Agreement, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this\nSection 2.08(f), constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of\ntheir Related"} +{"idx": 68, "level": 3, "span": "(g)    Disbursement Procedures\nThe applicable Issuing Bank shall, promptly following its receipt\nthereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The applicable Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by fax or other electronic\ntransmission) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to\nreimburse the applicable Issuing Bank and the Lenders with respect to any such LC Disbursement."} +{"idx": 68, "level": 3, "span": "(h)    Interim Interest\nIf an Issuing Bank shall make any LC Disbursement, then, until the\nBorrower shall have reimbursed such Issuing Bank for such LC Disbursement (either with its own funds or a Borrowing under Section 2.08(e)), the unpaid amount thereof shall bear interest, for each day from and including the\ndate such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to Base Rate Loans. Interest accrued pursuant to this Section 2.08(h)\nshall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.08(e) to reimburse such Issuing Bank shall be for the account of such Lender\nto the extent of such payment."} +{"idx": 68, "level": 4, "span": "(i)    Replacement of an Issuing Bank\nAn Issuing Bank may be\nreplaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the\ntime any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 3.05(b). From and after the effective date of any such\nreplacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term\n“Issuing Bank” shall also be deemed to refer to such successor. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue"} +{"idx": 68, "level": 3, "span": "(j)    Cash Collateralization."} +{"idx": 68, "level": 4, "span": "(i)    If any Event of Default shall occur and be continuing and the Borrower receives notice from the\nAdministrative Agent or the Majority Lenders demanding the deposit of cash collateral pursuant to this Section 2.08(j), then the Borrower shall deposit, in an account with the Administrative Agent, in the name of the\nAdministrative Agent and for the benefit of the Secured Parties, an amount in cash equal to the LC Exposure. If the Borrower is required to pay to the Administrative Agent the excess attributable to an LC Exposure in connection with any prepayment\npursuant to Section 3.04(c), the Borrower shall deposit in such an account an amount equal to the amount of such excess as provided in Section 3.04(c), as of such date plus any accrued and unpaid\ninterest thereon. The obligation to deposit such cash collateral pursuant to the two preceding sentences shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon\nthe occurrence of any Event of Default with respect to the Borrower or any Subsidiary described in Section 10.01(h) or Section 10.01(i)."} +{"idx": 68, "level": 4, "span": "(ii)    At any time that there shall exist a Defaulting Lender, within one Business Day following the\nwritten request of the Administrative Agent or any Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender (determined after giving\neffect to Section 4.05(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount."} +{"idx": 68, "level": 2, "span": "ARTICLE III"} +{"idx": 68, "level": 2, "span": "PAYMENTS OF\nPRINCIPAL AND INTEREST; PREPAYMENTS; FEES\nSection 3.01    Repayment of Loans. The Borrower hereby\nunconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Termination Date.\nSection 3.02    Interest.\n(a)    Base Rate Loans. The Loans comprising each Base Rate Borrowing shall bear interest at the\nBase Rate plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate.\n(b)    LIBOR Rate Loans. The Loans comprising each LIBOR Rate Borrowing shall bear interest at the\nLIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate.\n(c)    Post-Default Rate. Notwithstanding the\nforegoing, if any principal of, or interest on, any Loan or any fee or other amount payable by the Borrower or any Guarantor hereunder or under any other Loan Document is not paid when due, whether at stated maturity, upon acceleration or otherwise,\nsuch overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to two percent (2.0%) plus the rate applicable to Base Rate Loans as provided in Section 3.02(a) but in no event to exceed\nthe Highest Lawful Rate. Notwithstanding the foregoing, (i) if an Event of Default under Sections 10.01(a), (b), (h) or (i) has occurred and is continuing or (ii) upon the agreement of\nthe Majority Lenders, if any Event of Default (other than as specified in clause (i)) has occurred and is continuing, Loans outstanding at such time shall bear interest, after as well as before judgment, at the rate then applicable to such Loans\n(including the Applicable Margin) plus an additional two percent (2.0%), but in no event to exceed the Highest Lawful Rate.\n(d)    Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears on each\nInterest Payment Date for such Loan and on the Termination Date; provided that (i) interest accrued pursuant to Section 3.02(c) shall be payable on demand, (ii) in the event of any repayment or prepayment\nof any Loan (other than an optional prepayment of a Base Rate Loan prior to the Termination Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event\nof any conversion of any LIBOR Rate Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.\n(e)    Interest Rate Computations. All interest\nhereunder shall be computed on the basis of a year of 360 days unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year),\nexcept that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the\nactual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate or LIBOR Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error, and be\nbinding upon the parties hereto.\nSection 3.03    Alternate Rate of Interest. If prior to the commencement\nof any Interest Period for a LIBOR Rate Borrowing:\n(a)    the Administrative Agent determines (which\ndetermination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such Interest Period; or\n(b)    the Administrative Agent is advised by the Majority Lenders that the LIBOR Rate, as applicable, for\nsuch Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;\nthen the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or fax as promptly as practicable thereafter and, until\nthe Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any\nBorrowing as, a LIBOR Rate Borrowing shall be ineffective (and such Borrowing shall be automatically converted into Base Rate Loans on the last day of the applicable Interest Period), and (ii) if any Borrowing Request requests a LIBOR Rate\nBorrowing, such Borrowing shall be made either as a Base Rate Borrowing or at an alternate rate of interest determined by the Majority Lenders as their cost of funds.\nSection 3.04    Prepayments.\n(a) Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in\nwhole or in part, subject to prior notice in accordance with Section 3.04(b).\n(b)    Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent\nby telephone (confirmed by fax or other electronic transmission) of any prepayment hereunder (i) in the case of prepayment of a LIBOR Rate Borrowing, not later than 1:00 p.m., Pittsburgh, Pennsylvania time, three Business Days before the\ndate of prepayment, or (ii) in the case of prepayment of a Base Rate Borrowing, not later than 1:00 p.m., Pittsburgh, Pennsylvania time, at least one Business Day prior to the date of prepayment. Each such notice shall be irrevocable and\nshall specify (i) the prepayment date, and (ii) the principal amount of each Borrowing or portion thereof to be prepaid, which shall not be less than the lesser of (x) the Revolving Credit Exposure or (y) $5,000,000 for any Loan;\nprovided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06(b), then such notice of prepayment may be revoked if such\nnotice of termination is revoked in accordance with Section 2.06(b). Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each\npartial prepayment of any Borrowing shall be in an amount that would\nbe permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans\nincluded in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02 and any amounts due under Section 5.02.\n(c)    Mandatory Prepayments.\n(i)    Upon Optional Terminations and Reductions. If, after giving effect to any termination or\nreduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), there is a Borrowing Base Deficiency, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an\naggregate principal amount equal to such Borrowing Base Deficiency, and (B) if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of LC Exposure, Cash Collateralize such remaining deficiency as provided in\nSection 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of Cash Collateral substantially concurrently with the effectiveness of such termination or reduction\n(ii)    Upon Redeterminations, Title Related Adjustments, Etc. Upon any redetermination of the\nBorrowing Base pursuant to Section 2.07(b) or adjustment to the amount of the Borrowing Base in accordance with Section 8.13(c), if there is a Borrowing Base Deficiency, then, after receiving\nnotice from the Administrative Agent by means of (x) a New Borrowing Base Notice or (y) written notice of adjustment pursuant to Section 8.13(c), in each case, of such Borrowing Base Deficiency (such date of\nreceipt of notice, the “Deficiency Notification Date”), the Borrower shall, within ten (10) days of the Deficiency Notification Date inform the Administrative Agent of the Borrower’s election to:\n(A)    within thirty (30) days of the date such election is made, (1) prepay the Loans in an\naggregate principal amount equal to such Borrowing Base Deficiency and (2) if any Borrowing Base Deficiency remains after prepaying all of the Loans as a result of any LC Exposure, Cash Collateralize such excess as provided in\nSection 2.08(j),\n(B)    prepay the Loans in six (6) equal monthly\ninstallments, commencing on the thirtieth (30th) day following the Deficiency Notification Date with each payment being equal to 1/6th of the\naggregate principal amount of such excess (as such Borrowing Base Deficiency may be reduced during such six-month period as a result of a Borrowing Base re-determination or other adjustment of the Borrowing Base described herein),\n(C)    within sixty (60) days of the date such election is made, provide additional collateral in the\nform of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and\napproved by the Required Lenders) sufficient, after giving effect to any other actions taken pursuant to this Section 3.04(c) to eliminate any such excess, or\n(D)    undertake a combination of clauses (A), (B) and (C)."} +{"idx": 68, "level": 2, "span": "provided that, notwithstanding the options set forth above, in all cases,\nthe Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. If, because of LC Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing\nBase Deficiency as provided in Section 2.08(j)\n. \n(iii)    Upon Certain\nAdjustments. If there is a Borrowing Base Deficiency as a result of a Borrowing Base adjustment pursuant to the Borrowing Base Adjustment Provisions (other than Section 8.13(c)), then on the next Business Day after the\noccurrence of such Borrowing Base adjustment, the Borrower shall prepay Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency and if any Borrowing Base Deficiency remains as a result of LC Exposure, pay to\nAdministrative Agent an amount equal to such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j).\n(iv)    Application of Prepayments to Types of Borrowings. Each prepayment of Borrowings pursuant to\nthis Section 3.04(c) shall be applied, first, ratably to any Base Rate Borrowings then outstanding, and, second, ratably to any LIBOR Rate Borrowings then outstanding, and if more than one LIBOR Rate Borrowing is then\noutstanding, to each such LIBOR Rate Borrowing in order of priority beginning with the LIBOR Rate Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the LIBOR Rate Borrowing with the most\nnumber of days remaining in the Interest Period applicable thereto.\n(v)    Interest to be Paid with\nPrepayments. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.\n(d)    No Premium or Penalty. Prepayments permitted or required under this\nSection 3.04 shall be without premium or penalty, except as required under Section 5.02.\nSection 3.05    Fees.\n(a)    Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the account of\neach Lender (other than a Defaulting Lender to the extent set forth in Section 4.05) a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the average daily amount of the unused amount of the\nCommitment of such Lender (determined taking into account both Loans and LC Exposure) during the period from and including the date of this Agreement to but excluding the Termination Date. Accrued commitment fees shall be payable in arrears on the\nlast Business Day of March, June, September and December of each year and on the Termination Date, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days,\nunless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including\nthe first day but excluding the last day).\n(b)    Letter of Credit Fees. The Borrower agrees to\npay (i) to the Administrative Agent for the account of each Lender (other than a Defaulting Lender to the extent set forth in Section 4.05) a participation fee with respect to its participations in Letters of Credit,\nwhich shall accrue at the same Applicable Margin used to determine the interest rate applicable to LIBOR Rate Loans (as such rate may be increased pursuant to Section 3.02(c)) on the average daily\namount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements that has been funded by such Lender) during the period from and including the\ndate of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each applicable Issuing Bank a fronting fee, which shall\naccrue at the rate per annum agreed to between such Issuing Bank and Borrower on the average daily amount of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the\nperiod from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure and (iii) to each Issuing Bank, for its own account, its\nstandard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day of March, June,\nSeptember and December of each year shall be payable on such last Business Day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any\nsuch fees accruing after the Termination Date shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees\nand fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap\nyear), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).\n(c)    Administrative Agent Fees. The Borrower agrees to pay to the Administrative Agent, for its\nown account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent."} +{"idx": 68, "level": 4, "span": "(iii)    Upon Certain\nAdjustments. If there is a Borrowing Base Deficiency as a result of a Borrowing Base adjustment pursuant to the Borrowing Base Adjustment Provisions (other than Section 8.13(c)), then on the next Business Day after the\noccurrence of such Borrowing Base adjustment, the Borrower shall prepay Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency and if any Borrowing Base Deficiency remains as a result of LC Exposure, pay to\nAdministrative Agent an amount equal to such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j)."} +{"idx": 68, "level": 4, "span": "(iv)    Application of Prepayments to Types of Borrowings\nEach prepayment of Borrowings pursuant to\nthis Section 3.04(c) shall be applied, first, ratably to any Base Rate Borrowings then outstanding, and, second, ratably to any LIBOR Rate Borrowings then outstanding, and if more than one LIBOR Rate Borrowing is then\noutstanding, to each such LIBOR Rate Borrowing in order of priority beginning with the LIBOR Rate Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the LIBOR Rate Borrowing with the most\nnumber of days remaining in the Interest Period applicable thereto."} +{"idx": 68, "level": 4, "span": "(v)    Interest to be Paid with\nPrepayments. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02."} +{"idx": 68, "level": 3, "span": "(d)    No Premium or Penalty\nPrepayments permitted or required under this\nSection 3.04 shall be without premium or penalty, except as required under Section 5.02."} +{"idx": 68, "level": 3, "span": "(a)    Commitment Fees\nThe Borrower agrees to pay to the Administrative Agent for the account of\neach Lender (other than a Defaulting Lender to the extent set forth in Section 4.05) a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the average daily amount of the unused amount of the\nCommitment of such Lender (determined taking into account both Loans and LC Exposure) during the period from and including the date of this Agreement to but excluding the Termination Date. Accrued commitment fees shall be payable in arrears on the\nlast Business Day of March, June, September and December of each year and on the Termination Date, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days,\nunless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including\nthe first day but excluding the last day)."} +{"idx": 68, "level": 3, "span": "(b)    Letter of Credit Fees\nThe Borrower agrees to\npay (i) to the Administrative Agent for the account of each Lender (other than a Defaulting Lender to the extent set forth in Section 4.05) a participation fee with respect to its participations in Letters of Credit,\nwhich shall accrue at the same Applicable Margin used to determine the interest rate applicable to LIBOR Rate Loans (as such rate may be increased pursuant to Section 3.02(c)) on the average daily"} +{"idx": 68, "level": 3, "span": "(c)    Administrative Agent Fees\nThe Borrower agrees to pay to the Administrative Agent, for its\nown account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent."} +{"idx": 68, "level": 3, "span": "(a)    Base Rate Loans\nThe Loans comprising each Base Rate Borrowing shall bear interest at the\nBase Rate plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate."} +{"idx": 68, "level": 3, "span": "(b)    LIBOR Rate Loans\nThe Loans comprising each LIBOR Rate Borrowing shall bear interest at the\nLIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate."} +{"idx": 68, "level": 3, "span": "(c)    Post-Default Rate\nNotwithstanding the\nforegoing, if any principal of, or interest on, any Loan or any fee or other amount payable by the Borrower or any Guarantor hereunder or under any other Loan Document is not paid when due, whether at stated maturity, upon acceleration or otherwise,\nsuch overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to two percent (2.0%) plus the rate applicable to Base Rate Loans as provided in Section 3.02(a) but in no event to exceed\nthe Highest Lawful Rate. Notwithstanding the foregoing, (i) if an Event of Default under Sections 10.01(a), (b), (h) or (i) has occurred and is continuing or (ii) upon the agreement of\nthe Majority Lenders, if any Event of Default (other than as specified in clause (i)) has occurred and is continuing, Loans outstanding at such time shall bear interest, after as well as before judgment, at the rate then applicable to such Loans\n(including the Applicable Margin) plus an additional two percent (2.0%), but in no event to exceed the Highest Lawful Rate."} +{"idx": 68, "level": 3, "span": "(d)    Interest Payment Dates\nAccrued interest on each Loan shall be payable in arrears on each\nInterest Payment Date for such Loan and on the Termination Date; provided that (i) interest accrued pursuant to Section 3.02(c) shall be payable on demand, (ii) in the event of any repayment or prepayment\nof any Loan (other than an optional prepayment of a Base Rate Loan prior to the Termination Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event\nof any conversion of any LIBOR Rate Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion."} +{"idx": 68, "level": 3, "span": "(e)    Interest Rate Computations\nAll interest\nhereunder shall be computed on the basis of a year of 360 days unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year),\nexcept that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the\nactual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate or LIBOR Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error, and be\nbinding upon the parties hereto."} +{"idx": 68, "level": 3, "span": "(a)    the Administrative Agent determines (which\ndetermination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such Interest Period; or"} +{"idx": 68, "level": 3, "span": "(b)    the Administrative Agent is advised by the Majority Lenders that the LIBOR Rate, as applicable, for\nsuch Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;"} +{"idx": 68, "level": 3, "span": "(a) Optional Prepayments\nThe Borrower shall have the right at any time and from time to time to prepay any Borrowing in\nwhole or in part, subject to prior notice in accordance with Section 3.04(b)."} +{"idx": 68, "level": 3, "span": "(b)    Notice and Terms of Optional Prepayment\nThe Borrower shall notify the Administrative Agent\nby telephone (confirmed by fax or other electronic transmission) of any prepayment hereunder (i) in the case of prepayment of a LIBOR Rate Borrowing, not later than 1:00 p.m., Pittsburgh, Pennsylvania time, three Business Days before the\ndate of prepayment, or (ii) in the case of prepayment of a Base Rate Borrowing, not later than 1:00 p.m., Pittsburgh, Pennsylvania time, at least one Business Day prior to the date of prepayment. Each such notice shall be irrevocable and\nshall specify (i) the prepayment date, and (ii) the principal amount of each Borrowing or portion thereof to be prepaid, which shall not be less than the lesser of (x) the Revolving Credit Exposure or (y) $5,000,000 for any Loan;\nprovided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06(b), then such notice of prepayment may be revoked if such\nnotice of termination is revoked in accordance with Section 2.06(b). Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each\npartial prepayment of any Borrowing shall be in an amount that would"} +{"idx": 68, "level": 3, "span": "(c)    Mandatory Prepayments."} +{"idx": 68, "level": 4, "span": "(i)    Upon Optional Terminations and Reductions\nIf, after giving effect to any termination or\nreduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), there is a Borrowing Base Deficiency, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an\naggregate principal amount equal to such Borrowing Base Deficiency, and (B) if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of LC Exposure, Cash Collateralize such remaining deficiency as provided in\nSection 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of Cash Collateral substantially concurrently with the effectiveness of such termination or reduction"} +{"idx": 68, "level": 4, "span": "(ii)    Upon Redeterminations, Title Related Adjustments, Etc\nUpon any redetermination of the\nBorrowing Base pursuant to Section 2.07(b) or adjustment to the amount of the Borrowing Base in accordance with Section 8.13(c), if there is a Borrowing Base Deficiency, then, after receiving\nnotice from the Administrative Agent by means of (x) a New Borrowing Base Notice or (y) written notice of adjustment pursuant to Section 8.13(c), in each case, of such Borrowing Base Deficiency (such date of\nreceipt of notice, the “Deficiency Notification Date”), the Borrower shall, within ten (10) days of the Deficiency Notification Date inform the Administrative Agent of the Borrower’s election to:"} +{"idx": 68, "level": 4, "span": "(A)    within thirty (30) days of the date such election is made, (1) prepay the Loans in an\naggregate principal amount equal to such Borrowing Base Deficiency and (2) if any Borrowing Base Deficiency remains after prepaying all of the Loans as a result of any LC Exposure, Cash Collateralize such excess as provided in\nSection 2.08(j),"} +{"idx": 68, "level": 4, "span": "(B)    prepay the Loans in six (6) equal monthly\ninstallments, commencing on the thirtieth (30th) day following the Deficiency Notification Date with each payment being equal to 1/6th of the\naggregate principal amount of such excess (as such Borrowing Base Deficiency may be reduced during such six-month period as a result of a Borrowing Base re-determination or other adjustment of the Borrowing Base described herein),"} +{"idx": 68, "level": 4, "span": "(C)    within sixty (60) days of the date such election is made, provide additional collateral in the\nform of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and\napproved by the Required Lenders) sufficient, after giving effect to any other actions taken pursuant to this Section 3.04(c) to eliminate any such excess, or"} +{"idx": 68, "level": 4, "span": "(D)    undertake a combination of clauses (A), (B) and (C)."} +{"idx": 68, "level": 2, "span": "ARTICLE IV"} +{"idx": 68, "level": 2, "span": "PAYMENTS; PRO RATA\nTREATMENT; SHARING OF SET-OFFS\nSection 4.01    Payments\nGenerally; Pro Rata Treatment; Sharing of Set-offs.\n(a)    Payments by the Borrower. The Borrower shall make each payment required to be made by it\nhereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 5.01, Section 5.02, Section 5.03 or otherwise)\nprior to 11:00 a.m., Pittsburgh, Pennsylvania time, on the date when due, in immediately available funds, without defense, deduction, recoupment, set-off or counterclaim. Fees, once paid, shall be fully\nearned and shall not be refundable under any circumstances. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of\ncalculating interest thereon. All such payments shall be made to the Administrative Agent at its offices specified in Section 12.01, except payments to be made directly to the applicable Issuing Bank as expressly provided\nherein and except that payments pursuant to Section 5.01, Section 5.02, Section 5.03 and Section 12.03 shall be made directly to the Persons\nentitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is\nnot a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be\nmade in dollars.\n(b)    Application of Insufficient Payments. If at any\ntime insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment\nof interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements\nthen due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.\n(c)    Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater\nproportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash\nat face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of\nprincipal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such\nparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 4.01(c) shall not be construed to apply to any payment made by\nthe Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to\nany assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 4.01(c) shall apply). The Borrower consents to the foregoing and agrees, to the\nextent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with\nrespect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.\nSection 4.02    Presumption of Payment by the Borrower. Unless the Administrative Agent shall have received\nnotice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders and/or any applicable Issuing Bank that the Borrower will not make such payment, the Administrative Agent may assume\nthat the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders and/or any applicable Issuing Bank, as the case may be, the amount due. In such event, if the Borrower\nhas not in fact made such payment, then each of the Lenders and/or any applicable Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank\nwith interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the\nAdministrative Agent in accordance with banking industry rules on interbank compensation.\nSection 4.03    Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment\nrequired to be made by it pursuant to Section 2.05(a), Section 2.08(d), Section 2.08(e) or Section 4.02 then the Administrative Agent may, in its\ndiscretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied\nobligations are fully paid. If at any time prior to the acceleration or maturity of the Loans, the Administrative Agent\nshall receive any payment in respect of principal of a Loan or a reimbursement of an LC Disbursement while one or more Defaulting Lenders shall be party to this Agreement, the Administrative\nAgent shall apply such payment first to the Borrowing(s) for which such Defaulting Lender(s) shall have failed to fund its pro rata share until such time as such Borrowing(s) are paid in full or each Lender (including each Defaulting Lender) is owed\nits Applicable Percentage of all Loans then outstanding. After acceleration or maturity of the Loans, all principal will be paid ratably as provided in Section 10.02(c).\nSection 4.04    Disposition of Proceeds. The Security Instruments contain an assignment by the Borrower and/or\nthe Guarantors unto and in favor of the Administrative Agent for the benefit of the Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to production and all proceeds attributable thereto which may be\nproduced from or allocated to the Mortgaged Property. The Security Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations described therein and secured\nthereby. Notwithstanding the assignment contained in such Security Instruments, until the occurrence of an Event of Default, (a) the Administrative Agent agrees that it will neither notify the purchaser or purchasers of such production nor take\nany other action to cause such proceeds to be remitted to the Administrative Agent, but the Administrative Agent will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the\nAdministrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.\nSection 4.05    Defaulting Lenders.\n(a)    Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this\nAgreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:\n(i)    Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any\namendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.\n(ii)    Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts\nreceived by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise) or received by the Administrative Agent from a Defaulting\nLender pursuant to Section 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the\nAdministrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with\nrespect to such Defaulting Lender in accordance with Section 2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such\nDefaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and\nreleased pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with\nrespect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing\nBank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Banks against such Defaulting Lender\nas a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, to the payment of any amounts owing to the Borrower as a result of any judgment of a\ncourt of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise\ndirected by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share,\nand (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans\nof, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as\nall Loans and LC Exposure is held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 4.05(a)(iv). Any payments, prepayments or other amounts paid or\npayable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 4.05(a)(ii) shall be deemed paid to and redirected by such Defaulting\nLender, and each Lender irrevocably consents hereto.\n(iii)    Certain Fees.\n(A)    No Defaulting Lender shall be entitled to receive any commitment fee pursuant to\nSection 3.05(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting\nLender).\n(B)    Each Defaulting Lender shall be entitled to receive letter of credit fees pursuant to\nSection 3.05(b) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its LC Exposure for which it has provided Cash Collateral pursuant to Section 2.08(j).\n(C)    With respect to any fee not required to be paid to any Defaulting Lender pursuant to\nclause (A) or (B) above, the Borrower shall (x) pay to each non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting\nLender’s LC Exposure that has been reallocated to such non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Bank the amount of any such fee otherwise payable to such\nDefaulting Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.\n(iv)    Reallocation of Participations to Reduce Fronting Exposure. All or any part of such\nDefaulting Lender’s LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s\nCommitment) but only to the extent that (x) the conditions set forth in Section 6.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at\nsuch time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any\nnon-Defaulting Lender to exceed such\nnon-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a\nDefaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting\nLender’s increased exposure following such reallocation.\n(v)    Cash Collateral. If the\nreallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Banks’ Fronting\nExposure in accordance with the procedures set forth in Section 2.08(j).\n(b)    Defaulting Lender Cure. If the Borrower, the Administrative Agent and each Issuing Bank agree\nin writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include\narrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be\nnecessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to Section 4.05(a)(iv)), whereupon such\nLender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided,\nfurther, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that\nLender’s having been a Defaulting Lender.\n(c)    New Letters of Credit. So long as any\nLender is a Defaulting Lender, no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto."} +{"idx": 68, "level": 3, "span": "(a)    Payments by the Borrower\nThe Borrower shall make each payment required to be made by it\nhereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 5.01, Section 5.02, Section 5.03 or otherwise)\nprior to 11:00 a.m., Pittsburgh, Pennsylvania time, on the date when due, in immediately available funds, without defense, deduction, recoupment, set-off or counterclaim. Fees, once paid, shall be fully\nearned and shall not be refundable under any circumstances. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of\ncalculating interest thereon. All such payments shall be made to the Administrative Agent at its offices specified in Section 12.01, except payments to be made directly to the applicable Issuing Bank as expressly provided\nherein and except that payments pursuant to Section 5.01, Section 5.02, Section 5.03 and Section 12.03 shall be made directly to the Persons\nentitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is\nnot a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be\nmade in dollars."} +{"idx": 68, "level": 3, "span": "(b)    Application of Insufficient Payments\nIf at any\ntime insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment\nof interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements\nthen due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties."} +{"idx": 68, "level": 3, "span": "(c)    Sharing of Payments by Lenders\nIf any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater\nproportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash\nat face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of\nprincipal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such\nparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 4.01(c) shall not be construed to apply to any payment made by\nthe Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to\nany assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 4.01(c) shall apply). The Borrower consents to the foregoing and agrees, to the\nextent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with\nrespect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation."} +{"idx": 68, "level": 3, "span": "(a)    Defaulting Lender Adjustments\nNotwithstanding anything to the contrary contained in this\nAgreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:"} +{"idx": 68, "level": 4, "span": "(i)    Waivers and Amendments\nSuch Defaulting Lender’s right to approve or disapprove any\namendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders."} +{"idx": 68, "level": 4, "span": "(ii)    Defaulting Lender Waterfall\nAny payment of principal, interest, fees or other amounts\nreceived by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise) or received by the Administrative Agent from a Defaulting\nLender pursuant to Section 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the\nAdministrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with\nrespect to such Defaulting Lender in accordance with Section 2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such\nDefaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and\nreleased pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with\nrespect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing\nBank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Banks against such Defaulting Lender"} +{"idx": 68, "level": 4, "span": "(iii)    Certain Fees."} +{"idx": 68, "level": 4, "span": "(A)    No Defaulting Lender shall be entitled to receive any commitment fee pursuant to\nSection 3.05(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting\nLender)."} +{"idx": 68, "level": 4, "span": "(B)    Each Defaulting Lender shall be entitled to receive letter of credit fees pursuant to\nSection 3.05(b) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its LC Exposure for which it has provided Cash Collateral pursuant to Section 2.08(j)."} +{"idx": 68, "level": 4, "span": "(C)    With respect to any fee not required to be paid to any Defaulting Lender pursuant to\nclause (A) or (B) above, the Borrower shall (x) pay to each non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting\nLender’s LC Exposure that has been reallocated to such non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Bank the amount of any such fee otherwise payable to such\nDefaulting Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee."} +{"idx": 68, "level": 4, "span": "(iv)    Reallocation of Participations to Reduce Fronting Exposure\nAll or any part of such\nDefaulting Lender’s LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s\nCommitment) but only to the extent that (x) the conditions set forth in Section 6.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at\nsuch time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any\nnon-Defaulting Lender to exceed such"} +{"idx": 68, "level": 4, "span": "(v)    Cash Collateral\nIf the\nreallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Banks’ Fronting\nExposure in accordance with the procedures set forth in Section 2.08(j)."} +{"idx": 68, "level": 3, "span": "(b)    Defaulting Lender Cure\nIf the Borrower, the Administrative Agent and each Issuing Bank agree\nin writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include\narrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be\nnecessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to Section 4.05(a)(iv)), whereupon such\nLender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided,\nfurther, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that\nLender’s having been a Defaulting Lender."} +{"idx": 68, "level": 3, "span": "(c)    New Letters of Credit\nSo long as any\nLender is a Defaulting Lender, no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto."} +{"idx": 68, "level": 2, "span": "ARTICLE V"} +{"idx": 68, "level": 2, "span": "INCREASED COSTS;\nBREAK FUNDING PAYMENTS; TAXES\nSection 5.01    Increased Costs.\n(a)    Increased Costs Generally. If any Change in Law shall:\n(i)    impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or\nsimilar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate) or any Issuing Bank;\n(ii)    subject any Credit Party to any Taxes (other than (A) Indemnified Taxes, (B) Taxes\ndescribed in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities\nor capital attributable thereto; or\n(iii)    impose on any Lender or any Issuing Bank or the London\ninterbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;\nand the result of any of the foregoing shall be to increase the cost to such Lender or such other\nCredit Party of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such Issuing Bank or other Credit Party of participating in, issuing or\nmaintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender or such other Credit Party (whether of principal,\ninterest or any other amount), then, upon request of such Lender, Issuing Bank or other Credit Party, the Borrower will pay to such Lender or such other Credit Party such additional amount or amounts as will compensate such Lender or such other\nCredit Party for such additional costs incurred or reduction suffered.\n(b)    Capital and Liquidity\nRequirements. If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or\nliquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this\nAgreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or Issuing Bank or such\nLender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding\ncompany with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such\nLender’s or Issuing Bank’s holding company for any such reduction suffered.\n(c)    Certificates for Reimbursement. A certificate of a Lender or Issuing Bank setting forth the\namount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in Section 5.01(a) or (b) shall be delivered to the Borrower and shall be conclusive\nabsent manifest error. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.\n(d)    Delay in Requests. Failure or delay on the part of any Lender or Issuing Bank to demand\ncompensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate\na Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than nine months prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of\nthe Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is\nretroactive, then the nine month period referred to above shall be extended to include the period of retroactive effect thereof).\nSection 5.02    Break Funding Payments. In the event of (a) the payment of any principal of any LIBOR Rate Loan\nother than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBOR Rate Loan into a Base Rate Loan other than on the last day of the Interest Period applicable\nthereto, (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any LIBOR Rate Loan other than on the last day of the Interest\nPeriod applicable thereto as a result of a request by the Borrower pursuant to Section 5.04 then, in any such event, the Borrower shall\ncompensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBOR Rate Loan, such loss, cost or expense to any Lender shall be deemed to include an amount\ndetermined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBOR Rate that would have been applicable to such Loan, for the\nperiod from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the\namount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other\nbanks in the eurodollar market.\nA certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive\npursuant to this Section 5.02 and demonstrating, in reasonable detail, the computation of such amount or amounts shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such\nLender the amount shown as due on any such certificate within 10 days after receipt thereof.\nSection 5.03    Taxes.\n(a)    Defined Terms. For purposes of this Section 5.03,\nSection 5.04 and Section 5.05, the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA.\n(b)    Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan\nParty under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the\ndeduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant\nGovernmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that, after such deduction or withholding has been made (including\nsuch deductions and withholdings applicable to additional sums payable under this Section 5.03), the applicable Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding\nbeen made.\n(c)    Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay\nto the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.\n(d)    Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify\neach Credit Party, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this\nSection 5.03) payable or paid by such Credit Party or required to be withheld or deducted from a payment to such Credit Party and any reasonable expenses arising therefrom or with respect thereto, whether or not such\nIndemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or\nby the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.\n(e)    Indemnification by the Lenders. Each Lender\nshall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for\nsuch Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.04(c) relating to the maintenance of a\nParticipant Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with\nrespect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be\nconclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender\nfrom any other source against any amount due to the Administrative Agent under this paragraph (e).\n(f)    Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to\na Governmental Authority pursuant to this Section 5.03, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment,\na copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.\n(g)    Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of\nwithholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and\nexecuted documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender shall deliver such other documentation\nprescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information\nreporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in\nSection 5.03(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material\nunreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.\n(ii)    Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Borrower\n(A)    any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on\nor prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals or copies of IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax;\n(B)    any Non-U.S. Lender shall, to the extent it is legally\nentitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which\nsuch Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the\nAdministrative Agent), whichever of the following is applicable:\n(1)    in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals or copies of IRS Form W-8BEN-E (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty\nand (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or any successor form) establishing an exemption from, or\nreduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;\n(2)    executed originals or copies of IRS Form W-8ECI (or any\nsuccessor form);\n(3)    in the case of a Non-U.S. Lender\nclaiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the\neffect that such Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of\nSection 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals or copies of IRS Form W-8BEN (or any successor form); or\n(4)    to the extent a Non-U.S. Lender is not the beneficial owner, executed originals or copies of IRS Form W-8IMY(or any successor form), accompanied by IRS Form\nW-8ECI (or any successor form), IRS Form W-8BEN-E (or any successor form), a U.S. Tax Compliance Certificate substantially in the\nform of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other\ncertification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance Certificate substantially in the form of\nExhibit H-4 on behalf of each such direct and indirect partner;\n(C)    any Non-U.S. Lender shall, to the extent it is legally\nentitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender\nunder this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals or copies of any other form prescribed by applicable law as a basis for claiming exemption from or a\nreduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to\nbe made; and\n(D)    if a payment made to a Lender under any Loan Document\nwould be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable),\nsuch Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable\nlaw (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply\nwith their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D),\n“FATCA” shall include any amendments made to FATCA after the date of this Agreement.