Common use of Operator Clause in Contracts

Operator. a) Encal is hereby appointed Operator of the EJV and agrees that it shall not delegate or assign any of its duties during the Term of this Agreement without the prior consent of Pinnacle, which consent shall not be unreasonably or arbitrarily withheld. b) Encal, as Operator of the EJV, shall make all decisions relating to the management and control of the EJV subject to the terms of this Agreement and the agreement of Pinnacle where expressly required hereunder with Encal's reasonable discretion, which shall be exercised in good faith in a workmanlike manner in accordance with good oil and gas field practice, and which shall be final and binding on the Parties, except as otherwise provided in this Agreement. Subject to the foregoing, the Operator shall: i) explore, develop, manage and operate oil and gas properties; ii) conduct preparatory exploration on behalf of the Parties, which shall include (but not be limited to subsurface mapping, prospect /play purchases, geophysical field surveys, the collection of Basic Geophysical Data together with the necessary interpretations as may from time to time be necessary); iii) select drill sites and arrange for the drilling of the ▇▇▇▇▇ thereon and produce and sell petroleum substances from the respective accounts of the Parties; it being understood that Encal is not warranting that petroleum substances will be sold, only that it shall use its best efforts to market such petroleum substances on the same terms and conditions as it markets its own share; iv) enter into agreements on behalf of the Parties to the EJV for the drilling, participation, development, pooling, farmin, farmout, unitization, joint venture and production of petroleum substances and for the gathering, processing, transportation and sale of same; v) carry insurance, as specified in Clause 311(B) of the Operating Procedure on behalf of the Parties as a charge to the joint account; vi) vote as one on behalf of both Encal and Pinnacle in all matters arising from EJV activities; vii) give receipts, releases and discharges on behalf of the Parties hereto; viii) prior to commencing the drilling of any Well, to review the title of the appropriate holder of the Title Document in accordance with industry standards; and ix) charge overhead and such other costs recoveries to the Parties as are provided in the Accounting Procedure attached to the Operating Procedure, without duplication.

Operator. a(1) Encal is hereby appointed Operator of the EJV and the attached Operating Procedure and agrees that it shall not delegate or assign any of its duties during the Term of this Agreement without the prior consent of Pinnacle, which consent shall not be unreasonably or arbitrarily withheld. b(2) Encal, as Operator of the EJVEJV (but for sake of clarity, excluding any Excluded Lands), shall make all decisions relating to the management and control of the EJV subject to the terms of this Agreement and the agreement of Pinnacle where expressly required hereunder with Encal's reasonable discretion, which shall be exercised in good faith faith, in a workmanlike manner manner, in accordance with good oil and gas field practice, and which shall be final and binding on the Parties, except as otherwise provided in this Agreement. Subject to the foregoing, the Operator shall: i(1) explore, develop, manage and operate oil and gas properties; ii(2) subject to the terms and conditions of this Agreement, conduct preparatory exploration on behalf of the Partiesexploration, which shall include (but not be limited to subsurface mapping, prospect /play prospect/play purchases, geophysical field surveys, the collection of Basic Geophysical Data together with the necessary interpretations as may from time to time be necessary); iii(3) select drill sites and arrange for the drilling of the ▇▇▇▇▇ thereon and produce and sell petroleum substances Petroleum Substances from the respective accounts of the Parties; it being understood that Encal is not warranting that petroleum substances Petroleum Substances will be sold, only that it shall use its best efforts to market such petroleum substances Petroleum Substances on the same terms and conditions as it markets its own share; iv(4) enter into agreements on behalf of the Parties to the EJV for the drilling, participation, development, pooling, farmin, farmout, unitization, joint venture and production of petroleum substances Petroleum Substances and for the gathering, processing, treating, transportation and sale of same; v(5) carry insurance, as specified in Clause 311(B) of the Operating Procedure on behalf of the Parties as a charge to the joint account; vi(6) vote as one on behalf of both Encal and Pinnacle in all matters arising from EJV activities; vii(7) give receipts, releases and discharges on behalf of the Parties hereto; viii) (8) prior to commencing the drilling of any Wellwell, to review the title of the appropriate holder of the Title Document in accordance with industry standards; and ixand (9) charge overhead and such other costs recoveries to the Parties as are provided in the Accounting Procedure attached to the Operating Procedure, without duplication. (3) Notwithstanding any other clauses of this Agreement, should Pinnacle acquire or shoot seismic for its own account, Pinnacle will be solely responsible for any costs and expenses relative thereto.

