Common use of Certain Consequences of Default Clause in Contracts

Certain Consequences of Default. (a) Notwithstanding any other provision in this Agreement or any Associated Agreement to the contrary, during the Default Period, the Defaulting Party shall be subject to all rights and remedies available to the Affected Parties under the relevant Applicable Operating Agreements, and in addition, shall have no right to: (i) make or elect to participate in any proposal under this Agreement or any Applicable Operating Agreement; (ii) vote on any matter with respect to which approval is required under the express terms of this Agreement or any Associated Agreement (excluding any amendment or waiver of the terms of any such agreement); (iii) call any Operating Committee or subcommittee meeting; (iv) vote on any matter coming before the Operating Committee or any subcommittee (except for any amendment to the Development Work Program pursuant to Section 4.1); (v) access any data or information relating to any operation conducted under this Agreement or any Associated Agreement (except to the extent that the Defaulting Party is Joint Development Operator or is a Party Operator, in which case such Defaulting Party shall be entitled to such data and information as may be necessary to perform its responsibilities in such capacity); (vi) Transfer all or any part of its interests in its Joint Development Interest or any other Subject Oil and Gas Asset, or Encumber all or any part of its interests in its Subject Oil and Gas Assets except in a case of (a) a Transfer of a Joint Development Interest to a Person or Encumbrance in favor of a Person who simultaneously with such Transfer or Encumbrance satisfies in full the Total Amount in Default, or (b) a Credit Facility Encumbrance granted pursuant to a borrowing for which all or a portion of the proceeds thereof are used to pay the entire amount of the Total Amount in Default; (vii) withhold consent to any Transfer of all or an undivided portion of the Joint Development Interest or a Material Interest of a non-defaulting Development Party pursuant to Article 7, or exercise its preferential purchase right provided for in Section 8.1 in the event of such a Transfer by a non-defaulting Development Party or in Section 8.2 in the event of a Change in Control of a non-defaulting Development Party; or (viii) elect to acquire any portion of an Acquired Interest pursuant to Article 9. (b) In addition to the other remedies available to the Affected Parties under this Agreement and any other rights available to each Affected Party to recover its share of the Total Amount in Default from and after the later to occur of the thirtieth (30th) day of the Default Period or the time upon which the Defaulting Party’s Escrow Account Balance is equal to zero (0), a Defaulting Party shall have no right to receive its Entitlement from the Leases included in the Subject Oil and Gas Assets and the Affected Parties shall have the right to collect such Entitlement. (c) Furthermore, during the Default Period, the Defaulting Party shall be deemed to have approved, and shall join with the non-defaulting Development Party in taking, any actions approved by the non-defaulting Development Parties during the Default Period which cannot be conducted as Sole Risk Development Operations under the terms of any Applicable Operating Agreement. (d) Any Default Notice shall include a statement of the amount of money that the Defaulting Party has failed to pay. (e) Upon the commencement of the Default Period, except with respect to any Carried Costs, Joint Development Operator, or if Joint Development Operator or any Affiliate of Joint Development Operator is the Defaulting Party, any Affected Party or Affected Parties, shall send the non-defaulting Development Parties a statement of the sum of money that the Defaulting Party failed to pay, and the non-defaulting Development Parties shall pay such amount within fifteen (15) days following receipt of the statement. If any non-defaulting Development Party fails to timely satisfy such obligations, such non-defaulting Development Party shall thereupon be a Defaulting Party subject to the provisions of this Article 5. If all non-defaulting Development Parties fail to timely satisfy such obligations, the Development Parties shall be deemed to have unanimously determined not to make such expenditure and the Defaulting Party shall no longer be deemed to be in default with respect to such expenditure.

Certain Consequences of Default. (a) Notwithstanding any other provision in this Agreement or any Associated Agreement to the contrarycontrary (x) so long as the Joint Development Agreement is in effect, the provisions of Section 5.2 of the Joint Development Agreement shall apply in lieu of this Section 5.6, and (y) upon the termination of the Joint Development Agreement, during the Default Period, the a Defaulting Party shall be subject to all rights and remedies available to the Affected Parties under the relevant Applicable Operating Agreements, and in addition, Member shall have no right to: (i) make or elect to participate in any proposal under this Agreement or any Applicable Operating Agreement; (ii) vote on any matter with respect to which Member approval is required under the express terms of this Agreement or any Associated Agreement (excluding any amendment or waiver of the terms of any such agreementthis Agreement); (iiiii) call any Operating Committee Management Board or subcommittee meeting; (iv) , or vote on any matter coming before the Operating Committee Management Board or any subcommittee (except for any amendment to the Development Work Program pursuant to Section 4.1)subcommittee; (viii) access any data or information relating to any operation conducted under this Agreement or any Associated Agreement by the Company (except to the extent that such Member or an Affiliate of such Member is providing Services to the Defaulting Party is Joint Development Operator or is Company pursuant to a Party OperatorServices Agreement, in which case such Defaulting Party shall be entitled to and such data and or information as may be is necessary for such Member or Affiliate to perform its responsibilities in such capacitythereunder); (viiv) Transfer all or any part of its interests in its Joint Development Interest or any other Subject Oil and Gas Asset, or Encumber all or any part of its interests in its Subject Oil and Gas Assets except in a case of Membership Interest except: (aA) a Transfer Transfer, Encumbrance, or transfer pursuant to a Credit Facility Foreclosure of a Joint Development Membership Interest to a Person or Encumbrance any part thereof in favor of a Person who simultaneously with such Transfer Transfer, Encumbrance or Encumbrance transfer satisfies in full the Total Amount in Default, ; or (bB) a Credit Facility Encumbrance granted pursuant to a borrowing for which all or a portion of the proceeds thereof are used to pay the entire amount of the Total Amount in Default;; or (viiv) withhold consent to any Transfer of all or an undivided any portion of the Joint Development Interest or a Material Membership Interest of a non-defaulting Development Party an Affected Member pursuant to Article 7Section 9.4, or exercise its any preferential purchase right provided for in Section 8.1 9.4 in the event of such a Transfer by a non-defaulting Development Party an Affected Member or in Section 8.2 in the event of a Change in Control of a non-defaulting Development Party; or (viii) elect to acquire any portion of an Acquired Interest pursuant to Article 9Affected Member. (b) In addition to the other remedies available to the Company and the Affected Parties Members under this Agreement and any other rights available to each Affected Party Member to recover its share of the Total Amount in Default Default, from and after the later to occur of the thirtieth (30th) day of the Default Period or the time upon which the Defaulting Party’s Escrow Account Balance is equal to zero (0)Period, a Defaulting Party Member shall have no right to receive its Entitlement distributions from the Leases included Company pursuant to Article 