Common use of Operator Clause in Contracts

Operator. (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. (2) Encal, as Operator of the EJV (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, 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: (1) explore, develop, manage and operate oil and gas properties; (2) subject to the terms and conditions of this Agreement, conduct preparatory exploration, 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); (3) 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; (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 and for the gathering, processing, treating, transportation and sale of same; (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; (6) vote as one on behalf of both Encal and Pinnacle in all matters arising from EJV activities; (7) give receipts, releases and discharges on behalf of the Parties hereto; (8) 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 (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. (1a) 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. (2b) Encal, as Operator of the EJV (but for sake of clarity, excluding any Excluded Lands)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, 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: (1i) explore, develop, manage and operate oil and gas properties; (2ii) subject to the terms and conditions of this Agreement, conduct preparatory explorationexploration on behalf of the Parties, 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); (3iii) 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; (4iv) 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; (5v) carry insurance, as specified in Clause 311(B) of the Operating Procedure on behalf of the Parties as a charge to the joint account; (6vi) vote as one on behalf of both Encal and Pinnacle in all matters arising from EJV activities; (7vii) give receipts, releases and discharges on behalf of the Parties hereto; (8) viii) 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 (9and 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. (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. (1) Encal is hereby appointed Operator of the EJV and the attached Operating Procedure 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. (2) Encal, act as Operator of the EJV (but for sake of clarity, excluding any Excluded Lands), 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 of Pinnacle where expressly required hereunder with Encal's reasonable discretion"Acting Operator" for the Property, 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: (1) explore, develop, manage and operate oil and gas properties; (2) subject pursuant to the terms and conditions of 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 to Freeport as Operator shall be paid to FMOG as Operator as long as FMOG is Acting Operator under such separate agreement and that Freeport, as an owner of interest in this Agreement, conduct preparatory explorationshall make payments to FMOG for its proportionate share of such costs and expenses, which shall include including the overhead charges provided for in the Exhibit "B" attached hereto and made a part hereof for all purposes. Should Operator or any successor Operator hereunder (but not be limited 1) dissolve, liquidate or terminate its corporate existence or partnership structure, (2) become insolvent, bankrupt, or subject to subsurface mappingreceivership, 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); (3) select drill sites and arrange for no longer own an interest in 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; Property or (4) enter into agreements on behalf 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 effective 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 without cause upon 30 days written notice, provided such removal is by the unanimous agreement of the Non-operators. 4.4 Should any Operator or any successor Operator for any cause cease to be Operator hereunder, a successor Operator shall be designated by the 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, treating, transportation and sale of same; (5) 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; (6) vote as one on behalf of both Encal and Pinnacle in all matters arising from EJV activities; (7) give receipts, releases and discharges on behalf of the Parties hereto; (8) 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 (9) 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. (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 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) Encal ' 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 tenon, butt and dowel. His skill and training shall be such that the attached Operating Procedure '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 be able to choose and agrees match all veneers, act as 'strawboss' with men of lesser skill levels when such men are allotted to him for work 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. requires two (2) Encalor more men, as Operator of well as train apprentices, when called upon, to perpetuate the EJV (but for sake of claritytrade. Group Leader "1" A wage earner who, excluding any Excluded Lands)while controlling and supervising wage earners, shall 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: (1) explore, develop, manage and operate oil and gas properties; (2) subject to the terms and conditions of this Agreement, conduct preparatory exploration, 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); (3) 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; (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 and for the gathering, processing, treating, transportation and sale of same; (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; (6) vote as one on behalf of both Encal and Pinnacle in all matters arising from EJV activities; (7) give receipts, releases and discharges on behalf of the Parties hereto; (8) 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 (9) 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. (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. (1) Encal is hereby appointed 4.1 Ridgelake shall be designated Operator of for all ▇▇▇▇▇ drilled pursuant to the EJV and the attached Operating Procedure 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. (2) EncalLeases, as Operator of the EJV (but for sake of clarity, excluding any Excluded Lands), 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: (1) explore, develop, manage and operate oil and gas properties; (2) subject to the terms and conditions of this Agreement, conduct preparatory exploration, 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); (3) 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. (4) 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, treating, transportation and sale of same; (5) 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; (6) vote as one on behalf of both Encal and Pinnacle in all matters arising from EJV activities; (7) give receipts, releases and discharges on behalf last year of the Parties hereto; (8) 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 the 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) and any penalties under the JOA shall be applicable to Ridgelake’s interest in the well. (It is recognized that other 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.) (9) charge overhead and such other costs recoveries 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 as are provided in Lease. However, it is understood and agreed that all money paid to Ridgelake under the Accounting Procedure attached terms of this Agreement shall be retained by Ridgelake and that there shall be no refund of any money to the Operating Procedure, without duplicationParticipants. (3) Notwithstanding any other clauses 4.3 Operator shall conduct all Operations in a good an workmanlike manner, but shall have no liability as Operator for losses sustained or liabilities incurred, except as may result from gross negligence or willful misconduct. 4.4 The number of this Agreementemployees used by Operator in conducting operations hereunder, should Pinnacle acquire their selection, the hours of labor, and the compensation for services performed, shall be determined by Operator, or shoot seismic for its own accountsubcontractors, Pinnacle will and all employees shall be solely responsible for any costs and expenses relative theretothe employees of Operator or its subcontractor.