Operator. a) Encal is hereby appointed Operator of the EJV and agrees that it 4.1 Freeport shall not delegate or assign any of its duties during the Term of this Agreement without the prior consent of Pinnacle, which consent shall not be unreasonably or arbitrarily withheld. b) Encal, act as Operator of the EJV, shall make all decisions relating to the management Property and control of the EJV subject to the terms terms, conditions, and provisions herein set forth, shall have complete charge and control thereof and the management, operation, exploration and development thereof for the Joint Account of the Parties hereto. Freeport, IMC and Felmont are concurrently entering into a separate agreement effective as of the date of this Agreement and entitled "Agreement Designating Acting Operator" whereby Freeport-McMoRan Oil & Gas Company ("FMOG"), a Delaware corporation and an affiliate of Freeport is designated as the agreement "Acting Operator" for the Property, pursuant to the terms and conditions of Pinnacle where expressly required said agreement. Such designation of FMOG as Acting Operator shall not constitute a resignation or termination by Freeport of its duties as Operator hereunder. The Parties hereto recognize and agree that, as a result of FMOG being designated as Acting Operator pursuant to such separate agreement, costs and expenses otherwise paid hereunder with Encal's reasonable discretion, which to Freeport as Operator shall be exercised in good faith in a workmanlike manner in accordance with good oil paid to FMOG as Operator as long as FMOG is Acting Operator under such separate agreement and gas field practicethat Freeport, and which shall be final and binding on the Parties, except as otherwise provided an owner of interest in this Agreement, shall make payments to FMOG for its proportionate share of such costs and expenses, including the overhead charges provided for in the Exhibit "B" attached hereto and made a part hereof for all purposes. Subject Should Operator or any successor Operator hereunder (1) dissolve, liquidate or terminate its corporate existence or partnership structure, (2) become insolvent, bankrupt, or subject to receivership, (3) no longer own an interest in the Property or (4) fail materially to perform its duties hereunder, it shall cease to be Operator hereunder effective as of the date a new Operator is elected. Change of the partnership name or structure of Operator or transfer of Operator's interest to any subsidiary, parent, affiliate, successor corporation or surviving corporation or partnership in consolidation or merger, shall not automatically cause the removal of Operator. 4.2 Operator or any successor Operator may resign its duties as Operator hereunder; provided, however, that the Non-operators shall written notice of such resignation at least sixty (60) days prior to the foregoingeffective date of resignation. 4.3 In the event the total of the Participating Interests owned by Operator and/or any Affiliate or Affiliates of Operator should at any time fall below a percentage equal to 50%, less the lowest percentage Participating Interest owned by a Non-operator at such time, the Non-operators shall have the right to remove the Operator shall: i) explorewithout cause upon 30 days written notice, develop, manage and operate oil and gas properties; ii) conduct preparatory exploration on behalf provided such removal is by the unanimous agreement of the PartiesNon-operators. 4.4 Should any Operator or any successor Operator for any cause cease to be Operator hereunder, which a successor Operator shall include (but not be limited to subsurface mapping, prospect /play purchases, geophysical field surveys, designated by the collection of Basic Geophysical Data together with the necessary interpretations as may from time to time be necessary); iii) select drill sites and arrange for the drilling of the ▇▇▇▇▇ thereon and produce and sell petroleum substances from the respective accounts of the Parties; it being understood that Encal is not warranting that petroleum substances will be sold, only that it shall use its best efforts to market such petroleum substances on the same terms and conditions as it markets its own share; iv) enter into agreements on behalf vote of the Parties owning a majority in interest. If the removed Operator fails to vote or votes only to succeed itself, the successor Operator shall be selected by the affirmative vote of Non-operators having a majority of the interest in the Property remaining after excluding the interest of the removed Operator. Should Operator or any successor Operator hereunder cease to be Operator for any cause, its rights, titles and interests in the Property shall be unaffected by such cessation, but it shall thereupon become one of the Non-operators hereunder and shall henceforth be bound by the terms and provisions hereof, as a Non-operator. 4.5 Any Party hereto designated as Operator to succeed the Operator herein named or any successor Operator shall thereupon succeed to all the duties, powers, obligations, rights and authority given to the EJV Operator herein named with respect to all operations of every kind thereafter conducted on or in respect of the Property. All Equipment acquired for the drilling, participation, development, pooling, farmin, farmout, unitization, joint venture and production of petroleum substances and for the gathering, processing, transportation and sale of same; v) carry insurance, as specified in Clause 311(B) of the Operating Procedure on behalf account of the Parties as a charge and devoted to the joint account; vi) vote as one on behalf of both Encal and Pinnacle in all matters arising from EJV activities; vii) give receipts, releases and discharges on behalf of the Parties hereto; viii) prior operations hereunder shall be surrendered promptly to commencing the drilling of any Well, to review the title of the appropriate holder of the Title Document in accordance with industry standards; and ix) charge overhead and such other costs recoveries to the Parties as are provided in the Accounting Procedure attached to the Operating Procedure, without duplicationappointed successor Operator.