7 until the expiration of the Default Period, and such distributions shall instead be made to the Affected Members for advances made by such Affected Members on behalf of the Defaulting Member pursuant to Section 5.6(e), plus interest thereon as provided in Section 5.5(c). Amounts received towards the Total Amount in Default shall be deemed paid towards the oldest of each applicable type of expense (costs, interest or principal) first, and if there is more than one Affected Member, the distributions attributable to the Membership Interest of the Defaulting Member shall be shared among the Affected Members in the Subject Oil and Gas Assets and proportions that such Affected Members’ Percentage Interests bear to the aggregate Percentage Interests of such Affected Parties shall have the right to collect such EntitlementMembers. (c) Furthermore, during the Default Period, the Defaulting Party shall be deemed to have approved, and shall join with the non-defaulting Development Party in taking, any actions approved by the non-defaulting Development Parties during the Default Period which cannot be conducted as Sole Risk Development Operations under the terms of any Applicable Operating Agreement. (d) Any Default Notice shall include a statement of the amount of money that the Defaulting Party Member has failed to pay. (d) If the Defaulting Member remedies its default in full before the Default Period commences, the Company shall promptly notify each Affected Member and such Defaulting Member’s Credit Facility Secured Party (if any) of such occurrence. (e) Upon the commencement of the Default Period, except with respect to any Carried Costs, Joint Development Operator, or if Joint Development Operator or any Affiliate of Joint Development Operator is the Defaulting Party, any Affected Party or Affected Parties, Company shall send the non-defaulting Development Parties Affected Members a statement of the sum of money that the Defaulting Party Member failed to pay, pay and the non-defaulting Development Parties such Affected Members shall pay such amount within fifteen (15) days following receipt of the statement. Each such Affected Member shall be required to pay that portion of the amount that the Defaulting Member failed to furnish that such Affected Member’s Percentage Interest bears to the aggregate Percentage Interests of all Affected Members. During the effectiveness of the Joint Development Agreement, the application and distribution of amounts so collected shall be in accordance with the terms of the Joint Development Agreement. If any non-defaulting Development Party Affected Member fails to timely satisfy such obligations, such non-defaulting Development Party Affected Member shall thereupon be a Defaulting Party Member subject to the provisions of this Article 5Sections 5.5 and 5.6. If all non-defaulting Development Parties Affected Members fail to timely satisfy such obligations, the Development Parties Members shall be deemed to have unanimously determined not to make such expenditure and the Defaulting Party Member shall no longer be deemed to be in default with respect to such expenditure. (f) During the Default Period, each Defaulting Member shall be deemed to have elected to approve any proposed Required Asset Upgrade.

Certain Consequences of Default. (a) Notwithstanding any other provision in this Agreement or any Associated Agreement to the contrary, during the Default Period, the Defaulting Party shall be subject to all rights and remedies available to the Affected Parties SM under the relevant Applicable Operating Agreements, and in addition, shall have no right to: (i) make or elect to participate in any proposal under this Agreement or any Applicable Operating Agreement; (ii) vote on any matter with respect to which approval is required under the express terms of this Agreement or any Associated Agreement (excluding any amendment or waiver of the terms of any such agreement); (iii) call any Operating Committee or subcommittee meeting; (iv) vote on any matter coming before the Operating Committee or any subcommittee (except for any amendment to the Development Work Program pursuant to Section 4.1); (v) access any data or information relating to any operation conducted under this Agreement or any Associated Agreement (except to the extent that the Defaulting Party is Joint Development Operator or is a Party the Operator, in which case such Defaulting Party shall be entitled to such data and information as may be necessary to perform its responsibilities in such capacity); (viiv) Transfer all or any part of its interests in its Joint Development Interest or any other Subject Oil and Gas Asset, or Encumber all or any part of its interests in its any Subject Oil and Gas Assets Assets, except in a case of (a) a Transfer of a Joint Development Interest such interest to a Person or an Encumbrance in favor of a Person who simultaneously with such Transfer or Encumbrance satisfies in full the Total Amount in Default, or (b) a Credit Facility Encumbrance granted pursuant to a borrowing for which all or a portion of the proceeds thereof are used to pay the entire amount of the Total Amount in Default; (viiv) withhold consent to any Transfer of all or an undivided portion of the Joint Development Interest or a Material Interest of a non-defaulting Development Party SM pursuant to Article 7, or exercise its preferential purchase right provided for in Section 8.1 in I of the event of such a Transfer by a non-defaulting Development Party or in Section 8.2 in the event of a Change in Control of a non-defaulting Development PartyProvisions; orand (viiivi) elect to acquire any portion of an Acquired Interest pursuant to Article 9II of the Transfer Provisions. (b) In addition to the other remedies available to the Affected Parties SM under this Agreement and any other rights available to each Affected Party SM to recover its share of the Total Amount in Default Default, from and after the later to occur of the thirtieth (30th) day of the Default Period or the time upon which the Defaulting Party’s Escrow balance of the Deposited Amounts held in the Operating Account Balance is equal to zero (0)zero, a the Defaulting Party shall have no right to receive its Entitlement from the Leases included in the Subject Oil and Gas Assets and the Affected Parties SM shall have the right to collect such EntitlementEntitlement until the Total Amount in Default has been recovered. (c) Furthermore, during the Default Period, the Defaulting Party shall be deemed to have approved, and shall join with the non-defaulting Development Party SM in taking, any actions proposed by a Third Party Operator and approved by SM under the non-defaulting Development Parties Applicable Operating Agreement during the Default Period which cannot be conducted as Sole Risk Development Operations under the terms of any Applicable Operating AgreementPeriod. (d) Any Default Notice shall include a statement of the amount of money that the Defaulting Party has failed to pay. (e) Upon SM shall be entitled to recover from the commencement Defaulting Party all reasonable attorneys’ fees and other reasonable costs sustained in the collection of the Default Period, except with respect to any Carried Costs, Joint Development Operator, or if Joint Development Operator or any Affiliate of Joint Development Operator is amounts owed by the Defaulting Party, any Affected Party or Affected Parties, shall send the non-defaulting Development Parties a statement of the sum of money that the Defaulting Party failed to pay, and the non-defaulting Development Parties shall pay such amount within fifteen (15) days following receipt of the statement. If any non-defaulting Development Party fails to timely satisfy such obligations, such non-defaulting Development Party shall thereupon be a Defaulting Party subject to the provisions of this Article 5. If all non-defaulting Development Parties fail to timely satisfy such obligations, the Development Parties shall be deemed to have unanimously determined not to make such expenditure and the Defaulting Party shall no longer be deemed to be in default with respect to such expenditure.