Operator. (1) Encal 4.1 Amerada 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. (2) Encal, to act as Operator of the EJV (but for sake of clarity, excluding any Excluded Lands), 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: (1) explore, develop, manage and operate oil and gas properties; (2) subject to the terms and conditions of this Agreement, conduct preparatory exploration, which shall include (but not be limited to subsurface mapping, prospect/play purchases, geophysical field surveys, to:- (i) appraising the collection merits of Basic Geophysical Data together with acreage by undertaking appropriate studies in the necessary interpretations as may from time to time be necessary)Evaluation Area; (3ii) select drill sites and arrange for advising the drilling Parties of the ▇▇▇▇▇ thereon and produce and sell Petroleum Substances from the respective accounts results 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 shareappraisal; (4iii) enter into agreements on behalf submitting proposals for the acquisition of data for consideration by the Parties to and if such proposals are approved by the EJV Management Committee acquiring and appraising such data for the drilling, participation, development, pooling, farmin, farmout, unitization, joint venture and production of Petroleum Substances and for the gathering, processing, treating, transportation and sale of sameJoint Account; (5iv) carry insurance, as specified representing the Parties in Clause 311(B) dealings with the Governor in connection with any Application made pursuant to this Agreement and advising them of the Operating Procedure on behalf 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 Operator shall not commit the participating Parties as a charge in such dealings without their approval, such approval not to the joint accountbe unreasonably withheld or delayed; (6v) vote as one on behalf of both Encal providing reports, data and Pinnacle in all matters arising from EJV activities; (7) give receipts, releases and discharges on behalf of the Parties hereto; (8) 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 (9vi) charge overhead directing and such other costs recoveries controlling accounting, technical and 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 as are provided in the Accounting Procedure attached Patties for any loss or damage arising out of or resulting from any Joint Operations unless and to the Operating Procedureextent 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, without duplicationlost production, pollution clean up costs or other indirect or consequential losses. (3) Notwithstanding 4.7 Subject to the provisions of any other clauses 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 may be authorised by the Management Committee in accordance with the provisions of this Agreement, should Pinnacle acquire . 4.9 The Operator is authorised to take any action and incur such expenditures as it deems reasonably necessary in the case of an emergency for the safeguarding of lives or shoot seismic for its own account, Pinnacle will 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 solely responsible for any costs necessary to record in a full and expenses relative theretoproper manner all Advances received by the Operator from the Parties and all expenditure incurred and all receipts obtained by the Operator in connection with the Joint Operations.

Operator. (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. (2) Encal, as Operator of the EJV (but for sake of clarity, excluding any Excluded Lands), 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 this Agreement, 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 Unit Operating Committee proposed programs and Budgets at the time and in the manner set forth in Article 9 hereof; 7.2.5 Make from time to time such recommendations for the more efficient carrying out of the said operations hereunder with Encal's reasonable discretion, which shall be exercised in good faith, as it may consider feasible; 7.2.6 Carry out all of the said operations hereunder in a workmanlike manner, in accordance with good sound oil field and gas field practiceengineering practices, in compliance with the terms of the Inpex Contract and which the Huffco Contract and in full compliance with all applicable laws and regulations; provided Operator shall not be final and binding on the Parties, except as otherwise provided in this Agreement. Subject liable to the foregoing, the Operator shall: (1) explore, develop, manage and operate oil and gas propertiesother Parties except for gross negligence or willful misconduct; (2) subject to the terms and conditions of this Agreement, conduct preparatory exploration, 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 7.2.7 Enter into such contracts as may from time to time be necessary)required in connection with operations hereunder; (3) select drill sites 7.2.8 Promptly pay and arrange for the drilling of the ▇▇▇▇▇ thereon discharge all costs 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 shareexpenses incurred in connection with operations hereunder; (4) enter into agreements on behalf 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, treating, transportation and sale of same; (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; (6) vote as one on behalf of both Encal and Pinnacle in all matters arising from EJV activities; (7) give receipts, releases and discharges on behalf of the Parties hereto; (8) 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 (9) 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. (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. (1a) 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 the attached Operating Procedure 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. (2) Encal, as Operator of the EJV (but for sake of clarity, excluding any Excluded Lands), shall make all decisions relating Associated Agreement to the management and control extent related to DGOC’s status as operator of the EJV subject to the terms of this Agreement and the agreement of Pinnacle where expressly