\nEach Lender agrees that if any form or\ncertification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.\n(h)    Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in\ngood faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to this\nSection 5.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 5.03 with respect to the Taxes giving rise\nto such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such\nrefund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant\nGovernmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to\npay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to\nindemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require\nany indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.\n(i)    Survival. Each party’s obligations under this Section 5.03\nshall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any\nLoan Documents.\nSection 5.04    Designation of Different Lending Office. If any\nLender requests compensation under Section 5.01, or required the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to\nSection 5.03, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations\nhereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.01 or\nSection 5.03, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay\nall reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.\nSection 5.05    Replacement of Lenders. If any Lender requests compensation under\nSection 5.01, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03,\nand, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 5.04, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and\neffort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by,\nSection 12.04(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 5.01 or Section 5.03) and obligations under this Agreement\nand the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have paid to the Administrative Agent the\nassignment fee (if any) specified in Section 12.04, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest\nthereon, accrued fees and all other amounts payable to it hereunder, and under the other Loan Documents (including any amounts under Section 5.02), from the assignee (to the extent of such outstanding principal and accrued\ninterest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 5.01 or payments required to be made pursuant to\nSection 5.03, such assignment will result in a reduction in such compensation or payments, and (iv) such assignment does not conflict with applicable law. A Lender shall not be required to make any such assignment or\ndelegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.\nSection 5.06    Illegality. Notwithstanding any other provision of this Agreement, in the event that it\nbecomes unlawful for any Lender or its applicable lending office to honor its obligation to make or maintain LIBOR Rate Loans either generally or having a particular Interest Period hereunder, then (a) such Lender shall promptly notify the\nBorrower and the Administrative Agent thereof and such Lender’s obligation to make such LIBOR Rate Loans shall be suspended (the “Affected Loans”) until such time as such Lender may again make and maintain such LIBOR Rate Loans\nand (b) all Affected Loans which would otherwise be made by such Lender shall be made instead as Base Rate Loans (and, if such Lender so requests by notice to the Borrower and the Administrative Agent, all Affected Loans of such Lender then\noutstanding shall be automatically converted into Base Rate Loans on the date specified by such Lender in such notice) and, to the extent that Affected Loans are so made as (or converted into) Base Rate Loans, all payments of principal which would\notherwise be applied to such Lender’s Affected Loans shall be applied instead to its Base Rate Loans."} +{"idx": 68, "level": 3, "span": "(a)    Increased Costs Generally\nIf any Change in Law shall:"} +{"idx": 68, "level": 4, "span": "(i)    impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or\nsimilar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate) or any Issuing Bank;"} +{"idx": 68, "level": 4, "span": "(ii)    subject any Credit Party to any Taxes (other than (A) Indemnified Taxes, (B) Taxes\ndescribed in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities\nor capital attributable thereto; or"} +{"idx": 68, "level": 4, "span": "(iii)    impose on any Lender or any Issuing Bank or the London\ninterbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;"} +{"idx": 68, "level": 3, "span": "(b)    Capital and Liquidity\nRequirements. If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or\nliquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this\nAgreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or Issuing Bank or such\nLender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding\ncompany with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such\nLender’s or Issuing Bank’s holding company for any such reduction suffered."} +{"idx": 68, "level": 3, "span": "(c)    Certificates for Reimbursement\nA certificate of a Lender or Issuing Bank setting forth the\namount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in Section 5.01(a) or (b) shall be delivered to the Borrower and shall be conclusive\nabsent manifest error. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof."} +{"idx": 68, "level": 3, "span": "(d)    Delay in Requests\nFailure or delay on the part of any Lender or Issuing Bank to demand\ncompensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate\na Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than nine months prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of\nthe Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is\nretroactive, then the nine month period referred to above shall be extended to include the period of retroactive effect thereof)."} +{"idx": 68, "level": 3, "span": "(a)    Defined Terms\nFor purposes of this Section 5.03,\nSection 5.04 and Section 5.05, the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA."} +{"idx": 68, "level": 3, "span": "(b)    Payments Free of Taxes\nAny and all payments by or on account of any obligation of any Loan\nParty under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the\ndeduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant\nGovernmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that, after such deduction or withholding has been made (including\nsuch deductions and withholdings applicable to additional sums payable under this Section 5.03), the applicable Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding\nbeen made."} +{"idx": 68, "level": 3, "span": "(c)    Payment of Other Taxes by the Loan Parties\nThe Loan Parties shall timely pay\nto the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes."} +{"idx": 68, "level": 3, "span": "(d)    Indemnification by the Loan Parties\nThe Loan Parties shall jointly and severally indemnify\neach Credit Party, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this\nSection 5.03) payable or paid by such Credit Party or required to be withheld or deducted from a payment to such Credit Party and any reasonable expenses arising therefrom or with respect thereto, whether or not such\nIndemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or\nby the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error."} +{"idx": 68, "level": 3, "span": "(e)    Indemnification by the Lenders\nEach Lender\nshall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for\nsuch Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.04(c) relating to the maintenance of a\nParticipant Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with\nrespect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be\nconclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender\nfrom any other source against any amount due to the Administrative Agent under this paragraph (e)."} +{"idx": 68, "level": 3, "span": "(f)    Evidence of Payments\nAs soon as practicable after any payment of Taxes by any Loan Party to\na Governmental Authority pursuant to this Section 5.03, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment,\na copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent."} +{"idx": 68, "level": 3, "span": "(g)    Status of Lenders\n(i) Any Lender that is entitled to an exemption from or reduction of\nwithholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and\nexecuted documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender shall deliver such other documentation\nprescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information\nreporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in\nSection 5.03(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material\nunreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender."} +{"idx": 68, "level": 4, "span": "(ii)    Without limiting the generality of the foregoing, in the event that the Borrower is a U.S\nBorrower"} +{"idx": 68, "level": 4, "span": "(A)    any Lender that is a U.S\nPerson shall deliver to the Borrower and the Administrative Agent on\nor prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals or copies of IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax;"} +{"idx": 68, "level": 4, "span": "(B)    any Non-U.S\nLender shall, to the extent it is legally\nentitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which"} +{"idx": 68, "level": 4, "span": "(1)    in the case of a Non-U.S\nLender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals or copies of IRS Form W-8BEN-E (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty\nand (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or any successor form) establishing an exemption from, or\nreduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;"} +{"idx": 68, "level": 4, "span": "(2)    executed originals or copies of IRS Form W-8ECI (or any\nsuccessor form);"} +{"idx": 68, "level": 4, "span": "(3)    in the case of a Non-U.S\nLender\nclaiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the\neffect that such Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of\nSection 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals or copies of IRS Form W-8BEN (or any successor form); or"} +{"idx": 68, "level": 4, "span": "(4)    to the extent a Non-U.S\nLender is not the beneficial owner, executed originals or copies of IRS Form W-8IMY(or any successor form), accompanied by IRS Form\nW-8ECI (or any successor form), IRS Form W-8BEN-E (or any successor form), a U.S. Tax Compliance Certificate substantially in the\nform of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other\ncertification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance Certificate substantially in the form of\nExhibit H-4 on behalf of each such direct and indirect partner;"} +{"idx": 68, "level": 4, "span": "(C)    any Non-U.S\nLender shall, to the extent it is legally\nentitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender\nunder this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals or copies of any other form prescribed by applicable law as a basis for claiming exemption from or a\nreduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to\nbe made; and"} +{"idx": 68, "level": 4, "span": "(D)    if a payment made to a Lender under any Loan Document\nwould be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable),\nsuch Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable\nlaw (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply\nwith their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D),\n“FATCA” shall include any amendments made to FATCA after the date of this Agreement."} +{"idx": 68, "level": 3, "span": "(h)    Treatment of Certain Refunds\nIf any party determines, in its sole discretion exercised in\ngood faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to this\nSection 5.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 5.03 with respect to the Taxes giving rise\nto such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such\nrefund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant\nGovernmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to\npay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to\nindemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require\nany indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person."} +{"idx": 68, "level": 4, "span": "(i)    Survival\nEach party’s obligations under this Section 5.03\nshall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any\nLoan Documents."} +{"idx": 68, "level": 2, "span": "ARTICLE VI"} +{"idx": 68, "level": 2, "span": "CONDITIONS PRECEDENT\nSection 6.01    Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue\nLetters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02):\n(a)    The Administrative Agent shall have received from each party hereto counterparts (in such number as\nmay be requested by the Administrative Agent) of this Agreement signed on behalf of such party and duly executed Notes payable to each Lender that requested a Note.\n(b)    The Administrative Agent shall have received from each party thereto duly executed counterparts (in\nsuch number as may be requested by the Administrative Agent) of the Security Instruments, including the Guaranty Agreement, and except in cases where no signature is required, the other Security Instruments described on\nExhibit F. In connection with the execution and delivery of the Security Instruments, the Administrative Agent shall be reasonably satisfied that the Security Instruments create first priority Liens that may be perfected\nupon recordation of properly completed financing statements and the Security Instruments in the appropriate filing offices therefor (except Liens permitted by Section 9.03 may exist) on at least 90% of the\nPV-9 of Proved Reserves evaluated in the most recent Reserve Report.\n(c)    The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan\nParty setting forth (i) resolutions of its board of directors or other appropriate governing body with respect to the authorization of such Loan Party to execute and deliver the Loan Documents to which it is a party and to enter into the\ntransactions contemplated in those documents, (ii) the officers of such Loan Party (y) who are authorized to sign the Loan Documents to which such Loan Party is a party and (z) who will, until replaced by another officer or officers\nduly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures\nof such authorized officers, and (iv) the articles or certificate of incorporation and by-laws or other applicable Organizational Documents of such Loan Party, certified as being true and complete. The\nAdministrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from such Loan to the contrary.\n(d)    The Administrative Agent shall have received certificates of the appropriate State agencies, as\nrequested by the Administrative Agent, with respect to the existence, qualification and good standing of each Loan Party in each jurisdiction where any such Loan Party is organized or owns Borrowing Base Properties, except where the failure to so\nqualify could not reasonably be expected to result in a Material Adverse Effect.\n(e)    The\nAdministrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying that (i) all representations and warranties of the Loan Parties\nset forth in this Agreement are true and correct in all material respects, (ii) no Event of Default or Default exists and (iii) no Material Adverse Effect has occurred since December 31, 2016.\n(f)    The Administrative Agent shall have received (i) copies of the audited pro forma consolidated\nfinancial statements, prepared in accordance with GAAP, of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, (ii) budget and pro forma projections\n(including a pro forma closing balance sheet, pro forma statements of operations and cash flow) for the years 2017 through 2022 and quarterly projections through 2017 and yearly thereafter,\nincluding assumptions used in preparing the forecast financial statements, satisfactory to the Administrative Agent.\n(g)    Each of the Borrower and its Subsidiaries shall have established its primary deposit and investment\naccounts with PNC Bank.\n(h)    The Administrative Agent shall have received evidence that adequate\ninsurance, if applicable, required to be maintained in accordance with Section 7.12 is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and\nsubstance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee, lender or loss payee, as applicable.\n(i)    The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower\nsubstantially in the form of Exhibit E certifying that, after giving effect to the Borrowings under this Agreement, the Borrower and the other Loan Parties, on a consolidated basis, are solvent.\n(j)    The Administrative Agent shall have received the Initial Reserve Report accompanied by a certificate\ncovering the matters described in Section 8.12(c)(i)-(iii).\n(k)    The Administrative Agent shall have received, at least five (5) days prior to the Effective\nDate, all documentation and other information previously requested and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations,\nincluding the USA Patriot Act.\n(l)    The Administrative Agent shall have received an opinion of\nHaynes and Boone LLP, special counsel for the Loan Parties, in form and of substance reasonably acceptable to the Administrative Agent.\n(m)    The Administrative Agent, the Arranger and the Lenders shall have received all fees and other\namounts required to be paid under this Agreement or the other Loan Documents due and payable on or prior to the Effective Date and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.\n(n)    The Administrative Agent shall have received appropriate UCC search certificates reflecting no prior\nLiens encumbering the Properties of the Borrower and the other Loan Parties other than those being released on or prior to the Effective Date or Liens permitted by Section 9.03.\n(o)    The Administrative Agent shall have received title information as the Administrative Agent may\nreasonably require satisfactory to the Administrative Agent setting forth the status of title to at least 80% of the PV-9 of the Borrowing Base Properties.\n(p)    The Administrative Agent shall have received evidence that the that the Existing Credit Agreement\nhas been, or concurrently with the Effective Date is being, terminated and all Liens securing Debt under the Existing Credit Agreement have been, or concurrently with the Effective Date are being, released.\n(q)    The Administrative Agent shall have received a\ncertificate dated as of the date of this Agreement from a Responsible Officer of the Borrower stating that the Business Combination Transaction has been consummated pursuant to the terms of the Business Combination Transaction Documents and that\nattached thereto are true and complete copies of the Business Combination Transaction Documents;\n(r)    The corporate, capital and ownership structure of the Borrower and its Subsidiaries upon the\nEffective Date shall be reasonably satisfactory to Administrative Agent.\n(s)    The Administrative\nAgent shall be satisfied that as of the Effective Date, after giving effect to the Transactions, the sum of (i) the amount by which the Borrowing Base exceeds the Revolving Credit Exposures of all Lenders and (ii) cash on hand of Borrower,\nis not less than $60,000,000.\n(t)    Except as provided in Section 8.18,\nAdministrative Agent shall have received copies of any ISDA schedules and credit support annexes and any other agreements evidencing collateral arrangements with any approved counterparties, which shall be in form and substance reasonably acceptable\nto Administrative Agent.\n(u)    The Administrative Agent shall have received such other certificates,\ndocuments, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents.\nThe Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.\nSection 6.02    Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any\nBorrowing (including the initial funding), and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit and the Effective Date, is subject to the satisfaction of the following conditions:\n(a)    At the time of and immediately after giving effect to such Borrowing or the issuance, amendment,\nrenewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.\n(b)    The representations and warranties of the Borrower and the Guarantors set forth in this Agreement\nand in the other Loan Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such Borrowing\nor the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such\nBorrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality\nin which case such applicable representation and warranty shall be true and correct) as of such specified earlier date.\n(c)    The receipt by the Administrative Agent of a Borrowing Request in accordance with\nSection 2.03 or a request for a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable.\nEach request for a Borrowing and each request for the issuance, amendment, renewal or extension\nof any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower and the other Loan Parties on the date thereof as to the matters specified in Section 6.02(a) through (c)."} +{"idx": 68, "level": 3, "span": "(a)    The Administrative Agent shall have received from each party hereto counterparts (in such number as\nmay be requested by the Administrative Agent) of this Agreement signed on behalf of such party and duly executed Notes payable to each Lender that requested a Note."} +{"idx": 68, "level": 3, "span": "(b)    The Administrative Agent shall have received from each party thereto duly executed counterparts (in\nsuch number as may be requested by the Administrative Agent) of the Security Instruments, including the Guaranty Agreement, and except in cases where no signature is required, the other Security Instruments described on\nExhibit F. In connection with the execution and delivery of the Security Instruments, the Administrative Agent shall be reasonably satisfied that the Security Instruments create first priority Liens that may be perfected\nupon recordation of properly completed financing statements and the Security Instruments in the appropriate filing offices therefor (except Liens permitted by Section 9.03 may exist) on at least 90% of the\nPV-9 of Proved Reserves evaluated in the most recent Reserve Report."} +{"idx": 68, "level": 3, "span": "(c)    The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan\nParty setting forth (i) resolutions of its board of directors or other appropriate governing body with respect to the authorization of such Loan Party to execute and deliver the Loan Documents to which it is a party and to enter into the\ntransactions contemplated in those documents, (ii) the officers of such Loan Party (y) who are authorized to sign the Loan Documents to which such Loan Party is a party and (z) who will, until replaced by another officer or officers\nduly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures\nof such authorized officers, and (iv) the articles or certificate of incorporation and by-laws or other applicable Organizational Documents of such Loan Party, certified as being true and complete. The\nAdministrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from such Loan to the contrary."} +{"idx": 68, "level": 3, "span": "(d)    The Administrative Agent shall have received certificates of the appropriate State agencies, as\nrequested by the Administrative Agent, with respect to the existence, qualification and good standing of each Loan Party in each jurisdiction where any such Loan Party is organized or owns Borrowing Base Properties, except where the failure to so\nqualify could not reasonably be expected to result in a Material Adverse Effect."} +{"idx": 68, "level": 3, "span": "(e)    The\nAdministrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying that (i) all representations and warranties of the Loan Parties\nset forth in this Agreement are true and correct in all material respects, (ii) no Event of Default or Default exists and (iii) no Material Adverse Effect has occurred since December 31, 2016."} +{"idx": 68, "level": 3, "span": "(f)    The Administrative Agent shall have received (i) copies of the audited pro forma consolidated\nfinancial statements, prepared in accordance with GAAP, of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, (ii) budget and pro forma projections"} +{"idx": 68, "level": 3, "span": "(g)    Each of the Borrower and its Subsidiaries shall have established its primary deposit and investment\naccounts with PNC Bank."} +{"idx": 68, "level": 3, "span": "(h)    The Administrative Agent shall have received evidence that adequate\ninsurance, if applicable, required to be maintained in accordance with Section 7.12 is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and\nsubstance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee, lender or loss payee, as applicable."} +{"idx": 68, "level": 4, "span": "(i)    The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower\nsubstantially in the form of Exhibit E certifying that, after giving effect to the Borrowings under this Agreement, the Borrower and the other Loan Parties, on a consolidated basis, are solvent."} +{"idx": 68, "level": 3, "span": "(j)    The Administrative Agent shall have received the Initial Reserve Report accompanied by a certificate\ncovering the matters described in Section 8.12(c)(i)-(iii)."} +{"idx": 68, "level": 3, "span": "(k)    The Administrative Agent shall have received, at least five (5) days prior to the Effective\nDate, all documentation and other information previously requested and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations,\nincluding the USA Patriot Act."} +{"idx": 68, "level": 3, "span": "(l)    The Administrative Agent shall have received an opinion of\nHaynes and Boone LLP, special counsel for the Loan Parties, in form and of substance reasonably acceptable to the Administrative Agent."} +{"idx": 68, "level": 3, "span": "(m)    The Administrative Agent, the Arranger and the Lenders shall have received all fees and other\namounts required to be paid under this Agreement or the other Loan Documents due and payable on or prior to the Effective Date and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder."} +{"idx": 68, "level": 3, "span": "(n)    The Administrative Agent shall have received appropriate UCC search certificates reflecting no prior\nLiens encumbering the Properties of the Borrower and the other Loan Parties other than those being released on or prior to the Effective Date or Liens permitted by Section 9.03."} +{"idx": 68, "level": 3, "span": "(o)    The Administrative Agent shall have received title information as the Administrative Agent may\nreasonably require satisfactory to the Administrative Agent setting forth the status of title to at least 80% of the PV-9 of the Borrowing Base Properties."} +{"idx": 68, "level": 3, "span": "(p)    The Administrative Agent shall have received evidence that the that the Existing Credit Agreement\nhas been, or concurrently with the Effective Date is being, terminated and all Liens securing Debt under the Existing Credit Agreement have been, or concurrently with the Effective Date are being, released."} +{"idx": 68, "level": 3, "span": "(q)    The Administrative Agent shall have received a\ncertificate dated as of the date of this Agreement from a Responsible Officer of the Borrower stating that the Business Combination Transaction has been consummated pursuant to the terms of the Business Combination Transaction Documents and that\nattached thereto are true and complete copies of the Business Combination Transaction Documents;"} +{"idx": 68, "level": 3, "span": "(r)    The corporate, capital and ownership structure of the Borrower and its Subsidiaries upon the\nEffective Date shall be reasonably satisfactory to Administrative Agent."} +{"idx": 68, "level": 3, "span": "(s)    The Administrative\nAgent shall be satisfied that as of the Effective Date, after giving effect to the Transactions, the sum of (i) the amount by which the Borrowing Base exceeds the Revolving Credit Exposures of all Lenders and (ii) cash on hand of Borrower,\nis not less than $60,000,000."} +{"idx": 68, "level": 3, "span": "(t)    Except as provided in Section 8.18,\nAdministrative Agent shall have received copies of any ISDA schedules and credit support annexes and any other agreements evidencing collateral arrangements with any approved counterparties, which shall be in form and substance reasonably acceptable\nto Administrative Agent."} +{"idx": 68, "level": 3, "span": "(u)    The Administrative Agent shall have received such other certificates,\ndocuments, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents."} +{"idx": 68, "level": 3, "span": "(a)    At the time of and immediately after giving effect to such Borrowing or the issuance, amendment,\nrenewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing."} +{"idx": 68, "level": 3, "span": "(b)    The representations and warranties of the Borrower and the Guarantors set forth in this Agreement\nand in the other Loan Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such Borrowing\nor the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such\nBorrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality\nin which case such applicable representation and warranty shall be true and correct) as of such specified earlier date."} +{"idx": 68, "level": 3, "span": "(c)    The receipt by the Administrative Agent of a Borrowing Request in accordance with\nSection 2.03 or a request for a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable."} +{"idx": 68, "level": 2, "span": "ARTICLE VII"} +{"idx": 68, "level": 2, "span": "REPRESENTATIONS\nAND WARRANTIES\nThe Borrower represents and warrants to the Lenders that:\nSection 7.01    Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing\nunder the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and\nis qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be\nexpected to have a Material Adverse Effect.\nSection 7.02    Authority; Enforceability. The Transactions\nare within each Loan Party’s corporate powers and have been duly authorized by all necessary corporate and, if required, owner action. Each Loan Document to which a Loan Party is a party has been duly executed and delivered by it and\nconstitutes its legal, valid and binding obligation, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and\nsubject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.\nSection 7.03    Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of,\nregistration or filing with, or any other action by, any Governmental Authority or any other third Person, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or\nthe consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of financing statements and the Security Instruments as required by\nthis Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect, or do not have an adverse effect on the\nenforceability of the Loan Documents and (iii) those third party authorizations, approvals or consents that are customarily obtained following closing, (b) will not violate (i) in any material respect, any applicable law or regulation\nor any order of any Governmental Authority or (ii) the Organizational Documents of any Loan Party, (c) will not violate or result in a default under any indenture, note, credit agreement or other similar instrument binding upon any Loan\nParty or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of any Loan Party (other than the Liens created by\nthe Loan Documents).\nSection 7.04    Financial Condition; No Material Adverse Change.\n(a)    Since December 31, 2016 and after giving effect to the Transactions (i) there has been no\nevent, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower and the Loan Parties has been conducted only in the ordinary course consistent with past\nbusiness practices.\n(b)    Neither the Borrower nor any other Loan Party has on the date of this\nAgreement, after giving effect to the Transactions, any material Debt (including Disqualified\nCapital Stock) other than the Secured Obligations or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, or\nunusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments.\nSection 7.05    Litigation.\n(a)    Except as set forth on Schedule 7.05, there are no actions, suits,\ninvestigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against any Loan Party that (i) are not fully covered by insurance (except for\nnormal deductibles) as to which there is a reasonable possibility of an adverse determination that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) involve\nany Loan Document or the Transactions.\n(b)    Since the date of this Agreement, there has been no\nchange in the status of the matters disclosed in Schedule 7.05 that, individually or in the aggregate, has resulted in a Material Adverse Effect.\nSection 7.06    Environmental Matters. Except for such matters as set forth on\nSchedule 7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect (or for each Loan Party’s Oil and Gas Properties where another party other than such Loan\nParty is the operator, to the knowledge of the Borrower could not reasonably be expected to have a Material Adverse Effect):\n(a)    While the Loan Parties have operated Properties, the Loan Parties and each of their respective\nProperties and operations thereon are, and within all applicable statute of limitation periods have been, in compliance with all applicable Environmental Laws;\n(b)    the Loan Parties have obtained all Environmental Permits required for their respective operations\nand each of their Properties, with all such Environmental Permits being currently in full force and effect, and no Loan Party has received any written notice that any such existing Environmental Permit will be revoked or that any application for any\nnew Environmental Permit or renewal of any existing Environmental Permit will be denied;\n(c)    the\nLoan Parties have not received any written claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is\npending or, to the Borrower’s knowledge, threatened against any Loan Party or any of their respective Properties or as a result of any operations at the Properties;\n(d)    none of the Loan Parties owns or operates a treatment, storage, or disposal facility requiring a\npermit under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., regulations thereunder or any comparable state delegated Resource Conservation and Recovery Act program;\n(e)    except as permitted under applicable laws, there has been no Release or, to the Borrower’s\nknowledge, threatened Release, of Hazardous Materials attributable to the operations of any Loan Party at, on, under or from any Loan Party’s Properties and there are no investigations, remediations, abatements, removals of Hazardous Materials\nrequired under applicable Environmental Laws relating to such Releases or threatened Releases or at such Properties and, to the knowledge of the Borrower, none of such Properties are adversely affected by any Release or threatened Release of a\nHazardous Material originating or emanating from any other real property;\n(f)    no Loan Party has received any written notice\nasserting an alleged liability or obligation under any Environmental Laws with respect to the investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials, including at, under, or Released or threatened to be Released\nfrom any real properties offsite the Loan Party’s Properties and there are no conditions or circumstances that would reasonably be expected to result in the receipt of such written notice;\n(g)    to the Loan Party’s knowledge, there has been no exposure of any Person or Property to any\nHazardous Materials as a result of or in connection with the operations and businesses of any Loan Party or relating to any of their Properties that would reasonably be expected to form the basis for a claim against any Loan Party for damages or\ncompensation and, to the Borrower’s knowledge, there are no conditions or circumstances that would reasonably be expected to result in the receipt of notice regarding such exposure; and\n(h)    the Loan Parties have provided to the Lenders complete and correct copies of all environmental site\nassessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are\nin any Loan Party’s possession or control and relating to their respective Properties or operations thereon.\nSection 7.07    Compliance with the Laws and Agreements; No Defaults.\n(a)    Each Loan Party is in compliance with all Governmental Requirements applicable to it or its Property\nand all agreements and other instruments binding upon it or its Property, and possesses all licenses, permits, franchises, exemptions, approvals and other governmental authorizations necessary for the ownership of its Property and the conduct of its\nbusiness, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.\n(b)    No Loan Party is in default nor has any event or circumstance occurred which, but for the expiration\nof any applicable grace period or the giving of notice, or both, would constitute a default or would require such Loan Party to Redeem or make any offer to Redeem all or any portion of any Debt outstanding under any indenture, note, credit agreement\nor other similar instrument pursuant to which any Material Indebtedness is outstanding or by which the Loan Parties or any of their Properties is bound.\n(c)    No Default has occurred and is continuing.\nSection 7.08    Investment Company Act. No Loan Party is an “investment company” or a company\n“controlled” by an “investment company,” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended.\nSection 7.09    Taxes. Each Loan Party has timely filed or caused to be filed all tax returns and reports\nrequired to have been filed and has paid or caused to be paid all taxes required to have been paid by it, except (a) taxes that are being contested in good faith by appropriate proceedings and for which the applicable Loan Party has set aside\non its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. To the knowledge of Borrower, no\nmaterial proposed tax assessment is being asserted with respect to any Loan Party.\nSection 7.10    ERISA. Except for matters that would not,\nindividually or in the aggregate, reasonably be expected to result in a Material Adverse Effect:\n(a)    Each Plan is, and has been, operated, administered and maintained in substantial compliance with,\nand the Borrower and each ERISA Affiliate have complied with ERISA, the terms of the applicable Plan and, where applicable, the Code.\n(b)    No act, omission or transaction has occurred that could result in imposition on the Borrower or any\nERISA Affiliate (whether directly or indirectly) of (i) either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or\n(ii) breach of fiduciary duty liability damages under Section 409 of ERISA.\n(c)    No\nliability to the PBGC (other than for the payment of current premiums which are not past due) by the Borrower or any ERISA Affiliate has been or is reasonably expected by any Loan Party or any ERISA Affiliate to be incurred with respect to any Plan.\n(d)    No ERISA Event with respect to any Plan has occurred that has resulted or could reasonably be\nexpected to result in liability of the Borrower under Title IV of ERISA to the Plan or the PBGC.\n(e)    The actuarial present value of the benefit liabilities under each Plan does not, as of the end of\nthe Borrower’s most recently ended fiscal year, exceed the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities. The term “actuarial\npresent value of the benefit liabilities” shall have the meaning specified in Section 4041 of ERISA.\n(f)    Neither the Borrower nor any ERISA Affiliate sponsors, maintains or contributes to, or has at any\ntime in the six-year period preceding the date hereof sponsored, maintained or contributed to, or had any actual liability to any Multiemployer Plan.\nSection 7.11    Disclosure; No Material Misstatements. The Borrower has disclosed to the Administrative Agent\nand the Lenders all agreements, instruments and corporate or other restrictions to which it or any Loan Party is subject, and all other existing facts and circumstances applicable to the Loan Parties known to the Borrower, that, individually or in\nthe aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Loan Parties to the Administrative Agent or any Lender\nor any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contain any material\nmisstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial or other\ninformation, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There are no statements or conclusions in any Reserve Report which are based upon or include\nmisleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates\ncontained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and the Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.\nSection 7.12    Insurance. For the benefit of each Loan Party,\nthe Borrower has (a) all insurance policies sufficient for the compliance by the Loan Parties with all material Governmental Requirements and all material agreements and (b) insurance coverage, or\nself-insurance, in at least such amounts and against such risk (including public liability) that are usually insured against by companies similarly situated and engaged in the same or a similar business for\nthe assets and operations of the Loan Parties. Schedule 7.12, as of the date hereof, sets forth a list of all insurance maintained by the Borrower. The Administrative Agent, as agent for the benefit of the Secured Parties,\nhas been named as additional insureds in respect of such liability insurance policies and the Administrative Agent, as agent for the benefit of the Secured Parties, has been named as loss payee with respect to Property loss insurance.\nSection 7.13    Restriction on Liens. Neither the Borrower nor any Loan Party is a party to any material\nagreement or arrangement (other than Purchase Money Security Interests and Capital Leases creating Liens permitted by Section 9.03(c), but then only on the Property subject of such Purchase Money Security Interests or\nCapital Lease), or subject to any order, judgment, writ or decree, which either restricts or purports to restrict its ability to grant Liens to the Administrative Agent and the Lenders on or in respect of their Properties to secure the Secured\nObligations and the Loan Documents.\nSection 7.14    Loan Parties. Except as set forth on\nSchedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14, there are no other Loan\nParties.\nSection 7.15    Foreign Operations. The Borrower and the other Loan Parties do not own any Oil\nand Gas Properties not located within the geographical boundaries of the United States.\nSection 7.16    Location of Business and Offices. The Borrower’s jurisdiction of organization is\nDelaware; the name of the Borrower as listed in the public records of its jurisdiction of organization is Rosehill Operating Company, LLC; and the organizational identification number of the Borrower in its jurisdiction of organization is 6199183\n(or, in each case, as set forth in a notice delivered to the Administrative Agent pursuant to Section 8.01(l) in accordance with Section 12.01). The Borrower’s principal place of business and\nchief executive offices are located at the address specified in Section 12.01 (or as set forth in a notice delivered pursuant to Section 8.01(l) and Section 12.01(c)).\nEach Loan Party’s jurisdiction of organization, name as listed in the public records of its jurisdiction of organization, organizational identification number in its jurisdiction of organization, and the location of its principal place of\nbusiness and chief executive office is stated on Schedule 7.14 (or as set forth in a notice delivered pursuant to Section 8.01 (l)).\nSection 7.17    Properties; Defensible Title, Etc.\n(a)    Each Loan Party has good and defensible title to the Oil and Gas Properties evaluated in the most\nrecently delivered Reserve Report and good title to all its personal Properties other than Properties sold in compliance with Section 9.11 from time to time, in each case, free and clear of all Liens except Liens permitted\nby Section 9.03. After giving full effect to Liens permitted by Section 9.03, the Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as\nreflected in the most recently delivered Reserve Report, and except as otherwise provided by statute, regulation or the standard and customary provisions of any applicable joint operating agreement, the ownership of such Properties shall not in any\nmaterial respect obligate the Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in\nexcess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan Party’s net\nrevenue interest in such Property.\n(b)    All material leases and agreements necessary for the conduct\nof the business of the Loan Parties are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such\nlease or leases, which could reasonably be expected to have a Material Adverse Effect.\n(c)    The\nrights and Properties presently owned, leased or licensed by the Loan Parties including all easements and rights of way, include all rights and Properties necessary to permit the Loan Parties to conduct their business in all material respects in the\nsame manner as its business is conducted on the date hereof.\n(d)    Each Loan Party owns, or is\nlicensed to use, all trademarks, trade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Loan Party does not infringe upon the rights of any other Person, except for any such\ninfringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical\ndata, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are\ncustomary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.\nSection 7.18    Maintenance of Properties. Except for such acts or failures to act as could not be reasonably\nexpected to have a Material Adverse Effect, the Oil and Gas Properties (and Properties unitized therewith) of the Loan Parties have been maintained, operated and developed in a reasonably prudent manner and in conformity with all Governmental\nRequirements and in conformity with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties of the Loan Parties.\nSpecifically in connection with the foregoing, except for those as could not be reasonably expected to have a Material Adverse Effect, (i) no Oil and Gas Property of the Loan Parties is subject to having allowable production reduced below the\nfull and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) and (ii) none of the wells comprising a part of the Oil and Gas Properties (or\nProperties unitized therewith) of the Loan Parties is deviated from the vertical more than the maximum permitted by Governmental Requirements, and such wells are bottomed under and are producing from, and the well bores are wholly within, the Oil\nand Gas Properties (or in the case of wells located on Properties unitized therewith, such unitized Properties) of the Loan Parties. All pipelines, wells, gas processing plants, platforms and other material improvements, fixtures and equipment owned\nin whole or in part by the Loan Parties that are necessary to conduct normal operations are being maintained in a state adequate to conduct normal operations, and with respect to such of the foregoing which are operated by the Loan Parties, in a\nmanner consistent with the Loan Parties’ past practices (other than those the failure of which to maintain in accordance with this Section 7.18 could not reasonably be expected to have a Material Adverse Effect).\nSection 7.19    Gas Imbalances; Prepayments. Except as set forth on\nSchedule 7.19 or on the most recent certificate delivered pursuant to Section 8.12(c), on a net basis there are no gas imbalances take or pay or other prepayments which would require any Loan Party\nto deliver Hydrocarbons produced\nfrom their Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor exceeding two percent (2.0%) of the aggregate volumes of natural gas (on an Mcf\nbasis) listed in the most recent Reserve Report.