Certain Consequences of Default. (a) Notwithstanding any other provision in this Agreement or any Associated Agreement to the contrary, during During the Default Period, the a Defaulting Party shall be subject to all rights and remedies available to the Affected Parties under the relevant Applicable Operating Agreements, and in addition, Member shall have no right to, and shall cause its Affiliates and the Director designated by such Defaulting Member, if applicable, not to: (i) make (A) be counted for purposes of determining a quorum for any Board vote (excluding determining a quorum for voting on any Preserved Action) or elect to participate in any proposal under this Agreement or any Applicable Operating Agreement; (iiB) vote on any matter with respect to which Member or Board approval is required under the express terms of this Agreement or any Associated Agreement (excluding any amendment or waiver Preserved Action) and, in each case, in determining the Total Votes, the Percentage Interest of the terms of Defaulting Member shall be deemed held by each Paying Affected Member in accordance with its Proportionate Share (except in connection with voting on any such agreementPreserved Action); (ii) subject to Section 3.5(d)(y), receive distributions from the Company in accordance with Section 4.5, other than Tax Distributions; (iii) request or call any Operating Committee or subcommittee Board meeting; (iv) vote on propose or participate in any matter coming before the Operating Committee or any subcommittee (except for any amendment to the Development Work Program pursuant to Section 4.1)Capital Projects in accordance with Article 12; (v) access any data or information relating to any operation conducted under this Agreement or any Associated Agreement (except other than pursuant to the extent that the Defaulting Party is Joint Development Operator provisions of Section 3.5(e) or is a Party OperatorSection 3.5(f), in which case such Defaulting Party shall be entitled to such data and information as may be necessary to perform its responsibilities in such capacity); (vi) Transfer all or any part of its interests in its Joint Development Member Interest or and associated Units, except for any other Subject Oil and Gas Asset, or Encumber Transfer (A) of all or any part of its interests in its Subject Oil Member Interest and Gas Assets except in a case of (a) a Transfer of a Joint Development Interest associated Units to a Person or Encumbrance in favor of a Person who simultaneously with such Transfer satisfies or Encumbrance satisfies causes to be satisfied in full the Total Amount Default Amount, and (B) that is undertaken in Defaultaccordance, and compliance, with the provisions of Article 10 and Article 11; (vi) exercise its right of election provided for in Section 11.1 or (b) a Credit Facility Encumbrance granted pursuant to a borrowing for which all or a portion of the proceeds thereof are used to pay the entire amount of the Total Amount in Default;Section 11.2; and (vii) withhold consent to any Transfer of all exercise its appointment or an undivided portion of the Joint Development Interest or a Material Interest of a non-defaulting Development Party pursuant to Article 7removal rights in accordance with Section 5.3(f), Section 5.5, Section 5.6, or exercise its preferential purchase right provided for in Section 8.1 in the event of such a Transfer by a non-defaulting Development Party or in Section 8.2 in the event of a Change in Control of a non-defaulting Development Party; or (viii) elect to acquire any portion of an Acquired Interest pursuant to Article 95.10. (b) In addition During the Contribution Period, each Affected Member may, but is not required to, contribute to the other remedies available to the Affected Parties under this Agreement and any other rights available to each Affected Party to recover Company its share of the Total Amount in Default from and after the later to occur of the thirtieth (30th) day Proportionate Share of the Default Amount as set forth in the applicable Default Notice. Any such Affected Member that contributes its Proportionate Share of the Default Amount within the applicable time frame is referred to herein as a “Paying Affected Member”. If one or more Affected Member does not contribute its Proportionate Share of the Default Amount within the Contribution Period or the time upon which the Defaulting Party’s Escrow Account Balance is equal to zero (0each, a “Non-Paying Affected Member”), a Defaulting Party shall have no right to receive its Entitlement from the Leases included in the Subject Oil and Gas Assets and the then each Paying Affected Parties Member shall have the right right, but not the obligation, to collect such Entitlement. (c) Furthermore, during contribute to the Default Period, Company the Defaulting Party shall be deemed to have approved, and shall join with the non-defaulting Development Party in taking, any actions approved by the non-defaulting Development Parties during the Default Period which cannot be conducted as Sole Risk Development Operations under the terms of any Applicable Operating Agreement. (d) Any Default Notice shall include a statement of the residual amount of money that the Defaulting Party has Non-Paying Affected Member(s) failed to paypay pursuant to this Section 3.5(b). (e) Upon the commencement of the Default Period, except with respect to any Carried Costs, Joint Development Operator, or if Joint Development Operator or any Affiliate of Joint Development Operator is the Defaulting Party, any Affected Party or Affected Parties, shall send the non-defaulting Development Parties a statement of the sum of money that the Defaulting Party failed to pay, and the non-defaulting Development Parties shall pay such amount within fifteen (15) days following receipt of the statement. If any non-defaulting Development Party fails to timely satisfy such obligations, such non-defaulting Development Party shall thereupon be a Defaulting Party subject to the provisions of this Article 5. If all non-defaulting Development Parties fail to timely satisfy such obligations, the Development Parties shall be deemed to have unanimously determined not to make such expenditure and the Defaulting Party shall no longer be deemed to be in default with respect to such expenditure.

Certain Consequences of Default. (a) Notwithstanding any other provision in this Agreement or any Associated Agreement to the contrary, in addition to any remedies available to the Company at law or in equity, during the Default Period, the a Defaulting Party shall be subject to all rights and remedies available to the Affected Parties under the relevant Applicable Operating Agreements, and in addition, Member shall have no right to:, and shall cause its Affiliates and the Managers designated by such Defaulting Member, not to (in each case as applicable at such time): (i) make or elect to participate in any proposal under this Agreement or any Applicable Operating Agreement; (ii) (A) be counted for purposes of determining a quorum for any vote of the Management Committee or (B) vote on any matter with respect to which Member approval or Unanimous Management Committee Approval is required under the express terms of this Agreement or any Associated Agreement (excluding any amendment or waiver and, in each case, the vote of the terms Managers designated by the Defaulting Member shall be deemed held by Managers designated by the other Member (in the case of any such agreementrequired approval of the Managers) and the Units held by the Defaulting Member shall not be counted as outstanding (in the case of any required approval of any Members); (iii) request or call any Operating Committee or subcommittee meetingmeetings of the Management Committee; (iv) vote on any matter coming before the Operating Committee or any subcommittee (except for any amendment to the Development Work Program pursuant to Section 4.1); (v) access any data or information relating to any operation conducted under this Agreement or any Associated Agreement (except to the extent that the Defaulting Party is Joint Development Operator or is a Party Operator, in which case such Defaulting Party shall be entitled to such data and information as may be necessary to perform its responsibilities in such capacity)Business; (viv) Transfer all or any part of its interests Units, except for any Transfer (in its Joint Development Interest or any other Subject Oil and Gas Asset, or Encumber accordance with the terms of this Agreement) of all or any part of its interests in its Subject Oil and Gas Assets except in a case of (a) a Transfer of a Joint Development Interest Units to a Person or Encumbrance in favor of a Person who simultaneously with such Transfer satisfies or Encumbrance satisfies causes to be satisfied in full the Total Amount in Default, or (b) a Credit Facility Encumbrance granted pursuant to a borrowing for which all or a portion of the proceeds thereof are used to pay the entire amount of the Total Amount in Default; (viivi) withhold consent to any Transfer of all or an undivided portion of the Joint Development Interest or a Material Interest of a non-defaulting Development Party pursuant to Article 7, or exercise its preferential purchase right provided for in Section 8.1 in the event of such a Transfer by a non-defaulting Development Party or in Section 8.2 in the event of a Change in Control Transfer by any other Member, exercise its right to be a Tag-Along Seller under Section 12.07 or its right of a non-defaulting Development Partyfirst refusal under Section 12.08; or (viiivii) elect exercise its rights under Section 12.04(b). For the