Operator. a) Encal is hereby appointed Operator of the EJV and agrees that it shall not delegate or assign any of its duties during the Term of this Agreement without the prior consent of Pinnacle, which consent shall not be unreasonably or arbitrarily withheld. b) Encal, as Operator of the EJV, shall make all decisions relating to the management and control of the EJV subject 7.1 Subject to the terms and conditions hereof Huffco (or any successor Operator for the Huffington Venturers in respect of petroleum operations under the Huffco Contract chosen under the Huffco Operating Agreement) is hereby designated and agrees to serve as Operator for the Huffington Venturers and the Total Venturers in connection with operations on or in connection with the exploration, development and operation of the Unit Area for the production of Unitized Substances. 7.2 Subject to the provisions of Article 3, Operator, under the terms and conditions set forth herein and in the Production Sharing Contracts, shall carry out and perform all operations on or in connection with the exploration, development and operation of the Unit Area for the production of Unitized Substances. Operator shall exercise all of the rights, powers and privileges with respect to such operations as provided herein, subject only to such restrictions as shall be placed upon Operator by this Agreement and the agreement Unit Operating Committee. Specifically, Operator shall, subject to the provisions of Pinnacle where expressly required hereunder with Encal's reasonable discretion, which shall be exercised in good faith in a workmanlike manner in accordance with good oil and gas field practice, and which shall be final and binding on the Parties, except as otherwise provided in this Agreement. Subject , the Huffco Contract and the Inpex Contract: 7.2.1 Have exclusive control of all operations hereunder and employ all personnel reasonably required therefor; 7.2.2 Acquire all assets, including any equipment, materials and supplies, necessary or desirable for carrying on all operations conducted hereunder; 7.2.3 Represent the Parties with respect to such operations, including but not limited to filing such reports with Pertamina as may be required or as directed by the Unit Operating Committee; 7.2.4 Prepare and submit to the foregoing, Unit Operating Committee proposed programs and Budgets at the Operator shall: i) explore, develop, manage time and operate oil and gas propertiesin the manner set forth in Article 9 hereof; ii) conduct preparatory exploration on behalf of the Parties, which shall include (but not be limited to subsurface mapping, prospect /play purchases, geophysical field surveys, the collection of Basic Geophysical Data together with the necessary interpretations as may 7.2.5 Make from time to time be necessary)such recommendations for the more efficient carrying out of the said operations hereunder as it may consider feasible; iii) select drill sites and arrange for the drilling 7.2.6 Carry out all of the ▇▇▇▇▇ thereon said operations hereunder in a workmanlike manner, in accordance with sound oil field and produce and sell petroleum substances from engineering practices, in compliance with the respective accounts terms of the PartiesInpex Contract and the Huffco Contract and in full compliance with all applicable laws and regulations; it being understood that Encal is provided Operator shall not warranting that petroleum substances will be sold, only that it shall use its best efforts liable to market such petroleum substances on the same terms and conditions as it markets its own shareother Parties except for gross negligence or willful misconduct; iv) enter 7.2.7 Enter into agreements on behalf such contracts as may be required in connection with operations hereunder; 7.2.8 Promptly pay and discharge all costs and expenses incurred in connection with operations hereunder; 7.2.9 Deliver in kind to each of the Parties to at the EJV for the drilling, participation, development, pooling, farmin, farmout, unitization, joint venture and production respective field terminals their respective Participating Interest share of petroleum substances and for the gathering, processing, transportation and sale of same; v) carry insurance, as specified in Clause 311(B) of the Operating Procedure on behalf of the Parties as a charge to the joint account; vi) vote as one on behalf of both Encal and Pinnacle in all matters arising from EJV activities; vii) give receipts, releases and discharges on behalf of the Parties hereto; viii) prior to commencing the drilling of any Well, to review the title of the appropriate holder of the Title Document in accordance with industry standards; and ix) charge overhead and such other costs recoveries to the Parties as are provided in the Accounting Procedure attached to the Operating Procedure, without duplicationUnitized Substances.