\nSection 7.20    Marketing of Production. Except for\ncontracts listed and in effect on the date hereof on Schedule 7.20, and thereafter either disclosed in writing to the Administrative Agent or included in the most recently delivered Reserve Report, (a) the Loan Parties\nare receiving a price for all production sold thereunder which is computed substantially in accordance with the terms of the relevant contract and are not having deliveries curtailed substantially below the subject Property’s delivery capacity\nand (b) no material agreements exist which are not cancelable on 90 days’ notice or less without penalty or detriment for the sale of production from the Loan Parties’ Hydrocarbons (including calls on or other rights to purchase,\nproduction, whether or not the same are currently being exercised) that (i) pertain to the sale of production at a fixed price and (ii) have a maturity or expiry date of longer than six (6) months from the date hereof.\nSection 7.21    Security Documents. The Security Instruments are effective to create in favor of the\nAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Mortgaged Property and Collateral and proceeds thereof. The Secured Obligations are and shall be at all times secured by a legal,\nvalid and enforceability perfected first priority Liens in favor of the Administrative Agent, covering and encumbering the Mortgaged Properties and other Collateral, to the extent perfection has occurred or will occur, by the recording of a\nmortgage, the filing of a UCC financing statement or, with respect to Equity Interests represented by certificates, by possession (in each case, to the extent available in the applicable jurisdiction); provided that, except in the case of\npledged Equity Interests or as otherwise provided herein, Liens permitted by Section 9.03 may exist.\nSection 7.22    Swap Agreements and Eligible Contract Participant. Schedule 7.22, as\nof the date hereof, and after the date hereof, each report required to be delivered by the Borrower pursuant to Section 8.01(d), sets forth, a true and complete list of all Swap Agreements of the Loan Parties, the material\nterms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the estimated net mark to market value thereof, all credit support agreements relating thereto (including any margin required or supplied,\nbut excluding the Security Instruments) and the counterparty to each such agreement. The Borrower is a Qualified ECP Guarantor.\nSection 7.23    Use of Loans and Letters of Credit. The proceeds of the Loans and the Letters of Credit shall\nbe used (i) to provide funds for working capital, (ii) to finance capital expenditures, (iii) for the acquisition and development by the Borrower and its Subsidiaries of Oil and Gas Properties permitted hereunder, (iv) to\nrefinance existing debt, and (v) for general corporate purposes of the Borrower and its Subsidiaries. No Loan Party is engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose,\nwhether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the Board). No part of the proceeds of any Loan or Letter of Credit will be used for any purpose which violates the\nprovisions of Regulations T, U or X of the Board.\nSection 7.24    Solvency. After giving effect to the\nTransactions and the other transactions contemplated hereby, (a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation,\nof the Loan Parties, taken as a whole, will exceed the aggregate Debt of the Loan Parties on a consolidated basis, as the Debt becomes absolute and matures, (b) each Loan Party will not have incurred or intended to incur, and will not believe\nthat it will incur, Debt beyond its ability to pay such Debt (after taking into account the timing and amounts of cash to be received by it and the amounts to be payable on or in respect of its liabilities, and giving effect to amounts that could\nreasonably be received by reason of\nindemnity, offset, insurance or any similar arrangement) as such Debt becomes absolute and matures and (c) each Loan Party will not have (and will have no reason to believe that it will have\nthereafter) unreasonably small capital for the conduct of its business.\nSection 7.25    Anti-Corruption Laws; Sanctions; OFAC.\n(a)    The\nBorrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with applicable\nAnti-Corruption Laws and applicable Sanctions.\n(b)    The\nBorrower, its Subsidiaries, their respective officers and employees and, to the knowledge of the Borrower, its directors and agents are in compliance with Anti-Corruption Laws and applicable Sanctions in all\nmaterial respects and are not knowingly engaged in any activity that would reasonably be expected to result in any Loan Party being designated as a Sanctioned Person.\n(c)    None of (i) the Borrower, any Subsidiary or any of their respective directors, officers or\nemployees, or (ii) to the knowledge of the Borrower, any agent of the Borrower that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. The Borrower will not directly or,\nto its knowledge, indirectly use the proceeds from the Loans or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person currently\nsubject to any applicable Sanctions.\nSection 7.26    EEA Financial Institution. No Loan Party is an EEA\nFinancial Institution."} +{"idx": 68, "level": 3, "span": "(a)    Since December 31, 2016 and after giving effect to the Transactions (i) there has been no\nevent, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower and the Loan Parties has been conducted only in the ordinary course consistent with past\nbusiness practices."} +{"idx": 68, "level": 3, "span": "(b)    Neither the Borrower nor any other Loan Party has on the date of this\nAgreement, after giving effect to the Transactions, any material Debt (including Disqualified"} +{"idx": 68, "level": 3, "span": "(a)    Except as set forth on Schedule 7.05, there are no actions, suits,\ninvestigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against any Loan Party that (i) are not fully covered by insurance (except for\nnormal deductibles) as to which there is a reasonable possibility of an adverse determination that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) involve\nany Loan Document or the Transactions."} +{"idx": 68, "level": 3, "span": "(b)    Since the date of this Agreement, there has been no\nchange in the status of the matters disclosed in Schedule 7.05 that, individually or in the aggregate, has resulted in a Material Adverse Effect."} +{"idx": 68, "level": 3, "span": "(a)    While the Loan Parties have operated Properties, the Loan Parties and each of their respective\nProperties and operations thereon are, and within all applicable statute of limitation periods have been, in compliance with all applicable Environmental Laws;"} +{"idx": 68, "level": 3, "span": "(b)    the Loan Parties have obtained all Environmental Permits required for their respective operations\nand each of their Properties, with all such Environmental Permits being currently in full force and effect, and no Loan Party has received any written notice that any such existing Environmental Permit will be revoked or that any application for any\nnew Environmental Permit or renewal of any existing Environmental Permit will be denied;"} +{"idx": 68, "level": 3, "span": "(c)    the\nLoan Parties have not received any written claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is\npending or, to the Borrower’s knowledge, threatened against any Loan Party or any of their respective Properties or as a result of any operations at the Properties;"} +{"idx": 68, "level": 3, "span": "(d)    none of the Loan Parties owns or operates a treatment, storage, or disposal facility requiring a\npermit under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., regulations thereunder or any comparable state delegated Resource Conservation and Recovery Act program;"} +{"idx": 68, "level": 3, "span": "(e)    except as permitted under applicable laws, there has been no Release or, to the Borrower’s\nknowledge, threatened Release, of Hazardous Materials attributable to the operations of any Loan Party at, on, under or from any Loan Party’s Properties and there are no investigations, remediations, abatements, removals of Hazardous Materials\nrequired under applicable Environmental Laws relating to such Releases or threatened Releases or at such Properties and, to the knowledge of the Borrower, none of such Properties are adversely affected by any Release or threatened Release of a\nHazardous Material originating or emanating from any other real property;"} +{"idx": 68, "level": 3, "span": "(f)    no Loan Party has received any written notice\nasserting an alleged liability or obligation under any Environmental Laws with respect to the investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials, including at, under, or Released or threatened to be Released\nfrom any real properties offsite the Loan Party’s Properties and there are no conditions or circumstances that would reasonably be expected to result in the receipt of such written notice;"} +{"idx": 68, "level": 3, "span": "(g)    to the Loan Party’s knowledge, there has been no exposure of any Person or Property to any\nHazardous Materials as a result of or in connection with the operations and businesses of any Loan Party or relating to any of their Properties that would reasonably be expected to form the basis for a claim against any Loan Party for damages or\ncompensation and, to the Borrower’s knowledge, there are no conditions or circumstances that would reasonably be expected to result in the receipt of notice regarding such exposure; and"} +{"idx": 68, "level": 3, "span": "(h)    the Loan Parties have provided to the Lenders complete and correct copies of all environmental site\nassessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are\nin any Loan Party’s possession or control and relating to their respective Properties or operations thereon."} +{"idx": 68, "level": 3, "span": "(a)    Each Loan Party is in compliance with all Governmental Requirements applicable to it or its Property\nand all agreements and other instruments binding upon it or its Property, and possesses all licenses, permits, franchises, exemptions, approvals and other governmental authorizations necessary for the ownership of its Property and the conduct of its\nbusiness, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect."} +{"idx": 68, "level": 3, "span": "(b)    No Loan Party is in default nor has any event or circumstance occurred which, but for the expiration\nof any applicable grace period or the giving of notice, or both, would constitute a default or would require such Loan Party to Redeem or make any offer to Redeem all or any portion of any Debt outstanding under any indenture, note, credit agreement\nor other similar instrument pursuant to which any Material Indebtedness is outstanding or by which the Loan Parties or any of their Properties is bound."} +{"idx": 68, "level": 3, "span": "(c)    No Default has occurred and is continuing."} +{"idx": 68, "level": 3, "span": "(a)    Each Plan is, and has been, operated, administered and maintained in substantial compliance with,\nand the Borrower and each ERISA Affiliate have complied with ERISA, the terms of the applicable Plan and, where applicable, the Code."} +{"idx": 68, "level": 3, "span": "(b)    No act, omission or transaction has occurred that could result in imposition on the Borrower or any\nERISA Affiliate (whether directly or indirectly) of (i) either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or\n(ii) breach of fiduciary duty liability damages under Section 409 of ERISA."} +{"idx": 68, "level": 3, "span": "(c)    No\nliability to the PBGC (other than for the payment of current premiums which are not past due) by the Borrower or any ERISA Affiliate has been or is reasonably expected by any Loan Party or any ERISA Affiliate to be incurred with respect to any Plan."} +{"idx": 68, "level": 3, "span": "(d)    No ERISA Event with respect to any Plan has occurred that has resulted or could reasonably be\nexpected to result in liability of the Borrower under Title IV of ERISA to the Plan or the PBGC."} +{"idx": 68, "level": 3, "span": "(e)    The actuarial present value of the benefit liabilities under each Plan does not, as of the end of\nthe Borrower’s most recently ended fiscal year, exceed the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities. The term “actuarial\npresent value of the benefit liabilities” shall have the meaning specified in Section 4041 of ERISA."} +{"idx": 68, "level": 3, "span": "(f)    Neither the Borrower nor any ERISA Affiliate sponsors, maintains or contributes to, or has at any\ntime in the six-year period preceding the date hereof sponsored, maintained or contributed to, or had any actual liability to any Multiemployer Plan."} +{"idx": 68, "level": 3, "span": "(a)    Each Loan Party has good and defensible title to the Oil and Gas Properties evaluated in the most\nrecently delivered Reserve Report and good title to all its personal Properties other than Properties sold in compliance with Section 9.11 from time to time, in each case, free and clear of all Liens except Liens permitted\nby Section 9.03. After giving full effect to Liens permitted by Section 9.03, the Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as\nreflected in the most recently delivered Reserve Report, and except as otherwise provided by statute, regulation or the standard and customary provisions of any applicable joint operating agreement, the ownership of such Properties shall not in any\nmaterial respect obligate the Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in"} +{"idx": 68, "level": 3, "span": "(b)    All material leases and agreements necessary for the conduct\nof the business of the Loan Parties are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such\nlease or leases, which could reasonably be expected to have a Material Adverse Effect."} +{"idx": 68, "level": 3, "span": "(c)    The\nrights and Properties presently owned, leased or licensed by the Loan Parties including all easements and rights of way, include all rights and Properties necessary to permit the Loan Parties to conduct their business in all material respects in the\nsame manner as its business is conducted on the date hereof."} +{"idx": 68, "level": 3, "span": "(d)    Each Loan Party owns, or is\nlicensed to use, all trademarks, trade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Loan Party does not infringe upon the rights of any other Person, except for any such\ninfringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical\ndata, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are\ncustomary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect."} +{"idx": 68, "level": 3, "span": "(a)    The\nBorrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with applicable\nAnti-Corruption Laws and applicable Sanctions."} +{"idx": 68, "level": 3, "span": "(b)    The\nBorrower, its Subsidiaries, their respective officers and employees and, to the knowledge of the Borrower, its directors and agents are in compliance with Anti-Corruption Laws and applicable Sanctions in all\nmaterial respects and are not knowingly engaged in any activity that would reasonably be expected to result in any Loan Party being designated as a Sanctioned Person."} +{"idx": 68, "level": 3, "span": "(c)    None of (i) the Borrower, any Subsidiary or any of their respective directors, officers or\nemployees, or (ii) to the knowledge of the Borrower, any agent of the Borrower that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. The Borrower will not directly or,\nto its knowledge, indirectly use the proceeds from the Loans or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person currently\nsubject to any applicable Sanctions."} +{"idx": 68, "level": 2, "span": "ARTICLE VIII"} +{"idx": 68, "level": 2, "span": "AFFIRMATIVE COVENANTS\nUntil the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder and all\nother amounts payable under the Loan Documents shall have been paid in full and all Letters of Credit shall have expired or terminated (or are Cash Collateralized) and all LC Disbursements shall have been reimbursed, the Borrower covenants and\nagrees with the Lenders that:\nSection 8.01    Financial Statements; Other Information. The Borrower will\nfurnish to the Administrative Agent and each Lender:\n(a)    Annual Financial Statements. As\nsoon as available, but in any event in accordance with then applicable law and not later than 90 days after the end of each fiscal year of the Borrower, the audited consolidating and consolidated balance sheet for the Borrower and its\nConsolidated Subsidiaries and related statements of operations, members’ equity, as applicable, and cash flows as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by\nindependent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit other than any consistency qualification\nthat may result from a change in the method used to prepare the financial statements as to which such accountants concur) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and\nresults of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied.\n(b)    Quarterly Financial Statements. As soon as\navailable, but in any event in accordance with then applicable law and not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the unaudited consolidating and consolidated balance\nsheet for the Borrower and its Consolidated Subsidiaries and related statements of operations, members’ equity, as applicable, and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting\nforth in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Responsible Officers as presenting fairly in all material\nrespects the financial condition and results of operations of Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit\nadjustments and the absence of footnotes.\n(c)    Certificate of Responsible Officer –\nCompliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Responsible Officer of the Borrower in substantially the form of\nExhibit D hereto (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting\nforth reasonably detailed calculations demonstrating compliance with Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recently delivered\nfinancial statements referred to in Section 8.01(a) and (b) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate (the\n“Compliance Certificate”).\n(d)    Certificate of Responsible Officer – Swap\nAgreements. Concurrently with any delivery of financial statements under Section 8.01(b), a certificate of a Responsible Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of the\nlast Business Day of the period covered by such financial statements, a true and complete list of all Swap Agreements of each Loan Party, the material terms thereof (including the type, term, effective date, termination date and notional amounts or\nvolumes), any new credit support agreements relating thereto (other than Security Instruments) not listed on Schedule 7.22, any margin required or supplied under any credit support document, and the counterparty to each\nsuch agreement.\n(e)    Certificate of Insurer – Insurance Coverage. Concurrently with any\ndelivery of financial statements under Section 8.01(a), and within ten (10) Business Days following each change in the insurance maintained in accordance with Section 8.07, certificates of\ninsurance coverage with respect to the insurance required by Section 8.07, in form and substance satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or any Lender, all copies of the\napplicable policies.\n(f)    Other Accounting Reports. Promptly upon receipt thereof, a copy of\neach other report or letter submitted to any Loan Party by independent accountants in connection with any annual, interim or special audit made by them of the books of any such Person, and a copy of any response by such Person, or the board of\ndirectors or other appropriate governing body of such Person, to such letter or report.\n(g)    SEC\nand Other Filings; Reports to Shareholders. Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Loan Party with the SEC or with any national securities\nexchange.\n(h)    Notices Under Material Instruments. Promptly\nafter the furnishing thereof, copies of any financial statement, report or notice furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit or other similar agreement, other than this Agreement\nand not otherwise required to be furnished to the Lenders pursuant to any other provision of this Section 8.01.\n(i)    Lists of Purchasers. Concurrently with the delivery of any Reserve Report to the\nAdministrative Agent pursuant to Section 8.12, a list of all Persons purchasing Hydrocarbons from any Loan Party (or, with respect to Oil and Gas Properties that are not operated by a Loan Party, a list of the operators of\nsuch properties).\n(j)    Notice of Sales of Borrowing Base Properties and Unwinds of Swap\nAgreements.\n(i)    In the event the Borrower or any other Loan Party intends to sell, transfer,\nassign or otherwise dispose of any Mortgaged Properties or non-Mortgaged Properties with value in excess of 2% of the then effective Borrowing Base (or any Equity Interests of any Loan Party that owns\nMortgaged Properties or such non-Mortgaged Properties) in accordance with Section 9.11, prior written notice of the foregoing (of at least 5 Business Days or such shorter time as the\nAdministrative Agent may agree) and the price of such disposed Mortgaged Properties or such non-Mortgaged Properties (or any Equity Interests of any Loan Party that owns Mortgaged Properties or such non-Mortgaged Properties); and\n(ii)    In the event the Borrower or\nany other Loan Party intends to terminate, unwind, cancel or otherwise dispose of Swap Agreements which could result in an anticipated decline in the mark-to-market\nvalue thereof or net cash proceeds therefrom in excess of $2,000,000 (in a single transaction or in multiple transactions over any one-month period), in accordance with Section 9.11,\nwritten notice of the foregoing within 5 Business Days after such event (or such longer time as the Administrative Agent may agree), the anticipated decline in the\nmark-to-market value thereof or net cash proceeds therefrom and the anticipated date of closing and any other details thereof reasonably requested by the Administrative\nAgent or any Lender.\n(k)    Notice of Casualty Events. Prompt written notice, and in any event\nwithin ten Business Days, of the occurrence of any Casualty Event to any Property having a fair market value in excess of $1,000,000 or the commencement of any condemnation or eminent domain action or proceeding that could reasonably be expected to\nresult in such a Casualty Event.\n(l)    Information Regarding Borrower and Guarantors. Prompt\nwritten notice of (and in any event within ten (10) days prior thereto or such other time as the Administrative Agent may agree) any change (i) in a Loan Party’s corporate name or in any trade name used to identify such Person in the\nconduct of its business or in the ownership of its Properties, (ii) in the location of the Loan Party’s chief executive office or principal place of business, (iii) in the Loan Party’s identity or corporate structure or in the\njurisdiction in which such Person is incorporated or formed, (iv) in the Loan Party’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in the Loan\nParty’s federal taxpayer identification number.\n(m)    Production Report and Lease Operating\nStatements. Concurrently with the delivery of any financial statements pursuant to Section 8.01(a) or (b), a report setting forth, for each fiscal quarter during the then current fiscal year to date, the volume\nof production and sales\nattributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such fiscal quarter from the Oil and Gas Properties, and setting forth\nthe related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such fiscal quarter.\n(n)    Annual Budget and Projections. As soon as available, but in any event not later than\n30 days after the end of each fiscal year of the Borrower, the annual budget and any forecasts or projections of the Borrower.\n(o)    Patriot Act. Promptly upon request, all documentation and other information required by\nregulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.\n(p)    Notices of Certain Changes. Promptly, but in any event within five (5) Business Days\nafter the execution thereof, copies of any amendment, modification or supplement to any of the Senior Unsecured Notes Documents or the Organizational Documents of the Borrower or any Subsidiary.\n(q)    Senior Unsecured Notes Incurrence. Written notice that it is considering incurring Senior\nUnsecured Notes at least five (5) Business Days prior to the proposed incurrence of such Senior Unsecured Notes. In connection therewith the Borrower will from time to time provide to the Administrative Agent copies of existing drafts of the\nSenior Unsecured Notes Documents as requested by the Administrative Agent, and the Borrower will also promptly deliver to the Administrative Agent and the Lenders copies, certified by a Responsible Officer as true and complete, of each Senior\nUnsecured Notes Document following the incurrence of any Senior Unsecured Notes.\n(r)    Other\nRequested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary (including any Plan or Multiemployer Plan and any reports\nor other information required to be filed under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request.\nSection 8.02    Notices of Material Events. The Borrower will furnish to the Administrative Agent and each\nLender prompt written notice of the following:\n(a)    the occurrence of any Default;\n(b)    the filing or commencement of, or the threat in writing of, any action, suit, proceeding,\ninvestigation or arbitration by or before any arbitrator or Governmental Authority against or affecting the Loan Parties thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding,\ninvestigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;\n(c)    the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have\noccurred, could reasonably be expected to result in a Material Adverse Effect; and\n(d)    the\noccurrence of any Material Adverse Effect.\nEach notice delivered under this Section 8.02 shall be accompanied by a\nstatement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.\nSection 8.03    Existence; Conduct of Business. The Borrower will, and will cause each Loan Party to, do or\ncause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business and maintain, if necessary, its\nqualification to do business in each other jurisdiction in which its Oil and Gas Properties is located or the ownership of its Properties requires such qualification, except where the failure to so qualify could not reasonably be expected to have a\nMaterial Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 9.10.\nSection 8.04    Payment of Obligations. The Borrower will, and will cause each other Loan Party to, pay its\nobligations, including tax liabilities of the Borrower and all of the other Loan Parties before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate\nproceedings, (b) the Borrower or such other Loan Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to\nresult in a Material Adverse Effect.\nSection 8.05    Performance of Obligations under Loan Documents. The\nBorrower will pay the Loans according to the terms hereof, and cause each other Loan Party to, do and perform every act and discharge all of the obligations to be performed and discharged by them under the Loan Documents, including this Agreement,\nat the time or times and in the manner specified.\nSection 8.06    Operation and Maintenance of\nProperties. The Borrower, at its own expense, will, and will cause each other Loan Party to:\n(a)    operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas\nProperties and other material Properties to be operated in as a reasonably prudent operator in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all applicable\nGovernmental Requirements, including applicable pro ration requirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and\noperation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom, except, in each case, where the failure to comply could not reasonably be expected to have a Material Adverse Effect.\n(b)    maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all\nof its material Oil and Gas Properties and other Properties necessary to the conduct of its business, including all equipment, machinery and facilities as would a reasonably prudent operator.\n(c)    promptly pay and discharge, or use commercially reasonable efforts to cause to be paid and\ndischarged, all material delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and will do all other things necessary, in accordance with industry\nstandards, to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder.\n(d)    promptly perform or use commercially reasonable\nefforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests\nin its Oil and Gas Properties and other material Properties.\nSection 8.07    Insurance. The Borrower\nwill maintain, with financially sound and reputable insurance companies, insurance covering all Loan Parties, in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating\nin the same or similar locations. The loss payable clauses or provisions in the applicable insurance policy or policies insuring any of the collateral for the Loans shall be endorsed in favor of and made payable to the Administrative Agent as a\n“loss payee” or other formulation acceptable to the Administrative Agent and such liability policies shall name the Administrative Agent, as agent for the benefit of the Secured Parties, as “additional insured”. The Borrower\nshall use reasonable efforts to cause such policies to also provide that the insurer will endeavor to give at least 30 days prior notice of any cancellation to the Administrative Agent.\nSection 8.08    Books and Records; Inspection Rights. The Borrower will, and will cause each other Loan Party\nto, keep proper books of record and account in accordance with GAAP. The Borrower will, and will cause each other Loan Party to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit\nand inspect its Properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested;\nprovided that each Lender shall provide the Borrower and the Administrative Agent with reasonable notice prior to any visit or inspection. In the event any Lender desires to conduct an audit of any Loan Party, such Lender shall make a\nreasonable effort to conduct such audit contemporaneously with any audit to be performed by the Administrative Agent. The Borrower shall reimburse the Administrative Agent and the Lenders for all costs incurred in connection with such visitations\nand inspections; provided, however that prior to the occurrence of an Event of Default, the Borrower shall only be obligated to reimburse the Administrative Agent and the Lenders for all costs incurred in connection with one (1) such visitation\nand inspection per year.\nSection 8.09    Compliance with Laws. The Borrower will, and will cause each\nLoan Party to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a\nMaterial Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Loan Parties and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws and applicable Sanctions.\nSection 8.10    Environmental Matters.\n(a)    The Borrower shall: (i) comply, and shall cause its Properties and operations and each other\nLoan Party and each other Loan Party’s Properties and operations to comply, with all applicable Environmental Laws, except to the extent any breach thereof could not be reasonably expected to have a Material Adverse Effect; (ii) not\ndispose of or otherwise Release, and shall cause each other Loan Party not to dispose of or otherwise Release, any Hazardous Material, or solid waste on, under, about or from any of the Borrower’s or the other Loan Parties’ Properties or\nany other Property to the extent caused by the Borrower’s or any of the other Loan Parties’ operations except in compliance with applicable Environmental Laws, the disposal or Release of which could reasonably be expected to have a\nMaterial Adverse Effect; (iii) timely obtain or file, and shall cause each other Loan Party to timely obtain or file, all notices, and Environmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in\nconnection with the operation or use of the Borrower’s or the other Loan Parties’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse\nEffect; (iv) promptly commence and diligently prosecute to completion, and shall cause each of other Loan Party to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment,\ncleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of\nor in connection with the actual or suspected past, present or future disposal or other Release of any Hazardous Materials on, under, about or from any of the Borrower’s or the other Loan Parties’ Properties, which failure to commence and\ndiligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause each other Loan Party to conduct, their respective operations and businesses in a manner that will not expose any Property\nor Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation, which claim could reasonably be expected to have a Material Adverse Effect; and (vi) establish and implement, and\nshall cause each other Loan Party to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and the other Loan Parties’ obligations under this\nSection 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.\n(b)    The Borrower will promptly, but in no event later than five Business Days of the Borrower becoming\naware thereof, notify the Administrative Agent and the Lenders in writing of any threatened action, investigation or inquiry by any Governmental Authority or any demand or lawsuit by any landowner or other third party threatened in writing against\nthe Borrower or the other Loan Parties or their Properties of which the Borrower has knowledge in connection with any Environmental Laws (excluding routine testing and corrective action) if the Borrower reasonably anticipates that such action will\nresult in liability (whether individually or in the aggregate) in excess of $1,000,000, not fully covered by insurance, subject to normal deductibles.\n(c)    If an Event of Default has occurred and is continuing, the Administrative Agent may (but shall not\nbe obligated to), at the expense of the Borrower and to the extent that the Borrower has the right to do so, conduct such Remedial Work as it deems appropriate to determine the nature and extent of any noncompliance with applicable Environmental\nLaws, the nature and extent of the presence of any Hazardous Material and the nature and extent of any other environmental conditions that may exist at or affect any of the Mortgaged Properties, and the Loan Parties shall cooperate with the\nAdministrative Agent in conducting such Remedial Work. Such Remedial Work may include a detailed visual inspection of the Mortgaged Properties, including all storage areas, storage tanks, drains and dry wells and other structures and locations, as\nwell as the taking of soil samples, surface water samples, and ground water samples and such other investigations or analyses as the Administrative Agent deems appropriate. The Administrative Agent and its officers, employees, agents and contractors\nshall have and are hereby granted the right to enter upon the Mortgaged Properties for the foregoing purposes.\nSection 8.11    Further Assurances.\n(a) The Borrower at its sole expense will, and will cause each other Loan Party to, promptly execute and deliver to the\nAdministrative Agent all such other documents, agreements and instruments reasonably requested by the Administrative Agent to comply with, cure any defects or accomplish the conditions precedent, covenants and agreements of any Loan Party, as the\ncase may be, in the Loan Documents or to further evidence and more fully describe the collateral intended as security for the Secured Obligations, or to correct any omissions in this\nAgreement or the Security Instruments, or to state more fully the obligations secured therein, or to perfect, protect or preserve any Liens created pursuant to this Agreement or any of the\nSecurity Instruments or the priority thereof, or to make any recordings, file any notices or obtain any consents, all as may be reasonably necessary or appropriate, in the sole discretion of the Administrative Agent, in connection therewith.\n(b)    The Borrower hereby authorizes the Administrative Agent to file one or more financing or\ncontinuation statements, and amendments thereto, relative to all or any part of the Mortgaged Property without the signature of the Borrower or any other Loan Party where permitted by law. A carbon, photographic or other reproduction of the Security\nInstruments or any financing statement covering the Mortgaged Property or any part thereof shall be sufficient as a financing statement where permitted by law.\nSection 8.12    Reserve Reports.\n(a) On or before March 1st and September 1st of each year, commencing September 1, 2017, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties of the Borrower and the\nother Loan Parties as of the immediately preceding January 1st and July 1st, as applicable. The Reserve Report as of January 1st and delivered on or before March 1st of each year (the “January 1 Reserve Report”) shall be prepared by one\nor more Approved Petroleum Engineers, and each other Reserve Report of each year may be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the reservoir engineering manager of the Borrower who shall certify\nsuch Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report.\n(b)    In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent\nand the Lenders a Reserve Report prepared by or under the supervision of the reservoir engineering manager of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and, except as otherwise specified\ntherein, to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to\nSection 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the\nreceipt of such request.\n(c)    With the delivery of each Reserve Report, the Borrower shall provide\nto the Administrative Agent and the Lenders a certificate (a “Reserve Report Certificate”) from a Responsible Officer certifying that in all material respects: (i) the information contained in the Reserve Report and any other\ninformation delivered in connection therewith is true and correct, (ii) the Borrower or the other Loan Parties own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all\nLiens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume\nspecified in Section 7.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any other Loan Party to deliver Hydrocarbons either generally or produced from such\nOil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of their Oil and Gas Properties evaluated in the immediately previous Reserve Report have been sold since the date of the last\nBorrowing Base determination except as set forth on an exhibit to the certificate, which exhibit shall list all\nof its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into\nby a Loan Party subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement\nbeen in effect on the date hereof and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the Oil and Gas Properties that the value\nof such Mortgaged Properties represent and that such percentage is in compliance with Section 8.14(a).\nSection 8.13    Title Information.\n(a)    On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report\nrequired by Section 8.12(a), the Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Borrowing Base Properties evaluated by such Reserve Report that\nwere not included in the immediately preceding Reserve Report, so that the Administrative Agent shall have had the opportunity to review (including title information previously delivered to the Administrative Agent), satisfactory title information\non Hydrocarbon Interests constituting at least 80% of the PV-9 of the Borrowing Base Properties evaluated by such Reserve Report.\n(b)    If the Borrower has provided title information for additional Properties under\nSection 8.13(a), the Borrower shall, within 60 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects\nor exceptions (including defects or exceptions as to priority) which are not permitted by Section 9.03 raised by such information, (ii) substitute acceptable Mortgaged Properties with no title defects or exceptions,\nexcept for Liens permitted by Section 9.03, having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have\nreceived, together with title information previously delivered to the Administrative Agent, satisfactory title information on Hydrocarbon Interests constituting at least 80% of the PV-9 of the Borrowing Base\nProperties evaluated by such Reserve Report.\n(c)    If the Borrower is unable to cure any title defect\nrequested by the Administrative Agent or the Lenders to be cured within the 60-day period or the Borrower does not comply with the requirements to provide acceptable title information covering 80% of the PV-9 of the Borrowing Base Properties evaluated in the most recent Reserve Report, such failure shall not be a Default, but instead the Administrative Agent shall have the right to exercise the following remedy in\nits sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent. To the extent that the Administrative Agent is not satisfied with\ntitle to any Mortgaged Property after the 60-day period has elapsed, such unacceptable Mortgaged Property shall not count towards the 80% requirement, and the Administrative Agent may send a notice to the\nBorrower and the Lenders that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Required Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title information on\nHydrocarbon Interests constituting 80% of the PV-9 of the Borrowing Base Properties evaluated by such Reserve Report. This new Borrowing Base shall become effective immediately after receipt of such notice.\nSection 8.14    Additional Collateral; Additional Guarantors.\n(a)    In connection with each redetermination of the Borrowing Base, the Borrower shall review the\nReserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 90% of the\nPV-9 of the Proved Reserves evaluated in the most recent Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged\nProperties do not represent at least 90% of such PV-9, then the Borrower shall, and shall cause the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate required under\nSection 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Liens permitted by Section 9.03 may exist) on\nadditional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 90% of such PV-9. All such\nLiens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent\nand in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary grants a Lien on its Oil and Gas Properties pursuant to\nSection 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).\n(b)    The Borrower shall promptly cause each newly created or acquired Domestic Subsidiary that is a Wholly-Owned Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty Agreement and to grant a lien and security interest in all of its Collateral (as defined in the security agreement) pursuant to a\nsecurity agreement. In connection with any such guaranty, the Borrower shall, or shall cause (i) such Domestic Subsidiary to execute and deliver the Guaranty Agreement (or a supplement thereto, as applicable) and a security agreement (or a\nsupplement thereto, as applicable) and (ii) the owners of the Equity Interests of such Domestic Subsidiary to pledge all of the Equity Interests of such new Domestic Subsidiary (including delivery of original stock certificates evidencing the\nEquity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and to execute and deliver such other additional closing documents, legal opinions\nand certificates as shall reasonably be requested by the Administrative Agent.\n(c)    In the event\nthat any Loan Party becomes the owner of a Domestic Subsidiary, then the Loan Party shall (i) pledge 100% of all the Equity Interests of such Domestic Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge\ndoes not occur automatically under the Guaranty Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank\nby the registered owner thereof) and (ii) (along with such Domestic Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent.\n(d)    The Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (other than\nthe Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations\nunder its respective Guaranty Agreement and other Security Instruments including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.14(d) for the maximum amount of\nsuch liability that can be hereby incurred without rendering its obligations under this Section 8.14(d), or otherwise under this Agreement or any\nLoan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations\nof the Borrower under this Section 8.14(d) shall remain in full force and effect until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder and all other\namounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or terminated (or are Cash Collateralized) and all LC Disbursements shall have been reimbursed. The Borrower intends that this\nSection 8.14(d) constitute, and this Section 8.14(d) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Loan Party (other than the Borrower)\nfor all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.\nSection 8.15    ERISA\nCompliance. The Borrower will promptly furnish and will cause its Subsidiaries and any ERISA Affiliate to promptly furnish to the Administrative Agent (i) upon becoming aware of the occurrence of any ERISA Event or of any Prohibited\nTransaction, in each case, that could reasonably be expected to result in a Material Adverse Effect, in connection with any Plan or any trust created thereunder, a written notice of the Borrower or Subsidiary of the Borrower, as the case may be,\nspecifying the nature thereof, what action such Person is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, and\n(ii) upon receipt thereof, copies of any notice of the PBGC’s intention to terminate or to have a trustee appointed to administer any Plan. Promptly following receipt of a reasonable request by the Administrative Agent, the Borrower will\nfurnish and will cause each Subsidiary to promptly furnish to the Administrative Agent copies of any documents described in Sections 101(k) or 101(l) of ERISA that any Loan Party may request with respect to any Multiemployer Plan;\nprovided, that if the Loan Parties have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Loan Parties shall promptly\nmake a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof.\nSection 8.16    Account Control Agreements; Location of Proceeds of Loans.\n(a)    The Borrower will, and will cause each other Loan Party to, in connection with any deposit account\nand/or any securities account established, held or maintained after the Effective Date promptly, but in any event within thirty (30) Business Days after the establishment of such account (or such later date as the Administrative Agent may agree\nin its sole discretion), cause such deposit account and/or securities account to be subject to a control agreement.\n(b)    The Borrower will, and will cause each Loan Party to, until the proceeds of any Loans are\ntransferred to a third party in a transaction not prohibited by the Loan Documents, hold the proceeds of any Loans made under this Agreement in a deposit account and/or a securities account that is subject to a control agreement.\nSection 8.17    EEA Financial Institution. No Loan Party is an EEA Financial Institution.\nSection 8.18    Post-Closing Obligations. Within 45 days after the Effective Date (or such later date to which\nAdministrative Agent shall agree in writing), the Borrower shall provide copies of fully executed ISDA novation agreement among Wells Fargo Bank, National Association, Tema and Borrower with respect to existing Swap Agreements between Wells Fargo\nBank, National Association and Tema."