avoidance of doubt, a Defaulting Member shall continue to acquire any portion be bound by all of an Acquired Interest pursuant its obligations under this Agreement during the Default Period, including the obligation to Article 9make additional capital contributions. (b) In addition to the other remedies available to the Affected Parties under this Agreement and any other rights available to each Affected Party to recover its share of the Total Amount in Default from and after the later to occur of the thirtieth (30th) day of the Default Period or the time upon which the Defaulting Party’s Escrow Account Balance is equal to zero (0), a Defaulting Party shall have no right to receive its Entitlement from the Leases included in the Subject Oil and Gas Assets and the Affected Parties shall have the right to collect such Entitlement. (c) Furthermore, during the Default Period, the Defaulting Party shall be deemed to have approved, and shall join with the non-defaulting Development Party in taking, any actions approved by the non-defaulting Development Parties during the Default Period which cannot be conducted as Sole Risk Development Operations under the terms of any Applicable Operating Agreement. (d) Any Default Notice shall include a statement of the amount of money that the Defaulting Party has failed to pay. (e) Upon the commencement of the a Default Period, except with respect each Affected Member may, but is not required to, contribute to any Carried Costs, Joint Development Operator, or if Joint Development Operator or any Affiliate of Joint Development Operator is the Defaulting Party, any Affected Party or Affected Parties, shall send the non-defaulting Development Parties a statement Company its Proportionate Share of the sum entire amount in Default as set forth in the applicable Default Notice within 20 days following the Affected Member’s receipt of money such Default Notice. Any such Affected Member that contributes its Proportionate Share of the applicable amount within the applicable time frame is referred to herein as a “Paying Affected Member.” If there is more than one Affected Member, and one or more Affected Members does not contribute its Proportionate Share of the entire amount in Default as set forth in the applicable Default Notice within the applicable time frame (each, a “Non-Paying Affected Member”), then each Paying Affected Member shall have the right, but not the obligation, to contribute to the Company 100% of the amount that the Defaulting Party Non-Paying Affected Member(s) failed to pay, and the non-defaulting Development Parties shall pay such amount within fifteen (15) days following receipt of the statement. If any non-defaulting Development Party fails pursuant to timely satisfy such obligations, such non-defaulting Development Party shall thereupon be a Defaulting Party subject to the provisions of this Article 5. If all non-defaulting Development Parties fail to timely satisfy such obligations, the Development Parties shall be deemed to have unanimously determined not to make such expenditure and the Defaulting Party shall no longer be deemed to be in default with respect to such expenditureSection 5.04(b).

Certain Consequences of Default. (a) Notwithstanding any other provision in this Agreement or any Associated Agreement to the contrary, during the Default Period, the a Defaulting Party shall be subject to all rights and remedies available to the Affected Parties under the relevant Applicable Operating Agreements, and in addition, Member shall have no right to:, and shall cause its Affiliates and the Director designated by such Defaulting Member, if applicable, not to: HN\1294694.16 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). (i) make or elect to participate in any proposal under this Agreement or any Applicable Operating Agreement; (ii) (A) be counted for purposes of determining a quorum for any Board vote (excluding determining a quorum for voting on any Preserved Unanimous Action) or (B) vote on any matter with respect to which Member or Board approval is required under the express terms of this Agreement or any Associated Agreement (excluding any amendment or waiver Preserved Unanimous Action) and, in each case, in determining the Total Votes, the Percentage Interest of the terms of Defaulting Member shall be deemed held by each Paying Affected Member in accordance with its Proportionate Share (except in connection with voting on any such agreementPreserved Unanimous Action); (iii) request or call any Operating Committee or subcommittee Board meeting; (iv) vote on any matter coming before the Operating Committee or any subcommittee (except for any amendment to the Development Work Program pursuant to Section 4.1); (v) access any data or information relating to any operation conducted under this Agreement by the Company or any Associated Agreement of its Subsidiaries (except to the extent that such Member or an Affiliate of such Member or an employee of such Member or Affiliate of such Member is the Defaulting Party is Joint Development Operator or is a Party OperatorConstruction Manager, in which case such Defaulting Party shall be entitled to and such data and or information as may be is necessary for such Member or Affiliate to perform its responsibilities in such capacity); (v) propose any Capital Projects to the Board; (vi) other than pursuant to the provisions of Section 3.5(e) or Section 3.5(f), Transfer all or any part of its interests in its Joint Development Member Interest or and associated Units, except for any other Subject Oil and Gas Asset, or Encumber Transfer (A) of all or any part of its interests in its Subject Oil Member Interest and Gas Assets except in a case of (a) a Transfer of a Joint Development Interest associated Units to a Person or Encumbrance in favor of a Person who simultaneously with such Transfer satisfies or Encumbrance satisfies causes to be satisfied in full the Total Amount in Default, or and (bB) a Credit Facility Encumbrance granted pursuant to a borrowing for which all or a portion that is undertaken in accordance, and compliance, with the provisions of the proceeds thereof are used to pay the entire amount of the Total Amount in Default;Article 10 and Article 11; and (vii) withhold consent to any Transfer of all or an undivided portion of the Joint Development Interest or a Material Interest of a non-defaulting Development Party pursuant to Article 7, or exercise its preferential purchase right provided for in Section 8.1 in the event of such a Transfer by a non-defaulting Development Party or in Section 8.2 11.1 in the event of a Change in Control of a non-defaulting Development Party; or (viii) elect to acquire any portion of an Acquired Interest pursuant to Article 9**. (b) In addition to the other remedies available to the Affected Parties under this Agreement and any other rights available to each Affected Party to recover its share of the Total Amount in Default from and after the later to occur of the thirtieth (30th) day of the Default Period or the time upon which the Defaulting Party’s Escrow Account Balance is equal to zero (0), a Defaulting Party shall have no right to receive its Entitlement from the Leases included in the Subject Oil and Gas Assets and the Affected Parties shall have the right to collect such Entitlement. (c) Furthermore, during the Default Period, the Defaulting Party shall be deemed to have approved, and shall join with the non-defaulting Development Party in taking, any actions approved by the non-defaulting Development Parties during the Default Period which cannot be conducted as Sole Risk Development Operations under the terms of any Applicable Operating Agreement. (d) Any Default Notice shall include a statement of the amount of money that the Defaulting Party has failed to pay. (e) Upon the commencement of the a Default Period, except with respect each Affected Member may, but is not required to, contribute to any Carried Costs, Joint Development Operator, or if Joint Development Operator or any Affiliate of Joint Development Operator is the Defaulting Party, any Affected Party or Affected Parties, shall send the non-defaulting Development Parties a statement Company its Proportionate Share of the sum entire amount in Default as set forth in the applicable Default Notice within 20 days following such Affected Member’s receipt of money such Default Notice. Any such Affected Member that contributes its Proportionate Share of the applicable amount within the applicable time frame is referred to herein as a “Paying Affected Member”. If there is more than one Affected Member, and one or more Affected Members does not contribute its Proportionate Share of the entire amount in Default as set forth in the applicable Default Notice within the applicable time frame (each, a “Non-Paying Affected Member”), then each Paying Affected Member shall have the right, but not the obligation, to contribute to the Company 100% of the amount that the Defaulting Party Non-Paying Affected Member(s) failed to pay, and the non-defaulting Development Parties shall pay such amount within fifteen (15) days following receipt of the statement. If any non-defaulting Development Party fails pursuant to timely satisfy such obligations, such non-defaulting Development Party shall thereupon be a Defaulting Party subject to the provisions of this Article 5. If all non-defaulting Development Parties fail to timely satisfy such obligations, the Development Parties shall be deemed to have unanimously determined not to make such expenditure and the Defaulting Party shall no longer be deemed to be in default with respect to such expenditureSection 3.5(b).