Operator. a) Encal is hereby appointed 4.1 Ridgelake shall be designated Operator of for all ▇▇▇▇▇ drilled pursuant to the EJV and agrees that it shall not delegate or assign any of its duties during the Term terms of this Agreement without and shall conduct and direct all operations on the prior consent of Pinnacle, which consent shall not be unreasonably or arbitrarily withheld. b) EncalLeases, as Operator of the EJV, shall make all decisions relating to the management permitted and control of the EJV subject required pursuant to the terms of this Agreement and the agreement JOA attached hereto as Exhibit “D”. 4.2 Notwithstanding the terms of Pinnacle where expressly required hereunder with Encal's reasonable the JOA, the timing and order of Operations shall be at Ridgelake’s sole discretion, which until such time as a Participant has earned a working interest in a particular Lease. Once a Participant has earned a working interest in a Lease, then, insofar and only insofar as said Lease is concerned, the terms of the JOA shall be exercised in good faith in applicable to a workmanlike manner in accordance with good oil and gas field practice, and which shall be final and binding on the Parties, except as otherwise provided in this Agreement. Subject proposal by such Participant relevant to the foregoing, the Operator shall: i) explore, develop, manage and operate oil and gas properties; ii) conduct preparatory exploration on behalf of the Parties, which shall include (but not be limited to subsurface mapping, prospect /play purchases, geophysical field surveys, the collection of Basic Geophysical Data together with the necessary interpretations as may from time to time be necessary); iii) select drill sites and arrange for the drilling of the ▇▇▇▇▇ thereon and produce and sell petroleum substances from the respective accounts of the Parties; it being understood that Encal is not warranting that petroleum substances will be sold, only that it shall use its best efforts to market such petroleum substances or other operations on the same terms and conditions as it markets its own share;Lease. iv) enter into agreements on behalf 4.2.1 It is the intention of the Parties that a well shall be spudded on each Lease prior to the EJV for the drilling, participation, development, pooling, farmin, farmout, unitization, joint venture and production of petroleum substances and for the gathering, processing, transportation and sale of same; v) carry insurance, as specified in Clause 311(B) first day of the Operating Procedure on behalf beginning of the Parties as a charge to the joint account; vi) vote as one on behalf of both Encal and Pinnacle in all matters arising from EJV activities; vii) give receipts, releases and discharges on behalf last year of the Parties hereto; viii) prior primary term of each Lease. However, it is understood and agreed that for various reasons a well may not be spudded on each Lease as anticipated. If a well is not so spudded on a particular Lease before the first day of the beginning of the last year of the primary term for a particular Lease, then it is understood and agreed that a Participant in such Lease may submit a proposal to commencing Ridgelake for the drilling of any Well, to review a well on the title of the appropriate holder of the Title Document particular Lease in accordance with industry standards; the terms of the JOA attached hereto. If Ridgelake agrees to participate in the well proposed by such Participant, then the well shall be drilled in accordance with the terms of this Agreement and ixthe Participants must complete the interest earning operations in order to earn an interest in the Lease. However, if Ridgelake does not agree to proceed with the well, then a Participant in the Lease may proceed to drill the well under the terms of the JOA attached hereto and, if the said well is completed by the Participant, then the Participants in such well shall earn their respective working interests in the Lease (as set forth in Section 3.1 above) charge overhead and such any penalties under the JOA shall be applicable to Ridgelake’s interest in the well. (It is recognized that other costs recoveries parties may be participating in a particular Lease under agreements that are similar to this Agreement. Accordingly, any penalty applicable to Ridgelake’s interest will be proportionately allocated to those parties who have agreed to participate in the well.) 4.2.2 If no well is spudded on a particular Lease before expiration of the Lease, this Agreement shall no longer be applicable to the Parties Lease. However, it is understood and agreed that all money paid to Ridgelake under the terms of this Agreement shall be retained by Ridgelake and that there shall be no refund of any money to Participants. 4.3 Operator shall conduct all Operations in a good an workmanlike manner, but shall have no liability as are provided Operator for losses sustained or liabilities incurred, except as may result from gross negligence or willful misconduct. 4.4 The number of employees used by Operator in conducting operations hereunder, their selection, the Accounting Procedure attached to hours of labor, and the Operating Procedurecompensation for services performed, without duplicationshall be determined by Operator, or its subcontractors, and all employees shall be the employees of Operator or its subcontractor.