} +{"idx": 68, "level": 3, "span": "(a)    Annual Financial Statements\nAs\nsoon as available, but in any event in accordance with then applicable law and not later than 90 days after the end of each fiscal year of the Borrower, the audited consolidating and consolidated balance sheet for the Borrower and its\nConsolidated Subsidiaries and related statements of operations, members’ equity, as applicable, and cash flows as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by\nindependent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit other than any consistency qualification\nthat may result from a change in the method used to prepare the financial statements as to which such accountants concur) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and\nresults of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied."} +{"idx": 68, "level": 3, "span": "(b)    Quarterly Financial Statements\nAs soon as\navailable, but in any event in accordance with then applicable law and not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the unaudited consolidating and consolidated balance\nsheet for the Borrower and its Consolidated Subsidiaries and related statements of operations, members’ equity, as applicable, and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting\nforth in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Responsible Officers as presenting fairly in all material\nrespects the financial condition and results of operations of Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit\nadjustments and the absence of footnotes."} +{"idx": 68, "level": 3, "span": "(c)    Certificate of Responsible Officer –\nCompliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Responsible Officer of the Borrower in substantially the form of\nExhibit D hereto (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting\nforth reasonably detailed calculations demonstrating compliance with Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recently delivered\nfinancial statements referred to in Section 8.01(a) and (b) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate (the\n“Compliance Certificate”)."} +{"idx": 68, "level": 3, "span": "(d)    Certificate of Responsible Officer – Swap\nAgreements. Concurrently with any delivery of financial statements under Section 8.01(b), a certificate of a Responsible Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of the\nlast Business Day of the period covered by such financial statements, a true and complete list of all Swap Agreements of each Loan Party, the material terms thereof (including the type, term, effective date, termination date and notional amounts or\nvolumes), any new credit support agreements relating thereto (other than Security Instruments) not listed on Schedule 7.22, any margin required or supplied under any credit support document, and the counterparty to each\nsuch agreement."} +{"idx": 68, "level": 3, "span": "(e)    Certificate of Insurer – Insurance Coverage\nConcurrently with any\ndelivery of financial statements under Section 8.01(a), and within ten (10) Business Days following each change in the insurance maintained in accordance with Section 8.07, certificates of\ninsurance coverage with respect to the insurance required by Section 8.07, in form and substance satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or any Lender, all copies of the\napplicable policies."} +{"idx": 68, "level": 3, "span": "(f)    Other Accounting Reports\nPromptly upon receipt thereof, a copy of\neach other report or letter submitted to any Loan Party by independent accountants in connection with any annual, interim or special audit made by them of the books of any such Person, and a copy of any response by such Person, or the board of\ndirectors or other appropriate governing body of such Person, to such letter or report."} +{"idx": 68, "level": 3, "span": "(g)    SEC\nand Other Filings; Reports to Shareholders. Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Loan Party with the SEC or with any national securities\nexchange."} +{"idx": 68, "level": 3, "span": "(h)    Notices Under Material Instruments\nPromptly\nafter the furnishing thereof, copies of any financial statement, report or notice furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit or other similar agreement, other than this Agreement\nand not otherwise required to be furnished to the Lenders pursuant to any other provision of this Section 8.01."} +{"idx": 68, "level": 4, "span": "(i)    Lists of Purchasers\nConcurrently with the delivery of any Reserve Report to the\nAdministrative Agent pursuant to Section 8.12, a list of all Persons purchasing Hydrocarbons from any Loan Party (or, with respect to Oil and Gas Properties that are not operated by a Loan Party, a list of the operators of\nsuch properties)."} +{"idx": 68, "level": 3, "span": "(j)    Notice of Sales of Borrowing Base Properties and Unwinds of Swap\nAgreements."} +{"idx": 68, "level": 4, "span": "(i)    In the event the Borrower or any other Loan Party intends to sell, transfer,\nassign or otherwise dispose of any Mortgaged Properties or non-Mortgaged Properties with value in excess of 2% of the then effective Borrowing Base (or any Equity Interests of any Loan Party that owns\nMortgaged Properties or such non-Mortgaged Properties) in accordance with Section 9.11, prior written notice of the foregoing (of at least 5 Business Days or such shorter time as the\nAdministrative Agent may agree) and the price of such disposed Mortgaged Properties or such non-Mortgaged Properties (or any Equity Interests of any Loan Party that owns Mortgaged Properties or such non-Mortgaged Properties); and"} +{"idx": 68, "level": 4, "span": "(ii)    In the event the Borrower or\nany other Loan Party intends to terminate, unwind, cancel or otherwise dispose of Swap Agreements which could result in an anticipated decline in the mark-to-market\nvalue thereof or net cash proceeds therefrom in excess of $2,000,000 (in a single transaction or in multiple transactions over any one-month period), in accordance with Section 9.11,\nwritten notice of the foregoing within 5 Business Days after such event (or such longer time as the Administrative Agent may agree), the anticipated decline in the\nmark-to-market value thereof or net cash proceeds therefrom and the anticipated date of closing and any other details thereof reasonably requested by the Administrative\nAgent or any Lender."} +{"idx": 68, "level": 3, "span": "(k)    Notice of Casualty Events\nPrompt written notice, and in any event\nwithin ten Business Days, of the occurrence of any Casualty Event to any Property having a fair market value in excess of $1,000,000 or the commencement of any condemnation or eminent domain action or proceeding that could reasonably be expected to\nresult in such a Casualty Event."} +{"idx": 68, "level": 3, "span": "(l)    Information Regarding Borrower and Guarantors\nPrompt\nwritten notice of (and in any event within ten (10) days prior thereto or such other time as the Administrative Agent may agree) any change (i) in a Loan Party’s corporate name or in any trade name used to identify such Person in the\nconduct of its business or in the ownership of its Properties, (ii) in the location of the Loan Party’s chief executive office or principal place of business, (iii) in the Loan Party’s identity or corporate structure or in the\njurisdiction in which such Person is incorporated or formed, (iv) in the Loan Party’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in the Loan\nParty’s federal taxpayer identification number."} +{"idx": 68, "level": 3, "span": "(m)    Production Report and Lease Operating\nStatements. Concurrently with the delivery of any financial statements pursuant to Section 8.01(a) or (b), a report setting forth, for each fiscal quarter during the then current fiscal year to date, the volume\nof production and sales"} +{"idx": 68, "level": 3, "span": "(n)    Annual Budget and Projections\nAs soon as available, but in any event not later than\n30 days after the end of each fiscal year of the Borrower, the annual budget and any forecasts or projections of the Borrower."} +{"idx": 68, "level": 3, "span": "(o)    Patriot Act\nPromptly upon request, all documentation and other information required by\nregulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act."} +{"idx": 68, "level": 3, "span": "(p)    Notices of Certain Changes\nPromptly, but in any event within five (5) Business Days\nafter the execution thereof, copies of any amendment, modification or supplement to any of the Senior Unsecured Notes Documents or the Organizational Documents of the Borrower or any Subsidiary."} +{"idx": 68, "level": 3, "span": "(q)    Senior Unsecured Notes Incurrence\nWritten notice that it is considering incurring Senior\nUnsecured Notes at least five (5) Business Days prior to the proposed incurrence of such Senior Unsecured Notes. In connection therewith the Borrower will from time to time provide to the Administrative Agent copies of existing drafts of the\nSenior Unsecured Notes Documents as requested by the Administrative Agent, and the Borrower will also promptly deliver to the Administrative Agent and the Lenders copies, certified by a Responsible Officer as true and complete, of each Senior\nUnsecured Notes Document following the incurrence of any Senior Unsecured Notes."} +{"idx": 68, "level": 3, "span": "(r)    Other\nRequested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary (including any Plan or Multiemployer Plan and any reports\nor other information required to be filed under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request."} +{"idx": 68, "level": 3, "span": "(a)    the occurrence of any Default;"} +{"idx": 68, "level": 3, "span": "(b)    the filing or commencement of, or the threat in writing of, any action, suit, proceeding,\ninvestigation or arbitration by or before any arbitrator or Governmental Authority against or affecting the Loan Parties thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding,\ninvestigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;"} +{"idx": 68, "level": 3, "span": "(c)    the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have\noccurred, could reasonably be expected to result in a Material Adverse Effect; and"} +{"idx": 68, "level": 3, "span": "(d)    the\noccurrence of any Material Adverse Effect."} +{"idx": 68, "level": 3, "span": "(a)    operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas\nProperties and other material Properties to be operated in as a reasonably prudent operator in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all applicable\nGovernmental Requirements, including applicable pro ration requirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and\noperation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom, except, in each case, where the failure to comply could not reasonably be expected to have a Material Adverse Effect."} +{"idx": 68, "level": 3, "span": "(b)    maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all\nof its material Oil and Gas Properties and other Properties necessary to the conduct of its business, including all equipment, machinery and facilities as would a reasonably prudent operator."} +{"idx": 68, "level": 3, "span": "(c)    promptly pay and discharge, or use commercially reasonable efforts to cause to be paid and\ndischarged, all material delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and will do all other things necessary, in accordance with industry\nstandards, to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder."} +{"idx": 68, "level": 3, "span": "(d)    promptly perform or use commercially reasonable\nefforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests\nin its Oil and Gas Properties and other material Properties."} +{"idx": 68, "level": 3, "span": "(a)    The Borrower shall: (i) comply, and shall cause its Properties and operations and each other\nLoan Party and each other Loan Party’s Properties and operations to comply, with all applicable Environmental Laws, except to the extent any breach thereof could not be reasonably expected to have a Material Adverse Effect; (ii) not\ndispose of or otherwise Release, and shall cause each other Loan Party not to dispose of or otherwise Release, any Hazardous Material, or solid waste on, under, about or from any of the Borrower’s or the other Loan Parties’ Properties or\nany other Property to the extent caused by the Borrower’s or any of the other Loan Parties’ operations except in compliance with applicable Environmental Laws, the disposal or Release of which could reasonably be expected to have a\nMaterial Adverse Effect; (iii) timely obtain or file, and shall cause each other Loan Party to timely obtain or file, all notices, and Environmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in"} +{"idx": 68, "level": 3, "span": "(b)    The Borrower will promptly, but in no event later than five Business Days of the Borrower becoming\naware thereof, notify the Administrative Agent and the Lenders in writing of any threatened action, investigation or inquiry by any Governmental Authority or any demand or lawsuit by any landowner or other third party threatened in writing against\nthe Borrower or the other Loan Parties or their Properties of which the Borrower has knowledge in connection with any Environmental Laws (excluding routine testing and corrective action) if the Borrower reasonably anticipates that such action will\nresult in liability (whether individually or in the aggregate) in excess of $1,000,000, not fully covered by insurance, subject to normal deductibles."} +{"idx": 68, "level": 3, "span": "(c)    If an Event of Default has occurred and is continuing, the Administrative Agent may (but shall not\nbe obligated to), at the expense of the Borrower and to the extent that the Borrower has the right to do so, conduct such Remedial Work as it deems appropriate to determine the nature and extent of any noncompliance with applicable Environmental\nLaws, the nature and extent of the presence of any Hazardous Material and the nature and extent of any other environmental conditions that may exist at or affect any of the Mortgaged Properties, and the Loan Parties shall cooperate with the\nAdministrative Agent in conducting such Remedial Work. Such Remedial Work may include a detailed visual inspection of the Mortgaged Properties, including all storage areas, storage tanks, drains and dry wells and other structures and locations, as\nwell as the taking of soil samples, surface water samples, and ground water samples and such other investigations or analyses as the Administrative Agent deems appropriate. The Administrative Agent and its officers, employees, agents and contractors\nshall have and are hereby granted the right to enter upon the Mortgaged Properties for the foregoing purposes."} +{"idx": 68, "level": 3, "span": "(a) The Borrower at its sole expense will, and will cause each other Loan Party to, promptly execute and deliver to the\nAdministrative Agent all such other documents, agreements and instruments reasonably requested by the Administrative Agent to comply with, cure any defects or accomplish the conditions precedent, covenants and agreements of any Loan Party, as the\ncase may be, in the Loan Documents or to further evidence and more fully describe the collateral intended as security for the Secured Obligations, or to correct any omissions in this"} +{"idx": 68, "level": 3, "span": "(b)    The Borrower hereby authorizes the Administrative Agent to file one or more financing or\ncontinuation statements, and amendments thereto, relative to all or any part of the Mortgaged Property without the signature of the Borrower or any other Loan Party where permitted by law. A carbon, photographic or other reproduction of the Security\nInstruments or any financing statement covering the Mortgaged Property or any part thereof shall be sufficient as a financing statement where permitted by law."} +{"idx": 68, "level": 3, "span": "(a) On or before March 1st and September 1st of each year, commencing September 1, 2017, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties of the Borrower and the\nother Loan Parties as of the immediately preceding January 1st and July 1st, as applicable. The Reserve Report as of January 1st and delivered on or before March 1st of each year (the “January 1 Reserve Report”) shall be prepared by one\nor more Approved Petroleum Engineers, and each other Reserve Report of each year may be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the reservoir engineering manager of the Borrower who shall certify\nsuch Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report."} +{"idx": 68, "level": 3, "span": "(b)    In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent\nand the Lenders a Reserve Report prepared by or under the supervision of the reservoir engineering manager of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and, except as otherwise specified\ntherein, to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to\nSection 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the\nreceipt of such request."} +{"idx": 68, "level": 3, "span": "(c)    With the delivery of each Reserve Report, the Borrower shall provide\nto the Administrative Agent and the Lenders a certificate (a “Reserve Report Certificate”) from a Responsible Officer certifying that in all material respects: (i) the information contained in the Reserve Report and any other\ninformation delivered in connection therewith is true and correct, (ii) the Borrower or the other Loan Parties own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all\nLiens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume\nspecified in Section 7.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any other Loan Party to deliver Hydrocarbons either generally or produced from such\nOil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of their Oil and Gas Properties evaluated in the immediately previous Reserve Report have been sold since the date of the last\nBorrowing Base determination except as set forth on an exhibit to the certificate, which exhibit shall list all"} +{"idx": 68, "level": 3, "span": "(a)    On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report\nrequired by Section 8.12(a), the Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Borrowing Base Properties evaluated by such Reserve Report that\nwere not included in the immediately preceding Reserve Report, so that the Administrative Agent shall have had the opportunity to review (including title information previously delivered to the Administrative Agent), satisfactory title information\non Hydrocarbon Interests constituting at least 80% of the PV-9 of the Borrowing Base Properties evaluated by such Reserve Report."} +{"idx": 68, "level": 3, "span": "(b)    If the Borrower has provided title information for additional Properties under\nSection 8.13(a), the Borrower shall, within 60 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects\nor exceptions (including defects or exceptions as to priority) which are not permitted by Section 9.03 raised by such information, (ii) substitute acceptable Mortgaged Properties with no title defects or exceptions,\nexcept for Liens permitted by Section 9.03, having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have\nreceived, together with title information previously delivered to the Administrative Agent, satisfactory title information on Hydrocarbon Interests constituting at least 80% of the PV-9 of the Borrowing Base\nProperties evaluated by such Reserve Report."} +{"idx": 68, "level": 3, "span": "(c)    If the Borrower is unable to cure any title defect\nrequested by the Administrative Agent or the Lenders to be cured within the 60-day period or the Borrower does not comply with the requirements to provide acceptable title information covering 80% of the PV-9 of the Borrowing Base Properties evaluated in the most recent Reserve Report, such failure shall not be a Default, but instead the Administrative Agent shall have the right to exercise the following remedy in\nits sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent. To the extent that the Administrative Agent is not satisfied with\ntitle to any Mortgaged Property after the 60-day period has elapsed, such unacceptable Mortgaged Property shall not count towards the 80% requirement, and the Administrative Agent may send a notice to the\nBorrower and the Lenders that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Required Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title information on\nHydrocarbon Interests constituting 80% of the PV-9 of the Borrowing Base Properties evaluated by such Reserve Report. This new Borrowing Base shall become effective immediately after receipt of such notice."} +{"idx": 68, "level": 3, "span": "(a)    In connection with each redetermination of the Borrowing Base, the Borrower shall review the\nReserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 90% of the\nPV-9 of the Proved Reserves evaluated in the most recent Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged\nProperties do not represent at least 90% of such PV-9, then the Borrower shall, and shall cause the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate required under\nSection 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Liens permitted by Section 9.03 may exist) on\nadditional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 90% of such PV-9. All such\nLiens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent\nand in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary grants a Lien on its Oil and Gas Properties pursuant to\nSection 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b)."} +{"idx": 68, "level": 3, "span": "(b)    The Borrower shall promptly cause each newly created or acquired Domestic Subsidiary that is a Wholly-Owned Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty Agreement and to grant a lien and security interest in all of its Collateral (as defined in the security agreement) pursuant to a\nsecurity agreement. In connection with any such guaranty, the Borrower shall, or shall cause (i) such Domestic Subsidiary to execute and deliver the Guaranty Agreement (or a supplement thereto, as applicable) and a security agreement (or a\nsupplement thereto, as applicable) and (ii) the owners of the Equity Interests of such Domestic Subsidiary to pledge all of the Equity Interests of such new Domestic Subsidiary (including delivery of original stock certificates evidencing the\nEquity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and to execute and deliver such other additional closing documents, legal opinions\nand certificates as shall reasonably be requested by the Administrative Agent."} +{"idx": 68, "level": 3, "span": "(c)    In the event\nthat any Loan Party becomes the owner of a Domestic Subsidiary, then the Loan Party shall (i) pledge 100% of all the Equity Interests of such Domestic Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge\ndoes not occur automatically under the Guaranty Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank\nby the registered owner thereof) and (ii) (along with such Domestic Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent."} +{"idx": 68, "level": 3, "span": "(d)    The Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (other than\nthe Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations\nunder its respective Guaranty Agreement and other Security Instruments including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.14(d) for the maximum amount of\nsuch liability that can be hereby incurred without rendering its obligations under this Section 8.14(d), or otherwise under this Agreement or any"} +{"idx": 68, "level": 3, "span": "(a)    The Borrower will, and will cause each other Loan Party to, in connection with any deposit account\nand/or any securities account established, held or maintained after the Effective Date promptly, but in any event within thirty (30) Business Days after the establishment of such account (or such later date as the Administrative Agent may agree\nin its sole discretion), cause such deposit account and/or securities account to be subject to a control agreement."} +{"idx": 68, "level": 3, "span": "(b)    The Borrower will, and will cause each Loan Party to, until the proceeds of any Loans are\ntransferred to a third party in a transaction not prohibited by the Loan Documents, hold the proceeds of any Loans made under this Agreement in a deposit account and/or a securities account that is subject to a control agreement."} +{"idx": 68, "level": 2, "span": "ARTICLE IX"} +{"idx": 68, "level": 2, "span": "NEGATIVE COVENANTS\nUntil\nthe Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or\nterminated (or are Cash Collateralized) and all LC Disbursements shall have been reimbursed, the Borrower covenant and agree with the Lenders that:\nSection 9.01    Financial Covenants.\n(a)    Ratio of Total Funded Debt to EBITDAX. The Borrower will not, as of the last day of any\nfiscal quarter, commencing with the quarter ending June 30, 2017, permit its ratio of Total Funded Debt as of such time to EBITDAX for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of\ndetermination for which financial statements are available to be greater than 4.0 to 1.0.\n(b)    Current Ratio. The Borrower will not, as of the last day of any fiscal quarter, commencing\nwith the quarter ending June 30, 2017, permit its ratio of (i) consolidated current assets (including the unused amount of the total Commitments, but excluding non-cash assets under ASC 815) to\n(ii) consolidated current liabilities (excluding non-cash obligations under ASC 815, reclamation obligations to the extent classified as current liabilities under GAAP, and current maturities under this\nAgreement) to be less than 1.0 to 1.0.\nSection 9.02    Debt. The Borrower will not, and will not permit\nany other Loan Party to, incur, create, assume or suffer to exist any Debt, except:\n(a)    the Loans\nor other Secured Obligations arising under the Loan Documents or any Secured Swap Agreement or any guaranty of or suretyship arrangement for the Loans or other Secured Obligations arising under the Loan Documents or any Secured Swap Agreement;\n(b)    Debt of any Loan Party under Purchase Money Security Interests and Capital Leases not to exceed\n$2,000,000;\n(c)    Debt associated with worker’s compensation claims, bonds or surety obligations\nrequired by Governmental Requirements or by third parties in the ordinary course of business in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties;\n(d)    (i) Debt between the Borrower and its Subsidiaries that are Loan Parties, (ii) Debt\nbetween the Subsidiaries of the Borrower which are Loan Parties, and (iii) Debt extended to the Borrower and its Subsidiaries which are Loan Parties by any other Loan Party; provided that (1) such Debt is not held, assigned, transferred,\nnegotiated or pledged to any Person other than a Loan Party, and (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement;\n(e)    endorsements of negotiable instruments for collection in the ordinary course of business;\n(f)    obligations to royalty, overriding and working interest owners, joint interest obligations, trade\npayables and other lease operating expenses incurred in the ordinary course of business which are not more than ninety (90) days past due;\n(g)    Debt associated with appeal bonds and bonds or\nsureties provided to any Governmental Authority or to any other Person in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of the Oil and Gas Properties;\n(h)    Debt in respect of Senior Unsecured Notes; provided that (i) after giving effect to the\nincurrence or issuance thereof, the Borrower shall be in compliance on a pro forma basis with the financial covenants, and (ii) the Borrowing Base shall be adjusted as set forth in Section 2.07(e), and the Borrower\nshall make any prepayment required by Section 3.04(c)(iii);\n(i)    To the\nextent constituting Debt, obligations in respect of Swap Agreements;\n(j)    other Debt, not to exceed\nin the aggregate at any one time outstanding, the greater of (i) $2,000,000 and (ii) 3% of the Borrowing Base existing at the time such Debt is incurred; and\n(k)    any guarantee of any other Debt permitted to be incurred hereunder.\nSection 9.03    Liens. The Borrower will not, and will not permit any other Loan Party to, create, incur,\nassume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired), except:\n(a)    Liens securing the payment of any Secured Obligations;\n(b)    Excepted Liens;\n(c)    Liens securing Purchase Money Security Interests and Capital Leases permitted by\nSection 9.02(b) but only on the Property that is the subject of any such purchase money financing or such lease, accessions and improvements thereto, insurance thereon, and the proceeds of the foregoing; and\n(d)    other Liens on Property not constituting collateral for the Secured Obligations not to exceed\n$2,000,000 in the aggregate at any one time outstanding.\nSection 9.04    Restricted Payments. The\nBorrower will not, and will not permit any of the other Loan Party to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except\n(a)    the Borrower may make Restricted Payments with respect to its Equity Interests payable solely in\nadditional shares of its Equity Interests (other than Disqualified Capital Stock);\n(b)    Subsidiaries\nmay declare and pay dividends and other Restricted Payments to the Borrower and any other Loan Party;\n(c)    so long as no Default or Event of Default exists or would result therefrom, the Borrower may make\nPermitted Tax Distributions provided that in the case of an Excess Tax Distribution the Borrower may only make such distribution so long as both before and immediately after giving effect to such Excess Tax Distribution (i) the unused total\nCommitments then in effect shall be equal to or greater than 20% of the total Commitments then in effect and (ii) the Borrower’s ratio of Total Funded Debt to EBITDAX is not greater than 3.00 to 1.00 (using (x) Total Funded Debt\noutstanding on such date after giving effect to such Restricted Payment and (y) EBITDAX for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available); and\n(d)    the Borrower may make cash distributions in an amount\nnot to exceed $14,000,000 in any fiscal year of Borrower to promptly fund dividends or distributions on the preferred Equity Interests of Borrower or KLRE owned by any preferred equity holder (provided that any preferred Equity Interests issued by\nBorrower or KLRE after the Effective Date shall be on the same terms and conditions as those governing the preferred Equity Interests issued by Borrower or KLRE prior to the Effective Date), so long as both before and immediately after giving effect\nto such Restricted Payment (i) no Default or Event of Default exists, (ii) the unused total Commitments then in effect shall be equal to or greater than 20% of the total Commitments then in effect and (iii) the Borrower’s ratio\nof Total Funded Debt to EBITDAX is not greater than 3.00 to 1.00 (using (x) Total Funded Debt outstanding on such date after giving effect to such Restricted Payment and (y) EBITDAX for the four fiscal quarters ending on the last day of\nthe fiscal quarter immediately preceding such date for which financial statements are available).\nSection 9.05    Investments, Loans and Advances. The Borrower will not, and will not permit any other Loan\nParty to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to:\n(a)    Investments which are disclosed to the Lenders in Schedule 9.05;\n(b)    accounts receivable arising in the ordinary course of business;\n(c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency\nthereof, in each case maturing within one year from the date of acquisition thereof;\n(d)    commercial\npaper maturing within one year from the date of acquisition thereof rated in one of the two highest grades by S&P or Moody’s;\n(e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any\nLender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the\ndate of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Moody’s, respectively;\n(f)    Investments in money market or similar funds with assets of at least $1,000,000,000 and rated Aaa by\nMoody’s or AAA by S&P;\n(g) Investments (i) made by the Borrower in or to its Subsidiaries that are Loan\nParties or (ii) made by Loan Parties to each other or the Borrower;\n(h)    Investments in direct\nownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or\narea of mutual interest agreements, participation agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of\nthe United States of America;\n(i)    Investments pursuant to Swap Agreements or hedging\nagreements otherwise permitted under this Agreement; and\n(j)    Investments constituting deposits made\nin connection with the purchase of goods or services in the ordinary course of business;\n(k)    Permitted Equity Acquisitions and the purchase or acquisition of Oil and Gas Properties by Borrower\nor any Guarantor;\n(l)    Investments pursuant to Swap Agreements not prohibited under\nSection 9.17; and\n(m)    other Investments, not to exceed in the aggregate at any one time\noutstanding, the greater of (i) $2,000,000 and (ii) 3% of the Borrowing Base existing at the time such Investment is made.\nSection 9.06    Nature of Business; No International Operations. The Borrower will not allow any material\nchange to be made in the character of its business as an independent oil and gas exploration and production company. The Loan Parties will not (i) acquire or make any other expenditures (whether such expenditure is capital, operating or\notherwise) in or related to, any Oil and Gas Properties not located within the geographical boundaries of the United States or (ii) acquire or create any Foreign Subsidiary.\nSection 9.07    Proceeds of Loans. The Borrower will not permit the proceeds of the Loans to be used\nfor any purpose other than those permitted by Section 7.23. No Loan Party nor any Person acting on behalf of the Borrower has taken or will take any action which causes any of the Loan Documents to violate Regulations T, U\nor X or any other regulation of the Board or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. If requested by the\nAdministrative Agent, the Borrower will furnish to the Administrative Agent and each Lender FR Form U-1 or such other form referred to in Regulation U, Regulation T or Regulation X of the Board,\nas the case may be. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the\nproceeds of any Borrowing or Letter of Credit:\n(a)    in furtherance of an offer, payment, promise to\npay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws,\n(b)    for the purpose of funding, financing or facilitating any activities, business or transaction of or\nwith any Sanctioned Person, or in any Sanctioned Country to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or,\n(c)    in any manner that would result in the violation of any Sanctions applicable to any party hereto.\nSection 9.08    ERISA Compliance. Except as could not reasonably be expected to result in a Material\nAdverse Effect, the Borrower will not, and will not permit any other Loan Party to, at any time:\n(a)    Allow any ERISA Event to occur; or\n(b)    Contribute to or assume an obligation to contribute\nto, or permit any Subsidiary to contribute to or assume an obligation to contribute to, any Multiemployer Plan.\nSection 9.09    Sale or Discount of Receivables. Except for receivables obtained by the Loan Parties out of\nthe ordinary course of business or the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection of accounts receivable or the sale of defaulted accounts arising in the ordinary course\nof business in connection with the compromise or collection thereof and not in connection with any financing transaction, the Borrower will not, and will not permit any other Loan Party to, discount or sell (with or without recourse) any of its\nnotes receivable or accounts receivable.\nSection 9.10    Mergers, Etc. Neither the Borrower nor any other\nLoan Party will merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or\nsubstantially all of its Property to any other Person, (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve, except that (a) any Loan Party may consolidate with or into the\nBorrower (provided the Borrower shall be the continuing or surviving entity) and (b) any Loan Party (other than the Borrower) may consolidate with any other Loan Party.\nSection 9.11    Sale of Properties and Termination of Hedging Transactions. The Borrower will not, and will\nnot permit any other Loan Party to, sell, assign, farm-out, convey or otherwise transfer any Property (subject to Section 9.10) except for:\n(a)    the sale of inventory (including Hydrocarbons) in the ordinary course of business;\n(b)    farmouts in the ordinary course of business of undeveloped acreage or undrilled depths and\nassignments in connection with such farmouts;\n(c)    the sale or transfer of equipment that is no\nlonger necessary for the business of the Borrower or such other Loan Party or are replaced by equipment of at least comparable value and use;\n(d)    to the extent approved by the Administrative Agent in connection with Permitted Equity Acquisition;\n(e)    the sale or other disposition of any Oil and Gas Property to which no Proved Reserves are\nattributed and the pooling or unitization of Oil and Gas Properties to which no material Proved Reserves are attributed, so long as, after giving effect to the disposition and the concurrent payment of Loans, no Event of Default or Borrowing Base\nDeficiency would exist or result therefrom (after giving pro forma effect to any concurrent repayment of the Loans with the cash proceeds of such disposition);\n(f)    the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any\ninterest therein (including any Equity Interest in any Loan Party that owns Oil and Gas Property), or the termination, unwinding, cancellation or other disposition of Swap Agreements; provided that:\n(i)    80% of the consideration received in respect of such sale or other disposition of any such Oil and\nGas Property (or such Equity Interest) shall be cash,\n(ii)    (other than in respect of Casualty Events) the\nconsideration received in respect of a sale or other disposition of such Oil and Gas Property or interest therein (or such Equity Interest) shall be equal to or greater than the fair market value of such Oil and Gas Property or interest therein (or\nsuch Equity Interest) subject of such sale or other disposition (as reasonably determined by a Responsible Officer of the Borrower and if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the\nBorrower certifying to the foregoing),\n(iii)    The Borrowing Base shall be adjusted in accordance\nwith the terms of Section 2.07(e)(ii), and the Borrower shall make any required corresponding prepayment under Section 3.04(c)(iii).\n(g)    transfers of Properties from any Loan Party to the Borrower or any other Loan Party;\n(h)    the trade or exchange of unproved Oil and Gas Properties for Oil and Gas Properties of equivalent\n(as reasonably determined by the Borrower in good faith) value (including any cash necessary to achieve an exchange of equivalent value); and\n(i)    Casualty Events with respect to Properties that are not Oil and Gas Properties.\nSection 9.12    Sales and Leasebacks. The Borrower will not, and will not permit any other Loan Party to enter\ninto any arrangement with any Person providing for the leasing by any Loan Party of real or personal property that has been or is to be sold or transferred by such Loan Party to such Person or to any other Person to whom funds have been or are to be\nadvanced by such Person on the security of such property or rental obligations of such Loan Party.\nSection 9.13    Environmental Matters. The Borrower will not, and will not permit any other Loan Party to,\n(a) cause or knowingly permit any of its Property to be in violation of, or (b) do anything or knowingly permit anything to be done which will subject any such Property to any Remedial Work (other than Remedial Work done in the ordinary\ncourse of business) under, any Environmental Laws that could reasonably be expected to have a Material Adverse Effect; it being understood that clause (b) above will not be deemed as limiting or otherwise restricting any obligation to disclose\nany relevant facts, conditions and circumstances pertaining to such Property to the appropriate Governmental Authority.\nSection 9.14    Transactions with Affiliates. Borrower will not, and will not permit any other Loan Party to,\nenter into any transaction, including any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate unless such transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms\nno less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate; provided that the foregoing shall not apply to (a) transactions among Borrower and its Affiliates entered into in\nconnection with the Business Combination Transaction, including the Crude Oil Gathering Agreement, the Gas Gathering Agreement, the Transition Services Agreement and the Contribution Agreement (in each case as defined in the Business Combination\nAgreement), (b) transactions between Borrower or its Affiliates with KLRE or its Affiliates for financial advisory, underwriting, capital raising, and other services, (c) transactions between Borrower and Loan Parties and (d) any\ntransactions pursuant to the Tax Receivable Agreement.\nSection 9.15    Negative Pledge Agreements; Dividend\nRestrictions. The Borrower will not, and will not permit any other Loan Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying,\ncreation or imposition of any Lien on any of its Property to secure the Secured Obligations or which requires the consent of\nother Persons in connection therewith or (b) the Borrower or any other Loan Party from paying dividends or making distributions to any Loan Party or receiving any money in respect of Debt or\nother obligations owed to it, or which requires the consent of or notice to other Persons in connection therewith; provided that (i) the foregoing shall not apply to restrictions and conditions under the Loan Documents, (ii) the foregoing\nshall not apply to customary restrictions and conditions contained in agreements relating to the sale of any asset or another Loan Party pending such sale; provided such restrictions and conditions apply only to the asset or other Loan Party that is\nto be sold and such sale is permitted hereunder, and (iii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to purchase money Liens or Capital Leases permitted by this\nAgreement if such restrictions or conditions apply only to the property or assets securing such purchase money Liens or Capital Leases and (B) customary provisions in leases restricting the assignment thereof, (C) customary provisions\nrestricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business and (D) customary\nprovisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any Oil and Gas Properties of a Loan Party and its Subsidiaries.\nSection 9.16    \nTake-or-Pay or Other Prepayments . The Borrower will not, and will not permit any other Loan Party to, allow take-or-pay or other prepayments with respect to the Oil and Gas Properties of the Borrower or any other Loan Party that would require the Borrower or such other Loan Party to\ndeliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor to exceed $1,000,000 in the aggregate.\nSection 9.17    Swap Agreements. The Borrower will not, and will not permit any other Loan Party to, enter\ninto any Swap Agreements with any Person other than:\n(a)    Swap Agreements in respect of commodities\n(i) with an Approved Counterparty, (ii) which have a tenor not greater than five (5) years and (iii) the notional volumes for which (when aggregated and netted with other commodity Swap Agreements then in effect other than basis\ndifferential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed and at any time thereafter (such notional volumes to be based upon the projections contained in the then-most recently delivered Reserve Report), (x) for any month during the period from the then-current date until two (2) years after the then-current date, 85% of the projected production from the proved, developed producing Oil and Gas Properties of the Loan Parties for each of crude oil, natural gas and natural gas liquids, calculated separately,\nfor each month during the period commencing on the month when such Swap Agreement is executed, and (y) for any month during the period that is more than two (2) years from the then-current date, 75%\nof the projected production from the proved, developed producing Oil and Gas Properties of the Loan Parties for each of crude oil, natural gas and natural gas liquids, calculated separately, for each month during the period commencing on the month\nwhen such Swap Agreement is executed; provided that (1) in no event shall any Swap Agreement contain any requirement, agreement or covenant for any Loan Party to post collateral or margin to secure their obligations under such Swap\nAgreement or to cover market exposures (other than under the Security Instruments), other than cash or letters of credit in an aggregate amount at any time not to exceed $2,500,000, (2) Swap Agreements shall only be entered into in the ordinary\ncourse of business (and not for speculative purposes), and (3) no Swap Agreement in respect of commodities shall be terminated, unwound, cancelled or otherwise disposed of except to the extent permitted by\nSection 9.11; and\n(b)    Swap Agreements in respect of interest rates with\nan Approved Counterparty, the notional amounts of which, when aggregated with all other interest rate Swap Agreements of the Borrower and the Loan Parties then in effect, do not exceed 75% of the then outstanding principal\namount of the Borrower’s and the Loan Party’s aggregate Debt for borrowed money; provided that in no event shall any Swap Agreement contain any requirement, agreement or covenant\nfor the Borrower or any Loan Party to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures other than collateral provided for in, and upon the terms and conditions set forth in, this Agreement\nand the relevant Security Instruments.\nSection 9.18    Amendments to Organizational Documents and Material\nContracts. The Borrower shall not, and shall not permit any other Loan Party to, (a) amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) its Organizational Documents, the Crude Oil Gathering Agreement,\nthe Gas Gathering Agreement, the Transition Services Agreement or the Contribution Agreement in each case as defined in the Business Combination Agreement) and the Tax Receivable Agreement, in any material respect that could reasonably be expected\nto be adverse to the interests of the Administrative Agent or the Lenders without the consent of the Administrative Agent (not to be unreasonably withheld or delayed), other than (i) amendments that delete or reduce any fees payable by any Loan\nParty to a Person other than the Administrative Agent or any Lender, (ii) the termination of services provided under the Transition Services Agreement as contemplated therein or (iii) the extension of services under the Transition Services\nAgreements on substantially similar commercial terms, or (b) (i) amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) any agreement to which it is a party, (ii) terminate, replace or assign any of\nthe Loan Party’s interests in any agreement or (iii) permit any agreement not to be in full force and effect and binding upon and enforceable against the parties thereto, in each case if such occurrence could be reasonably expected to\nresult in a Material Adverse Effect. Notwithstanding the foregoing, the Borrower shall not, and shall not permit any other Loan Party to, amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) any provision of its\nOrganizational Documents with respect to preferred Equity Interests, including ownership, issuance or distributions with respect thereto, without the consent of the Administrative Agent; provided, that such amendments, supplements or\nmodifications may be undertaken in order to authorize additional Equity Interests in order to make Restricted Payments in Equity Interests contemplated under Section 9.04(a). .