Certain Consequences of Default. (a) Notwithstanding any other provision in this Agreement or any Associated Agreement to the contrary, during the Default Period, the Defaulting Party shall be subject in addition to all rights and any remedies available to the Affected Parties under Company at law or in equity: (i) if Williston is in Default on the relevant Applicable Operating AgreementsSandpiper Project In-Service Date and such Default is not cured prior to expiration of all applicable Cure Periods, the Company shall apply the Cure Amount to the conversion formula relating to Class A Units to be issued to Williston and Enbridge upon conversion of their Class B Units as contemplated by Section 3.01(h), and upon such conversion, Williston shall be deemed not to be in addition, Default; and (ii) during the Default Period (whether before or after the Sandpiper Project In-Service Date) a Defaulting Member shall have no right to:, and shall cause its Affiliates and the Managers designated by such Defaulting Member, not to (in each case as applicable at such time): (iA) make or elect to participate in any proposal under this Agreement or any Applicable Operating Agreement; (iiB) (1) be counted for purposes of determining a quorum for any vote of the Management Committee or (2) vote on any matter with respect to which approval Member approval, Management Committee Approval or Super-Majority Management Committee Approval is required under the express terms of this Agreement or any Associated Agreement (excluding any amendment or waiver and, in each case, the vote of the terms Managers designated by the Defaulting Member shall be deemed held by Managers designated by the other Member (in the case of any such agreementrequired approval of the Managers) and the Units held by the Defaulting Member shall not be counted as outstanding (in the case of any required approval of any Members); (iiiC) request or call any Operating Committee or subcommittee meetingmeetings of the Management Committee; (iv) vote on any matter coming before the Operating Committee or any subcommittee (except for any amendment to the Development Work Program pursuant to Section 4.1); (vD) access any data or information relating to any operation conducted under this Agreement or any Associated Agreement the Business (except to the extent that such Member or an Affiliate of such Member or an employee of such Member or Affiliate of such Member is the Defaulting Party is Joint Development Operator or is a Party Operator, in which case such Defaulting Party shall be entitled to and such data and or information as may be is necessary for such Member or Affiliate to perform its responsibilities in such capacity); (viE) Transfer all or any part of its interests Units, except for any Transfer (in its Joint Development Interest or any other Subject Oil and Gas Asset, or Encumber accordance with the terms of this Agreement) of all or any part of its interests in its Subject Oil and Gas Assets except in a case of (a) a Transfer of a Joint Development Interest Units to a Person or Encumbrance in favor of a Person who simultaneously with such Transfer satisfies or Encumbrance satisfies causes to be satisfied in full the Total Amount in Default, or (b) a Credit Facility Encumbrance granted pursuant to a borrowing for which all or a portion of the proceeds thereof are used to pay the entire amount of the Total Amount in Default; (viiF) withhold consent propose, participate or elect to participate in any Transfer of all or an undivided portion of the Joint Development Interest or a Material Interest of a non-defaulting Development Party pursuant to Article 7, or exercise its preferential purchase right provided for in proposed Growth Capital Projects under Section 8.1 in the event of such a Transfer by a non-defaulting Development Party or in Section 8.2 14.01; (G) in the event of a Change in Control Transfer by any other Member, exercise its right to be a Tag-Along Seller under Section 13.07 or its right of a non-defaulting Development Partyfirst refusal under Section 13.08; or (viiiH) elect exercise its rights under Section 13.04(b). For the avoidance of doubt, a Defaulting Member shall continue to acquire any portion be bound by all of an Acquired Interest pursuant its obligations under this Agreement during the Default Period, including the obligation to Article 9make additional capital contributions. (b) In addition to Upon the other remedies available to the Affected Parties under this Agreement and any other rights available to each Affected Party to recover its share commencement of the Total Amount in Default from and after the later to occur of the thirtieth (30th) day of the Default Period or the time upon which the Defaulting Party’s Escrow Account Balance is equal to zero (0), a Defaulting Party shall have no right to receive its Entitlement from the Leases included in the Subject Oil and Gas Assets and the Affected Parties shall have the right to collect such Entitlement. (c) Furthermore, during the Default Period, the Defaulting Party Company shall be deemed to have approved, and shall join with send the non-defaulting Development Party in taking, any actions approved by the non-defaulting Development Parties during the Default Period which cannot be conducted as Sole Risk Development Operations under the terms of any Applicable Operating Agreement. (d) Any Default Notice shall include Affected Member a statement of the amount of money that the Defaulting Party has Member failed to pay. (e) Upon contribute to the commencement of the Default Period, except with respect Company pursuant to any Carried Costs, Joint Development Operator, or if Joint Development Operator or any Affiliate of Joint Development Operator is the Defaulting Party, any Affected Party or Affected Parties, shall send the non-defaulting Development Parties a statement of the sum of money that the Defaulting Party failed to paythis Agreement, and the non-defaulting Development Parties shall pay Affected Member may contribute to the Company such amount within fifteen (15) 15 days following receipt of the such statement. If any non-defaulting Development Party fails to timely satisfy the Affected Member contributes such obligations, such non-defaulting Development Party shall thereupon be a Defaulting Party subject amount to the provisions Company, the Company shall issue Class A Units or Class B Units to the Affected Member in accordance with Section 5.02 (as applicable based on the subsection of this Article 5Section 5.02 pursuant to which the capital call related to such Default was issued) as if such contribution were made by the Affected Member thereunder. If all nonthe Affected Member does not contribute such amount within such 15-defaulting Development Parties fail to timely satisfy such obligationsday period, then (i) the Development Parties Members and the Management Committee shall be deemed to have unanimously determined not to make the expenditure to which such defaulted capital call relates (notwithstanding any prior authorization to make such expenditure and in any Budget), (ii) the Defaulting Party Member shall no longer be deemed to be in default Default with respect to such expenditurecontribution, and (iii) any amount previously contributed to the Company by the Affected Member pursuant to this Section 5.04(b) (and the Defaulting Member in the case of a partial Default) with respect to such capital call shall promptly be returned by the Company to the Affected Member (and the Defaulting Member if applicable) and such amounts shall not be considered to have been contributed by the Affected Member (or the Defaulting Member, if applicable) to the Company and any Units issued in respect of such amounts shall be cancelled. (c) Within 