Operator. a) Encal A Operator shall be able to operate all numeric computer controlled machines associated with the Architectural Wood- working and Cabinet Making Industry. His skills shall include the ability to read, without supervision, shop drawings and cutting lists, program the computer which operates the machine from either the machine itself or from a remote terminal and choose and match either veneers or solid lumber. A Operator shall be able to operate the numeric computer controlled machine assigned to him. His skills shall include the ability to, without supervision, program the computer, which operates the machine from the machine assigned to him, choose and match either veneers or solid lumber. A 'Machinist-Cabinet Maker 1' shall be able to operate all woodworking machines associated with the Cabinet Making Industry. His skill shall be such that he is hereby appointed Operator able to prepare, grind and hone the cutters and knives, set up and operate all machines without assistance, read layouts or drawings relative to the type of work produced in a cabinet shop, to such an extent as to enable him to carry out any work the particular machine is designed to accomplish. He shall also be able to perform the following operations: Fabricate, assemble and prepare for finishing, cabinets, show- cases or wooden fittings of all types that, by custom and use, have become part the Cabinet Making Industry, from prepared lay-outs, make all joints recognized by the trade and essential for proper construction of the EJV above, including dovetails, mortise and agrees tenon, butt and dowel. His skill and training shall be such that it the 'Machinist-Cabinet Maker 1' is able, without supervision, to make shop drawings, either freehand or computer assisted as well as be able to make cutting lists destined to the machine shop. He shall not delegate be able to choose and match all veneers, act as 'strawboss' with men of lesser skill levels when such men are allotted to him for work that requires two (2) or assign any of its duties during the Term of this Agreement without the prior consent of Pinnacle, which consent shall not be unreasonably or arbitrarily withheld. b) Encalmore men, as Operator of well as train apprentices, when called upon, to perpetuate the EJVtrade. Group Leader "1" A wage earner who, shall while controlling and supervising wage earners, is himself contributing to production and is able, without supervision, to make all decisions relating to the management and control of the EJV subject to the terms of this Agreement and the agreement of Pinnacle where expressly required hereunder with Encal's reasonable discretionshop drawings either freehand or computer assisted, which shall be exercised in good faith in a workmanlike manner in accordance with good oil and gas field practice, and which shall be final and binding on the Parties, except as otherwise provided in this Agreement. Subject to the foregoing, the Operator shall: i) explore, develop, manage and operate oil and gas properties; ii) conduct preparatory exploration on behalf of the Parties, which shall include (but not be limited to subsurface mapping, prospect /play purchases, geophysical field surveys, the collection of Basic Geophysical Data together with the necessary interpretations well as may from time to time be necessary); iii) select drill sites and arrange make cutting lists destined for the drilling of the ▇▇▇▇▇ thereon and produce and sell petroleum substances from the respective accounts of the Parties; it being understood that Encal is not warranting that petroleum substances will be sold, only that it shall use its best efforts to market such petroleum substances on the same terms and conditions as it markets its own share; iv) enter into agreements on behalf of the Parties to the EJV for the drilling, participation, development, pooling, farmin, farmout, unitization, joint venture and production of petroleum substances and for the gathering, processing, transportation and sale of same; v) carry insurance, as specified in Clause 311(B) of the Operating Procedure on behalf of the Parties as a charge to the joint account; vi) vote as one on behalf of both Encal and Pinnacle in all matters arising from EJV activities; vii) give receipts, releases and discharges on behalf of the Parties hereto; viii) prior to commencing the drilling of any Well, to review the title of the appropriate holder of the Title Document in accordance with industry standards; and ix) charge overhead and such other costs recoveries to the Parties as are provided in the Accounting Procedure attached to the Operating Procedure, without duplicationmachine shop.