\nSection 9.19    Changes in Fiscal Periods. The Borrower shall not, and shall not permit any other Loan Party\nto have its fiscal year end on a date other than December 31 or change the its method of determining fiscal quarters.\nSection 9.20    No Subsidiaries. The Borrower shall not permit, and shall not permit the other Loan Parties to\nown or create directly or indirectly any Subsidiaries other than any Subsidiary formed after the Effective Date that joins this Agreement as a Guarantor in accordance with Section 8.14(b).\nSection 9.21    Redemption of Senior Unsecured Notes; Amendment of Senior Unsecured Notes Documents. The\nBorrower will not, and will not permit the other Loan Parties to:\n(a)    prior to the Maturity Date\ncall, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) any Senior Unsecured Notes; provided that, so long as no Event of Default or Borrowing Base Deficiency\nshall have occurred and be continuing or would result therefrom, the Borrower may optionally prepay Senior Unsecured Notes, in whole or in part, with the proceeds of Senior Unsecured Notes;\n(b)    in the case of Senior Unsecured Notes or any Senior Unsecured Notes Documents related thereto,\namend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any such Senior Unsecured Notes or any Senior Unsecured Notes Document related thereto if the effect thereof\nwould be cause such Debt no longer to qualify as Senior Unsecured Notes pursuant to the definition thereof;\n(c)    designate any Debt (other than obligations of the\nBorrower and the Subsidiaries pursuant to the Loan Documents) as “Specified Senior Indebtedness” or “Specified Guarantor Senior Indebtedness” or give any such other Debt any other similar designation.\nSection 9.22    Marketing Activities. The Borrower will not, and will not permit any of the other Loan Parties\nto, engage in marketing activities for any Hydrocarbons or enter into any contracts related thereto other than (i) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from their proved Oil and Gas Properties\nduring the period of such contract, (ii) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from proved Oil and Gas Properties of third parties during the period of such contract associated with the Oil and\nGas Properties of the Borrower and the other Loan Parties that the Borrower or one of the other Loan Parties has the right to market pursuant to joint operating agreements, unitization agreements or other similar contracts that are usual and\ncustomary in the oil and gas business and (iii) other contracts for the purchase and/or sale of Hydrocarbons of third parties (A) which have generally offsetting provisions (i.e. corresponding pricing mechanics, delivery dates and points\nand volumes) such that no “position” is taken and (B) for which appropriate credit support has been taken to alleviate the material credit risks of the counterparty thereto."} +{"idx": 68, "level": 3, "span": "(a)    Ratio of Total Funded Debt to EBITDAX\nThe Borrower will not, as of the last day of any\nfiscal quarter, commencing with the quarter ending June 30, 2017, permit its ratio of Total Funded Debt as of such time to EBITDAX for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of\ndetermination for which financial statements are available to be greater than 4.0 to 1.0."} +{"idx": 68, "level": 3, "span": "(b)    Current Ratio\nThe Borrower will not, as of the last day of any fiscal quarter, commencing\nwith the quarter ending June 30, 2017, permit its ratio of (i) consolidated current assets (including the unused amount of the total Commitments, but excluding non-cash assets under ASC 815) to\n(ii) consolidated current liabilities (excluding non-cash obligations under ASC 815, reclamation obligations to the extent classified as current liabilities under GAAP, and current maturities under this\nAgreement) to be less than 1.0 to 1.0."} +{"idx": 68, "level": 3, "span": "(a)    the Loans\nor other Secured Obligations arising under the Loan Documents or any Secured Swap Agreement or any guaranty of or suretyship arrangement for the Loans or other Secured Obligations arising under the Loan Documents or any Secured Swap Agreement;"} +{"idx": 68, "level": 3, "span": "(b)    Debt of any Loan Party under Purchase Money Security Interests and Capital Leases not to exceed\n$2,000,000;"} +{"idx": 68, "level": 3, "span": "(c)    Debt associated with worker’s compensation claims, bonds or surety obligations\nrequired by Governmental Requirements or by third parties in the ordinary course of business in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties;"} +{"idx": 68, "level": 3, "span": "(d)    (i) Debt between the Borrower and its Subsidiaries that are Loan Parties, (ii) Debt\nbetween the Subsidiaries of the Borrower which are Loan Parties, and (iii) Debt extended to the Borrower and its Subsidiaries which are Loan Parties by any other Loan Party; provided that (1) such Debt is not held, assigned, transferred,\nnegotiated or pledged to any Person other than a Loan Party, and (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement;"} +{"idx": 68, "level": 3, "span": "(e)    endorsements of negotiable instruments for collection in the ordinary course of business;"} +{"idx": 68, "level": 3, "span": "(f)    obligations to royalty, overriding and working interest owners, joint interest obligations, trade\npayables and other lease operating expenses incurred in the ordinary course of business which are not more than ninety (90) days past due;"} +{"idx": 68, "level": 3, "span": "(g)    Debt associated with appeal bonds and bonds or\nsureties provided to any Governmental Authority or to any other Person in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of the Oil and Gas Properties;"} +{"idx": 68, "level": 3, "span": "(h)    Debt in respect of Senior Unsecured Notes; provided that (i) after giving effect to the\nincurrence or issuance thereof, the Borrower shall be in compliance on a pro forma basis with the financial covenants, and (ii) the Borrowing Base shall be adjusted as set forth in Section 2.07(e), and the Borrower\nshall make any prepayment required by Section 3.04(c)(iii);"} +{"idx": 68, "level": 4, "span": "(i)    To the\nextent constituting Debt, obligations in respect of Swap Agreements;"} +{"idx": 68, "level": 3, "span": "(j)    other Debt, not to exceed\nin the aggregate at any one time outstanding, the greater of (i) $2,000,000 and (ii) 3% of the Borrowing Base existing at the time such Debt is incurred; and"} +{"idx": 68, "level": 3, "span": "(k)    any guarantee of any other Debt permitted to be incurred hereunder."} +{"idx": 68, "level": 3, "span": "(a)    Liens securing the payment of any Secured Obligations;"} +{"idx": 68, "level": 3, "span": "(b)    Excepted Liens;"} +{"idx": 68, "level": 3, "span": "(c)    Liens securing Purchase Money Security Interests and Capital Leases permitted by\nSection 9.02(b) but only on the Property that is the subject of any such purchase money financing or such lease, accessions and improvements thereto, insurance thereon, and the proceeds of the foregoing; and"} +{"idx": 68, "level": 3, "span": "(d)    other Liens on Property not constituting collateral for the Secured Obligations not to exceed\n$2,000,000 in the aggregate at any one time outstanding."} +{"idx": 68, "level": 3, "span": "(a)    the Borrower may make Restricted Payments with respect to its Equity Interests payable solely in\nadditional shares of its Equity Interests (other than Disqualified Capital Stock);"} +{"idx": 68, "level": 3, "span": "(b)    Subsidiaries\nmay declare and pay dividends and other Restricted Payments to the Borrower and any other Loan Party;"} +{"idx": 68, "level": 3, "span": "(c)    so long as no Default or Event of Default exists or would result therefrom, the Borrower may make\nPermitted Tax Distributions provided that in the case of an Excess Tax Distribution the Borrower may only make such distribution so long as both before and immediately after giving effect to such Excess Tax Distribution (i) the unused total\nCommitments then in effect shall be equal to or greater than 20% of the total Commitments then in effect and (ii) the Borrower’s ratio of Total Funded Debt to EBITDAX is not greater than 3.00 to 1.00 (using (x) Total Funded Debt\noutstanding on such date after giving effect to such Restricted Payment and (y) EBITDAX for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available); and"} +{"idx": 68, "level": 3, "span": "(d)    the Borrower may make cash distributions in an amount\nnot to exceed $14,000,000 in any fiscal year of Borrower to promptly fund dividends or distributions on the preferred Equity Interests of Borrower or KLRE owned by any preferred equity holder (provided that any preferred Equity Interests issued by\nBorrower or KLRE after the Effective Date shall be on the same terms and conditions as those governing the preferred Equity Interests issued by Borrower or KLRE prior to the Effective Date), so long as both before and immediately after giving effect\nto such Restricted Payment (i) no Default or Event of Default exists, (ii) the unused total Commitments then in effect shall be equal to or greater than 20% of the total Commitments then in effect and (iii) the Borrower’s ratio\nof Total Funded Debt to EBITDAX is not greater than 3.00 to 1.00 (using (x) Total Funded Debt outstanding on such date after giving effect to such Restricted Payment and (y) EBITDAX for the four fiscal quarters ending on the last day of\nthe fiscal quarter immediately preceding such date for which financial statements are available)."} +{"idx": 68, "level": 3, "span": "(a)    Investments which are disclosed to the Lenders in Schedule 9.05;"} +{"idx": 68, "level": 3, "span": "(b)    accounts receivable arising in the ordinary course of business;"} +{"idx": 68, "level": 3, "span": "(c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency\nthereof, in each case maturing within one year from the date of acquisition thereof;"} +{"idx": 68, "level": 3, "span": "(d)    commercial\npaper maturing within one year from the date of acquisition thereof rated in one of the two highest grades by S&P or Moody’s;"} +{"idx": 68, "level": 3, "span": "(e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any\nLender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the\ndate of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Moody’s, respectively;"} +{"idx": 68, "level": 3, "span": "(f)    Investments in money market or similar funds with assets of at least $1,000,000,000 and rated Aaa by\nMoody’s or AAA by S&P;"} +{"idx": 68, "level": 3, "span": "(g) Investments (i) made by the Borrower in or to its Subsidiaries that are Loan\nParties or (ii) made by Loan Parties to each other or the Borrower;"} +{"idx": 68, "level": 3, "span": "(h)    Investments in direct\nownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or\narea of mutual interest agreements, participation agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of\nthe United States of America;"} +{"idx": 68, "level": 4, "span": "(i)    Investments pursuant to Swap Agreements or hedging\nagreements otherwise permitted under this Agreement; and"} +{"idx": 68, "level": 3, "span": "(j)    Investments constituting deposits made\nin connection with the purchase of goods or services in the ordinary course of business;"} +{"idx": 68, "level": 3, "span": "(k)    Permitted Equity Acquisitions and the purchase or acquisition of Oil and Gas Properties by Borrower\nor any Guarantor;"} +{"idx": 68, "level": 3, "span": "(l)    Investments pursuant to Swap Agreements not prohibited under\nSection 9.17; and"} +{"idx": 68, "level": 3, "span": "(m)    other Investments, not to exceed in the aggregate at any one time\noutstanding, the greater of (i) $2,000,000 and (ii) 3% of the Borrowing Base existing at the time such Investment is made."} +{"idx": 68, "level": 3, "span": "(a)    in furtherance of an offer, payment, promise to\npay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws,"} +{"idx": 68, "level": 3, "span": "(b)    for the purpose of funding, financing or facilitating any activities, business or transaction of or\nwith any Sanctioned Person, or in any Sanctioned Country to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or,"} +{"idx": 68, "level": 3, "span": "(c)    in any manner that would result in the violation of any Sanctions applicable to any party hereto."} +{"idx": 68, "level": 3, "span": "(a)    Allow any ERISA Event to occur; or"} +{"idx": 68, "level": 3, "span": "(b)    Contribute to or assume an obligation to contribute\nto, or permit any Subsidiary to contribute to or assume an obligation to contribute to, any Multiemployer Plan."} +{"idx": 68, "level": 3, "span": "(a)    the sale of inventory (including Hydrocarbons) in the ordinary course of business;"} +{"idx": 68, "level": 3, "span": "(b)    farmouts in the ordinary course of business of undeveloped acreage or undrilled depths and\nassignments in connection with such farmouts;"} +{"idx": 68, "level": 3, "span": "(c)    the sale or transfer of equipment that is no\nlonger necessary for the business of the Borrower or such other Loan Party or are replaced by equipment of at least comparable value and use;"} +{"idx": 68, "level": 3, "span": "(d)    to the extent approved by the Administrative Agent in connection with Permitted Equity Acquisition;"} +{"idx": 68, "level": 3, "span": "(e)    the sale or other disposition of any Oil and Gas Property to which no Proved Reserves are\nattributed and the pooling or unitization of Oil and Gas Properties to which no material Proved Reserves are attributed, so long as, after giving effect to the disposition and the concurrent payment of Loans, no Event of Default or Borrowing Base\nDeficiency would exist or result therefrom (after giving pro forma effect to any concurrent repayment of the Loans with the cash proceeds of such disposition);"} +{"idx": 68, "level": 3, "span": "(f)    the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any\ninterest therein (including any Equity Interest in any Loan Party that owns Oil and Gas Property), or the termination, unwinding, cancellation or other disposition of Swap Agreements; provided that:"} +{"idx": 68, "level": 4, "span": "(i)    80% of the consideration received in respect of such sale or other disposition of any such Oil and\nGas Property (or such Equity Interest) shall be cash,"} +{"idx": 68, "level": 4, "span": "(ii)    (other than in respect of Casualty Events) the\nconsideration received in respect of a sale or other disposition of such Oil and Gas Property or interest therein (or such Equity Interest) shall be equal to or greater than the fair market value of such Oil and Gas Property or interest therein (or\nsuch Equity Interest) subject of such sale or other disposition (as reasonably determined by a Responsible Officer of the Borrower and if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the\nBorrower certifying to the foregoing),"} +{"idx": 68, "level": 4, "span": "(iii)    The Borrowing Base shall be adjusted in accordance\nwith the terms of Section 2.07(e)(ii), and the Borrower shall make any required corresponding prepayment under Section 3.04(c)(iii)."} +{"idx": 68, "level": 3, "span": "(g)    transfers of Properties from any Loan Party to the Borrower or any other Loan Party;"} +{"idx": 68, "level": 3, "span": "(h)    the trade or exchange of unproved Oil and Gas Properties for Oil and Gas Properties of equivalent\n(as reasonably determined by the Borrower in good faith) value (including any cash necessary to achieve an exchange of equivalent value); and"} +{"idx": 68, "level": 4, "span": "(i)    Casualty Events with respect to Properties that are not Oil and Gas Properties."} +{"idx": 68, "level": 3, "span": "(a)    Swap Agreements in respect of commodities\n(i) with an Approved Counterparty, (ii) which have a tenor not greater than five (5) years and (iii) the notional volumes for which (when aggregated and netted with other commodity Swap Agreements then in effect other than basis\ndifferential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed and at any time thereafter (such notional volumes to be based upon the projections contained in the then-most recently delivered Reserve Report), (x) for any month during the period from the then-current date until two (2) years after the then-current date, 85% of the projected production from the proved, developed producing Oil and Gas Properties of the Loan Parties for each of crude oil, natural gas and natural gas liquids, calculated separately,\nfor each month during the period commencing on the month when such Swap Agreement is executed, and (y) for any month during the period that is more than two (2) years from the then-current date, 75%\nof the projected production from the proved, developed producing Oil and Gas Properties of the Loan Parties for each of crude oil, natural gas and natural gas liquids, calculated separately, for each month during the period commencing on the month\nwhen such Swap Agreement is executed; provided that (1) in no event shall any Swap Agreement contain any requirement, agreement or covenant for any Loan Party to post collateral or margin to secure their obligations under such Swap\nAgreement or to cover market exposures (other than under the Security Instruments), other than cash or letters of credit in an aggregate amount at any time not to exceed $2,500,000, (2) Swap Agreements shall only be entered into in the ordinary\ncourse of business (and not for speculative purposes), and (3) no Swap Agreement in respect of commodities shall be terminated, unwound, cancelled or otherwise disposed of except to the extent permitted by\nSection 9.11; and"} +{"idx": 68, "level": 3, "span": "(b)    Swap Agreements in respect of interest rates with\nan Approved Counterparty, the notional amounts of which, when aggregated with all other interest rate Swap Agreements of the Borrower and the Loan Parties then in effect, do not exceed 75% of the then outstanding principal"} +{"idx": 68, "level": 3, "span": "(a)    prior to the Maturity Date\ncall, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) any Senior Unsecured Notes; provided that, so long as no Event of Default or Borrowing Base Deficiency\nshall have occurred and be continuing or would result therefrom, the Borrower may optionally prepay Senior Unsecured Notes, in whole or in part, with the proceeds of Senior Unsecured Notes;"} +{"idx": 68, "level": 3, "span": "(b)    in the case of Senior Unsecured Notes or any Senior Unsecured Notes Documents related thereto,\namend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any such Senior Unsecured Notes or any Senior Unsecured Notes Document related thereto if the effect thereof\nwould be cause such Debt no longer to qualify as Senior Unsecured Notes pursuant to the definition thereof;"} +{"idx": 68, "level": 3, "span": "(c)    designate any Debt (other than obligations of the\nBorrower and the Subsidiaries pursuant to the Loan Documents) as “Specified Senior Indebtedness” or “Specified Guarantor Senior Indebtedness” or give any such other Debt any other similar designation."} +{"idx": 68, "level": 2, "span": "ARTICLE X"} +{"idx": 68, "level": 2, "span": "EVENTS OF DEFAULT;\nREMEDIES\nSection 10.01    Events of Default. One or more of the following events shall constitute an\n“Event of Default”:\n(a)    the Borrower shall fail to pay any principal of any Loan\nor any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof, by acceleration or otherwise;\n(b)    the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than\nan amount referred to in Section 10.01(a)) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days;\n(c)    any representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan\nParty in or in connection with any Loan Document or any amendment or modification of any Loan Document or waiver under such Loan Document, or in any report, notice, certificate, financial statement or other document furnished pursuant to or in\nconnection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made (or, to the extent that any such representation and warranty is\nqualified by materiality, such representation and warranty (as so qualified) shall prove to have been incorrect in any respect when made or deemed made);\n(d)    the Borrower or any other Loan Party shall fail to observe or perform any covenant, condition or\nagreement contained in Section 8.02, Section 8.03, Section 8.14, Section 8.16, Section 8.17 or in\nARTICLE IX;\n(e)    the Borrower or any other Loan Party shall fail to\nobserve or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Section 10.01(a), Section 10.01(b), Section 10.01(c) or\nSection 10.01(d)) or any other Loan Document, and such failure shall continue unremedied for a period of 30 days after the earlier to occur of (A) notice thereof from the Administrative Agent to the Borrower\n(which notice will be given at the request of any Lender) or (B) a Responsible Officer of the Borrower or such other Loan Party otherwise becoming aware of such default;\n(f)    the Borrower or any other Loan Party shall fail to make any payment (whether of principal or\ninterest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable after giving effect to any grace periods applicable thereto;\n(g)    any event or condition occurs that results in any Material Indebtedness becoming due prior to its\nscheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to\nbecome due, or to require the Redemption thereof or any offer to Redeem to be made in respect thereof, prior to its scheduled maturity or require the Borrower or any other Loan Party to make an offer in respect thereof;\n(h)    an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking\n(i) liquidation, reorganization or other relief in respect of any Loan Party, or its or their debts, or of a substantial part of its or their assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or\nhereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any other Loan Party or for a substantial part of its or their assets, and, in any such case, such\nproceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;\n(i)    the Borrower or any other Loan Party shall (i) voluntarily commence any proceeding or file any\npetition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a\ntimely and appropriate manner, any proceeding or petition described in Section 10.01(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or\nany other Loan Party or for a substantial part of its or their assets, (iv) file an answer admitting the material allegations of a petition filed against it or them in any such proceeding, (v) make a general assignment for the benefit of\ncreditors, (vi) take any action for the purpose of effecting any of the foregoing; or (vii) become unable, admit in writing its inability or fail generally to pay its debts as they become due;\n(j)    one or more judgments for the payment of money in an aggregate amount in excess of $1,000,000 (to\nthe extent not covered by independent third party insurance as to which the insurer does not dispute coverage and is not subject to an insolvency proceeding) shall be rendered against any Loan Party or any combination thereof and the same shall\nremain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party to enforce any such\njudgment;\n(k)    the Loan Documents after delivery thereof shall for any reason, except to the extent\npermitted by the terms thereof, cease to be in full force and effect and valid, binding and\nenforceable in accordance with their terms against the Borrower or a Loan Party thereto or shall be repudiated by any of them or cease to create valid and perfected Liens of the priority required\nthereby on the Collateral purported to be covered thereby, except to the extent permitted by the terms of this Agreement, or the Borrower or any other Loan Party or any of their Affiliates shall so state in writing;\n(l)    (i) an ERISA Event occurs with respect to a Plan that has resulted or could reasonably be expected\nto result in a Material Adverse Effect, or (ii) Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201\nof ERISA under a Multiemployer Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect;\n(m)    an “Event of Default” shall occur under the Senior Unsecured Notes Documents; and\n(n)    a Change in Control shall occur.\nSection 10.02    Remedies.\n(a)    In the case of an Event of Default (other than one described in\nSection 10.01(h) or Section 10.01(i)), at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Majority Lenders or\nshall at the request of the Majority Lenders, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and\n(ii) by written notice to the Borrower, declare the Notes and the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and\npayable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Loan Parties accrued hereunder and under the Notes and the other Loan Documents\n(including the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(j)), shall become due and payable immediately, without presentment, demand (other than written notice), protest, notice of\nintent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Loan Party; and in case of an Event of Default described in Section 10.01(h) or\nSection 10.01(i), the Commitments shall automatically terminate and the Notes and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and the other obligations of\nthe Borrower and the other Loan Parties accrued hereunder and under the Notes and the other Loan Documents (including the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(j)), shall\nautomatically and immediately become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration, or other notice of any kind, all of which are hereby waived by each Loan Party.\n(b)    In the case of the occurrence of an Event of Default, the Administrative Agent and the Lenders will\nhave all other rights and remedies available at law and equity.\n(c)    All proceeds realized from the liquidation or other\ndisposition of collateral or otherwise received after maturity of the Loans, whether by acceleration or otherwise, shall be applied:\n(i)    first, to payment or reimbursement of that portion of the Secured Obligations constituting fees,\nexpenses and indemnities payable to the Administrative Agent in its capacity as such;\n(ii) second, pro rata to payment or\nreimbursement of that portion of the Secured Obligations constituting fees, expenses and indemnities payable to the Lenders;\n(iii)    third, pro rata to payment of accrued interest on the Loans;\n(iv)    fourth, pro rata to payment of principal outstanding on the Loans and Secured Obligations referred\nto in clause (y) of the definition of Secured Obligations in respect of Secured Cash Management Agreements and Secured Swap Agreements;\n(v)    fifth, pro rata to any other Secured Obligations;\n(vi)    sixth, to serve as cash collateral to be held by the Administrative Agent to secure the LC\nExposure; and\n(vii)    seventh, any excess, after all of the Secured Obligations shall have been\nindefeasibly paid in full in cash, shall be paid to the Borrower or as otherwise required by any Governmental Requirement.\nNotwithstanding the foregoing, amounts received from the Borrower or any Guarantor that is not an “eligible contract participant”\nunder the Commodity Exchange Act shall not be applied to any Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Secured Obligations other than Excluded Swap Obligations as a result of this this clause,\nthe Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause fourth above from amounts received from “eligible contract participants” under the Commodity Exchange Act to ensure,\nas nearly as possible, that the proportional aggregate recoveries with respect to Secured Obligations described in clause fourth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect\nto other Secured Obligations pursuant to clause fourth above)."} +{"idx": 68, "level": 3, "span": "(a)    the Borrower shall fail to pay any principal of any Loan\nor any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof, by acceleration or otherwise;"} +{"idx": 68, "level": 3, "span": "(b)    the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than\nan amount referred to in Section 10.01(a)) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days;"} +{"idx": 68, "level": 3, "span": "(c)    any representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan\nParty in or in connection with any Loan Document or any amendment or modification of any Loan Document or waiver under such Loan Document, or in any report, notice, certificate, financial statement or other document furnished pursuant to or in\nconnection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made (or, to the extent that any such representation and warranty is\nqualified by materiality, such representation and warranty (as so qualified) shall prove to have been incorrect in any respect when made or deemed made);"} +{"idx": 68, "level": 3, "span": "(d)    the Borrower or any other Loan Party shall fail to observe or perform any covenant, condition or\nagreement contained in Section 8.02, Section 8.03, Section 8.14, Section 8.16, Section 8.17 or in\nARTICLE IX;"} +{"idx": 68, "level": 3, "span": "(e)    the Borrower or any other Loan Party shall fail to\nobserve or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Section 10.01(a), Section 10.01(b), Section 10.01(c) or\nSection 10.01(d)) or any other Loan Document, and such failure shall continue unremedied for a period of 30 days after the earlier to occur of (A) notice thereof from the Administrative Agent to the Borrower\n(which notice will be given at the request of any Lender) or (B) a Responsible Officer of the Borrower or such other Loan Party otherwise becoming aware of such default;"} +{"idx": 68, "level": 3, "span": "(f)    the Borrower or any other Loan Party shall fail to make any payment (whether of principal or\ninterest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable after giving effect to any grace periods applicable thereto;"} +{"idx": 68, "level": 3, "span": "(g)    any event or condition occurs that results in any Material Indebtedness becoming due prior to its\nscheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to\nbecome due, or to require the Redemption thereof or any offer to Redeem to be made in respect thereof, prior to its scheduled maturity or require the Borrower or any other Loan Party to make an offer in respect thereof;"} +{"idx": 68, "level": 3, "span": "(h)    an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking\n(i) liquidation, reorganization or other relief in respect of any Loan Party, or its or their debts, or of a substantial part of its or their assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or\nhereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any other Loan Party or for a substantial part of its or their assets, and, in any such case, such\nproceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;"} +{"idx": 68, "level": 4, "span": "(i)    the Borrower or any other Loan Party shall (i) voluntarily commence any proceeding or file any\npetition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a\ntimely and appropriate manner, any proceeding or petition described in Section 10.01(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or\nany other Loan Party or for a substantial part of its or their assets, (iv) file an answer admitting the material allegations of a petition filed against it or them in any such proceeding, (v) make a general assignment for the benefit of\ncreditors, (vi) take any action for the purpose of effecting any of the foregoing; or (vii) become unable, admit in writing its inability or fail generally to pay its debts as they become due;"} +{"idx": 68, "level": 3, "span": "(j)    one or more judgments for the payment of money in an aggregate amount in excess of $1,000,000 (to\nthe extent not covered by independent third party insurance as to which the insurer does not dispute coverage and is not subject to an insolvency proceeding) shall be rendered against any Loan Party or any combination thereof and the same shall\nremain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party to enforce any such\njudgment;"} +{"idx": 68, "level": 3, "span": "(k)    the Loan Documents after delivery thereof shall for any reason, except to the extent\npermitted by the terms thereof, cease to be in full force and effect and valid, binding and"} +{"idx": 68, "level": 3, "span": "(l)    (i) an ERISA Event occurs with respect to a Plan that has resulted or could reasonably be expected\nto result in a Material Adverse Effect, or (ii) Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201\nof ERISA under a Multiemployer Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect;"} +{"idx": 68, "level": 3, "span": "(m)    an “Event of Default” shall occur under the Senior Unsecured Notes Documents; and"} +{"idx": 68, "level": 3, "span": "(n)    a Change in Control shall occur."} +{"idx": 68, "level": 3, "span": "(a)    In the case of an Event of Default (other than one described in\nSection 10.01(h) or Section 10.01(i)), at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Majority Lenders or\nshall at the request of the Majority Lenders, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and\n(ii) by written notice to the Borrower, declare the Notes and the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and\npayable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Loan Parties accrued hereunder and under the Notes and the other Loan Documents\n(including the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(j)), shall become due and payable immediately, without presentment, demand (other than written notice), protest, notice of\nintent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Loan Party; and in case of an Event of Default described in Section 10.01(h) or\nSection 10.01(i), the Commitments shall automatically terminate and the Notes and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and the other obligations of\nthe Borrower and the other Loan Parties accrued hereunder and under the Notes and the other Loan Documents (including the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(j)), shall\nautomatically and immediately become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration, or other notice of any kind, all of which are hereby waived by each Loan Party."} +{"idx": 68, "level": 3, "span": "(b)    In the case of the occurrence of an Event of Default, the Administrative Agent and the Lenders will\nhave all other rights and remedies available at law and equity."} +{"idx": 68, "level": 3, "span": "(c)    All proceeds realized from the liquidation or other\ndisposition of collateral or otherwise received after maturity of the Loans, whether by acceleration or otherwise, shall be applied:"} +{"idx": 68, "level": 4, "span": "(i)    first, to payment or reimbursement of that portion of the Secured Obligations constituting fees,\nexpenses and indemnities payable to the Administrative Agent in its capacity as such;"} +{"idx": 68, "level": 4, "span": "(ii) second, pro rata to payment or\nreimbursement of that portion of the Secured Obligations constituting fees, expenses and indemnities payable to the Lenders;"} +{"idx": 68, "level": 4, "span": "(iii)    third, pro rata to payment of accrued interest on the Loans;"} +{"idx": 68, "level": 4, "span": "(iv)    fourth, pro rata to payment of principal outstanding on the Loans and Secured Obligations referred\nto in clause (y) of the definition of Secured Obligations in respect of Secured Cash Management Agreements and Secured Swap Agreements;"} +{"idx": 68, "level": 4, "span": "(v)    fifth, pro rata to any other Secured Obligations;"} +{"idx": 68, "level": 4, "span": "(vi)    sixth, to serve as cash collateral to be held by the Administrative Agent to secure the LC\nExposure; and"} +{"idx": 68, "level": 4, "span": "(vii)    seventh, any excess, after all of the Secured Obligations shall have been\nindefeasibly paid in full in cash, shall be paid to the Borrower or as otherwise required by any Governmental Requirement."} +{"idx": 68, "level": 2, "span": "ARTICLE XI"} +{"idx": 68, "level": 2, "span": "THE ADMINISTRATIVE AGENT\nSection 11.01    Appointment; Powers. Each of the Lender and the Issuing Bank hereby irrevocably appoints the\nAdministrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with\nsuch actions and powers as are reasonably incidental thereto.\nSection 11.02    Duties and Obligations of\nAdministrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be\nsubject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not\nintended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and\nis intended to create or reflect only an administrative relationship between independent contracting parties), (b) the Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except as\nprovided in Section 11.03, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to\nthe Borrower or any Loan Party that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until\nwritten notice thereof is given to the Administrative Agent by the Borrower or a Lender, and shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with\nthis Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of\nany of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,\ninstrument or document, (v) the satisfaction of any condition set forth in ARTICLE VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or as to\nthose conditions precedent expressly required to be to the Administrative Agent’s satisfaction, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower and the other\nLoan Parties or any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any\ncovenants, agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with the conditions specified in ARTICLE VI, each Lender and the Issuing Bank shall be deemed to have\nconsented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender or the Issuing Bank unless the Administrative Agent shall have\nreceived written notice from such Lender prior to the Effective Date specifying its objection thereto.\nSection 11.03    Action by Administrative Agent. The Administrative Agent shall have no duty to take any\ndiscretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing as directed by the\nMajority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02) and in all cases the Administrative Agent shall be fully justified in failing\nor refusing to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions from the Majority Lenders or the Lenders, as applicable, (or such other number or percentage of the Lenders as shall be necessary\nunder the circumstances as provided in Section 12.02) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it\nby reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by the Administrative Agent shall be binding on all of the Lenders. If a Default has occurred and is\ncontinuing, then the Administrative Agent shall take such action with respect to such Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03,\nprovided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as\nit shall deem advisable in the best interests of the Lenders. In no event, however, shall the Administrative Agent be required to take any action which, in its opinion, or the opinion of its counsel, exposes the Administrative Agent to liability or\nwhich is contrary to this Agreement, the Loan Documents or applicable law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or\ntermination property of a Defaulting Lender in violation of any debtor\nrelief law. If a Default has occurred and is continuing, no Agent shall have any obligation to perform any act in respect thereof. The Administrative Agent shall not be liable for any action\ntaken or not taken by it with the consent or at the request of the Majority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in\nSection 12.02), and otherwise the Administrative Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided\nfor herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct.\nSection 11.04    Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon,\nand shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative\nAgent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon and each of the Borrower and the Lenders and the Issuing Bank hereby\nwaives the right to dispute the Administrative Agent’s record of such statement, except in the case of gross negligence or willful misconduct by the Administrative Agent. The Administrative Agent may consult with legal counsel (who may be\ncounsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent\nmay deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent.\nSection 11.05    Subagents. The Administrative Agent may perform any and all of its duties and exercise its\nrights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all\nits duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this ARTICLE XI shall apply to any such sub-agent and to the\nRelated Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as\nactivities as Administrative Agent.\nSection 11.06    Resignation of Administrative Agent. Subject to the\nappointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such\nresignation, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days\nafter the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a qualified financial institution as successor Administrative Agent. Upon\nthe acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring\nAdministrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the\nBorrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such\nretiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.\nSection 11.07    Administrative Agent as Lender. The Administrative Agent hereunder shall have the same rights\nand powers in its capacity as a Lender as any other Lender and may exercise the same as\nthough it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any other\nLoan Party or other Affiliate thereof as if it were not the Administrative Agent hereunder.\nSection 11.08    No Reliance. Each Lender acknowledges that it has, independently and without reliance upon\nthe Administrative Agent, any other Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and each other Loan Document to which it\nis a party. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any other Lender or any other Lender, and based on such documents and information as it shall from time to time deem\nappropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder. The Agents shall not be required to\nkeep themselves informed as to the performance or observance by the Borrower, or any of the other Loan Parties of this Agreement, the Loan Documents or any other document referred to or provided for herein or to inspect the Properties or books of\nany such Person. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent nor any Arranger shall have any duty or responsibility to provide any\nLender with any credit or other information concerning the affairs, financial condition or business of the Borrower or any Loan Party (or any of their Affiliates) which may come into the possession of such Agent or any of its Affiliates. In this\nregard, each Lender acknowledges that Winstead PC is acting in this transaction as special counsel to the Administrative Agent only, except to the extent otherwise expressly stated in any legal opinion or any Loan Document. Each other party hereto\nwill consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters contemplated therein.\nSection 11.09    Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership,\ninsolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower or any of the other Loan Parties, the Administrative Agent (irrespective of whether the principal of any\nLoan or LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by\nintervention in such proceeding or otherwise:\n(a)    to file and prove a claim for the whole amount of\nthe principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the\nLenders, the Issuing Bank and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other\namounts due the Lenders and the Administrative Agent under Section 2.08, Section 3.05 and Section 12.03) allowed in such judicial proceeding; and\n(b)    to collect and receive any monies or other property payable or deliverable on any such claims and to\ndistribute the same;\nand any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding\nis hereby authorized by each Lender and the Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Bank, to\npay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under\nSection 3.05 and Section 12.03.\nNothing contained herein shall be deemed to authorize the Administrative Agent to authorize or\nconsent to or accept or adopt on behalf of any Lender or the Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or the Issuing Bank or to authorize the\nAdministrative Agent to vote in respect of the claim of any Lender in any such proceeding.\nSection 11.10    Authority of Administrative Agent to Release Collateral and Liens. The Lenders and the\nIssuing Bank, and by accepting the benefits of the Collateral, each Secured Swap Provider and each Secured Cash Management Provider:\n(a)    irrevocably authorize the Administrative Agent to comply with the provisions of\nSection 12.18.\n(b)    authorize the Administrative Agent to execute and\ndeliver to the Loan Parties, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents as reasonably requested by such Loan Party in connection with any disposition of\nProperty to the extent such disposition is permitted by the terms of Section 9.11 or is otherwise authorized by the terms of the Loan Documents.\nUpon request by the Administrative Agent at any time, the Majority Lenders will confirm in writing the Administrative Agent’s authority\nto release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 11.10 or\nSection 12.18.\nSection 11.11    Duties of the Arranger. The Arranger shall not\nhave any duties, responsibilities or liabilities under this Agreement and the other Loan Documents."} +{"idx": 68, "level": 3, "span": "(a)    to file and prove a claim for the whole amount of\nthe principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the\nLenders, the Issuing Bank and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other\namounts due the Lenders and the Administrative Agent under Section 2.08, Section 3.05 and Section 12.03) allowed in such judicial proceeding; and"} +{"idx": 68, "level": 3, "span": "(b)    to collect and receive any monies or other property payable or deliverable on any such claims and to\ndistribute the same;"} +{"idx": 68, "level": 3, "span": "(a)    irrevocably authorize the Administrative Agent to comply with the provisions of\nSection 12.18."} +{"idx": 68, "level": 3, "span": "(b)    authorize the Administrative Agent to execute and\ndeliver to the Loan Parties, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents as reasonably requested by such Loan Party in connection with any disposition of\nProperty to the extent such disposition is permitted by the terms of Section 9.11 or is otherwise authorized by the terms of the Loan Documents."} +{"idx": 68, "level": 2, "span": "ARTICLE XII"} +{"idx": 68, "level": 2, "span": "MISCELLANEOUS\nSection 12.01    Notices.\n(a)    Except in the case of notices and other communications expressly permitted to be given by telephone\n(and subject to Section 12.01(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by\nfax, as follows:\n(i)    if to the Borrower, to it at 16200 Park Row, Suite 300, Houston Texas 77084,\nAttention: Alan Townsend (Telephone No. (281) 675-3400;\n(ii)    if to the Administrative Agent or PNC Bank as the Issuing Bank, to it at Two Allen Center, 1200\nSmith Street, Suite 830, Houston, Texas 77002, Attention: Denise Davis (Facsimile No. (713) 658-3985)\nwith a copy to:\nAgency Services, PNC Bank, National Association, Mail Stop P7-PFSC-04-1, 500 First Avenue, Pittsburgh, PA 15219, Attention: Agency Services (Facsimile No. (412) 762-8672); and\n(iii)    if to any other Lender or Issuing Bank, to it at its address (or fax number) set forth in its\nAdministrative Questionnaire.