30 days after the Affected Member makes any contribution under Section 5.04(b) (the “Cure Period”), the Defaulting Member shall be entitled to cure the applicable Default by reimbursing the Affected Member for the entire amount of such contribution made by the Affected Member, together with interest thereon at the Interest Rate. Any such contributions made by the Affected Member, to the extent so reimbursed by the Defaulting Member, shall be treated as advances made by the Affected Member on behalf of the Defaulting Member and shall, for purposes of this Agreement, constitute loans made by the Affected Member to the Defaulting Member rather than contributions by the Affected Member to the Company (and any Units issued to the Affected Member in accordance with Section 5.04(b) shall be cancelled). Any such reimbursement payments (except to the extent made in respect of accrued interest on any defaulted contributions) made by the Defaulting Member to the Affected Member shall be treated as capital contributions by the Defaulting Member, and the Company shall issue Class A Units or Class B Units to the Defaulting Member in accordance with Section 5.02 (as applicable based on the subsection of Section 5.02 pursuant to which the capital call related to such Default was issued) as if such capital contributions were timely made thereunder. (d) Unless the applicable Default is cured in full by the Defaulting Member pursuant to Section 5.04(c) within the Cure Period, (i) the Defaulting Member shall have no right to receive distributions from the Company pursuant to Section 7.01, and such distributions shall instead be made to the Affected Member, until the Affected Member shall have received an amount of such distributions sufficient to reimburse the Affected Member for any such contributions made by the Affected Member (less any reimbursement payments made to the Affected Member by the Defaulting Member pursuant to Section 5.04(c)), together with interest thereon at the Interest Rate (less any interest payments made to the Affected Member by the Defaulting Member pursuant to Section 5.04(c)), and (ii) the Defaulting Member shall remain a Defaulting Member unless and until the Defaulting Member makes a cash payment to the Affected Member equal to the amount of any defaulted contributions funded by the Affected Member plus interest thereon at the Interest Rate (the “Cure Amount”) (less any reimbursement payments made to the Affected Member by the Defaulting Member pursuant to Section 5.04(c)). Notwithstanding the foregoing, with respect to any Default occurring prior to the Sandpiper Project In-Service Date, a Defaulting Member will be entitled, at any time prior to the fifth Business Day before the Sandpiper Project In-Service Date, to make a cash payment to the Affected Member equal to the Cure Amount (less any reimbursement payments made to the Affected Member by the Defaulting Member pursuant to Section 5.04(c)), and to thereby no longer be considered a Defaulting Member. In the event the Defaulting Member makes any such payment of the Cure Amount to the Affected Member after the expiration of the Cure Period, the Affected Member, in its sole discretion, shall be entitled to elect to either (i) forfeit, for no consideration, any portion of the Units issued to the Affected Member pursuant to Section 5.04(b) and not be credited for making any capital contribution to the Company with respect to the contributions funded pursuant to Section 5.04(b) to the extent such contributions were made in exchange for any Units that the Affected Member elects to forfeit, in which case (A) such amounts that are not treated as capital contributions by the Affected Member pursuant to this clause (i) shall be treated as advances made by the Affected Member on behalf of the Defaulting Member (such amounts, in the aggregate, the “Defaulting Member Deemed Contribution Amount”) and shall constitute loans made by the Affected Member to the Defaulting Member rather than contributions by the Affected Member to the Company, (B) the Defaulting Member shall be deemed to have timely made a capital contribution to the Company in an amount equal to the Defaulting Member Deemed Contribution Amount (except with respect to any portion of the Defaulting Member Deemed Contribution Amount that is comprised of interest on the contributions made by the Affected Member pursuant to Section 5.04(b)) for all purposes under this Agreement (other than Section 3.01(h)(i)), and (C) the Company shall issue Class B units to the Defaulting Member in accordance with Section 5.02(b) in respect of such portion of the Defaulting Member Deemed Contribution Amount that is treated as a capital contribution hereunder, and/or (ii) retain any portion of the Units issued to the Affected Member pursuant to Section 5.04(b) and be credited as having made capital contributions to the Company in the amount of the contributions made by the Affected Member pursuant to Section 5.04(b) to the extent such contributions were made in exchange for any Units that the Affected Member elects to retain, in which case the payment of the Cure Amount by the Defaulting Member shall not be treated as a capital contribution to the Company by the Defaulting Member for any purposes under this Agreement and the Defaulting Member shall not be issued any Class B Units in respect of such payment, to the extent any amount of such payment is treated as a capital contribution by the Affected Member pursuant to this clause (ii).

Certain Consequences of Default. (a) Notwithstanding any other provision in this Agreement or any Associated Agreement to the contrary, during the Default Period, the a Defaulting Party shall be subject to all rights and remedies available to the Affected Parties under the relevant Applicable Operating Agreements, Joint Entity Agreements and other Associated Agreements and in addition, a Defaulting Party shall have no right to: (i) make or elect to participate in in, directly or through an affiliated Entity Member, any proposal under this Agreement or any Applicable Operating Agreement; (ii) vote on any matter with respect to which approval is required under the express terms of this Agreement or any Associated Agreement (excluding any amendment or waiver of the terms of any such agreement); (iii) call any (A) Operating Committee or subcommittee meetingmeeting or (B) any meeting of the Management Board or any subcommittee of the Management Board; (iv) vote on any matter coming before the (A) Operating Committee or any subcommittee (except for any amendment to the Development Work Program pursuant to Section 4.1) or (B) the Management Board or any subcommittee of the Management Board (excluding any amendment of the applicable Joint Entity Agreement or waiver of the terms of such agreement); (v) access any data or information relating to any operation conducted under this Agreement or any Associated Agreement (except to the extent (i) that the Defaulting Party is Joint Development Operator or is a Party Operator, in which case or (ii) such Defaulting Party shall be entitled or any of its Affiliates is providing services to a Joint Entity pursuant to a services agreement, and in either case such data and information as may be is necessary for such Person to perform its responsibilities in such capacity); (vi) Transfer all or any part of its interests in its Joint Development Interest or any other Subject Oil and Gas Asset, or Encumber all or any part of its interests in its Subject Oil and Gas Assets Joint Development Interest except in a case of (aA) a Transfer (or a transfer pursuant to a Credit Facility Foreclosure) of a Joint Development Interest to a Person or Encumbrance in favor of a Person who simultaneously with such Transfer (or