Operator. (a) Encal DGOC or its Affiliate designee (as applicable, the “DGOC Operator”) will be appointed “operator” of all JV Interests for which a Third Party is hereby appointed not already designated as operator (in such capacity, “Operator”), hereunder and under each DGOC/Oaktree JOA; provided, that (i) the DGOC Operator may Transfer operatorship of any JV Interests to an Affiliate of DGOC (in which case DGOC shall deliver notice thereof to Oaktree prior to effecting such Transfer), (ii) if DGOC does Transfer operatorship of any JV Interests to an Affiliate of DGOC, such Affiliate will assume the EJV and agrees that it shall not delegate or assign any obligations of its duties during the Term of DGOC under this Agreement without the prior consent of Pinnacle, which consent shall not be unreasonably or arbitrarily withheld. b) Encal, as Operator of the EJV, shall make all decisions relating any Associated Agreement to the management and control extent related to DGOC’s status as operator of the EJV subject such JV Interests; provided, that (A) no such Transfer shall be effective until such Affiliate agrees in writing to be bound by the terms and conditions of this Agreement and any applicable Associated Agreement to the agreement extent applicable to DGOC’s status as operator of Pinnacle where expressly required hereunder with Encal's such JV Interests; and (B) unless Oaktree is satisfied (as determined in its reasonable discretion) with the creditworthiness of the transferee Affiliate of DGOC, which shall be exercised no such Transfer will relieve DGOC of any of its or its Affiliates’ obligations under this Agreement or any Associated Agreement in good faith in a workmanlike manner in accordance with good oil and gas field practicerespect of DGOC’s status as operator of the relevant JV Interests, and which shall be final and binding on the PartiesDGOC will remain primarily liable for all such obligations, whether incurred before or after such Transfer, (iii) except as otherwise provided in this Agreement. Subject to the foregoing, the Operator shall: expressly permitted under sub-clause (i) exploreor (iv) of this Section 5.1(a) (or with Oaktree’s prior written consent (which may be withheld in its sole discretion)), develop, manage and operate oil and gas properties; ii) conduct preparatory exploration on behalf no DGOC Operator shall resign as Operator of any of the Parties, which shall include (but not be limited to subsurface mapping, prospect /play purchases, geophysical field surveys, the collection JV Interests under this Agreement or any applicable JOA or otherwise hire a Third Party as a contract operator of Basic Geophysical Data together with the necessary interpretations as may from time to time be necessary); iii) select drill sites and arrange for the drilling any of the JV Interests and (iv) the DGOC Operator may Transfer operatorship of any particular JV Interest to a Third Party in connection with a permitted Transfer by DGOC (or the applicable member of the DGOC Group) to such Third Party of all (or substantially all) of its right, title, interest and estate in and to such particular JV Interest pursuant to Article 9. Oaktree shall vote for and otherwise support the nomination and selection of the applicable DGOC Operator or its permitted transferee as Operator or, if requested in writing by DGOC, any permitted transferee of a member of the DGOC Group, under any JOA or pooling order, unless Oaktree then has the right to remove (or has removed) the DGOC Operator as Operator as to a specific JV Well or J▇ ▇▇▇▇▇ thereon in accordance with Section 5.1(b). Notwithstanding anything to the contrary in this Agreement or otherwise, DGOC shall (and produce shall cause any other applicable DGOC Operator to) use commercially reasonably efforts to not enter into or otherwise become a party to or subject to any pooling order that (x) would reasonably be expected to frustrate or restrict Oaktree’s right to remove any applicable DGOC Operator as Operator as to any specific JV Well or J▇ ▇▇▇▇▇ in accordance with Section 5.1(b) or (y) is otherwise inconsistent with the terms of this Agreement. (b) Any applicable DGOC Operator may be removed as Operator of a JV Well on a Well- by-Well basis for Good Cause relating to such JV Well if (i) Oaktree delivers notice to DGOC of such alleged breach (which notice shall identify the J▇ ▇▇▇▇▇ to which such breach applies) and sell petroleum substances (ii) the applicable DGOC Operator fails to cure such breach within 30 days from receipt of Oaktree’s notice; provided, that with respect to any JV Well drilled pursuant to forced-pooling or unitization Laws, (x) any such removal of any DGOC Operator acting as Operator with respect to any such JV Well shall be in compliance with such applicable Laws and (y) DGOC (and such DGOC Operator) shall cooperate in good faith with Oaktree to ensure that such removal is conducted in compliance with such applicable Laws. Following its removal as Operator hereunder with respect to any JV Well, the respective accounts applicable DGOC Operator shall, for a period of up to six (6) months following removal, continue acting as Operator of such JV Well in accordance with, and subject to the applicable terms set forth in Section 5.1(c) and in Article V.B. of the Partiesapplicable DGOC/Oaktree JOA (and shall cooperate in good faith in connection with any transition of operatorship), subject to Oaktree agreeing to continue to pay DGOC the applicable C▇▇▇▇ overhead rates set forth in the applicable JOA with respect thereto. (c) If any DGOC Operator is removed as Operator for any JV Well pursuant to Section 5.1(b), Oaktree shall have the right to designate a replacement Operator for such JV Well pursuant to the terms