\n(b)    Notices and other communications to the Lenders hereunder may be\ndelivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to ARTICLE II,\nARTICLE III, ARTICLE IV and ARTICLE V unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its\ndiscretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.\n(c)    Any party hereto may change its address or fax number for notices and other communications\nhereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.\nSection 12.02    Waivers; Amendments.\n(a)No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or Lender to exercise and no delay in\nexercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor\nshall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the\nAdministrative Agent, each other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this\nAgreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b), and then such waiver or consent shall be\neffective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of\nwhether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.\n(b)    Neither this Agreement nor any provision hereof nor any Loan Document nor any provision thereof may\nbe waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and/or the other applicable Loan Parties and the Majority Lenders or by the Borrower and/or the other applicable Loan Parties and\nthe Administrative Agent with the consent of the Majority Lenders; provided that no such agreement shall (i) increase the Commitment or Maximum Credit Amount of any Lender without the written consent of such Lender, (ii) except as\notherwise provided in Section 2.07, increase the Borrowing Base without the written consent of each non-Defaulting Lender, or decrease or maintain the Borrowing Base without the\nconsent of the Required Lenders (other than Defaulting Lenders); provided that a Scheduled Redetermination may be postponed by the Required Lenders, (iii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest\nthereon, or reduce any fees payable hereunder, or reduce any other Secured Obligations hereunder or under any other Loan Document, without the written consent of each Lender affected thereby,\n(iv) postpone the scheduled date of payment or prepayment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or any other Secured Obligations hereunder or under any other Loan\nDocument, or reduce the amount of, waive or excuse any such payment, or postpone or extend the Maturity Date or the Termination Date without the written consent of each Lender affected thereby, (v) change\nSection 4.01(b) or Section 4.01(c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (vi) waive or amend\nSection 3.04(c), Section 6.01, or Section 12.18 without the written consent of each Lender affected thereby (other than any Defaulting Lender), (vii) release any\nmaterial Guarantor (except as set forth in Section 11.10 or the Guaranty Agreement), release all or substantially all of the collateral (other than as provided in Section 11.10), or reduce the\npercentages set forth in Section 8.14(a), without the written consent of each Lender (other than any Defaulting Lender), (viii) change any of the provisions of this Section 12.02(b) or the\ndefinitions of “Majority Lenders” or “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Documents or\nmake any determination or grant any consent hereunder or any other Loan Documents, without the written consent of each Lender (other than any Defaulting Lender); or (ix) change Section 10.02(c) without the consent of\neach Person to whom a Secured Obligation is owed; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or Issuing Bank hereunder or under any other Loan\nDocument without the prior written consent of the Administrative Agent or Issuing Bank, as the case may be. Notwithstanding the foregoing, any supplement to any Schedule shall be effective simply by delivering to the Administrative Agent a\nsupplemental schedule clearly marked as such and, upon receipt, the Administrative Agent will promptly deliver a copy thereof to the Lenders. Notwithstanding the foregoing, the Borrower and the Administrative Agent may amend this Agreement or any\nother Loan Document without the consent of the Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Document.\nSection 12.03    Expenses, Indemnity; Damage Waiver.\n(a)The Borrower shall pay (i) all reasonable\nout-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the\nAdministrative Agent and its Affiliates and to the extent necessary as determined by the Administrative Agent, other outside consultants for the Administrative Agent, the reasonable travel, photocopy, mailing, courier, telephone and other similar\nexpenses, and the cost of environmental assessments and audits and surveys and appraisals, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both\nbefore and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents and any\namendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all costs, expenses, Taxes, assessments and other\ncharges incurred by the Administrative Agent in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein,\n(iii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or\nany demand for payment thereunder, (iv) all out-of-pocket expenses incurred by the Administrative Agent, any\nother Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any external counsel for the Administrative Agent, any other Agent, the Issuing Bank or any Lender in\nconnection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section 12.03 in connection with the Loans made or Letters of Credit\nissued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.\n(b)    THE BORROWER SHALL INDEMNIFY EACH AGENT, THE ARRANGER, THE ISSUING BANK AND EACH LENDER, AND\nEACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED\nEXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY OUTSIDE COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS\nAGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, (ii) THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR\nTHE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (iii) THE FAILURE OF THE BORROWER OR ANY LOAN PARTY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL\nREQUIREMENT, (iv) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWER OR ANY LOAN PARTIES SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION\nTHEREWITH, (v) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM, INCLUDING (A) ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH\nDEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, OR (B) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE,\nNON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (vi) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, (vii) THE OPERATIONS OF THE BUSINESS OF THE BORROWER OR\nANY OTHER LOAN PARTY BY SUCH PERSONS, (viii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, (ix) ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY OTHER LOAN\nPARTY OR ANY OF THEIR PROPERTIES OR OPERATIONS, INCLUDING THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS MATERIALS\nON OR AT ANY OF THEIR PROPERTIES, (x) THE BREACH OR NON-COMPLIANCE BY THE BORROWER OR ANY OTHER LOAN PARTY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY OTHER LOAN PARTY, (xi) THE PAST\nOWNERSHIP BY THE BORROWER OR ANY OTHER LOAN PARTY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME,\nCOULD RESULT IN PRESENT LIABILITY, (xii) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR\nDISPOSAL OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS MATERIALS ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THE BORROWER OR ANY OTHER LOAN PARTY OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY\nPROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OTHER LOAN PARTY, (xiii) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OTHER LOAN PARTY, (xiv) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH\nTHE LOAN DOCUMENTS, OR (xv) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY ANY LOAN PARTY,\nAND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN\nAFFIRMATIVE ACT OR AN OMISSION, INCLUDING ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES\nINCLUDING ORDINARY NEGLIGENCE; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY\nFINAL AND NONAPPEALABLE JUDGMENT TO (X) HAVE RESULTED FROM (1) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR (2) THE MATERIAL BREACH OF SUCH INDEMNITEE’S OBLIGATIONS UNDER THIS AGREEMENT OR THE OTHER LOAN\nDOCUMENTS OR (Y) RELATE TO TAXES, WHICH SHALL BE SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 5.03, OTHER THAN TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY\nNON-TAX CLAIM.\n(c)    To the extent that the Borrower fails to\npay any amount required to be paid by it to the Administrative Agent, any Agent, any Arranger or any Issuing Bank under Section 12.03(a) or (b), each Lender severally agrees to pay to the Administrative Agent, such\nAgent, such Arranger or such Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that\nthe unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Agent, such Arranger or such Issuing Bank in its capacity as such.\n(d)    To the extent permitted by applicable law, the Borrower shall not, and shall cause each Loan Party\nnot to, assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of,\nthis Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.\n(e)    All amounts due under this\nSection 12.03 shall be payable not later than 10 days after written demand and invoice therefor.\nSection 12.04    Successors and Assigns.\n(a)    The provisions of this Agreement shall be binding upon and inure to the benefit of the parties\nhereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or\nobligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or\notherwise transfer its rights or obligations hereunder except in accordance with this Section 12.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties\nhereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 12.04(c)) and, to the extent\nexpressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.\n(b)    (i) Subject to the conditions set forth in Section 12.04(b)(ii), any\nLender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior\nwritten consent of:\n(A)    the Borrower (such consent not to be unreasonably withheld),\nprovided that no consent of the Borrower shall be required if (1) an Event of Default has occurred and is continuing or (2) at any other time, such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;\nprovided further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent with five (5) Business Days after having received\nwritten notice thereof; and\n(B)    the Administrative Agent, provided that no consent of the\nAdministrative Agent shall be required for an assignment to an assignee that is a Lender immediately prior to giving effect to such assignment; and\n(C)    each Issuing Bank, provided that no consent of any Issuing Bank shall be required for an\nassignment to an assignee that is a Lender immediately prior to giving effect to such assignment.\n(ii)    Assignments shall be subject to the following additional conditions:\n(A)    except in the case of an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or an\nassignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with\nrespect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required\nif an Event of Default has occurred and is continuing;\n(B)    each partial assignment shall be made as an\nassignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;\n(C)    the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment\nand Assumption, together with a processing and recordation fee of $3,500; and\n(D)    the assignee, if\nit shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and\n(E)    the assignee must not be a natural person, a Defaulting Lender or an Affiliate or Subsidiary of the\nBorrower.\n(iii)    Subject to Section 12.04(b)(iv) and the acceptance and\nrecording thereof, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and\nobligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an\nAssignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of\nSection 5.01, Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement\nthat does not comply with this Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with\nSection 12.04(c).\n(iv)    The Administrative Agent, acting solely for this\npurpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of\nthe Lenders, and the Maximum Credit Amount of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the\nRegister shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for\nall purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. In\nconnection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such revised Annex I to the Borrower, the Issuing Bank and each Lender.\n(v)    Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and\nan assignee, the Assignee’s completed Administrative Questionnaire and, if required hereunder, applicable tax forms (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee\nreferred to in this Section 12.04(b) and any written consent to such assignment required by this Section 12.04(b), the Administrative Agent\nshall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this\nSection 12.04(b).\n(vi)    Notwithstanding the foregoing, no assignment or\nparticipation shall be made to any Loan Party or any Affiliate of a Loan Party.\n(c)    (i) Any Lender\nmay at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, Issuing Bank or any other Person, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates\nor Subsidiaries) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such\nLender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Administrative Agent, the\nIssuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) the selling Lender shall maintain the Participant\nRegister. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of\nthis Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to\nSection 12.02(b) that affects such Participant. In addition such agreement must provide that the Participant be bound by the provisions of Section 12.03. Subject to\nSection 12.04(c)(ii), the Borrower agrees that each Participant shall be entitled to the benefits of Section 5.01, Section 5.02 and Section 5.03\nto the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.04(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of\nSection 12.08 as though it were a Lender, provided such Participant agrees to be subject to Section 4.01(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely\nfor this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each\nParticipant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register\n(including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such\ndisclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries\nin the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding\nany notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.\n(ii)    A Participant shall not be entitled to receive any greater payment under\nSection 5.01 or Section 5.03 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement to a greater payment\nresults from a change in Law after such Participant acquired its\nparticipation. A Participant that would be a foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.03 unless such Participant agrees, for\nthe benefit of the Borrower, to comply with Section 5.03(f) as though it were a Lender (it being understood the documentation required under Section 5.03(f) shall be provided only to the selling\nLender).\n(d)    Any Lender may at any time pledge or assign a security interest in all or any portion\nof its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or a central bank, and this Section 12.04(d) shall not apply to any\nsuch pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a\nparty hereto.\n(e)    Notwithstanding any other provisions of this\nSection 12.04, no transfer or assignment of the interests or obligations of any Lender or any grant of participations therein shall be permitted if such transfer, assignment or grant would require the Borrower and the other\nLoan Parties to file a registration statement with the SEC or to qualify the Loans under the “Blue Sky” laws of any state.\nSection 12.05    Survival; Revival; Reinstatement.\n(a)    All covenants, agreements, representations and warranties made by the Loan Parties herein and in the\ncertificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of\nthis Agreement and the other Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any other\nAgent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or\nany accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit or other Secured Obligations are outstanding and so long as the Commitments have not expired or been\nterminated. The provisions of Section 5.01, Section 5.02, Section 5.03 and Section 12.03 and ARTICLE XI shall survive\nand remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement,\nany other Loan Document or any provision hereof or thereof.\n(b)    To the extent that any payments on\nthe Secured Obligations or proceeds of any collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law,\ncommon law or equitable cause, then to such extent, the Secured Obligations shall be revived and continue as if such payment or proceeds had not been received and the Administrative Agent’s and the Lenders’ Liens, security interests,\nrights, powers and remedies under this Agreement and each Loan Document shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstated and the Borrower shall, and shall cause each other Loan Party to,\ntake such action as may be reasonably requested by the Administrative Agent and the Lenders to effect such reinstatement.\nSection 12.06    Counterparts; Integration; Effectiveness.\n(a)    This Agreement may be executed in counterparts (and by different parties hereto on different\ncounterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.\n(b)    This Agreement, the other Loan Documents and any separate letter agreements with respect to fees\npayable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter\nhereof and thereof. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE\nARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.\n(c)    Except as provided in\nSection 6.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the\nsignatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this\nAgreement by fax or other similar electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.\nSection 12.07    Severability. Any provision of this Agreement or any other Loan Document held to be invalid,\nillegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions\nhereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.\nSection 12.08    Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender\nand each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and\nother obligations (of whatsoever kind, including obligations under Swap Agreements) at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any of and all the obligations of\nthe Borrower or any other Loan Party owed to such Lender now or hereafter existing under this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document\nand although such obligations may be unmatured. The rights of each Lender under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender or its Affiliates may\nhave.\nSection 12.09    GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.\n(a)    THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE\nSTATE OF TEXAS EXCEPT TO THE EXTENT THAT UNITED STATES FEDERAL LAW PERMITS ANY LENDER TO CONTRACT FOR, CHARGE, RECEIVE, RESERVE OR TAKE INTEREST AT THE RATE ALLOWED BY THE LAWS OF THE STATE WHERE SUCH LENDER IS LOCATED. CHAPTER 346 OF THE TEXAS\nFINANCE CODE (RELATING TO REVOLVING LOAN AND REVOLVING TRIPARTY ACCOUNTS), SHALL NOT APPLY TO THIS AGREEMENT OR ANY LOANS OR THE TRANSACTIONS CONTEMPLATED HEREBY.\n(b)    EACH PARTY HERETO HEREBY IRREVOCABLY AND\nUNCONDITIONALLY: SUBMITS (AND THE BORROWER SHALL CAUSE EACH LOAN PARTY TO SUBMIT) FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND\nENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE JURISDICTION OF THE STATE DISTRICT COURTS OF HARRIS COUNTY, TEXAS AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS AND APPELLATE COURTS FROM ANY THEREOF;\nPROVIDED, THAT NOTHING CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT WILL PREVENT ANY PARTY FROM BRINGING ANY ACTION TO ENFORCE ANY AWARD OR JUDGMENT OR EXERCISE ANY RIGHT UNDER THE LOAN DOCUMENTS IN ANY OTHER FORUM IN WHICH JURISDICTION CAN\nBE ESTABLISHED. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING\nIN SUCH RESPECTIVE JURISDICTIONS.\n(c)    EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF\nANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN SECTION 12.01 OR SUCH OTHER ADDRESS AS\nIS SPECIFIED PURSUANT TO SECTION 12.01 (OR ITS ASSIGNMENT AND ASSUMPTION), SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER OF A NOTE\nTO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION.\n(d)    EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED\nBY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM\nOR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OF COUNSEL FOR ANY PARTY\nHERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE LOAN\nDOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 12.09.\nSection 12.10    Headings. Article and Section headings and the\nTable of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.\nSection 12.11    Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders\n(severally and not jointly) agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including\naccountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and required to keep such Information confidential), (b) to the\nextent requested by any regulatory authority having authority over the Administrative Agent or any Lender, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to\nthis Agreement or any other Loan Document, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement\nof rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 12.11, to (i) any assignee of or Participant in, or any prospective assignee of\nor Participant in, any of its rights or obligations under this Agreement (provided that such Person agrees to be bound by the provisions of this Section 12.11) or (ii) any actual or prospective counterparty (or its\nadvisors) to any Swap Agreement relating to the Borrower and its obligations (provided that such Person agrees to be bound by the provisions of this Section 12.11), (g) with the consent of the Borrower or (h) to\nthe extent such Information (i) becomes publicly available other than as a result of a breach of this Section 12.11 or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a\nnonconfidential basis from a source other than the Borrower. For the purposes of this Section 12.11, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any\nSubsidiary and their businesses, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower or a Subsidiary; provided that, in the case\nof information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this\nSection 12.11 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own\nconfidential information.\nSection 12.12    Interest Rate Limitation. It is the intention of the parties\nhereto that each Lender and each Issuing Bank shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby would be usurious as to any Lender or any Issuing Bank under laws applicable to it (including\nthe laws of the United States of America and the State of Texas or any other jurisdiction whose laws may be mandatorily applicable to such Lender or such Issuing Bank notwithstanding the other provisions of this Agreement), then, in that event,\nnotwithstanding anything to the contrary in any of the Loan Documents or any agreement entered into in connection with or as security for the Notes, it is agreed as follows: (a) the aggregate of all consideration which constitutes interest\nunder law applicable to any Lender that is contracted for, taken, reserved, charged or received by such Lender or such Issuing Bank under any of the Loan Documents or agreements or otherwise in connection with the Loans or Notes shall under no\ncircumstances exceed the maximum amount allowed by such applicable law, and any excess shall be canceled automatically and if theretofore paid shall be credited by such Lender on the principal amount of the Secured Obligations (or, to the extent\nthat the principal amount of the Secured Obligations shall have been or would thereby be paid in full, refunded by such Lender or such Issuing Bank to the Borrower); and (b) in the event that the maturity of the Loans or Notes is accelerated by\nreason of an election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to any\nLender or any Issuing Bank may never\ninclude more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically by such Lender or\nsuch Issuing Bank as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by such Lender or such Issuing Bank on the principal amount of the Debt (or, to the extent that the principal amount of the Debt shall\nhave been or would thereby be paid in full, refunded by such Lender to the Borrower). All sums paid or agreed to be paid to any Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to\nsuch Lender or such Issuing Bank, be amortized, prorated, allocated and spread throughout the stated term of the Loans until payment in full so that the rate or amount of interest on account of any Loans hereunder does not exceed the maximum amount\nallowed by such applicable law. If at any time and from time to time (i) the amount of interest payable to any Lender or any Issuing Bank on any date shall be computed at the Highest Lawful Rate applicable to such Lender or such Issuing Bank\npursuant to this Section 12.12 and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to such Lender or such Issuing Bank would be less than the amount of interest\npayable to such Lender computed at the Highest Lawful Rate applicable to such Lender or such Issuing Bank, then the amount of interest payable to such Lender or such Issuing Bank in respect of such subsequent interest computation period shall\ncontinue to be computed at the Highest Lawful Rate applicable to such Lender or such Issuing Bank until the total amount of interest payable to such Lender shall equal the total amount of interest which would have been payable to such Lender or such\nIssuing Bank if the total amount of interest had been computed without giving effect to this Section 12.12. To the extent that Chapter 303 of the Texas Finance Code is relevant for the purpose of determining the\nHighest Lawful Rate applicable to any Lender or any Issuing Bank, such Lender or such Issuing Bank elects to determine the applicable rate ceiling under such Chapter by the weekly ceiling from time to time in effect. Chapter 346 of the Texas\nFinance Code does not apply to the Borrower’s obligations hereunder.\nSection 12.13    Collateral\nMatters; Swap Agreements. The benefit of the Security Instruments and of the provisions of this Agreement relating to any collateral securing the Secured Obligations shall also extend to and be available to the Secured Swap Providers in respect\nof the Secured Swap Agreements as set forth herein. Except as set forth in Section 12.02(b)(v), no Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of\nobligations owed to it under any such Swap Agreements.\nSection 12.14    No Third Party Beneficiaries.\nThis Agreement, the other Loan Documents, and the agreement of the Lenders to make Loans and any Issuing Bank to issue, amend, renew or extend Letters of Credit hereunder are solely for the benefit of the Borrower, and no other Person (including any\nother Loan Party of the Borrower, any obligor, contractor, subcontractor, supplier or materialsman) shall have any rights, claims, remedies or privileges hereunder or under any other Loan Document against the Administrative Agent, Issuing Bank or\nLender for any reason whatsoever. There are no third party beneficiaries.\nSection 12.15    EXCULPATION\nPROVISIONS. EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN\nDOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE\nNEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS"} +{"idx": 68, "level": 2, "span": "AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH\nLIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH\nPROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”\nSection 12.16    USA Patriot Act Notice.\nEach Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot\nAct”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in\naccordance with the Act.\nSection 12.17    Flood Insurance Provisions. Notwithstanding any provision in\nthis Agreement or any other Loan Document to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the\ndefinition of “Mortgaged Property” and no Building or Manufactured (Mobile) Home is hereby encumbered by this Agreement or any other Loan Document.\nSection 12.18    Releases.\n(a)    Release Upon Payment in Full. Upon the complete payment of the Secured Obligations (other\nthan (A) indemnity obligations not yet due and payable of which the Borrower has not received a notice of potential claim, (B) obligations arising under a Secured Swap Agreement and (C) obligations under Secured Cash Management\nAgreements not yet due and payable) and the termination of the Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank shall have been made), and the\ntermination of the Commitments under the Agreement, the Administrative Agent, at the written request and expense of the Borrower, will promptly release, reassign and transfer the Collateral to the Loan Parties.\n(b)    Further Assurances. If any of the Collateral shall be sold, transferred or otherwise disposed\nof by any Loan Party in a transaction permitted by the Loan Documents, then the Administrative Agent, at the request and sole expense of the applicable Loan Party, shall promptly execute and deliver to such Loan Party all releases or other documents\nreasonably necessary or desirable for the release of the Liens created by the applicable Security Instrument on such Collateral. At the request and sole expense of the Borrower, a Loan Party shall be released from its obligations under the Loan\nDocuments in the event that all the capital stock or other Equity Interests of such Loan Party shall be sold, transferred or otherwise disposed of in a transaction permitted by the Loan Documents; provided that the Borrower shall have\ndelivered to the Administrative Agent, at least five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Loan Party and the terms of the sale or other disposition in reasonable detail,\nincluding the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents.\nSection 12.19    Acknowledgement and Consent to Bail-In of EEA\nFinancial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial\nInstitution arising under any Loan Document may be subject to the Write-Down and\nConversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:\n(a)    the application of any Write-Down and Conversion Powers by\nan EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and\n(b)    the effects of any Bail-In Action on any such liability,\nincluding, if applicable:\n(i)    a reduction in full or in part or cancellation of any such liability;\n(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of\nownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with\nrespect to any such liability under this Agreement or any other Loan Document; or\n(iii)    the\nvariation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority."} +{"idx": 68, "level": 3, "span": "(a)    Release Upon Payment in Full\nUpon the complete payment of the Secured Obligations (other\nthan (A) indemnity obligations not yet due and payable of which the Borrower has not received a notice of potential claim, (B) obligations arising under a Secured Swap Agreement and (C) obligations under Secured Cash Management\nAgreements not yet due and payable) and the termination of the Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank shall have been made), and the\ntermination of the Commitments under the Agreement, the Administrative Agent, at the written request and expense of the Borrower, will promptly release, reassign and transfer the Collateral to the Loan Parties."} +{"idx": 68, "level": 3, "span": "(b)    Further Assurances\nIf any of the Collateral shall be sold, transferred or otherwise disposed\nof by any Loan Party in a transaction permitted by the Loan Documents, then the Administrative Agent, at the request and sole expense of the applicable Loan Party, shall promptly execute and deliver to such Loan Party all releases or other documents\nreasonably necessary or desirable for the release of the Liens created by the applicable Security Instrument on such Collateral. At the request and sole expense of the Borrower, a Loan Party shall be released from its obligations under the Loan\nDocuments in the event that all the capital stock or other Equity Interests of such Loan Party shall be sold, transferred or otherwise disposed of in a transaction permitted by the Loan Documents; provided that the Borrower shall have\ndelivered to the Administrative Agent, at least five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Loan Party and the terms of the sale or other disposition in reasonable detail,\nincluding the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents."} +{"idx": 68, "level": 3, "span": "(a)    the application of any Write-Down and Conversion Powers by\nan EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and"} +{"idx": 68, "level": 3, "span": "(b)    the effects of any Bail-In Action on any such liability,\nincluding, if applicable:"} +{"idx": 68, "level": 4, "span": "(i)    a reduction in full or in part or cancellation of any such liability;"} +{"idx": 68, "level": 4, "span": "(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of\nownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with\nrespect to any such liability under this Agreement or any other Loan Document; or"} +{"idx": 68, "level": 4, "span": "(iii)    the\nvariation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority."} +{"idx": 68, "level": 2, "span": "[SIGNATURES BEGIN NEXT PAGE]"} +{"idx": 68, "level": 1, "span": "SIGNATURE\nPAGE"} +{"idx": 68, "level": 1, "span": "CREDIT AGREEMENT"} +{"idx": 68, "level": 1, "span": "SIGNATURE\nPAGE"} +{"idx": 68, "level": 1, "span": "CREDIT AGREEMENT"} +{"idx": 68, "level": 1, "span": "SIGNATURE\nPAGE"} +{"idx": 68, "level": 1, "span": "CREDIT AGREEMENT"} +{"idx": 68, "level": 3, "span": "(a)    Except in the case of notices and other communications expressly permitted to be given by telephone\n(and subject to Section 12.01(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by\nfax, as follows:"} +{"idx": 68, "level": 4, "span": "(i)    if to the Borrower, to it at 16200 Park Row, Suite 300, Houston Texas 77084,\nAttention: Alan Townsend (Telephone No. (281) 675-3400;"} +{"idx": 68, "level": 4, "span": "(ii)    if to the Administrative Agent or PNC Bank as the Issuing Bank, to it at Two Allen Center, 1200\nSmith Street, Suite 830, Houston, Texas 77002, Attention: Denise Davis (Facsimile No. (713) 658-3985)"} +{"idx": 68, "level": 4, "span": "(iii)    if to any other Lender or Issuing Bank, to it at its address (or fax number) set forth in its\nAdministrative Questionnaire."} +{"idx": 68, "level": 3, "span": "(b)    Notices and other communications to the Lenders hereunder may be\ndelivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to ARTICLE II,\nARTICLE III, ARTICLE IV and ARTICLE V unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its\ndiscretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications."} +{"idx": 68, "level": 3, "span": "(c)    Any party hereto may change its address or fax number for notices and other communications\nhereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt."} +{"idx": 68, "level": 3, "span": "(b)    Neither this Agreement nor any provision hereof nor any Loan Document nor any provision thereof may\nbe waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and/or the other applicable Loan Parties and the Majority Lenders or by the Borrower and/or the other applicable Loan Parties and\nthe Administrative Agent with the consent of the Majority Lenders; provided that no such agreement shall (i) increase the Commitment or Maximum Credit Amount of any Lender without the written consent of such Lender, (ii) except as\notherwise provided in Section 2.07, increase the Borrowing Base without the written consent of each non-Defaulting Lender, or decrease or maintain the Borrowing Base without the\nconsent of the Required Lenders (other than Defaulting Lenders); provided that a Scheduled Redetermination may be postponed by the Required Lenders, (iii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest"} +{"idx": 68, "level": 3, "span": "(b)    THE BORROWER SHALL INDEMNIFY EACH AGENT, THE ARRANGER, THE ISSUING BANK AND EACH LENDER, AND\nEACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED\nEXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY OUTSIDE COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS\nAGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, (ii) THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR\nTHE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (iii) THE FAILURE OF THE BORROWER OR ANY LOAN PARTY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL\nREQUIREMENT, (iv) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWER OR ANY LOAN PARTIES SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION\nTHEREWITH, (v) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM, INCLUDING (A) ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH\nDEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, OR (B) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE,\nNON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (vi) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, (vii) THE OPERATIONS OF THE BUSINESS OF THE BORROWER OR\nANY OTHER LOAN PARTY BY SUCH PERSONS, (viii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, (ix) ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY OTHER LOAN\nPARTY OR ANY OF THEIR PROPERTIES OR OPERATIONS, INCLUDING THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS MATERIALS\nON OR AT ANY OF THEIR PROPERTIES, (x) THE BREACH OR NON-COMPLIANCE BY THE BORROWER OR ANY OTHER LOAN PARTY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY OTHER LOAN PARTY, (xi) THE PAST\nOWNERSHIP BY THE BORROWER OR ANY OTHER LOAN PARTY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME,"} +{"idx": 68, "level": 3, "span": "(c)    To the extent that the Borrower fails to\npay any amount required to be paid by it to the Administrative Agent, any Agent, any Arranger or any Issuing Bank under Section 12.03(a) or (b), each Lender severally agrees to pay to the Administrative Agent, such\nAgent, such Arranger or such Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that\nthe unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Agent, such Arranger or such Issuing Bank in its capacity as such."} +{"idx": 68, "level": 3, "span": "(d)    To the extent permitted by applicable law, the Borrower shall not, and shall cause each Loan Party\nnot to, assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of,\nthis Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof."} +{"idx": 68, "level": 3, "span": "(e)    All amounts due under this\nSection 12.03 shall be payable not later than 10 days after written demand and invoice therefor."} +{"idx": 68, "level": 3, "span": "(a)    The provisions of this Agreement shall be binding upon and inure to the benefit of the parties\nhereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or\nobligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or\notherwise transfer its rights or obligations hereunder except in accordance with this Section 12.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties\nhereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 12.04(c)) and, to the extent\nexpressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement."} +{"idx": 68, "level": 3, "span": "(b)    (i) Subject to the conditions set forth in Section 12.04(b)(ii), any\nLender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior\nwritten consent of:"} +{"idx": 68, "level": 4, "span": "(A)    the Borrower (such consent not to be unreasonably withheld),\nprovided that no consent of the Borrower shall be required if (1) an Event of Default has occurred and is continuing or (2) at any other time, such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;\nprovided further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent with five (5) Business Days after having received\nwritten notice thereof; and"} +{"idx": 68, "level": 4, "span": "(B)    the Administrative Agent, provided that no consent of the\nAdministrative Agent shall be required for an assignment to an assignee that is a Lender immediately prior to giving effect to such assignment; and"} +{"idx": 68, "level": 4, "span": "(C)    each Issuing Bank, provided that no consent of any Issuing Bank shall be required for an\nassignment to an assignee that is a Lender immediately prior to giving effect to such assignment."} +{"idx": 68, "level": 4, "span": "(ii)    Assignments shall be subject to the following additional conditions:"} +{"idx": 68, "level": 4, "span": "(A)    except in the case of an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or an\nassignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with\nrespect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required\nif an Event of Default has occurred and is continuing;"} +{"idx": 68, "level": 4, "span": "(B)    each partial assignment shall be made as an\nassignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;"} +{"idx": 68, "level": 4, "span": "(C)    the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment\nand Assumption, together with a processing and recordation fee of $3,500; and"} +{"idx": 68, "level": 4, "span": "(D)    the assignee, if\nit shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and"} +{"idx": 68, "level": 4, "span": "(E)    the assignee must not be a natural person, a Defaulting Lender or an Affiliate or Subsidiary of the\nBorrower."} +{"idx": 68, "level": 4, "span": "(iii)    Subject to Section 12.04(b)(iv) and the acceptance and\nrecording thereof, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and\nobligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an\nAssignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of\nSection 5.01, Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement\nthat does not comply with this Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with\nSection 12.04(c)."} +{"idx": 68, "level": 4, "span": "(iv)    The Administrative Agent, acting solely for this\npurpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of\nthe Lenders, and the Maximum Credit Amount of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the\nRegister shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for\nall purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. In\nconnection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such revised Annex I to the Borrower, the Issuing Bank and each Lender."} +{"idx": 68, "level": 4, "span": "(v)    Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and\nan assignee, the Assignee’s completed Administrative Questionnaire and, if required hereunder, applicable tax forms (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee"} +{"idx": 68, "level": 4, "span": "(vi)    Notwithstanding the foregoing, no assignment or\nparticipation shall be made to any Loan Party or any Affiliate of a Loan Party."} +{"idx": 68, "level": 3, "span": "(c)    (i) Any Lender\nmay at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, Issuing Bank or any other Person, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates\nor Subsidiaries) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such\nLender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Administrative Agent, the\nIssuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) the selling Lender shall maintain the Participant\nRegister. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of\nthis Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to\nSection 12.02(b) that affects such Participant. In addition such agreement must provide that the Participant be bound by the provisions of Section 12.03. Subject to\nSection 12.04(c)(ii), the Borrower agrees that each Participant shall be entitled to the benefits of Section 5.01, Section 5.02 and Section 5.03\nto the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.04(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of\nSection 12.08 as though it were a Lender, provided such Participant agrees to be subject to Section 4.01(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely\nfor this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each\nParticipant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register\n(including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such\ndisclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries\nin the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding\nany notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register."} +{"idx": 68, "level": 4, "span": "(ii)    A Participant shall not be entitled to receive any greater payment under\nSection 5.01 or Section 5.03 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement to a greater payment\nresults from a change in Law after such Participant acquired its"} +{"idx": 68, "level": 3, "span": "(d)    Any Lender may at any time pledge or assign a security interest in all or any portion\nof its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or a central bank, and this Section 12.04(d) shall not apply to any\nsuch pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a\nparty hereto."} +{"idx": 68, "level": 3, "span": "(e)    Notwithstanding any other provisions of this\nSection 12.04, no transfer or assignment of the interests or obligations of any Lender or any grant of participations therein shall be permitted if such transfer, assignment or grant would require the Borrower and the other\nLoan Parties to file a registration statement with the SEC or to qualify the Loans under the “Blue Sky” laws of any state."} +{"idx": 68, "level": 3, "span": "(a)    All covenants, agreements, representations and warranties made by the Loan Parties herein and in the\ncertificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of\nthis Agreement and the other Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any other\nAgent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or\nany accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit or other Secured Obligations are outstanding and so long as the Commitments have not expired or been\nterminated. The provisions of Section 5.01, Section 5.02, Section 5.03 and Section 12.03 and ARTICLE XI shall survive\nand remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement,\nany other Loan Document or any provision hereof or thereof."} +{"idx": 68, "level": 3, "span": "(b)    To the extent that any payments on\nthe Secured Obligations or proceeds of any collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law,\ncommon law or equitable cause, then to such extent, the Secured Obligations shall be revived and continue as if such payment or proceeds had not been received and the Administrative Agent’s and the Lenders’ Liens, security interests,\nrights, powers and remedies under this Agreement and each Loan Document shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstated and the Borrower shall, and shall cause each other Loan Party to,\ntake such action as may be reasonably requested by the Administrative Agent and the Lenders to effect such reinstatement."} +{"idx": 68, "level": 3, "span": "(a)    This Agreement may be executed in counterparts (and by different parties hereto on different\ncounterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract."} +{"idx": 68, "level": 3, "span": "(b)    This Agreement, the other Loan Documents and any separate letter agreements with respect to fees\npayable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter\nhereof and thereof. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE\nARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES."} +{"idx": 68, "level": 3, "span": "(c)    Except as provided in\nSection 6.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the\nsignatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this\nAgreement by fax or other similar electronic means shall be effective as delivery of a manually executed counterpart of this Agreement."} +{"idx": 68, "level": 3, "span": "(a)    THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE\nSTATE OF TEXAS EXCEPT TO THE EXTENT THAT UNITED STATES FEDERAL LAW PERMITS ANY LENDER TO CONTRACT FOR, CHARGE, RECEIVE, RESERVE OR TAKE INTEREST AT THE RATE ALLOWED BY THE LAWS OF THE STATE WHERE SUCH LENDER IS LOCATED. CHAPTER 346 OF THE TEXAS\nFINANCE CODE (RELATING TO REVOLVING LOAN AND REVOLVING TRIPARTY ACCOUNTS), SHALL NOT APPLY TO THIS AGREEMENT OR ANY LOANS OR THE TRANSACTIONS CONTEMPLATED HEREBY."} +{"idx": 68, "level": 3, "span": "(b)    EACH PARTY HERETO HEREBY IRREVOCABLY AND\nUNCONDITIONALLY: SUBMITS (AND THE BORROWER SHALL CAUSE EACH LOAN PARTY TO SUBMIT) FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND\nENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE JURISDICTION OF THE STATE DISTRICT COURTS OF HARRIS COUNTY, TEXAS AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS AND APPELLATE COURTS FROM ANY THEREOF;\nPROVIDED, THAT NOTHING CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT WILL PREVENT ANY PARTY FROM BRINGING ANY ACTION TO ENFORCE ANY AWARD OR JUDGMENT OR EXERCISE ANY RIGHT UNDER THE LOAN DOCUMENTS IN ANY OTHER FORUM IN WHICH JURISDICTION CAN\nBE ESTABLISHED. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING\nIN SUCH RESPECTIVE JURISDICTIONS."} +{"idx": 68, "level": 3, "span": "(c)    EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF\nANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN SECTION 12.01 OR SUCH OTHER ADDRESS AS\nIS SPECIFIED PURSUANT TO SECTION 12.01 (OR ITS ASSIGNMENT AND ASSUMPTION), SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER OF A NOTE\nTO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION."} +{"idx": 68, "level": 3, "span": "(d)    EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED\nBY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM\nOR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OF COUNSEL FOR ANY PARTY\nHERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE LOAN\nDOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 12.09."} +{"idx": 68, "level": 1, "span": "ANNEX I"} +{"idx": 68, "level": 2, "span": "LIST OF MAXIMUM CREDIT AMOUNTS"} +{"idx": 68, "level": 4, "span": "Aggregate Maximum Credit Amounts"} +{"idx": 68, "level": 1, "span": "ANNEX I -\n1"} +{"idx": 68, "level": 1, "span": "EXHIBIT A"} +{"idx": 68, "level": 2, "span": "FORM OF NOTE\n[            ], 201[    ]\nFOR VALUE RECEIVED, ROSEHILL OPERATING COMPANY, LLC, a Delaware limited liability company (the “Borrower”), hereby promises\nto pay to [                    ] (the “Lender”), at the principal office of PNC BANK, NATIONAL ASSOCIATION (the\n“Administrative Agent”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal sum equal to the amount of such Lender’s Maximum Credit Amount, or, if greater or less, the aggregate\nunpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit\nAgreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the\ndates provided in the Credit Agreement.\nThe date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the\nLender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any\ncontinuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the\nvalidity of such transfer by any Lender of this Note.\nThis Note is one of the Notes referred to in the Credit Agreement dated as of\nApril 27, 2017 among the Borrower, the Administrative Agent, and the lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement, as the same may be amended, amended and restated,\nmodified, or otherwise supplemented from time to time, the “Credit Agreement”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement.\nThis Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits\nprovided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions\nspecified therein and other provisions relevant to this Note."} +{"idx": 68, "level": 4, "span": "[Signature page follows.]"} +{"idx": 68, "level": 1, "span": "Exhibit A"} +{"idx": 68, "level": 2, "span": "\n– Page 1 "} +{"idx": 68, "level": 4, "span": "THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS."} +{"idx": 68, "level": 5, "span": "ROSEHILL OPERATING COMPANY, LLC"} +{"idx": 68, "level": 5, "span": "ROSEHILL OPERATING COMPANY, LLCROSEHILL OPERATING COMPANY, LLC\nBy:\nName:\nTitle:"} +{"idx": 68, "level": 1, "span": "Exhibit A"} +{"idx": 68, "level": 2, "span": "\n– Page 2 "} +{"idx": 68, "level": 1, "span": "EXHIBIT B"} +{"idx": 68, "level": 2, "span": "FORM OF BORROWING REQUEST\n[            ], 201[    ]\nROSEHILL OPERATING COMPANY, LLC, a Delaware limited liability company (the “Borrower”), pursuant to Section 2.03 of the\nCredit Agreement dated as of April 27, 2017 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, PNC Bank, National Association, as Administrative\nAgent and the lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows:\n(1)    Aggregate amount of the requested Borrowing is $[        ];\n(2)    Date of such Borrowing is [            ],\n201[    ];\n(3)    Requested Borrowing is to be [a Base Rate Borrowing] [a LIBOR Rate Borrowing];\n(4)    In the case of a LIBOR Rate Borrowing, the initial Interest Period applicable thereto is\n[                    ];\n(5)    Amount of the Borrowing Base in effect on the date hereof is $[        ];\n(6)    Total Revolving Credit Exposures on the date hereof (without regard to the requested Borrowing) is\n$[        ]; and\n(7)    Pro forma total Revolving Credit Exposures (giving\neffect to the requested Borrowing) is $[        ]; and\n(8)    Location and\nnumber of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05 of the Credit Agreement, is as follows:\n[                     ]\n[                     ]\n[                     ]\n[                     ]\n[                     ]"} +{"idx": 68, "level": 4, "span": "Exhibit "} +{"idx": 68, "level": 5, "span": "B\n– Page 1 \nThe undersigned certifies that he/she is the\n[                    ] of the Borrower, and that as such he/she is authorized to execute this request on behalf of the Borrower. The undersigned\nfurther certifies, represents and warrants on behalf of the Borrower, and not in his or her individual capacity, that the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement."} +{"idx": 68, "level": 5, "span": "(1)    Aggregate amount of the requested Borrowing is $[        ];"} +{"idx": 68, "level": 5, "span": "(2)    Date of such Borrowing is [            ],\n201[    ];"} +{"idx": 68, "level": 5, "span": "(3)    Requested Borrowing is to be [a Base Rate Borrowing] [a LIBOR Rate Borrowing];"} +{"idx": 68, "level": 5, "span": "(4)    In the case of a LIBOR Rate Borrowing, the initial Interest Period applicable thereto is\n[                    ];"} +{"idx": 68, "level": 5, "span": "(5)    Amount of the Borrowing Base in effect on the date hereof is $[        ];"} +{"idx": 68, "level": 5, "span": "(6)    Total Revolving Credit Exposures on the date hereof (without regard to the requested Borrowing) is\n$[        ]; and"} +{"idx": 68, "level": 5, "span": "(7)    Pro forma total Revolving Credit Exposures (giving\neffect to the requested Borrowing) is $[        ]; and"} +{"idx": 68, "level": 5, "span": "(8)    Location and\nnumber of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05 of the Credit Agreement, is as follows:"} +{"idx": 68, "level": 2, "span": "ROSEHILL OPERATING COMPANY, LLC"} +{"idx": 68, "level": 2, "span": "ROSEHILL OPERATING COMPANY, LLCROSEHILL OPERATING COMPANY, LLC\nBy:\nName:\nTitle:"} +{"idx": 68, "level": 4, "span": "Exhibit "} +{"idx": 68, "level": 5, "span": "B\n– Page 2 "} +{"idx": 68, "level": 1, "span": "EXHIBIT C"} +{"idx": 68, "level": 2, "span": "FORM OF INTEREST ELECTION REQUEST\n[            ], 201[    ]\nROSEHILL OPERATING COMPANY, LLC, a Delaware limited liability company (the “Borrower”), pursuant to Section 2.04 of the\nCredit Agreement dated as of April 27, 2017 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, PNC Bank, National Association, as Administrative\nAgent and the lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby makes an Interest Election Request as follows:\n(i)    The Borrowing to which this Interest Election Request applies, and if different options are being elected with\nrespect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information specified pursuant to (iii) and (iv) below shall be specified for each resulting Borrowing) is\n[                     ];\n(ii)    The effective date of the election made pursuant to this Interest Election Request is\n[            ], 201[    ];[and]\n(iii)    The resulting Borrowing is to be [a Base Rate Borrowing] [a LIBOR Rate Borrowing][; and]\n[(iv)    [If the resulting Borrowing is a LIBOR Rate Borrowing] The Interest Period applicable to the resulting\nBorrowing after giving effect to such election is [                    ]].\nThe undersigned certifies that he/she is the\n[                    ] of the Borrower, and that as such he/she is authorized to execute this request on behalf of the Borrower. The undersigned\nfurther certifies, represents and warrants on behalf of the Borrower, and not in his or her individual capacity, that the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement."} +{"idx": 68, "level": 5, "span": "(i)    The Borrowing to which this Interest Election Request applies, and if different options are being elected with\nrespect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information specified pursuant to (iii) and (iv) below shall be specified for each resulting Borrowing) is\n[                     ];"} +{"idx": 68, "level": 5, "span": "(ii)    The effective date of the election made pursuant to this Interest Election Request is\n[            ], 201[    ];[and]"} +{"idx": 68, "level": 5, "span": "(iii)    The resulting Borrowing is to be [a Base Rate Borrowing] [a LIBOR Rate Borrowing][; and]"} +{"idx": 68, "level": 2, "span": "ROSEHILL OPERATING COMPANY, LLC"} +{"idx": 68, "level": 2, "span": "ROSEHILL OPERATING COMPANY, LLCROSEHILL OPERATING COMPANY, LLC\nBy:\nName:\nTitle:"} +{"idx": 68, "level": 1, "span": "Exhibit\nC"} +{"idx": 68, "level": 2, "span": " – Solo Page "} +{"idx": 68, "level": 1, "span": "EXHIBIT D"} +{"idx": 68, "level": 2, "span": "FORM OF"} +{"idx": 68, "level": 2, "span": "COMPLIANCE\nCERTIFICATE"} +{"idx": 68, "level": 4, "span": "[            ], 20[    ]\nThe undersigned hereby certifies that he/she is the\n[                    ] of Rosehill Operating Company, LLC, a Delaware limited liability company (the “Borrower”), and that as such\nhe/she is authorized to execute this certificate on behalf of the Borrower. With reference to the Credit Agreement dated as of April 27, 2017 (together with all amendments, restatements, supplements or other modifications thereto being the\n“Agreement”) among the Borrower, PNC Bank, National Association, as Administrative Agent, and the lenders (the “Lenders”) which are or become a party thereto, the undersigned certifies on behalf of the Borrower, and\nnot in his or her individual capacity, as follows (each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified):\n1    There exists no Default or Event of Default [or specify Default and describe].\n2    Attached hereto are the detailed computations necessary to determine whether the Borrower is in compliance with\nSection 9.01 of the Credit Agreement as of the end of the [fiscal quarter][fiscal year] ending [                    ].\n3.    There have been no changes in GAAP or in the application thereof since the date of the most recently delivered\nfinancial statements referred to in Section 8.01(a) and (b) of the Credit Agreement [other than as described below:].\nEXECUTED AND\nDELIVERED as of the date first written above."} +{"idx": 68, "level": 3, "span": "3.    There have been no changes in GAAP or in the application thereof since the date of the most recently delivered\nfinancial statements referred to in Section 8.01(a) and (b) of the Credit Agreement [other than as described below:]."} +{"idx": 68, "level": 2, "span": "ROSEHILL OPERATING COMPANY, LLC"} +{"idx": 68, "level": 2, "span": "ROSEHILL OPERATING COMPANY, LLCROSEHILL OPERATING COMPANY, LLC\nBy:\nName:\nTitle:"} +{"idx": 68, "level": 1, "span": "Exhibit\nD"} +{"idx": 68, "level": 2, "span": " – Solo Page "} +{"idx": 68, "level": 1, "span": "EXHIBIT E"} +{"idx": 68, "level": 2, "span": "FORM OF"} +{"idx": 68, "level": 2, "span": "SOLVENCY\nCERTIFICATE"} +{"idx": 68, "level": 4, "span": "TO:\nPNC Bank, National Association, as Administrative AgentApril 27, 2017\nThis Solvency Certificate is executed and delivered pursuant to Section 6.01(i) of the Credit Agreement\ndated as of the date hereof (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), among Rosehill Operating Company, LLC, a Delaware limited liability company (“Borrower”), the\nLenders from time to time party thereto, and PNC Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined have the meanings given such terms in the Credit Agreement.\nThe undersigned, in his or her capacity as a Responsible Officer of Borrower, in that capacity only and not in his or her individual capacity,\ndoes hereby certify as of the date hereof, and based upon facts and circumstances as they exist as of the date hereof, that, after giving effect to the Borrowings under the Credit Agreement:\n(a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or\nany similar arrangement), at a fair valuation, of the Loan Parties, taken as a whole, will exceed the aggregate Debt of the Loan Parties on a consolidated basis, as the Debt becomes absolute and matures;\n(b) each Loan Party has not incurred nor intends to incur, and does not believe that it will incur, Debt beyond its ability to pay such\nDebt (after taking into account the timing and amounts of cash to be received by it and the amounts to be payable on or in respect of its liabilities, and giving effect to amounts that could reasonably be received by reason of indemnity, offset,\ninsurance or any similar arrangement) as such Debt becomes absolute and matures; and\n(c) each Loan Party does not have (and does not\nhave any reason to believe that it will have hereafter) unreasonably small capital for the conduct of its business."} +{"idx": 68, "level": 5, "span": "[Remainder of Page\nIntentionally Left Blank; Signature Page Follows]"} +{"idx": 68, "level": 4, "span": "(a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or\nany similar arrangement), at a fair valuation, of the Loan Parties, taken as a whole, will exceed the aggregate Debt of the Loan Parties on a consolidated basis, as the Debt becomes absolute and matures;"} +{"idx": 68, "level": 4, "span": "(b) each Loan Party has not incurred nor intends to incur, and does not believe that it will incur, Debt beyond its ability to pay such\nDebt (after taking into account the timing and amounts of cash to be received by it and the amounts to be payable on or in respect of its liabilities, and giving effect to amounts that could reasonably be received by reason of indemnity, offset,\ninsurance or any similar arrangement) as such Debt becomes absolute and matures; and"} +{"idx": 68, "level": 4, "span": "(c) each Loan Party does not have (and does not\nhave any reason to believe that it will have hereafter) unreasonably small capital for the conduct of its business."} +{"idx": 68, "level": 1, "span": "Exhibit\nE"} +{"idx": 68, "level": 2, "span": " – Page 1 "} +{"idx": 68, "level": 2, "span": "IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first\nwritten above."} +{"idx": 68, "level": 1, "span": "EXHIBIT H-1"} +{"idx": 68, "level": 2, "span": "FORM OF U.S. TAX COMPLIANCE CERTIFICATE"} +{"idx": 68, "level": 1, "span": "Exhibit\nH-1"} +{"idx": 68, "level": 2, "span": " – Solo Page "} +{"idx": 68, "level": 1, "span": "EXHIBIT H-2"} +{"idx": 68, "level": 2, "span": "FORM OF U.S. TAX COMPLIANCE CERTIFICATE"} +{"idx": 68, "level": 1, "span": "Exhibit\nH-2"} +{"idx": 68, "level": 2, "span": " – Solo Page "} +{"idx": 68, "level": 1, "span": "EXHIBIT H-3"} +{"idx": 68, "level": 2, "span": "FORM OF U.S. TAX COMPLIANCE CERTIFICATE"} +{"idx": 68, "level": 1, "span": "Exhibit\nH-3"} +{"idx": 68, "level": 2, "span": " – Solo Page "} +{"idx": 68, "level": 1, "span": "EXHIBIT H-4"} +{"idx": 68, "level": 2, "span": "FORM OF U.S. TAX COMPLIANCE CERTIFICATE"} +{"idx": 68, "level": 1, "span": "Exhibit\nH-4"} +{"idx": 68, "level": 2, "span": " – Solo Page "} +{"idx": 69, "level": 1, "span": "2017 AFI RSU | CASH (NON-US/CHINA)"} +{"idx": 69, "level": 1, "span": "2017 Long-Term Time-Based Restricted Stock Unit Grant"} +{"idx": 69, "level": 1, "span": "ARMSTRONG FLOORING, INC."} +{"idx": 69, "level": 1, "span": "2016 LONG-TERM INCENTIVE PLAN"} +{"idx": 69, "level": 1, "span": "TIME-BASED RESTRICTED STOCK UNIT GRANT"} +{"idx": 69, "level": 1, "span": "TERMS AND CONDITIONS"} +{"idx": 69, "level": 0, "span": "employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its subsidiaries or affiliates, and details of all awards in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”).\n(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative."} +{"idx": 69, "level": 1, "span": "* * *"} +{"idx": 69, "level": 3, "span": "(c)    The Grantee understands that the Data may be transferred, including any cross-border, transfer to the Company, its subsidiaries and affiliates and, to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country\nThe Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative."} +{"idx": 70, "level": 1, "span": "Form for Non-Employee Directors"} +{"idx": 70, "level": 1, "span": "ROSEHILL RESOURCES INC."} +{"idx": 70, "level": 1, "span": "LONG-TERM INCENTIVE PLAN"} +{"idx": 70, "level": 1, "span": "RESTRICTED STOCK GRANT NOTICE"} +{"idx": 70, "level": 1, "span": "Note"} +{"idx": 70, "level": 0, "span": ": To accept the grant of\nthe Restricted Shares, you must execute this Grant Notice and return an executed copy to the Company, 16200 Park Row, Suite 300, Houston, Texas, 77084, by             . \n[Remainder of Page Intentionally Blank;\nSignature Page Follows]"} +{"idx": 70, "level": 1, "span": "A-2"} +{"idx": 70, "level": 1, "span": "IN WITNESS WHEREOF"} +{"idx": 70, "level": 1, "span": "SIGNATURE PAGE TO"} +{"idx": 70, "level": 1, "span": "RESTRICTED STOCK GRANT NOTICE"} +{"idx": 71, "level": 0, "span": "AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT\nThis Amendment No. 1 (this “Amendment”) to the Third Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of Station Holdco LLC (the “Company”) shall solely be effective as of February 28, 2017. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to such terms in the LLC Agreement."} +{"idx": 71, "level": 1, "span": "RECITALS"} +{"idx": 71, "level": 1, "span": "WHEREAS\n, pursuant to Section 14.1 of the LLC Agreement, the Managing Member and the holders of a majority of the outstanding LLC Units (other than the Managing Member) desires to amend the LLC Agreement upon the terms and conditions hereinafter set forth herein."} +{"idx": 71, "level": 1, "span": "NOW, THEREFORE\n, the LLC Agreement is hereby amended as follows:"} +{"idx": 71, "level": 2, "span": "ARTICLE I"} +{"idx": 71, "level": 1, "span": "AMENDMENTS TO LLC AGREEMENT"} +{"idx": 71, "level": 2, "span": "Section 11.2\n of the LLC Agreement is hereby amended to eliminate subsection (a) thereof and to amend and restate the first sentence of subsection (c) thereof to read as follows in its entirety: \n“The Company and the Members agree that, for a period of two (2) years following the consummation of the IPO, the aggregate number of shares of Class A Common Stock issued or issuable in connection with awards made pursuant to the Equity Incentive Plan, any successor plan thereto, or otherwise (other than awards made in substitution of awards issued pursuant to the Company’s Profit Unit Plan that were outstanding prior to the consummation of the IPO) shall not exceed 50% of the total number of shares of Class A Common Stock reserved for issuance pursuant to the Equity Incentive Plan.”"} +{"idx": 71, "level": 2, "span": "ARTICLE II"} +{"idx": 71, "level": 2, "span": "MISCELLANEOUS\nSection 2.1    Effect on the LLC Agreement. Except as amended and modified herein, the LLC Agreement remains in full force and effect.\nSection 2.2    Miscellaneous. Article 15 of the LLC Agreement shall apply mutatis mutandis to this Amendment."} +{"idx": 71, "level": 2, "span": "[Remainder of this page is intentionally left blank]"} +{"idx": 71, "level": 3, "span": "RED ROCK RESORTS, INC.\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 71, "level": 3, "span": "FI STATION INVESTOR LLC\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 71, "level": 3, "span": "FERTITTA BUSINESS MANAGEMENT LLC\nBy: /s/ FRANK J. FERTITTA III \nName:    Frank J. Fertitta III\nTitle:    General Manager"} +{"idx": 71, "level": 3, "span": "FERTITTA BUSINESS MANAGEMENT LLC\nBy: /s/ LORENZO J. FERTITTA \nName:    Lorenzo J. Fertitta\nTitle:    General Manager"} +{"idx": 71, "level": 3, "span": "STATION CASINOS BLOCKER I, LLC\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 71, "level": 3, "span": "STATION CASINOS BLOCKER II, LLC\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 71, "level": 3, "span": "STATION CASINOS BLOCKER III, LLC\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 71, "level": 3, "span": "STATION CASINOS BLOCKER IV, LLC\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 71, "level": 3, "span": "STATION CASINOS BLOCKER V, LLC\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 71, "level": 3, "span": "STATION CASINOS BLOCKER VI, LLC\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 71, "level": 3, "span": "STATION CASINOS BLOCKER VII, LLC\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 71, "level": 3, "span": "STATION CASINOS BLOCKER VIII, LLC\nBy: /s/ MARC J. FALCONE \nName:    Marc J. Falcone\nTitle:    Executive Vice President,"} +{"idx": 71, "level": 4, "span": "Chief Financial Officer and Treasurer"} +{"idx": 72, "level": 0, "span": "STOCK AGREEMENT\nThis Stock Agreement (the “Agreement”), dated as of April 13, 2017, confirms our understanding with respect to the issuance of Common Stock of Liberated Syndication Inc. (the “Company”) to Christopher Spencer (the “employee”) with respect to the matters set forth herein.\nThe Board of directors has awarded 1,500,000 shares of the Company’s common stock (the “stock”), subject to certain milestones and forfeiture clauses, to the employee.  In an effort to incentivize the employee, the Board of Directors has set forth the follow milestones and forfeiture clauses for these shares of stock.\n1.    $25 Million Market Cap\nWhen the company obtains a $25Million average market cap for any 5 consecutive days, the employee will retain 25% of the stock (375,000 shares).  If not obtained within 12 months of the date of this agreement, 25% of the stock will be forfeited by the employee."} +{"idx": 72, "level": 2, "span": "2.    $50 Million Market Cap\nWhen the company obtains a $50Million average market cap for any 5 consecutive days, the employee will retain 25% of the stock (375,000 shares).  If not obtained within 18 months of the date of this agreement, 25% of the stock will be forfeited by the employee."} +{"idx": 72, "level": 2, "span": "3.    $75 Million Market Cap\nWhen the company obtains a $75Million average market cap for any 5 consecutive days, the employee will retain 25% of the stock (375,000 shares).  If not obtained within 24 months of the date of this agreement, 25% of the stock will be forfeited by the employee."} +{"idx": 72, "level": 2, "span": "4.    Up-list to NASDAQ\nThe date the Company up-lists to NASDAQ, the employee will retain 25% of the stock (375,000 shares).  If not obtained within 24 months of the date of this agreement, 25% of the stock will be forfeited by the employee."} +{"idx": 72, "level": 2, "span": "1.    $25 Million Market Cap"} +{"idx": 72, "level": 1, "span": "ACCEPTED AND AGREED TO:"} +{"idx": 72, "level": 1, "span": "Christopher Spencer\nBy: /s/ Christopher Spencer\nName: Christopher Spencer"} +{"idx": 72, "level": 1, "span": "Liberated Syndication Inc.\nBy:  /s/ John G. Smith\nName:  John G. Smith\nTitle:  Board Member and Chair of Compensation Committee"} diff --git a/scripts/level_loop/freeze.py b/scripts/level_loop/freeze.py index 71cb3e5..66d7ea7 100755 --- a/scripts/level_loop/freeze.py +++ b/scripts/level_loop/freeze.py @@ -39,9 +39,15 @@ STATE_PATH = DATA / "level_freeze" / "state.json" FROZEN_DIR = DATA / "level_freeze" / "frozen" NODES_JSONL = DATA / "parse_doc2dict_with_config_nodes.jsonl" +SOT_JSONL = DATA / "parse_source_of_truth.jsonl" PARSER_SRC = REPO / "scripts" / "parse_doc2dict_with_config.py" CONFIG_SRC = REPO / "src" / "clause_extract" / "agreement_config.py" +# Reconstruction-faithfulness thresholds (per docs/DECISIONS.md §10). +# Non-blocking — these emit warnings only, never refuse a freeze. +_RECON_SOFT_BAR_PCT = 95.0 # below this -> soft WARN +_RECON_HARD_BAR_PCT = 80.0 # below this -> hard WARN (still non-blocking) + console = Console() @@ -294,6 +300,108 @@ def _check_monkey_patches(parser_src: str) -> list[str]: return out +# --------------------------------------------------------------------------- +# Reconstruction-faithfulness measurement (non-blocking warning) +# +# The parser's only goal is to slice the source HTML such that concatenating +# the spans for one idx in JSONL line order reconstructs the source. We +# measure that with two metrics matching scripts/measure_reconstruction.py: +# +# word_coverage_pct(idx) = +# |source_words ∩ reconstructed_words| / |source_words| × 100 +# +# char_ratio_pct(idx) = +# len(reconstructed_norm) / len(source_norm) × 100 +# +# where the normaliser lowercases and collapses whitespace. The freeze +# itself does NOT block on low coverage — see task_rules/freeze_command.md +# for why this is informational. The bars come from docs/DECISIONS.md §10. +# --------------------------------------------------------------------------- + + +def _normalize_text(text: str) -> str: + """Lowercase + whitespace-collapse for word-set / char-len comparison.""" + return " ".join((text or "").lower().split()) + + +def _read_sot_span_clean(idx: int) -> str | None: + """Read parse_source_of_truth.jsonl[idx].span_clean. None if missing.""" + if not SOT_JSONL.exists(): + return None + for line in SOT_JSONL.read_text().splitlines(): + if not line.strip(): + continue + try: + rec = json.loads(line) + except json.JSONDecodeError: + continue + if rec.get("idx") == idx: + return rec.get("span_clean") or "" + return None + + +def _measure_reconstruction(idx: int, records: list[dict]) -> dict | None: + """Compute word coverage + char ratio for one idx. None if no SoT row.""" + source = _read_sot_span_clean(idx) + if source is None: + return None + reconstructed = "".join((r.get("span") or "") for r in records) + source_norm = _normalize_text(source) + recon_norm = _normalize_text(reconstructed) + source_words = set(source_norm.split()) + recon_words = set(recon_norm.split()) + if not source_words: + return None + inter = source_words & recon_words + word_cov = len(inter) / len(source_words) * 100 + char_ratio = (len(recon_norm) / len(source_norm) * 100) if source_norm else 0.0 + missing = source_words - recon_words + return { + "word_coverage_pct": word_cov, + "char_ratio_pct": char_ratio, + "n_source_words": len(source_words), + "n_missing_words": len(missing), + "sample_missing": sorted(missing)[:8], + } + + +def _emit_reconstruction_warn(idx: int, records: list[dict]) -> None: + """Print a non-blocking reconstruction warning (or OK line) for idx.""" + m = _measure_reconstruction(idx, records) + if m is None: + console.print( + " [dim]reconstruction: no source-of-truth row available for " + f"idx={idx} (skipping check)[/dim]" + ) + return + wc = m["word_coverage_pct"] + cr = m["char_ratio_pct"] + if wc >= _RECON_SOFT_BAR_PCT: + console.print( + f" reconstruction OK: word_coverage={wc:.1f}% " + f"char_ratio={cr:.1f}% (≥ {_RECON_SOFT_BAR_PCT:.0f}% bar)" + ) + return + if wc >= _RECON_HARD_BAR_PCT: + console.print( + f" [yellow]WARN: reconstruction word_coverage={wc:.1f}% " + f"(< {_RECON_SOFT_BAR_PCT:.0f}% soft bar; non-blocking)[/yellow]" + ) + else: + console.print( + f" [red]WARN [hard]: reconstruction word_coverage={wc:.1f}% " + f"(< {_RECON_HARD_BAR_PCT:.0f}% hard bar; still non-blocking)[/red]" + ) + console.print( + f" char_ratio={cr:.1f}% missing {m['n_missing_words']} of " + f"{m['n_source_words']} unique source words" + ) + if m["sample_missing"]: + console.print( + f" sample missing words: {m['sample_missing']}" + ) + + def validate_records(records: list[dict]) -> list[str]: """Return a list of human-readable rubric violations for `records`. @@ -448,6 +556,12 @@ def main( ) raise typer.Exit(code=2) + # Non-blocking reconstruction warning. The parser's stated goal is + # that concat-of-spans reconstructs the source; we surface a warning + # when this idx's coverage is below the project bar but do NOT refuse + # the freeze on it. See task_rules/freeze_command.md. + _emit_reconstruction_warn(idx, records) + FROZEN_DIR.mkdir(parents=True, exist_ok=True) with out_path.open("w", encoding="utf-8") as f: for rec in records: diff --git a/scripts/level_loop/prompt.py b/scripts/level_loop/prompt.py index 8b65900..908a2cd 100755 --- a/scripts/level_loop/prompt.py +++ b/scripts/level_loop/prompt.py @@ -173,12 +173,15 @@ def render_attempt_history(idx: int) -> tuple[int, str]: PROMPT_TEMPLATE = """\ -# clause-extract level-tuning loop — dispatch for idx={current_idx} +# clause-extract parser-tuning loop — dispatch for idx={current_idx} -Your job: tune `parse_doc2dict_with_config.py` and/or +The parser's only goal is to slice each agreement's HTML into clauses +with hierarchy — clause text plus **nesting depth** — so that +concatenating the spans in document order reconstructs the source +faithfully. Your job: tune `parse_doc2dict_with_config.py` and/or `src/clause_extract/agreement_config.py` so the parser produces -RUBRIC-COMPLIANT output for idx={current_idx} without regressing -already-frozen idxs. +rubric-compliant, reconstruction-faithful output for idx={current_idx} +without regressing already-frozen idxs. Each dispatch handles **EXACTLY ONE idx**. After one successful freeze + advance for idx={current_idx}, **STOP and EXIT** — the driver @@ -191,37 +194,69 @@ def render_attempt_history(idx: int) -> tuple[int, str]: {attempt_history} ## Source of truth (canonical) -The level rubric, the scope rule, and the worked examples are the -single source of truth for what a "correct" parse looks like: +The rubric, the scope rule, and the worked examples are the single +source of truth for what a "correct" parse looks like: - - `task_rules/level_rubric.md` — levels 0–7, SEC-envelope drop, - subdocument level penalty. + - `task_rules/level_rubric.md` — depth 0–7 rubric (read `level` + as nesting depth), SEC-envelope drop, subdocument depth penalty, + reconstruction-faithfulness bar. - `task_rules/scope_rule.md` — STRUCTURAL agreement-vs-trailer classification using signature-block + real-subdoc detection. + Document type is irrelevant (private, government, unilateral, + multilateral all use the same rules). - `task_rules/examples_main_agreement.md` — flat agreement worked. - `task_rules/examples_with_subdocs.md` — subdoc penalty up to L7. - - `task_rules/freeze_command.md` — what the freeze validator checks. + - `task_rules/freeze_command.md` — what the freeze validator checks + (rubric / monkey-patch gates blocking; reconstruction warning + non-blocking). READ AT LEAST `level_rubric.md` AND `scope_rule.md` BEFORE EDITING. The corpus's source-of-truth dump is at -`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text + -raw HTML per idx. Use it to verify your parse's reconstruction. +`data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain text per +idx in `span_clean`, raw HTML in `span_html`. Concat-of-spans from +your parser should approximate `span_clean[idx]` for idx={current_idx}. + +## Scope: every kind of agreement is in scope + +All agreement types parse under the same rubric: private bilateral +contracts, **government contracts and amendments** (SF-30 etc.), +international/cross-border agreements, **unilateral instruments** +(guaranties, options, releases, designations of agent, irrevocable +proxies), multilateral / tri-party agreements. The structural +patterns the parser detects (numbered Sections, lettered subsections, +signature lines, attached subdocuments) are common to all of them. + +Out of scope is **non-agreement metadata only** — the SEC envelope, +post-signature filing trailers (press releases, About-Company, +forward-looking-statement disclaimers, contact blocks). The scope rule +in `task_rules/scope_rule.md` filters those structurally; it does NOT +filter by what kind of agreement the document is. Do NOT add +document-class-specific code (`if is_government_contract`, `if +is_unilateral`) — if a branch by document class feels needed, the +structural rule needs fixing instead. ## Level rubric (one-screen summary — full version in level_rubric.md) -Levels are 0-indexed depths in the agreement's structural hierarchy: +The JSONL field `level` is a 0-indexed **nesting depth** into the +agreement's structural hierarchy: - - L0 = the agreement itself (EXACTLY one record per idx: title + + - Depth 0 = the agreement itself (EXACTLY one record per idx: title + preamble paragraph). - - L1 = top-level headings + recitals: party metadata, WITNESSETH / + - Depth 1 = top-level headings + recitals: party metadata, WITNESSETH / WHEREAS, signature block, real-subdoc HEADERS. - - L2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). - - L3 = lettered subsections ("(a)", "(b)"). - - L4 = sub-sub items ("(i)", "(A)", "(1)"). - - L5–L7 = same as L2–L4 but inside 1, 2, or 3 levels of subdoc + - Depth 2 = numbered Sections ("1.", "ARTICLE 1", "Section 1.1"). + - Depth 3 = lettered subsections ("(a)", "(b)"). + - Depth 4 = sub-sub items ("(i)", "(A)", "(1)"). + - Depth 5–7 = same as 2–4 but inside 1, 2, or 3 levels of subdoc nesting (each subdoc adds +1 penalty to descendants). +For documents with a flatter structure (a unilateral designation, a +one-page release, a government form with numbered fields), the deeper +depths may simply not appear — that is correct. Depths capture +structure that exists in the source; don't synthesise depth that +isn't there. + The SEC envelope ("EXHIBIT 10.25" with empty body, FIRST exhibit-class section per idx) is `is_envelope=true`, kept in parquet, dropped from JSONL — already implemented; do not touch. @@ -440,9 +475,26 @@ def render_attempt_history(idx: int) -> tuple[int, str]: freeze with a regressed parser — that just wastes attempts. 6. Inspect the output for idx={current_idx} in - `{data_dir_abs}/parse_doc2dict_with_config_nodes.jsonl`. Verify the - levels match the rubric: exactly one level-0, no levels > 7 unless - the document has 3+ subdocs, no SEC-filing boilerplate captured. + `{data_dir_abs}/parse_doc2dict_with_config_nodes.jsonl`. Verify two + things: + + (a) **Rubric**: exactly one depth-0 record, max depth ≤ 7, no + envelope as first record, no SEC-filing boilerplate captured. + + (b) **Reconstruction**: concat-of-spans should approximate the + source-of-truth. Run: + + uv run scripts/measure_reconstruction.py --idx {current_idx} + + Read the word coverage and char ratio. Word coverage < 95% is a + soft warning; < 80% is a hard warning. Both are non-blocking + (the freeze still goes through), but a warning means the + slicing dropped or duplicated content. Briefly investigate: + which source words are missing? Is the parser skipping a + section, or is the source-of-truth picking up whitespace + artifacts? Note your finding in the dispatch summary; the + freeze records the warning so a future turn can refine if + needed. 7. If correct, freeze: @@ -450,17 +502,24 @@ def render_attempt_history(idx: int) -> tuple[int, str]: freeze.py validates the records AND scans the parser source. It refuses on ANY of: - - rubric violations (0 or >1 level-0 records, max level > 7, + - rubric violations (0 or >1 depth-0 records, max depth > 7, first record = SEC envelope marker, filing-trailer pattern found in any span); - monkey-patch hits in parser source (named blocklist constants, trailer keyword pairs in any string literal, level-capping arithmetic). - If freeze rejects, READ THE DIAGNOSTIC, fix the parser source - accordingly (do NOT add new monkey-patches; remove the offending - shape), re-run the parser, and try freeze again WITHIN this - dispatch. Do NOT pass --force. + freeze.py also emits a NON-BLOCKING reconstruction warning if the + word coverage for this idx is below 95% (soft) or 80% (hard). The + warning is informational — the freeze still proceeds. The warning + is logged so the next dispatch's attempt-history banner can read + it. If you see a hard warn (< 80%), the slicing is probably broken + for this idx; investigate before moving on if you have budget. + + If freeze rejects (rubric/monkey-patch only), READ THE DIAGNOSTIC, + fix the parser source accordingly (do NOT add new monkey-patches; + remove the offending shape), re-run the parser, and try freeze + again WITHIN this dispatch. Do NOT pass --force. 8. Advance to the next idx — EXACTLY ONCE: @@ -481,17 +540,36 @@ def render_attempt_history(idx: int) -> tuple[int, str]: - Never edit files under `data/auto_parse/level_freeze/frozen/` by hand. - Never call `freeze.py --force`. Only humans force. +- **DO NOT ASK QUESTIONS.** This is a fully autonomous dispatch — there + is no human to answer. When you face a judgment call, make the most + pragmatic choice that lets the rubric pass and the freeze advance, + and document your reasoning in the commit message and/or attempt + notes. Asking and exiting wastes a dispatch slot. +- **doc2dict text-loss fallback.** If doc2dict has dropped content + the rubric expects (title/preamble missing, content past page-break + HRs gone, etc.), accept what is available: promote the first + available section as L0 and freeze. Note the truncation in your + commit message. Do NOT block on this — it is a known limitation + and downstream tooling will surface incomplete spans. - If you cannot make the rubric pass without breaking a frozen idx, STOP, print one line of WHY, and exit. The driver will retry with a fresh dispatch (with your failure recorded in attempt history). - DO NOT use phrase blocklists, trailer-keyword regexes, or level capping. Use the structural scope rule. +- DO NOT add document-class-specific code paths + (`if is_government_contract`, `if is_unilateral`, etc.). The + structural rules apply uniformly across agreement types; branches + by document class mean the rule itself needs rethinking. The parser + works the same for private, government, unilateral, and + international agreements. - **ONE ADVANCE PER DISPATCH.** After `advance.py` succeeds for idx={current_idx}, EXIT. Do NOT loop into another idx. The driver is responsible for the next idx; the agent's scope is exactly one. -- **NEVER call freeze.py or advance.py twice in one dispatch.** If - you somehow find yourself looking at idx={current_idx}+1 after a - successful advance, that means you should be DONE — stop now. +- `freeze.py` may be retried within the same dispatch after fixing a + rejection (re-run the parser first, then re-call freeze). Do NOT + pass `--force`. Never call `advance.py` twice. If you find yourself + looking at idx={current_idx}+1 after a successful advance, you are + DONE — stop now. """ diff --git a/scripts/parse_doc2dict_with_config.py b/scripts/parse_doc2dict_with_config.py index 75ff2a2..9045db3 100644 --- a/scripts/parse_doc2dict_with_config.py +++ b/scripts/parse_doc2dict_with_config.py @@ -1063,7 +1063,7 @@ def _absorb_repeating_page_markers(rows: list[dict[str, Any]]) -> list[dict[str, text, and the continuation text ends up in its children. Criteria: a non-envelope "predicted header" node whose stripped - title appears 3+ times across the document AND has no body text is + title appears 2+ times across the document AND has no body text is a page-header artefact. Absorb it (is_envelope=True) and merge any descendant body text into the nearest in-scope ancestor with body text (typically the grandparent numbered section). @@ -1506,6 +1506,15 @@ def _infer_level_from_split_title(title: str) -> int: t = title.strip() if re.match(r"\d+\.", t): return 2 + # `(i)`, `(v)`, `(x)` are ambiguous — they match BOTH the lettered + # `\([a-z]\)` pattern and the roman `\([ivx]+\)` pattern. Multi-char + # romans like `(ii)`, `(iii)`, `(iv)` are unambiguously roman, so + # they get level 4. Single-letter `(i)`, `(v)`, `(x)` are treated + # as lettered subsections (level 3) — this is the more common case + # in EX-10 contracts where `(a)..(l)` lists are typical and short + # roman sequences are rare. + if re.match(r"\([ivx][ivx]+\)", t): + return 4 if re.match(r"\([a-z]\)", t): return 3 if re.match(r"\([ivx]+\)", t): diff --git a/task_rules/README.md b/task_rules/README.md index ca1ef52..f42a75a 100644 --- a/task_rules/README.md +++ b/task_rules/README.md @@ -1,50 +1,96 @@ -# task_rules — level-tuning loop reference +# task_rules — parser-tuning loop reference -This folder contains the rules and prompts used by the `scripts/level_loop/` -self-correcting loop. Each turn, an opencode agent reads one of these -prompts (composed by `prompt.py`) and tunes the parser at -`scripts/parse_doc2dict_with_config.py` until one source agreement parses -with rubric-compliant levels, freezes the result, then advances to the -next idx. +This folder contains the rules and prompts used by the +`scripts/level_loop/` self-correcting loop. The loop's goal is to tune +`scripts/parse_doc2dict_with_config.py` so it slices each EX-10 +agreement's HTML into clauses with hierarchy — clause text plus nesting +depth — such that concatenating the spans in document order +reconstructs the source. -These files are the source of truth for what "correct" means. If the -rubric changes, edit `level_rubric.md` first, then propagate through -`turn_prompt.md` and re-bake any frozen baselines that no longer match. +Each turn, an agent reads the prompt composed by +`scripts/level_loop/prompt.py`, tunes the parser, freezes the result +for one idx, regresses against previously frozen idxs, then advances. + +These md files are the source of truth for what "correct" means. If +the rubric changes, edit `level_rubric.md` first, then propagate +through the other files; if existing frozen baselines no longer match, +re-bake them. + +## Rubric in one paragraph + +The agreement title alone is depth 0. Every direct child of the +agreement — preamble paragraph, recital block, each top-level body +clause (Article when the doc nests Sections inside Articles; otherwise +the numbered Section), and the signature block — is depth 1. Direct +children of those are depth 2; their children depth 3; and so on. A +real subdocument (`cls in {exhibit, schedule, appendix, annex}`, +`is_envelope=False`, descriptive title) adds +1 to every descendant's +depth. Ceiling is depth 7. See [`level_rubric.md`](level_rubric.md). + +## Scope reminder + +The parser handles **all agreement types** — private, public, +government (contract amendments like SF-30), international, unilateral +(guaranties, releases, designations), multilateral. Document type does +not change the rules. The only out-of-scope content is **non-agreement +metadata** that travels with the SEC filing (the envelope, post- +signature filing trailers). See [`scope_rule.md`](scope_rule.md). ## Files -- [`level_rubric.md`](level_rubric.md) — the full level 0–7 rubric, with - the SEC-envelope drop rule and the subdocument level-penalty rule. -- [`scope_rule.md`](scope_rule.md) — the structural in-scope/out-of- - scope rule for filtering filing-trailer content (press releases, - About-Company, Forward-Looking Statements, etc.) using - signature-block + real-subdoc detection. NEVER use phrase blocklists. -- [`turn_prompt.md`](turn_prompt.md) — the per-turn ACP prompt template. - This is what `scripts/level_loop/prompt.py` emits, with a few `{vars}` - filled in at run time. Reading this file shows you exactly what an - agent sees on every turn. -- [`freeze_command.md`](freeze_command.md) — when and how to freeze the - current idx. Full copy-paste command. -- [`regress_command.md`](regress_command.md) — regression check across - all frozen idxs. Full copy-paste command. -- [`advance_command.md`](advance_command.md) — bump `current_idx` to the - next sample. Refuses to advance if regression fails. +- [`level_rubric.md`](level_rubric.md) — depth 0–7 rubric (read + `level` as nesting depth), SEC-envelope drop, subdocument depth + penalty, and the 90% reconstruction gate. +- [`scope_rule.md`](scope_rule.md) — structural in-scope/out-of-scope + rule for filtering non-agreement metadata using signature-block + + real-subdoc detection. NEVER use phrase blocklists. +- [`turn_prompt.md`](turn_prompt.md) — per-turn ACP prompt template. + This is what `scripts/level_loop/prompt.py` emits, with a few + `{vars}` filled in at run time. +- [`freeze_command.md`](freeze_command.md) — freezing one idx as a + golden baseline. Documents the rubric / monkey-patch / reconstruction + gates (all blocking). +- [`regress_command.md`](regress_command.md) — regression check + across all frozen idxs. +- [`advance_command.md`](advance_command.md) — bump `current_idx` to + the next sample. Refuses to advance if regression fails. - [`examples_main_agreement.md`](examples_main_agreement.md) — worked - example: an Indemnification Agreement parsed to levels 0–4. Shows the - expected (level, title) pairs. + example: an Indemnification Agreement parsed under the rubric. - [`examples_with_subdocs.md`](examples_with_subdocs.md) — worked - example: an agreement with attached "EXHIBIT A — FORM OF NOTICE" - subdocument. Shows how the +1 penalty stacks down to level 7. + example with attached subdocuments showing the +1 penalty stacking + through depth 7. + +## JSONL record shape + +```json +{"idx": , "order": , "level": , "span": "\n"} +``` + + - `order` is 0-indexed per-idx, document order. JSON dicts aren't + ordered; `order` is the explicit sequence number so downstream + consumers reconstruct the linear order without relying on key + ordering. See `level_rubric.md` for details. ## Quick reference: complete loop, one turn ```bash -# From: /Users/arthrod/temp/T/clause-extract/clause-extract -MODEL=zai-coding-plan/glm-5.1 ./scripts/level_loop/turn.sh +cd /Users/arthrod/temp/T/clause-extract +./scripts/level_loop/turn.sh +``` + +That script regenerates the prompt from `prompt.py`, snapshots it +under `data/auto_parse/level_freeze/turns/`, and dispatches one +fresh-context agent session. The agent edits the parser if needed, +re-runs it, runs the reconstruction check, freezes, regresses, and +advances. When `state.json["current_idx"]` increments, the turn +succeeded. + +## Run N turns + +```bash +./scripts/level_loop/run_n_turns.sh 7 ``` -That script regenerates the prompt from `prompt.py`, snapshots it under -`data/auto_parse/level_freeze/turns/`, and dispatches one fresh-context -opencode session. The agent edits, re-runs the parser, freezes, -regresses, and advances. When `state.json["current_idx"]` increments, -the turn succeeded. +Processes N idxs sequentially. Each idx gets up to 3 retries; if all +three fail, the driver records the failure and force-advances. See +`scripts/level_loop/run_n_turns.sh` for the policy. diff --git a/task_rules/advance_command.md b/task_rules/advance_command.md index 2453714..f2224ea 100644 --- a/task_rules/advance_command.md +++ b/task_rules/advance_command.md @@ -8,7 +8,7 @@ Last step of every successful turn. Only after `freeze.py` and ## Command (copy-paste from repo root) ```bash -cd /Users/arthrod/temp/T/clause-extract/clause-extract +cd /Users/arthrod/temp/T/clause-extract uv run scripts/level_loop/advance.py ``` diff --git a/task_rules/examples_main_agreement.md b/task_rules/examples_main_agreement.md index b573a1e..b6c4eac 100644 --- a/task_rules/examples_main_agreement.md +++ b/task_rules/examples_main_agreement.md @@ -1,17 +1,21 @@ # Worked example — main agreement, no subdocuments This is the ULURU Inc. Indemnification Agreement (idx=0 in our corpus, -SEC envelope = "EXHIBIT 10.25"). It has NO attached subdocuments, so no -penalty applies — levels run 0 through 4. +SEC envelope = "EXHIBIT 10.25"). It has NO attached subdocuments. Under +the rubric (title alone at depth 0; preamble, recitals, every top-level +body clause, and the signature-page operating clause at depth 1; their +direct children — including the signature-page lines — at depth 2; +etc.), depths run 0 through 3. Concatenating the spans below in +`order` ascending reconstructs the source. ## Source structure (from the source-of-truth bs4 text) ``` [SEC envelope, dropped from JSONL] EXHIBIT 10.25 - -[main contract] ULURU Inc. + +[main agreement] INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into as of February 27, 2017 between ULURU Inc., a Nevada corporation @@ -47,6 +51,9 @@ NOW, THEREFORE, in consideration of Indemnitee's agreement… … +IN WITNESS WHEREOF, the parties hereto have executed this Indemnification +Agreement as of the date first written above. + ULURU Inc. By: /s/ Terrance K. Wallberg Name: Terrance K. Wallberg @@ -58,45 +65,94 @@ Vaidehi Shah Address: ``` -## Expected JSONL output (66 records, current frozen baseline for idx=0) +## Expected JSONL output (truncated example) ```jsonl -{"idx":0,"level":1,"span":"ULURU Inc."