transfer) or Encumbrance satisfies in full the Total Amount in DefaultDefault of such Defaulting Party and its Affiliates, or (bB) a Credit Facility Encumbrance granted pursuant to a borrowing for which all or a portion of the proceeds thereof are used to pay the entire amount of the Total Amount in DefaultDefault of such Defaulting Party and its Affiliates; (vii) withhold consent to any Transfer of all or an undivided portion of the Joint Development Interest (including a Material Interest), or a Material Interest Change in Equity Ownership, of a non-defaulting Development an Affected Party pursuant to Article 7this Agreement or the applicable Associated Agreement, or exercise its preferential purchase right provided for in Section 8.1 this Agreement or the applicable Associated Agreement in the event of such a Transfer by a non-defaulting Development an Affected Party or in Section 8.2 in the event of a Change in Control Equity Ownership of a non-defaulting Development an Affected Party; or (viii) elect to acquire any portion of an Acquired Interest pursuant to Article 9. (b) In addition to the other remedies available to the Affected Parties under this Agreement and any other rights available to each Affected Party to recover its share of the Total Amount in Default Default, from and after the later to occur of the thirtieth (30th) day of the Default Period or the time upon which the Defaulting Party’s Escrow and its Affiliates’ collective balance in the Joint Operations Account Balance is equal to zero (0), (i) a Defaulting Party shall have no right to receive its Entitlement from the Leases included in the Subject Oil and Gas Assets Development Assets, and the Affected Parties shall have the right to collect such EntitlementEntitlement and (b) a Defaulting Party shall have no right to receive distributions from any Joint Entity, and such distributions shall instead be made to the Affected Parties who are Entity Members of the relevant Joint Entity, in each case until the expiration of the Default Period. Amounts received by the Affected Parties from the sale of such Entitlement and from such distributions shall be applied toward the Total Amount in Default as provided in Section 5.2(f). (c) Furthermore, during the Default Period, the Defaulting Party shall be deemed to have approved, and shall join with the non-defaulting Development Party in taking, any actions approved by the non-defaulting Development Parties during the Default Period which cannot be conducted as Sole Risk Development Operations under the terms of any Applicable Operating Agreement or Sole Risk Entity Operations under the terms of any Joint Entity Agreement. (d) Any Default Notice shall include a statement of the amount of money that the Defaulting Party has failed to pay. (e) The commencement of a Default Period shall not impair the Joint Development Operator’s right to use amounts held in the Joint Operations Account for the benefit of the Defaulting Party and its Affiliates for the purpose of paying Permitted Expenses for the account of such Defaulting Party and its Affiliates, and the Joint Development Operator shall continue to apply funds so held for this purpose until all funds held in the Joint Operations Account for the benefit of the Defaulting Party and its Affiliates have been exhausted. Upon the commencement and continuation of the Default Period, except with respect beginning on the first Business Day of the Calendar Month preceding the Calendar Month during which the amounts held in the Joint Operations Account for the benefit of the Defaulting Party and its Affiliates will no longer be sufficient to any pay the Defaulting Party’s and its Affiliates’ shares of Permitted Expenses (other than, if applicable, Carried Costs), and monthly thereafter until sufficient funds have been restored to the Joint Operations Account for the benefit of the Defaulting Party and its Affiliates to pay the Defaulting Party’s and its Affiliates’ shares of the following Calendar Month’s Permitted Expenses, Joint Development Operator, or if Joint Development Operator or any Affiliate of Joint Development Operator is the Defaulting Party, any Affected Party or Affected Parties, shall send the non-defaulting Development Parties and non-defaulting Entity Members a statement of the sum of money that such parties are required to pay with respect to the Defaulting Party’s and its Affiliates’ share of Permitted Expenses for the following Calendar Month, and, except to the extent such amounts have been satisfied by (i) payments by BG and any BG Member pursuant to Section 5.1(e) or (ii) by amounts paid to restore the amounts held in the Joint Operations Account for the benefit of the Defaulting Party failed and its Affiliates pursuant to paySection 5.2(f), and the non-defaulting Development Parties or Entity Members shall pay such amount within fifteen (15) days following receipt of the statementstatement in accordance with the terms of Section 2.3. If any non-defaulting Development Party or Entity Member fails to timely satisfy such obligations, such non-defaulting Development Party or Entity Member and its Affiliates shall thereupon be a Defaulting Party Parties subject to the provisions of this Article 5. If all non-defaulting Development Parties or non-defaulting Entity Members, as applicable, fail to timely satisfy such obligations, the Development Parties or Entity Members shall be deemed to have unanimously determined not to make such expenditure and the Defaulting Party shall no longer be deemed to be in default with respect to such expenditure. (f) All amounts collected with respect to a Defaulting Party and its Affiliates pursuant to Section 5.2(b), any other payments by or on behalf of a Defaulting Party or its Affiliates prior to satisfaction of the Total Amount in Default, and all amounts collected under any Joint Entity Agreement with respect to such Defaulting Party and its Affiliates shall, during the continuation of the default, be aggregated and applied to satisfy the Total Amount in Default with respect to such Defaulting Party and its Affiliates, ratably in proportion to the portion of the Total Amount in Default owed by each. Amounts received with respect to any component of the Total Amount in Default shall be paid first to the non-defaulting Development Parties or non-defaulting Entity Members, as applicable, in proportion to the amounts paid by each pursuant to Section 5.2(e) and (if applicable) under the applicable Joint Entity Agreement with respect to such component and second to restore the amount held in the Joint Operations Account for the benefit of the Defaulting Party and its Affiliates to the amount that would be required under Section 2.3. The non-defaulting Development Parties and Entity Members shall be entitled to enforce any and all security available to them under the Applicable Operating Agreements, Joint Entity Agreements and other Associated Agreements with respect to such Defaulting Party’s and its Affiliates’ Total Amount in Default, regardless of the specific agreement or particular Affiliate to which any particular component of the Total Amount in Default relates. For any Joint Entity Agreement that provides for reduction of a defaulting Entity Member’s Membership Interest based upon Capital Contributions made by such Entity Member when compared to those made by all Entity Members, the non-defaulting Entity Members shall be entitled, at their option, to make the calculation using the aggregates of all payments made by the defaulting Entity Member and its Affiliates pursuant to this Agreement and of all payments made by all Entity Members and their Affiliates pursuant to this Agreement, in lieu of using Capital Contributions made under the Joint Entity Agreement alone.