of the DGOC/Oaktree JOA; provided, that (i) such replacement Operator must be a Qualified Operator and (ii) with respect to any JV Well drilled pursuant to forced-pooling or unitization Laws, the designated of the replacement Operator shall be done in compliance with such applicable Laws. (d) Subject to the terms of Section 5.1(e), the DGOC Operator may in its sole discretion enter into contracts for services or other agreements in connection with any Operations conducted by or at the direction of DGOC pursuant to, and in accordance with, this Agreement (including, for purposes of clarity, the applicable Operating Budget, or in case of an Emergency and for Excluded Budget Items) or any applicable JOA, which such agreements shall be on customary and competitive terms and conditions. (e) In its capacity as Operator, the DGOC Operator may contract with its Affiliates to provide services, materials, sales or purchases in connection with Operations (in accordance with, and subject to, the applicable Operating Budget, and in the event of an Emergency or with respect to Excluded Budget Items); provided, that (i) no such contract or agreement shall restrict disclosure thereof to Oaktree, (ii) DGOC agrees to provide Oaktree with notice as soon as reasonably practicable following entering into any such Affiliate contract or agreement (or materially amending, modifying and/or supplementing any such contract or agreement), which notice shall include a true and complete copy of any such contract or agreement (including, for purposes of clarity, any material amendment, modification or supplementation of any such agreement or contract) and (iii) all services performed, materials supplied and transactions by or with any such Affiliates shall be performed or supplied pursuant to written agreements and in accordance with customs and standards prevailing in the industry and at competitive rates (no less favorable than the customary, prevailing commercial rates charged at that time for comparable services by non-Affiliates of DGOC in the same geographic region as the applicable JV Interests) and terms when each such pertinent agreement was made, it being understood acknowledged and agreed that Encal is the restrictions set forth in this clause (iii) shall apply regardless of whether Oaktree provides (or otherwise has the right to provide) prior written consent to the applicable Affiliate contract. Except in connection with an Emergency or Excluded Budget Items, the DGOC Operator shall not warranting enter into any contract or group of substantially related contracts with any Affiliates pursuant to this Section 5.1(e) that petroleum substances will could reasonably require expenditures by Oaktree that are not otherwise contemplated by the applicable Operating Budget without the prior written consent of Oaktree, which consent may be soldgranted or withheld in Oaktree’s sole discretion. (f) The DGOC Operator shall, only that it and shall cause its respective Affiliates to, use its best commercially reasonable efforts to market conduct Operations (including entering into contracts for services or other agreements in connection with Operations) in such petroleum substances a manner so as to as to permit and facilitate an Asset Separation with respect to any applicable JV Interests, including, without limitation, receiving consents from applicable Third Parties to transfers of JV Interests and assignments of contracts, permits and other related assets, agreements and instrument from DGOC and other members of the DGOC Group, on the same terms one hand, to Oaktree and conditions as it markets its own share; iv) enter into agreements on behalf other members of the Parties Oaktree Group, on the other hand, and vice versa, including permitting Oaktree (or its applicable Affiliate) to succeed DGOC (or the EJV for applicable DGOC Operator) as Operator of any applicable Acquisition Assets under any applicable JOA. (g) For purposes of this Agreement, “Good Cause” shall be deemed to exist with respect to an Operator with respect to a given JV Well only if such Operator (i) has, with respect to such JV Well, engaged in gross negligence or willful misconduct in the drillingperformance of its obligations under any applicable GC Provision(s) or the JOA applicable to such JV Well in its capacity as Operator with respect to such JV Well or (ii) has, participationwith respect to such JV Well, development, pooling, farmin, farmout, unitization, joint venture and production (A) materially breached or failed to satisfy the applicable standards of petroleum substances and for operation set forth in any applicable GC Provision(s) or Article V.A. (or the gathering, processing, transportation and sale of same; v) carry insurance, as specified in Clause 311(Bequivalent provision) of the Operating Procedure applicable JOA or (B) materially breached or failed to perform any of its material obligations under any applicable GC Provision(s) or the applicable JOA, that, in either case of sub-clause (A) or (B) above, has had, or would be reasonably likely to have a material and adverse effect on behalf Oaktree, such JV Well or any of the Parties as a charge JV Interests that are subject to this Agreement or the joint account; vi) vote as one on behalf of both Encal and Pinnacle in all matters arising from EJV activities; vii) give receipts, releases and discharges on behalf of the Parties hereto; viii) prior to commencing the drilling of any Well, to review the title of the appropriate holder of the Title Document in accordance with industry standards; and ix) charge overhead and such other costs recoveries to the Parties as are provided in the Accounting Procedure attached to the Operating Procedure, without duplicationapplicable JOA.