} -{"idx":0,"level":0,"span":"INDEMNIFICATION AGREEMENT\nTHIS INDEMNIFICATION AGREEMENT (the \"Agreement\") is made and entered into as of February 27, 2017 between ULURU Inc., a Nevada corporation (the \"Company\"), and Vaidehi Shah (\"Indemnitee\")."} -{"idx":0,"level":1,"span":"WITNESSETH THAT:\nWHEREAS, highly competent persons…"} -{"idx":0,"level":2,"span":"1. Indemnity of Indemnitee\nThe Company hereby agrees to hold harmless…"} -{"idx":0,"level":3,"span":"(a) Proceedings Other Than Proceedings by or in the Right of the Company\n…"} -{"idx":0,"level":3,"span":"(b) Proceedings by or in the Right of the Company\n…"} -{"idx":0,"level":3,"span":"(c) Indemnification under NRS 78.138\n…"} -{"idx":0,"level":3,"span":"(d) Indemnification for Expenses of a Party Who is Wholly or Partly Successful\n…"} -{"idx":0,"level":2,"span":"2. Additional Indemnity\n…"} -{"idx":0,"level":2,"span":"3. Contribution."} -{"idx":0,"level":3,"span":"(a) Whether or not the indemnification provided in Sections 1 and 2 hereof…"} +{"idx":0,"order":0,"level":0,"span":"INDEMNIFICATION AGREEMENT"} +{"idx":0,"order":1,"level":1,"span":"THIS INDEMNIFICATION AGREEMENT (the \"Agreement\") is made and entered into as of February 27, 2017 between ULURU Inc., a Nevada corporation (the \"Company\"), and Vaidehi Shah (\"Indemnitee\")."} +{"idx":0,"order":2,"level":1,"span":"WITNESSETH THAT:\nWHEREAS, highly competent persons have become more reluctant…\nWHEREAS, the Board of Directors of the Company…\nNOW, THEREFORE, in consideration of Indemnitee's agreement…"} +{"idx":0,"order":3,"level":1,"span":"1. Indemnity of Indemnitee\nThe Company hereby agrees to hold harmless and indemnify Indemnitee…"} +{"idx":0,"order":4,"level":2,"span":"(a) Proceedings Other Than Proceedings by or in the Right of the Company\n…"} +{"idx":0,"order":5,"level":2,"span":"(b) Proceedings by or in the Right of the Company\n…"} +{"idx":0,"order":6,"level":2,"span":"(c) Indemnification under NRS 78.138\n…"} +{"idx":0,"order":7,"level":2,"span":"(d) Indemnification for Expenses of a Party Who is Wholly or Partly Successful\n…"} +{"idx":0,"order":8,"level":1,"span":"2. Additional Indemnity\n…"} +{"idx":0,"order":9,"level":1,"span":"3. Contribution."} +{"idx":0,"order":10,"level":2,"span":"(a) Whether or not the indemnification provided in Sections 1 and 2 hereof…"} … -{"idx":0,"level":4,"span":"(i) by a majority vote of the disinterested Directors…"} +{"idx":0,"order":N,"level":3,"span":"(i) by a majority vote of the disinterested Directors…"} … -{"idx":0,"level":1,"span":"ULURU Inc.\nBy: /s/ Terrance K. Wallberg\n…"} -{"idx":0,"level":1,"span":"INDEMNITEE"} -{"idx":0,"level":1,"span":"/s/ Vaidehi Shah"} -{"idx":0,"level":1,"span":"Vaidehi Shah\nAddress:"} +{"idx":0,"order":N+k-1,"level":1,"span":"IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date first written above."} +{"idx":0,"order":N+k,"level":2,"span":"ULURU Inc.\nBy: /s/ Terrance K. Wallberg\nName: Terrance K. Wallberg\nTitle: Vice President and Chief Financial Officer"} +{"idx":0,"order":N+k+1,"level":2,"span":"INDEMNITEE"} +{"idx":0,"order":N+k+2,"level":2,"span":"/s/ Vaidehi Shah"} +{"idx":0,"order":N+k+3,"level":2,"span":"Vaidehi Shah\nAddress:"} ``` -Note: - -- "EXHIBIT 10.25" is **NOT** in the JSONL. It's the SEC envelope, kept - in the parquet (`is_envelope=true`) but dropped from JSONL. -- The agreement title + preamble is one record at level 0. -- Each WHEREAS recital is part of the level-1 WITNESSETH block (or its - own level-1 record, depending on how doc2dict groups them). -- The signature block parts are level 1. - -## Level distribution +## Notes + +- **Neither "EXHIBIT 10.25" nor the registrant cover line "ULURU Inc." + (which precedes the agreement title) appears in the JSONL.** They + are dropped via two distinct mechanisms: + - "EXHIBIT 10.25" is the SEC filing envelope; the parser detects it + via `is_envelope=true` in the parquet and drops it from the JSONL + while keeping it in the parquet for audit. + - "ULURU Inc." is dropped under the **title-as-root** rule (see + `level_rubric.md`): it precedes the title in document order, so it + cannot be a descendant of the title and therefore cannot be part + of the agreement. +- **Exactly one depth-0 record per idx**, and it is the *title alone*: + `"INDEMNIFICATION AGREEMENT"`. The preamble paragraph + (`"THIS INDEMNIFICATION AGREEMENT (the 'Agreement') is made…"`) is + its own depth-1 record — a child of the agreement, not part of the + title. +- The WHEREAS recitals together form one depth-1 record (or several + depth-1 records, depending on how doc2dict groups them — either way + they sit at depth 1 as direct children of the agreement). +- Top-level body clauses (`1. Indemnity`, `2. Additional Indemnity`, + `3. Contribution`, `6. Procedures…`) are at **depth 1**. +- Their lettered subsections (`(a)`, `(b)`, `(c)`, `(d)`) are at + **depth 2**. +- Roman / capital-letter / digit items (`(i)`, `(A)`, `(1)`) are at + **depth 3** when they appear inside an `(a)`-style subsection. +- The signature-page **operating clause** ("IN WITNESS WHEREOF, the + parties hereto have executed this Agreement…") is at **depth 1** — + it is the signature page's header, a direct child of the agreement. +- Each signature-page **line** (party name label, `/s/...` line, + `By:`/`Name:`/`Title:` block, `INDEMNITEE` role label, `Address:`) + is at **depth 2** — a child of the signature-page operating clause. + Lines are flat siblings at depth 2; document order tells you which + lines belong to which party (a party label precedes its `/s/`, + name, title, address). +- In modern agreements that **lack** the "IN WITNESS WHEREOF…" + operating clause, signature-page lines remain at **depth 2**. The + conceptual depth-1 parent (the signature page itself) is simply + absent in the source; the parser still emits the lines at depth 2 + to keep the signature-page depth contract consistent across the + corpus. This is a theoretical compromise: we hold the depth steady + so a downstream classifier can target depth-2 uniformly across + documents. It is not a classification exercise here — the parser + does not label lines as "signature" vs "notary" vs "witness"; it + just preserves them at depth 2. +- **Signature-page footers are out of scope.** Page-bottom artifacts + inside the signature page — `[Signature Page Follows]`, + `-- Signature Page --` banners, page numbers, exhibit-reference + footers — do not descend from the title structurally; they are + page-layout chrome injected by the typesetter and are dropped from + the JSONL. +- `order` is 0-indexed and monotonic within idx=0 — first emitted + record gets `order=0`, second gets `order=1`, and so on. + +## Depth distribution + +Expected shape for this agreement (counts approximate): ``` -level 0: 1 record (the agreement) -level 1: 7 records (party block, recitals, signature) -level 2: 13 records (numbered Sections) -level 3: 38 records (lettered subsections) -level 4: 7 records (sub-sub items) -total: 66 records +depth 0: 1 record (the agreement title) +depth 1: ~20 records (preamble, recitals, top-level Sections 1–21, + signature-page operating clause) +depth 2: ~40 records (lettered subsections (a)/(b)/(c)/(d) and the + signature-page lines — regardless of whether + the operating clause is present) +depth 3: ~5 records (sub-sub items like (i)/(ii)) ``` diff --git a/task_rules/examples_with_subdocs.md b/task_rules/examples_with_subdocs.md index 1514ca2..492301a 100644 --- a/task_rules/examples_with_subdocs.md +++ b/task_rules/examples_with_subdocs.md @@ -1,146 +1,124 @@ -# Worked example — agreement with attached subdocuments (levels 0–7) +# Worked example — agreement with attached subdocuments (depths 0–7) This example shows how the +1 subdocument penalty propagates. It is -SYNTHETIC — built to exercise every level from 0 through 7. The actual -SEC corpus rarely goes deeper than level 5, but the parser supports the -full range. +SYNTHETIC — built to exercise every nesting depth from 0 through 7 +(the `level` field in JSONL records). The actual SEC corpus rarely +goes deeper than depth 5, but the parser supports the full range. -## Source structure (synthetic agreement with nested subdocs) - -``` -[SEC envelope, dropped from JSONL] -EXHIBIT 10.99 - -[main contract] -ACME CO. -SHAREHOLDERS AGREEMENT -THIS SHAREHOLDERS AGREEMENT… - -WITNESSETH THAT: -WHEREAS, … - -1. Definitions - (a) "Affiliate" means… - (i) any direct or indirect owner of more than 10%… - -2. Voting Rights - (a) Each Share shall be entitled to one vote. - -[signature block] -ACME CO. -By: /s/ Jane Doe - -[FIRST subdocument — adds +1 penalty to its descendants] -EXHIBIT A — FORM OF JOINDER -THIS JOINDER AGREEMENT is entered into… +The example uses the same structural rules as the main-agreement +example: title alone at depth 0, every direct child of the agreement +at depth 1, their children at depth 2, etc. The subdocument penalty +adds +1 to every descendant of a real subdocument (cls in +`{exhibit, schedule, appendix, annex}`, `is_envelope=False`, with +descriptive title text). -WHEREAS, the undersigned wishes to become a party… - -1. Joinder - (a) The undersigned hereby joins the Shareholders Agreement. - (i) Effective on the date of this Joinder. - -[NESTED subdocument — adds another +1 penalty] -SCHEDULE 1 TO EXHIBIT A — TRANSFER TERMS - -THIS SCHEDULE OF TRANSFER TERMS sets out… - -1. Permitted Transferees - (a) An Affiliate of the holder. - (i) Any direct subsidiary. - -[DOUBLY-NESTED subdocument — third +1 penalty] -ANNEX I TO SCHEDULE 1 — DEFINITIONS - -THIS ANNEX defines the terms used in the Schedule. +## Source structure (synthetic agreement with nested subdocs) -1. Listed Terms - (a) "Subsidiary" means an entity controlled by the holder. - (i) Direct ownership of more than 50% of voting power. ``` - -## Expected JSONL output (excerpt, levels annotated) - -```jsonl -[main contract — no penalty] -{"level":1, "span":"ACME CO."} -{"level":0, "span":"SHAREHOLDERS AGREEMENT\nTHIS SHAREHOLDERS AGREEMENT…"} -{"level":1, "span":"WITNESSETH THAT:\nWHEREAS, …"} -{"level":2, "span":"1. Definitions"} -{"level":3, "span":"(a) 'Affiliate' means…"} -{"level":4, "span":"(i) any direct or indirect owner of more than 10%…"} -{"level":2, "span":"2. Voting Rights"} -{"level":3, "span":"(a) Each Share shall be entitled to one vote."} -{"level":1, "span":"ACME CO.\nBy: /s/ Jane Doe"} - -[Exhibit A — first subdoc, penalty=1 applies to its descendants] -{"level":1, "span":"EXHIBIT A — FORM OF JOINDER\nTHIS JOINDER AGREEMENT is entered into…"} -{"level":2, "span":"WHEREAS, the undersigned wishes to become a party…"} # was 1, +1 -{"level":3, "span":"1. Joinder"} # was 2, +1 -{"level":4, "span":"(a) The undersigned hereby joins…"} # was 3, +1 -{"level":5, "span":"(i) Effective on the date of this Joinder."} # was 4, +1 - -[Schedule 1 — nested in Exhibit A, penalty=2] -{"level":2, "span":"SCHEDULE 1 TO EXHIBIT A — TRANSFER TERMS\nTHIS SCHEDULE…"} # was 1, +1 -{"level":3, "span":"1. Permitted Transferees"} # was 2, +1 (the Schedule's +1 applies to ITS internals, but Schedule itself is at +1 from Exhibit A's penalty) - # i.e., 2 (numbered) + 1 (Exhibit) + 0 (just Schedule's title row, not its descendants) = 3 - # WAIT — let me re-read the rule below +[main agreement body] +MASTER AGREEMENT +THIS MASTER AGREEMENT… (preamble) +RECITALS +1. Term and Termination + (a) Initial Term… + (b) Renewal… +2. Definitions +3. Confidentiality + +[1st-level subdoc] +EXHIBIT A — FORM OF NOTICE +1. Scope of Notice + (a) Required Recipients + (i) by certified mail… + (A) addressed to "Chief Officer" + (1) with delivery confirmation + +[1st-level subdoc, second one] +SCHEDULE 2 — DEFINITIONS + +[2nd-level subdoc — Exhibit B contains Annex I] +EXHIBIT B — INTERIM PROCEDURES +1. Procedures +ANNEX I — WIRE INSTRUCTIONS + (a) Bank Details + (i) Routing + (A) ACH protocol + (1) initiation cutoff + +[3rd-level subdoc — deepest example] +EXHIBIT C — FORM OF AMENDMENT +APPENDIX C-1 — TEMPLATE +SCHEDULE C-1-α — SETTLEMENT MATRIX + (a) Tier Calculation + (i) Annual Volume + (A) Threshold ``` -## A precise statement of the penalty rule - -(Easier to state as code than English.) - -For each section, the parser computes: -- `remapped` — the inferred standalone level (0 for the root agreement, - 1 for the title, 2 for "1.", 3 for "(a)", 4 for "(i)", etc.). -- `subdoc_penalty` — the count of REAL subdocument ancestors (subdoc- - class containers ABOVE this section, EXCLUDING the SEC envelope). It - starts at 0 at the document root. -- `effective_level = remapped + subdoc_penalty`. - -When recursing into a section's children, `child_penalty` is: -- `subdoc_penalty + 1` if the section is a real subdocument (subdoc - class AND not the SEC envelope). -- `subdoc_penalty` otherwise. - -So the SUBDOC HEADER itself sits at `1 + parent_penalty` (because EXHIBIT/ -SCHEDULE/ANNEX patterns map to remapped=1). Its DIRECT descendants get -`parent_penalty + 1` applied. - -## Worked level table for the synthetic example - -| section | standalone level | ancestor subdocs | emitted level | -|----------------------------------------------|------------------|------------------|---------------| -| SHAREHOLDERS AGREEMENT (main title) | 0 | 0 | 0 | -| ACME CO. (party block) | 1 | 0 | 1 | -| WHEREAS recital | 1 | 0 | 1 | -| "1. Definitions" | 2 | 0 | 2 | -| "(a) 'Affiliate' means…" | 3 | 0 | 3 | -| "(i) any direct or indirect owner…" | 4 | 0 | 4 | -| EXHIBIT A — FORM OF JOINDER (subdoc header) | 1 | 0 | 1 | -| WHEREAS inside Exhibit A | 1 | 1 (Exhibit A) | 2 | -| "1. Joinder" inside Exhibit A | 2 | 1 | 3 | -| "(a)" inside Exhibit A | 3 | 1 | 4 | -| "(i)" inside Exhibit A | 4 | 1 | 5 | -| SCHEDULE 1 (subdoc header inside Exhibit A) | 1 | 1 (Exhibit A) | 2 | -| "1." inside Schedule 1 | 2 | 2 | 4 | -| "(a)" inside Schedule 1 | 3 | 2 | 5 | -| "(i)" inside Schedule 1 | 4 | 2 | 6 | -| ANNEX I (subdoc header inside Schedule 1) | 1 | 2 | 3 | -| "1." inside Annex I | 2 | 3 | 5 | -| "(a)" inside Annex I | 3 | 3 | 6 | -| "(i)" inside Annex I | 4 | 3 | 7 | - -So levels 5, 6, and 7 only appear when content is nested 1, 2, or 3 -subdocuments deep. The parser supports the full range; whether a -particular SEC filing actually exercises it depends on the doc. - -## Edge cases - -- A subdocument header SECTION whose body is empty AND that has children - is still treated as a real subdocument; its descendants get +1. -- The SEC envelope (FIRST exhibit-class section per idx) does NOT count. - Its descendants are "the main agreement" and get penalty=0. -- A section whose `cls` is something else (`predicted header`, - `promoted text leaf`, `introduction`) never adds penalty. +## Expected depths + +For the **main agreement** body (no subdoc penalty applied): + +| element | depth | +|------------------------------|-------| +| "MASTER AGREEMENT" (title) | 0 | +| preamble paragraph | 1 | +| RECITALS block | 1 | +| "1. Term and Termination" | 1 | +| "(a) Initial Term…" | 2 | +| "2. Definitions" | 1 | +| "3. Confidentiality" | 1 | + +For **EXHIBIT A** (1st-level subdoc; descendants get +1 penalty): + +| element | base | +penalty = depth | +|------------------------------|------|------------------| +| "EXHIBIT A — FORM OF NOTICE" | 1 | 1 (header itself at depth 1; the subdoc HEADER doesn't get its own penalty) | +| "1. Scope of Notice" | 1 | 2 (first body clause inside one subdoc) | +| "(a) Required Recipients" | 2 | 3 | +| "(i) by certified mail…" | 3 | 4 | +| "(A) addressed to…" | 4 | 5 | +| "(1) with delivery…" | 5 | 6 | + +For **EXHIBIT B > ANNEX I** (2nd-level subdoc — Annex inside Exhibit; +descendants get +2): + +| element | base | +penalty = depth | +|------------------------------------------|------|------------------| +| "EXHIBIT B — INTERIM PROCEDURES" | 1 | 1 | +| "1. Procedures" (under Exhibit B) | 1 | 2 | +| "ANNEX I — WIRE INSTRUCTIONS" | 1 | 2 (subdoc inside subdoc — header at depth 2) | +| "(a) Bank Details" (inside Annex) | 2 | 4 | +| "(i) Routing" | 3 | 5 | +| "(A) ACH protocol" | 4 | 6 | +| "(1) initiation cutoff" | 5 | 7 | + +For **EXHIBIT C > APPENDIX C-1 > SCHEDULE C-1-α** (3rd-level subdoc): + +| element | base | +penalty = depth | +|------------------------------------------|------|------------------| +| "EXHIBIT C — FORM OF AMENDMENT" | 1 | 1 | +| "APPENDIX C-1 — TEMPLATE" | 1 | 2 | +| "SCHEDULE C-1-α — SETTLEMENT MATRIX" | 1 | 3 | +| "(a) Tier Calculation" | 2 | 5 | +| "(i) Annual Volume" | 3 | 6 | +| "(A) Threshold" | 4 | 7 | + +## Why this stops at depth 7 + +The rubric ceiling is 7. The combination "fifth-deepest item inside +three levels of subdocuments" reaches depth 7 already (5 + 2 = 7 in +the simplest path, or 4 + 3 = 7 via the deepest subdoc nest). Going +deeper would require both deeper structural nesting AND deeper subdoc +nesting at the same time, which we have not seen in the EX-10 corpus. + +`freeze.py` rejects any record with depth > 7 as evidence the parser +captured noise instead of structure. + +## Order field + +`order` is global within the idx — it doesn't reset for subdocuments. +The first emitted span is `order=0` and the counter increments by 1 +for each subsequent span, regardless of which (sub-)subdocument the +span belongs to. The combination of `order` and `level` lets a +downstream consumer reconstruct both the linear sequence and the tree +hierarchy without relying on JSON key ordering. diff --git a/task_rules/freeze_command.md b/task_rules/freeze_command.md index cd52e30..9a1d5fb 100644 --- a/task_rules/freeze_command.md +++ b/task_rules/freeze_command.md @@ -2,15 +2,15 @@ ## When to run -Only after you have re-run the parser AND visually confirmed the JSONL -output for the current idx matches the rubric. Freezing a wrong output -locks it in as the "golden" baseline and contaminates every future -regression check. +Only after you have re-run the parser AND confirmed the JSONL output +for the current idx is rubric-compliant. Freezing a wrong output locks +it in as the "golden" baseline and contaminates every future regression +check. ## Command (copy-paste from repo root) ```bash -cd /Users/arthrod/temp/T/clause-extract/clause-extract +cd /Users/arthrod/temp/T/clause-extract uv run scripts/level_loop/freeze.py # freezes state.current_idx # OR explicitly: uv run scripts/level_loop/freeze.py 0 # freezes idx=0 @@ -20,9 +20,15 @@ uv run scripts/level_loop/freeze.py 0 # freezes idx=0 1. Reads `data/auto_parse/parse_doc2dict_with_config_nodes.jsonl`. 2. Filters to records for the requested idx. -3. Writes them verbatim (full spans, no truncation) to +3. Runs the **rubric validation gate** and the **monkey-patch + detector** (see below). Refuses to freeze on violations. +4. Runs the **blocking reconstruction gate** comparing concat-of-spans + to the source-of-truth (see below). Refuses the freeze if word + coverage is below 90% (per [`../docs/DECISIONS.md`](../docs/DECISIONS.md) + §10). +5. Writes the records verbatim (full spans, no truncation) to `data/auto_parse/level_freeze/frozen/idx_.jsonl`. -4. Updates `state.json`: appends idx to `frozen[]` and a `freeze` entry +6. Updates `state.json`: appends idx to `frozen[]` and a `freeze` entry to `history[]`. ## Stale-file guard @@ -38,14 +44,14 @@ git checkout), pass `--force`: uv run scripts/level_loop/freeze.py 0 --force ``` -## Rubric validation gate +## Rubric validation gate (blocking) `freeze.py` validates the records against the rubric and **refuses to write the baseline** if any of these are violated: -1. Exactly ONE level-0 record per idx. Zero or many ≥ 2 → reject. -2. Max level ≤ 7 (4 + 3 levels of subdoc nesting). Anything higher - means the parser captured noise (post-signature press-release +1. Exactly ONE depth-0 record per idx. Zero or 2+ → reject. +2. Max depth ≤ 7 (4 + 3 levels of subdoc nesting). Anything higher + means the parser captured noise (post-signature trailer boilerplate, page-footer artifacts, …). 3. The first JSONL record must NOT be the SEC envelope marker ("EXHIBIT 10.25" et al.). The parser is supposed to drop it. @@ -71,6 +77,46 @@ try again. reviewed the violations and concluded the document genuinely cannot be expressed in the rubric (extremely rare). +## Reconstruction gate (blocking) + +The parser's stated goal is that concatenating the JSONL spans for one +idx in line order reconstructs the source. `freeze.py` enforces this as +a **hard gate**: a freeze is refused if the reconstruction misses ≥ 5% +of the source's unique words. + +``` +word_coverage_pct = |source_words ∩ reconstructed_words| / |source_words| × 100 +char_ratio_pct = len(reconstructed) / len(source) × 100 +``` + +where `source` is `parse_source_of_truth.jsonl[idx].span_clean` and +`reconstructed` is the concat of all `span` values in JSONL line order +for this idx. Both texts are lowercased and whitespace-collapsed before +the word-set / char-length comparison. + + - **Pass** at word coverage ≥ 90% — printed as + `reconstruction OK: word_coverage=X.X% char_ratio=Y.Y%`. + - **Fail** at word coverage < 90% — freeze refused. The error + includes the percentage, char ratio, count of missing words, and + a sample of the missing words so the agent can localize the gap. + +The 90% bar comes from [`../docs/DECISIONS.md`](../docs/DECISIONS.md) +§10. Mean coverage across the corpus must clear 90% for the parser to +be considered acceptable; this freeze gate enforces the bound per-idx +so individual baselines can't sneak in below the bar. + +Why blocking, not advisory: reconstruction faithfulness is the +parser's only goal (slice the HTML into clauses such that concat +reproduces the source). A freeze that fails reconstruction has +captured a structure that loses content — locking that as a golden +baseline contaminates everything downstream. Better to refuse the +freeze and force the agent to find a slicing that recovers the words. + +If a particular document genuinely cannot reach 90% (e.g. the +source-of-truth bs4 extraction itself dropped content), the human +operator can pass `--force` after explicit review. That's the escape +hatch; do not use it programmatically. + ## Common error: refuses to overwrite If `idx_.jsonl` already exists, freeze refuses without `--force`. diff --git a/task_rules/level_rubric.md b/task_rules/level_rubric.md index 4774a5c..69832ca 100644 --- a/task_rules/level_rubric.md +++ b/task_rules/level_rubric.md @@ -1,31 +1,136 @@ -# Level rubric — 0 through 7 +# Level rubric — nesting depth 0 through 7 + +## The parser's only goal + +Slice each agreement's HTML into clauses with hierarchy — clause **text** +plus structural **nesting depth** — so that concatenating the slices in +document order reconstructs the source document faithfully. + +That single criterion drives parser quality. The `level` field is the +clause's 0-indexed nesting depth. If concat-of-spans doesn't reproduce +the source for an idx, the parser is wrong for that idx — regardless of +how clever its depth assignments look. + +## Scope: every kind of agreement is in scope + +The corpus is SEC EX-10 attachments, but the agreements themselves come +in many shapes. **Document type does not matter.** All of these are +in-scope and should be parsed by the same rubric: + + - Private bilateral contracts (credit agreements, license deals). + - Public / regulated agreements (government contracts and + amendments, e.g. SF-30; tariff schedules). + - International / cross-border contracts. + - **Unilateral agreements**: guaranties, options, releases, + designations of agent, irrevocable proxies — where only one + party makes a binding promise. + - Multilateral and complex tri-party agreements. + +What's *not* in scope is **non-agreement metadata** — see +[`scope_rule.md`](scope_rule.md). That's filing-context content +surrounding the agreement (the SEC `` envelope, post- +signature filing trailers like press releases or company boilerplate). +Those get tagged `scope="trailer"` and stay out of the JSONL; they do +not affect which agreement types we accept. + +## Title is the root of the agreement + +The agreement's **title** is its identifier. It is the semantic root +of the agreement's tree. Every clause in the agreement is a descendant +of the title; depth is measured by ancestry from the title down. + +This gives the scope rule a single, purely structural criterion: + +> **If a record cannot be placed as a descendant of the agreement +> title, it is not part of the agreement.** + +No phrase matching. No case-by-case scope judgment. The model handles +the awkward edges cleanly: + + - **Pre-title cover wedges** — registrant short name, exhibit tag, + filing date stamp, anything that appears BEFORE the agreement title + in document order. The title doesn't yet exist at that point, so + these can't descend from it. → out of scope. Dropped from the JSONL. + - **Post-signature filing trailers** — press releases, forward- + looking-statement boilerplate, contact-info blocks, page footers. + They appear AFTER the signature subtree, which is the agreement's + last L1 descendant. They sit outside the title's subtree. → out of + scope. + - **Real attached subdocuments** — "EXHIBIT A — FORM OF NOTICE", + "SCHEDULE 2 — DEFINITIONS", an "ANNEX I" addendum. They appear + inside the agreement body, attached to or referenced by the main + agreement. They DO descend from the title. → in scope, with a +1 + depth penalty (see "Subdocument depth penalty" below). + +### Why the word "Exhibit" can be in OR out of scope + +Both the SEC filing envelope ("EXHIBIT 10.25") and a real attached +subdocument ("EXHIBIT A — FORM OF NOTICE") use the word "EXHIBIT". +They are different things, distinguished by **structure**, not by the +word: + +| feature | "EXHIBIT 10.25" (envelope) | "EXHIBIT A" (attached subdoc) | +|--------------------------|----------------------------|-----------------------------------------| +| position in document | BEFORE the agreement title | AFTER / inside the main body | +| body | empty (just the tag) | substantive (form text, defined terms) | +| `cls` | `exhibit` | `exhibit` | +| `is_envelope` | `True` | `False` | +| descended from title? | NO (precedes title) | YES (referenced by / attached to body) | +| in JSONL? | DROPPED | INCLUDED, +1 depth penalty | + +Same word, opposite scope decisions, decided structurally. The parser +does not blocklist "EXHIBIT" or any phrase; it inspects descent from +the title. + +## JSONL record shape The parser at `scripts/parse_doc2dict_with_config.py` emits one JSONL -record per parsed unit. Each record has exactly three keys: +record per parsed unit. Each record has exactly four keys: ```json -{"idx": , "level": , "span": "\n"} +{"idx": , "order": , "level": , "span": "\n"} ``` -`level` is a 0-indexed depth into the agreement's structural hierarchy. -The mapping below is the contract. - -## Levels for a STANDALONE agreement (no subdocuments) - -| level | what it represents | examples | + - `idx` — corpus row index. + - `order` — 0-indexed sequence number *within* this idx, in document + order. The first emitted record for idx=N has `order=0`, the next + has `order=1`, and so on. JSON dicts are not ordered; `order` + makes the document sequence explicit so downstream consumers can + reconstruct it regardless of how the JSONL was loaded. + - `level` — **nesting depth** (0-indexed) of this clause within the + agreement's structural hierarchy. The mapping below is the + contract. + - `span` — heading + body verbatim. Concatenating all `span` values + for one `idx` in `order` ascending should reconstruct the source + document's clause text. + +## Nesting depths for a standalone agreement (no subdocuments) + +| depth | what it represents | examples | |-------|--------------------|----------| -| 0 | the agreement itself: the title line + preamble | "INDEMNIFICATION AGREEMENT\nTHIS INDEMNIFICATION AGREEMENT (the 'Agreement') is made…" | -| 1 | top-level headings and recital blocks: party / exhibit metadata, WHEREAS recitals, signature block | "ULURU Inc.", "WITNESSETH THAT:\nWHEREAS…", "INDEMNITEE", "/s/ Vaidehi Shah" | -| 2 | numbered Sections | "1. Indemnity of Indemnitee", "2. Additional Indemnity", "Section 6", "10." | -| 3 | lettered subsections | "(a) Proceedings…", "(b)…", "(c)…" | -| 4 | sub-sub items | "(i)", "(ii)", "(A)", "(B)", "(1)", "(2)" | -| 5 | sub-sub-sub items: deeper roman/letter nesting inside 4-level items | rare in EX-10s but possible | -| 6 | level 5 inside a subdocument (penalty +1) — see below | | -| 7 | level 6 inside a subdocument | | +| 0 | the agreement **title** alone, exactly ONE record per idx | "INDEMNIFICATION AGREEMENT", "CREDIT AGREEMENT", "DESIGNATION OF AGENT AGREEMENT" | +| 1 | every direct child of the agreement — preamble paragraph, recital block, top-level body clauses, signature block | "THIS INDEMNIFICATION AGREEMENT (the 'Agreement') is made…", "WITNESSETH THAT: WHEREAS…", "1. Indemnity of Indemnitee", "ARTICLE I — DEFINITIONS", "/s/ Vaidehi Shah" | +| 2 | direct child of an L1 clause — Sections under an Article, or lettered subsections under a top Section | "Section 1.1 Definitions" (under ARTICLE I), "(a) Proceedings Other Than…" (under "1. Indemnity") | +| 3 | direct child of an L2 clause — lettered under Sections-under-Articles, or roman/letter/digit items under (a) | "(a) Definitions" (under Section 1.1), "(i) by a majority vote…" (under "(a) Proceedings") | +| 4 | direct child of an L3 clause | rare; deeper roman/letter/digit nesting | +| 5 | direct child of an L4 clause | very rare | +| 6 | depth 5 inside a subdocument (penalty +1) — see below | | +| 7 | depth 6 inside a subdocument | | + +The **first top-level body clause** sits at depth 1 — whether that +clause is an Article (in agreements that use Article/Section nesting) +or a Section (in agreements that go straight to numbered Sections). Its +children are at depth 2. The depth is determined by structural +ancestry, not by what the clause is *called*. + +For documents with a flatter structure (a form, a one-page release, a +unilateral designation), the deeper depths may simply not appear — +that's correct, not a defect. The depths capture structure that exists +in the source. Don't synthesise depth that isn't there. ## SEC envelope drop rule -SEC EDGAR filings wrap each EX-10 contract in a `` envelope +SEC EDGAR filings wrap each EX-10 agreement in a `` envelope whose first visible line is the exhibit number, e.g.: ``` @@ -35,63 +140,99 @@ INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made… ``` -The literal "EXHIBIT 10.25" line is filing metadata, NOT contract -content. The parser drops it from the JSONL output (it is still kept in -the parquet via the `is_envelope=true` flag, so downstream tooling can -recover it). +The literal "EXHIBIT 10.25" line is filing metadata — non-agreement +content. The parser drops it from the JSONL (it is kept in the parquet +via the `is_envelope=true` flag, so audit tooling can recover it). Mechanically: the FIRST section per idx whose `cls` is one of `exhibit / schedule / appendix / annex` is treated as the envelope. Its -descendants — i.e. the actual contract — are NOT subject to the +descendants — i.e. the actual agreement — are NOT subject to the subdocument penalty (see below). -## Subdocument level penalty +## Subdocument depth penalty -A real subdocument is an attached document inside the main contract: +A real subdocument is an attached document inside the main agreement: "EXHIBIT A — FORM OF NOTICE", "SCHEDULE 2 — DEFINITIONS", an "ANNEX I" -addendum, etc. These appear AFTER the main contract body, not in the +addendum, etc. These appear AFTER the main agreement body, not in the SEC-envelope position. -Each level of subdocument nesting adds **+1** to the level of every -descendant. The subdocument header itself sits at level 1 of the +Each level of subdocument nesting adds **+1** to the depth of every +descendant. The subdocument header itself sits at depth 1 of the enclosing document (or higher if itself nested). -Example: if a section pattern matches "(a)" inside a top-level -subdocument, its inferred level is 3 (lettered subsection) and its -emitted level is `3 + 1 = 4`. If the same "(a)" appears inside an -exhibit-inside-an-exhibit, the emitted level is `3 + 2 = 5`. - -The rule extends the rubric naturally up to level 7: +Example: a top-level Section inside a subdocument starts as depth 1 +under its enclosing subdoc structure; the +1 subdoc penalty bumps it +to depth 2. A lettered `(a)` subsection inside that Section is depth +2 → 3. A `(i)` further inside is depth 3 → 4. For a subdoc inside a +subdoc, add +2; for three levels of subdoc nesting, +3 (ceiling 7). -| context | (a) becomes | (i) becomes | -|------------------------------------------|-------------|-------------| -| main agreement | 3 | 4 | -| inside one subdocument | 4 | 5 | -| inside subdoc-inside-subdoc | 5 | 6 | -| inside subdoc-inside-subdoc-inside-subdoc | 6 | 7 | +| context | first body clause | (a) becomes | (i) becomes | +|---------------------------------------------|-------------------|-------------|-------------| +| main agreement | 1 | 2 | 3 | +| inside one subdocument | 2 | 3 | 4 | +| inside subdoc-inside-subdoc | 3 | 4 | 5 | +| inside subdoc-inside-subdoc-inside-subdoc | 4 | 5 | 6 | Three levels of subdoc nesting is the practical ceiling — most filings -top out at one level (a single attached exhibit). The rubric supports -deeper. - -## What "match the rubric" means in practice - -Run the parser, look at the JSONL for the current idx, and check three -things: - -1. **There is exactly ONE level-0 record per idx**, and it's the - agreement's title + preamble. Multiple level-0s indicate the parser - misread the document structure. -2. **The level distribution is monotonically non-increasing in count** - for typical agreements (more L3 records than L2, more L2 than L1). - Exceptions are rare and worth noting. -3. **No "EXHIBIT " envelope marker** appears in the JSONL — - that should be dropped. If it shows up, the envelope detection - failed. +top out at one level. The rubric supports deeper through depth 7. + +## What "matches the rubric" means in practice + +Run the parser, look at the JSONL for the current idx, and check: + +1. **Exactly ONE depth-0 record per idx** — the agreement's title + alone. Multiple depth-0s indicate the parser misread the document + structure (split into multiple roots, or captured a filing trailer + as a second "agreement"). Zero depth-0s means the parser failed to + identify the title. +2. **Max depth ≤ 7.** Anything higher means the parser captured noise + (post-signature trailer boilerplate, page-footer artifacts). +3. **The first record is not the SEC envelope marker.** "EXHIBIT + 10.25" with no body should be dropped (envelope detection). +4. **`order` is monotonic** within each idx (0, 1, 2, …) and matches + document order — first emitted span is `order=0`. +5. **No filing-trailer boilerplate captured.** See + [`scope_rule.md`](scope_rule.md) for what "filing trailer" means + and how it's filtered structurally. + +The depth distribution is whatever the document's structure produces. +A flat unilateral designation will have one depth-0, several depth-1 +records, and maybe nothing deeper — that is correct. + +## Reconstruction faithfulness — the blocking gate + +The rubric checks above are necessary but not sufficient. The real test +is reconstruction: take all spans for one idx ordered by `order`, +concatenate them, and compare to +`parse_source_of_truth.jsonl[idx].span_clean` (the bs4 plain-text +extraction of the source HTML). + +Two measurements (computed by +[`scripts/measure_reconstruction.py`](../scripts/measure_reconstruction.py) +and enforced by `freeze.py`): + + - **word coverage**: |source_words ∩ reconstructed_words| / + |source_words| × 100. 100% means every unique word in the source + appears at least once in the reconstruction. + - **char ratio**: len(reconstructed) / len(source) × 100. Around + 100% means the reconstruction has the same character volume; far + below means content was dropped; far above means content was + duplicated. + +Project bar (from [`../docs/DECISIONS.md`](../docs/DECISIONS.md) §10): +**word coverage ≥ 90% per idx.** `freeze.py` enforces this as a +**blocking gate** — a per-idx reconstruction below 90% refuses the +freeze and prints the missing-word sample so the agent can localize +the gap. The bar is per-idx, not just per-corpus, so individual +baselines can't sneak in below the line. ## See also - [`examples_main_agreement.md`](examples_main_agreement.md) — fully - worked example for a typical Indemnification Agreement. + worked example for a typical Indemnification Agreement (no subdocs). - [`examples_with_subdocs.md`](examples_with_subdocs.md) — fully - worked example showing the +1 penalty in action. + worked example showing the +1 subdocument penalty in action. +- [`scope_rule.md`](scope_rule.md) — agreement-vs-trailer + classification using the structural scope rule. +- [`freeze_command.md`](freeze_command.md) — what the freeze + validator checks and the 90% reconstruction gate. diff --git a/task_rules/regress_command.md b/task_rules/regress_command.md index 1b40e34..8821c9f 100644 --- a/task_rules/regress_command.md +++ b/task_rules/regress_command.md @@ -9,7 +9,7 @@ manually first to see specific diffs if something fails. ## Command (copy-paste from repo root) ```bash -cd /Users/arthrod/temp/T/clause-extract/clause-extract +cd /Users/arthrod/temp/T/clause-extract uv run scripts/level_loop/regress.py # check every frozen idx # OR uv run scripts/level_loop/regress.py --idx 0 # check just one diff --git a/task_rules/scope_rule.md b/task_rules/scope_rule.md index 6fca5a6..8ddb7ff 100644 --- a/task_rules/scope_rule.md +++ b/task_rules/scope_rule.md @@ -1,4 +1,22 @@ -# Scope rule — what is "the agreement" vs filing-trailer noise +# Scope rule — what is "the agreement" vs filing-context noise + +## Document type is irrelevant — all agreements are in scope + +The parser treats every agreement type the same way: private bilateral +contracts, **government contracts and amendments** (e.g. SF-30 +modifications), international/cross-border agreements, **unilateral +instruments** (guaranties, options, releases, designations of agent, +irrevocable proxies), multilateral / tri-party agreements. The +structural patterns it relies on (signature lines, attached +subdocuments with descriptive titles, numbered/lettered clause +markers) are common across all of these. Do not add code paths that +branch on document class. + +The only thing the scope rule filters out is **non-agreement +metadata**: filing context that travels with the SEC EX-10 +attachment but isn't part of the agreement itself. + +## Non-agreement metadata, structurally SEC EDGAR filings frequently include filing-context content surrounding the agreement: cover-page exhibit numbers, page-numbered TOCs, post- @@ -108,7 +126,10 @@ The following are NOT allowed in the parser implementation: structural rule. - Capping levels (clamp `depth` to 7, etc.) to bypass validator checks while leaving content in the JSONL. +- Document-class-specific code paths (`if is_government_contract:`, + `if is_unilateral:`). The scope rule operates on structure, not on + what category of agreement the document is. The validator scans the parser source for these patterns and rejects -the freeze if found. See [`task_rules/freeze_command.md`](freeze_command.md) +the freeze if found. See [`freeze_command.md`](freeze_command.md) for what the validator looks at. diff --git a/task_rules/turn_prompt.md b/task_rules/turn_prompt.md index 9cc7bec..70613ce 100644 --- a/task_rules/turn_prompt.md +++ b/task_rules/turn_prompt.md @@ -13,36 +13,74 @@ The fields below in `{braces}` are filled by `prompt.py`. ``` # clause-extract level-tuning loop — single turn -Your job in this turn is to tune `parse_doc2dict_with_config.py` (or the -mapping config it depends on) so that ONE source agreement parses with -levels that match the rubric below — without breaking any previously -frozen samples. +The parser's only goal is to slice the source HTML into clauses with +hierarchy — clause text plus nesting depth — so that concatenating +the spans in document order reconstructs the source faithfully. You +are tuning `parse_doc2dict_with_config.py` (or its mapping config) +so that ONE source agreement parses correctly under that goal, without +breaking any previously frozen samples. Each turn has fresh context. There is no memory between turns. Read the state, make the minimal change, freeze, advance, exit. -## Level rubric (the contract) - -Levels are 0-indexed depths in the parsed tree. For a typical -EX-10 agreement (e.g. an Indemnification Agreement) the expected mapping is: - - - Level 0 → the agreement itself (single root) - - Level 1 → top-level headings and recital blocks (party / exhibit - metadata, WITNESSETH/WHEREAS recitals, signature block) - - Level 2 → numbered Sections: "1.", "2.", "10.", "Section 1.1" - - Level 3 → lettered subsections: "(a)", "(b)", "(c)" - - Level 4 → sub-sub items: "(i)", "(ii)", "(A)", "(B)", "(1)", "(2)" +## What counts as "in scope" + +ALL agreement types are in scope: private contracts, government +contracts and amendments (e.g. SF-30), international agreements, +unilateral instruments (guaranties, options, releases, designations), +multi-party agreements. Document type does not matter to the parser; +the structural patterns it detects are common across all of these. + +Out of scope is **non-agreement metadata** only — the SEC envelope +("EXHIBIT 10.x"), post-signature filing trailers (press releases, +About-Company, forward-looking statements, contact blocks). See +`task_rules/scope_rule.md` for the structural rule. + +## Rubric: nesting depth 0–7 + +`level` in each JSONL record is the clause's nesting depth in the +agreement's structural hierarchy. Each record also carries `order` +— a 0-indexed sequence number within the idx, document order — so +consumers can reconstruct the linear sequence without relying on +JSON key ordering. Standalone agreement (no subdocuments): + + - Depth 0 → the agreement **title alone** (exactly one record per + idx). The preamble is NOT depth 0. + - Depth 1 → every direct child of the agreement: the preamble + paragraph, the recitals block, **each top-level body + clause** (Article when the doc uses Article/Section + nesting, otherwise the numbered Section), and the + signature block. + - Depth 2 → direct children of L1 clauses: Section under Article, + or lettered "(a)/(b)/(c)" subsection under a top + Section. + - Depth 3 → direct children of L2 clauses: lettered "(a)" under + Section-under-Article, or roman/letter/digit items + "(i)/(A)/(1)" under "(a)". + - Depth 4+ → deeper nesting. Subdocument penalty: each attached subdocument (cls=exhibit/schedule/ -appendix/annex with content, NOT the SEC envelope) adds +1 to every -descendant's level. See task_rules/level_rubric.md for full details. +appendix/annex with descriptive title, NOT the SEC envelope) adds +1 +to every descendant's depth. Ceiling 7. See +`task_rules/level_rubric.md` for full details and worked examples. -## Source of truth +If the document is structurally flat (a one-page release, a unilateral +designation, a form with numbered fields), the deeper depths may +simply not appear. That is correct — depths capture structure that +exists, don't synthesise depth that doesn't. + +## Source of truth and reconstruction `data/auto_parse/parse_source_of_truth.jsonl` — bs4 plain-text -extraction of each source HTML. The reconstruction (concat of parser -spans for one idx) should approximate `span_clean[idx]`. Levels graded -against the rubric. +extraction of each source HTML. The reconstruction test: +concat-of-spans for one idx ≈ `span_clean[idx]`. + +`scripts/measure_reconstruction.py` computes per-idx word coverage +and char ratio. The freeze step **refuses** the freeze if word +coverage for this idx is below 90% (project bar from +`docs/DECISIONS.md` §10). A reconstruction failure is on equal +footing with a rubric violation: fix the parser so spans recover +the source words, then re-run the parser and freeze again. ## Current state @@ -70,13 +108,15 @@ full JSONL has the unbounded text.) ## Workflow for THIS turn -1. Read the source-of-truth and current output. Decide the minimal edit. +1. Read the source-of-truth excerpt and the current parser output + above. Decide the minimal edit that makes the parse reconstruct + the source under the rubric. 2. Edit `clause-extract/scripts/parse_doc2dict_with_config.py` and/or `clause-extract/src/clause_extract/agreement_config.py`. Keep edits minimal — adjust ONE pattern or rule. -3. Re-run the parser on idxs 0..{current_idx} (use ABSOLUTE paths): +3. Re-run the parser on idxs 0..{current_idx} (ABSOLUTE paths): cd {repo_dir_abs} && \ uv run scripts/parse_doc2dict_with_config.py \ @@ -89,18 +129,37 @@ full JSONL has the unbounded text.) idx={current_idx} matches the rubric. `ls -la` it first to confirm the mtime is recent — a stale jsonl would silently freeze wrong data. -5. Freeze the corrected output: +5. Investigate reconstruction quality: + + uv run scripts/measure_reconstruction.py --idx {current_idx} + + Read the word coverage and char ratio for idx={current_idx}. **Word + coverage < 90% is a HARD FAIL at freeze time** (per + `docs/DECISIONS.md` §10). If you're below 90%, the parser dropped + real content; find the missing words in the source, locate the + record(s) that should have captured them, and fix the slicing. + +6. Freeze the corrected output: uv run scripts/level_loop/freeze.py {current_idx} -6. Regression check: + freeze.py validates the rubric (exactly 1 depth-0 — the title + alone, max depth ≤ 7, no envelope as first record, monotonic + `order`, no filing-trailer phrases, no forbidden monkey-patch + constructs in the parser source) AND enforces the **90% + reconstruction gate**. Below 90% word coverage → freeze refused. + The error message includes the percentage, char ratio, count of + missing words, and a sample of the missing words; use that to + localize what got dropped, then fix the parser slicing and retry. + +7. Regression check: uv run scripts/level_loop/regress.py Failure here means your edit broke a previously frozen idx. Loop back to step 2 and find a smaller change. -7. Advance: +8. Advance: uv run scripts/level_loop/advance.py @@ -112,6 +171,12 @@ stop. - Edit ONLY `parse_doc2dict_with_config.py` and `agreement_config.py`. - Never edit files under `data/auto_parse/level_freeze/frozen/` by hand. - Never call `freeze.py --force` unless the loop driver tells you to. +- No document-class-specific code paths (`if is_government_contract`, + `if is_unilateral`). The structural rules apply uniformly; if you + feel the need to branch by document class, the rule itself needs + rethinking. +- No phrase blocklists, no level capping, no trailer-keyword regexes — + see `task_rules/scope_rule.md` "Forbidden approaches". - If you cannot satisfy the rubric without breaking a frozen idx, STOP, print why, and exit. The human running the loop will decide. ```