required hereunder with Encal's reasonable discretionsuch JV Interests; provided, which that (A) no such Transfer shall be exercised effective until such Affiliate agrees in good faith, in a workmanlike manner, in accordance with good oil and gas field practice, and which shall writing to be final and binding on the Parties, except as otherwise provided in this Agreement. Subject to the foregoing, the Operator shall: (1) explore, develop, manage and operate oil and gas properties; (2) subject to bound by the terms and conditions of this Agreement, conduct preparatory exploration, which shall include Agreement and any applicable Associated Agreement to the extent applicable to DGOC’s status as operator of such JV Interests; and (but not be limited to subsurface mapping, prospect/play purchases, geophysical field surveys, the collection of Basic Geophysical Data together B) unless Oaktree is satisfied (as determined in its reasonable discretion) with the necessary interpretations as may from time to time be necessary); (3) select drill sites and arrange for the drilling creditworthiness of the transferee Affiliate of DGOC, no such Transfer will relieve DGOC of any of its or its Affiliates’ obligations under this Agreement or any Associated Agreement in respect of DGOC’s status as operator of the relevant JV Interests, and DGOC will remain primarily liable for all such obligations, whether incurred before or after such Transfer, (iii) except as otherwise expressly permitted under sub-clause (i) or (iv) of this Section 5.1(a) (or with Oaktree’s prior written consent (which may be withheld in its sole discretion)), no DGOC Operator shall resign as Operator of any of the JV Interests under this Agreement or any applicable JOA or otherwise hire a Third Party as a contract operator of 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 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 cause any other applicable DGOC Operator to) use its best commercially reasonably efforts to market such Petroleum Substances on 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 same terms and conditions as it markets its own share;of this Agreement. (4b) enter into agreements Any applicable DGOC Operator may be removed as Operator of a JV Well on behalf 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 Parties J▇ ▇▇▇▇▇ to which such breach applies) and (ii) the EJV 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 applicable DGOC Operator shall, for the drilling, participation, development, pooling, farmin, farmout, unitization, joint venture and production a period of Petroleum Substances and for the gathering, processing, treating, transportation and sale of same; (5) carry insurance, as specified in Clause 311(B) of the Operating Procedure on behalf of the Parties as a charge up to the joint account; six (6) vote months following removal, continue acting as one on behalf Operator of both Encal such JV Well in accordance with, and Pinnacle subject to the applicable terms set forth in all matters arising from EJV activities;Section 5.1(c) and in Article V.B. of the applicable 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. (7c) give receiptsIf any DGOC Operator is removed as Operator for any JV Well pursuant to Section 5.1(b), releases and discharges on behalf Oaktree shall have the right to designate a replacement Operator for such JV Well pursuant to the terms of the Parties hereto;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. (8) prior d) Subject to commencing the drilling 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 wellsuch 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 review the title of the appropriate holder of the Title Document written agreements and in accordance with customs and standards prevailing in the industry standards; and and at competitive rates (9no 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) charge overhead and terms when each such other costs recoveries pertinent agreement was made, it being acknowledged and agreed that 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 Parties as applicable Affiliate contract. Except in connection with an Emergency or Excluded Budget Items, the DGOC Operator shall not enter into any contract or group of substantially related contracts with any Affiliates pursuant to this Section 5.1(e) that could reasonably require expenditures by Oaktree that are provided not otherwise contemplated by the applicable Operating Budget without the prior written consent of Oaktree, which consent may be granted or withheld in the Accounting Procedure attached to the Operating Procedure, without duplicationOaktree’s sole discretion. (3f) Notwithstanding The DGOC Operator shall, and shall cause its respective Affiliates to, use commercially reasonable efforts to conduct Operations (including entering into contracts for services or other agreements in connection with Operations) in such 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 clauses related assets, agreements and instrument from DGOC and other members of the DGOC Group, on the one hand, to Oaktree and other members of the Oaktree Group, on the other hand, and vice versa, including permitting Oaktree (or its applicable Affiliate) to succeed DGOC (or the applicable DGOC Operator) as Operator of any applicable Acquisition Assets under any applicable JOA. (g) For purposes of this Agreement, should Pinnacle acquire “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 shoot seismic for willful misconduct in the performance of its own accountobligations 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, Pinnacle will with respect to such JV Well, (A) materially breached or failed to satisfy the applicable standards of operation set forth in any applicable GC Provision(s) or Article V.A. (or the equivalent provision) of the 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 solely responsible for reasonably likely to have a material and adverse effect on Oaktree, such JV Well or any costs and expenses relative theretoof the JV Interests that are subject to this Agreement or the applicable JOA.