Operator. a) Encal 4.1 Amerada is hereby appointed Operator of the EJV and agrees that it shall not delegate or assign any of its duties during the Term of this Agreement without the prior consent of Pinnacle, which consent shall not be unreasonably or arbitrarily withheld. b) Encal, to act as Operator of the EJV, shall make all decisions relating to the management under and control of the EJV subject to the terms of this Agreement Agreement. 4.2 The Operator has the right and is obliged to conduct Joint Operations by itself, its agents and its contractors under the agreement overall supervision and control of Pinnacle where expressly required hereunder with Encal's reasonable discretion, which shall be exercised in good faith in a workmanlike manner in accordance with good oil and gas field practice, and which shall be final and binding on the Parties, except as otherwise provided in this Agreement. Subject to the foregoing, Management Committee. 4.3 The responsibilities of the Operator shall: i) explore, develop, manage and operate oil and gas properties; ii) conduct preparatory exploration on behalf of the Parties, which shall include (but not be limited to:- (i) appraising the merits of acreage by undertaking appropriate studies in the Evaluation Area; (ii) advising the Parties of the results of such appraisal; (iii) submitting proposals for the acquisition of data for consideration by the Parties and if such proposals are approved by the Management Committee acquiring and appraising such data for the Joint Account; (iv) representing the Parties in dealings with the Governor in connection with any Application made pursuant to subsurface mapping, prospect /play purchases, geophysical field surveysthis Agreement and advising them of the outcome of all such representations provided that each Party participating in the Application shall be consulted in respect of such dealings and have the right to be represented at any meetings with the Governor. Except as provided in clause 6.15(i), the collection of Basic Geophysical Data together with Operator shall not commit the necessary interpretations as may from time participating Parties in such dealings without their approval, such approval not to time be necessary)unreasonably withheld or delayed; iii) select drill sites and arrange for the drilling of the ▇▇▇▇▇ thereon and produce and sell petroleum substances from the respective accounts of the Parties; it being understood that Encal is not warranting that petroleum substances will be sold, only that it shall use its best efforts to market such petroleum substances on the same terms and conditions as it markets its own share; iv) enter into agreements on behalf of the Parties to the EJV for the drilling, participation, development, pooling, farmin, farmout, unitization, joint venture and production of petroleum substances and for the gathering, processing, transportation and sale of same; (v) carry insuranceproviding reports, as specified in Clause 311(B) of the Operating Procedure on behalf of the Parties as a charge to the joint account; vi) vote as one on behalf of both Encal data and Pinnacle in all matters arising from EJV activities; vii) give receipts, releases and discharges on behalf of the Parties hereto; viii) prior to commencing the drilling of any Well, to review the title of the appropriate holder of the Title Document information in accordance with industry standardsthe directions of the Management Committee; and (vi) directing and ix) charge overhead controlling accounting, technical and such other costs recoveries advisory services as may be required for the efficient conduct of Joint Operations. 4.4 The Operator shall conduct Joint Operations in a proper and workmanlike manner and with that degree of diligence and prudence reasonably and ordinarily exercised by experienced operators engaged in similar activities under similar circumstances. 4.5 The Operator shall consult regularly with the Parties and keep them fully informed of Joint Operations. 4.6 The Operator shall not be liable to the Parties Patties for any loss or damage arising out of or resulting from any Joint Operations unless and to the extent that any such loss or damage results from the Gross Negligence of the Operator provided always that in no circumstances whatsoever shall the Operator be liable for any loss of profits, lost production, pollution clean up costs or other indirect or consequential losses. 4.7 Subject to the provisions of any approved Work Programme and Budget, the number, selection, hours of work and remuneration of personnel employed by the Operator in connection with Joint Operations shall be determined by the Operator. 4.8 The Operator is authorised to incur such expenditures for the Joint Account and enter into such commitments as are provided may be authorised by the Management Committee in accordance with the provisions of this Agreement. 4.9 The Operator is authorised to take any action and incur such expenditures as it deems reasonably necessary in the Accounting Procedure attached case of an emergency for the safeguarding of lives or property or the prevention of pollution. The Operator shall promptly notify the Parties of any such action or expenditure. 4.10 The Operator shall open and maintain such separately identifiable accounting records as may be necessary to record in a full and proper manner all Advances received by the Operating Procedure, without duplicationOperator from the Parties and all expenditure incurred and all receipts obtained by the Operator in connection with the Joint Operations.