Certain Consequences of Default. (a) Notwithstanding any other provision in this Agreement or any Associated Agreement to the contrary, during During the Default PeriodPeriod (or, except with respect to Section 6.6(a)(iv), the Cross-Default Period), a Defaulting Party shall be subject to all rights and remedies available to the Affected Parties under the relevant Applicable Operating Agreements, and in addition, Member shall have no right to: (i) make or elect to participate in have its Representatives counted for purposes of determining a quorum for any proposal under this Agreement or any Applicable Operating Agreementvote of the Management Committee; (ii) vote or have its Representatives vote on any matter with respect to which Member approval or Management Committee approval is required under the express terms of this Agreement or (including with respect to any Associated Agreement (excluding any amendment or waiver of the terms of any such agreementConflict Activity); (iii) call request or call, or have its Representatives request or call, any Operating Committee or subcommittee meetingmeetings of the Management Committee; (iv) vote on receive any matter coming before distribution under Section 7.6 until the Operating Committee or any subcommittee expiration of the Default Period, and such distributions otherwise payable to the Defaulting Member shall instead (except A) first, be paid to the Non-Defaulting Member to reimburse the Non-Defaulting Member for any amendment outstanding Non-Defaulting Member Advances, plus interest thereon at the Interest Rate and (B) thereafter, until such Defaulting Member’s Total Amount in Default has been satisfied in full, be retained by the Company and applied as a reduction to the Development Work Program pursuant to Section 4.1Total Amount in Default (and amounts received towards the Total Amount in Default shall be deemed paid towards costs first, then interest and then principal, and in each case towards the oldest of each applicable type of expense (costs, interest or principal) first); (v) access any data or information relating to any operation conducted under this Agreement or any Associated Agreement (Transfer its Company Interest, except for, subject to the extent that the Defaulting Party is Joint Development Operator or is a Party Operatorprovisions of Section 5.1, in which case such Defaulting Party shall be entitled to such data and information as may be necessary to perform its responsibilities in such capacity); (vi) Transfer all or any part of its interests in its Joint Development Interest or any other Subject Oil and Gas Asset, or Encumber all or any part of its interests in its Subject Oil and Gas Assets except in a case of (a) a Transfer of a Joint Development all of its Company Interest to a Person or Encumbrance in favor of a Person who simultaneously with such Transfer transfer satisfies or Encumbrance satisfies causes to be satisfied in full the Total Amount in Default or, where applicable, cure the Cross-Default, or (b) a Credit Facility Encumbrance granted pursuant to a borrowing for which all or a portion of the proceeds thereof are used to pay the entire amount of the Total Amount in Default; (vii) withhold consent to any Transfer of all or an undivided portion of the Joint Development Interest or a Material Interest of a non-defaulting Development Party pursuant to Article 7, or exercise its preferential purchase right provided for in Section 8.1 in the event of such a Transfer by a non-defaulting Development Party or in Section 8.2 in the event of a Change in Control of a non-defaulting Development Party; or (viiivi) elect to acquire Exercise any portion of an Acquired Interest pursuant to Article 9rights under the Business Opportunity Agreement. (b) Upon the commencement of a Default Period, any Non-Defaulting Member may, but shall not be obligated to, advance (which shall not, except as provided in Section 6.6(c), be deemed a Capital Contribution) to the Company, the amount that the Defaulting Member has failed to pay (as set forth in the Default Notice), with each Non- Defaulting Member that elects to participate in such advance making its share of such advance in proportion to its Percentage Interest (without taking into account the Percentage Interest of the Defaulting Member) or in such other percentages as the participating Non-Defaulting Members may agree (a “Non-Defaulting Member Advance”). (c) In addition to the other remedies available to the Affected Parties Non-Defaulting Member under this Agreement Section 6.6, if a Defaulting Member is in Default and any other rights available has failed to each Affected Party to recover satisfy in full its share of the Total Amount in Default from and after Default, then the later to occur Non-Defaulting Member may, (x) if the Defaulting Member is (1) a direct or indirect Transferee of all or any portion of the thirtieth Paradigm Member’s Percentage Interests and (30th2) day of the Default Period or the time upon which the Defaulting Party’s Escrow Account Balance is equal to zero not Controlled by Stonepeak Infrastructure Fund (0)Orion AIV) LP, a Defaulting Party shall have no right to receive its Entitlement from the Leases included in the Subject Oil and Gas Assets and the Affected Parties shall have the right to collect such Entitlement. (c) FurthermoreDelaware limited partnership, at any time during the Default Period, or (y) otherwise, after the 30th day of the Default Period, elect to: (i) Reduce the Percentage Interest of the Defaulting Party Member by written notice to the Company and such Defaulting Member (an “Interest Reduction Notice,” and the date of delivery of the Interest Reduction Notice, the “Interest Reduction Notice Delivery Date”), and the Defaulting Member’s Percentage Interest shall be deemed reduced in accordance with the following formula: AMIDM = the adjusted Member Interest of the Defaulting Member, effective as of the Interest Reduction Notice Delivery Date (expressed as a percentage) CCDM = the aggregate Capital Contributions made to have approvedthe Company by the Defaulting Member as of the Interest Reduction Notice Delivery Date (expressed in dollars) CCT = the aggregate Capital Contributions made to the Company by all Members plus the Interest Reduction Amount; (ii) if such Defaulting Member or its Affiliate is the Construction Manager under the Construction Management Agreement and/or the Operator under the Operating Agreement, remove such Defaulting Member or its Affiliate as such Construction Manager and/or Operator; and/or (iii) purchase, and the Defaulting Member shall join with be obligated to sell to the nonNon-defaulting Development Party Defaulting Member, all, and not less than all, of the Company Interest held by such Defaulting Member and its Affiliates (the “Subject Interests”) (the right of such Non-Defaulting Member described in takingthis Section 6.6(c)(iii), any actions approved a “Call Option”); provided, that a Non-Defaulting Member shall not have a Call Option where the applicable Default is the failure by the non-defaulting Development Parties during Defaulting Member to, in accordance with Section 6.1(c)(i), contribute its Percentage Interest share of the Default Period which cannot be conducted as Sole Risk Development Operations amount specified in a Call Notice issued with respect to funding under the terms of any Applicable Operating Agreement. (d) Any Default Notice shall include a statement In the event of the election by a Non-Defaulting Member of the remedy set forth in Section 6.6(c)(i) above, then (i) the Non-Defaulting Member’s Percentage Interest shall be increased by the amount of money that by which the Defaulting Party has failed Member’s Percentage Interest is reduced; (ii) the Non-Defaulting Member Advance shall thereupon be deemed a Capital Contribution by such Non-Defaulting Member; and (iii) the Company shall thereupon cause the Percentage Interests to paybe revised in its records to reflect the adjustments described in this Section 6.6 as of the Interest Reduction Notice Delivery Date. (e) Upon the commencement any reduction of the Default PeriodDefaulting Member’s Percentage Interest pursuant to this Section 6.6, except with respect to any Carried Costs, Joint Development Operator, or if Joint Development Operator or any Affiliate of Joint Development Operator is the Defaulting PartyMember’s Total Amount in Default shall be deemed satisfied in full and consequently the Default Period shall terminate. (f) The Non-Defaulting Member may exercise its Call Option by providing written notice (a “Purchase Notice”) to the Company and the Defaulting Member of the Non-Defaulting Member’s irrevocable election to exercise its Call Option. Upon the exercise of a Call Option, any Affected Party or Affected Parties, the price to be paid for the Subject Interests to be repurchased in connection therewith (the “Purchase Price”) shall send be equal to the non-defaulting Development Parties a statement greater of (i) $0 and (ii) the sum of money that all Unreturned Capital Contributions of the Defaulting Party failed to pay, and the non-defaulting Development Parties shall pay such amount within fifteen (15) days following receipt Member multiplied by 0.90. The closing of the statement. If any nonpurchase of the Subject Interests pursuant to this Section 6.6(f) shall take place on the date designated by the Non-defaulting Development Party fails to timely satisfy such obligationsDefaulting Member, such non-defaulting Development Party which date shall thereupon be a Defaulting Party not less than 5 days or, subject to the provisions receipt of any approvals required by applicable Law, more than 60 days after the delivery of a Purchase Notice. The Non-Defaulting Member (or its designee) shall pay for the Subject Interests to be purchased pursuant to this Article 5Section 6.6(f) by a check or wire transfer of immediately available funds at such closing. If all non-defaulting Development Parties fail Each holder of Subject Interests selling Subject Interests pursuant to timely satisfy such obligations, the Development Parties this Section 6.6(f) shall not be deemed to have unanimously determined not required to make any representations or warranties in connection with such expenditure Transfer other than representations and the Defaulting Party shall no longer be deemed warranties as to (a) such seller’s ownership of its Subject Interests to be in default with respect transferred free and clear of Liens and (b) such seller’s power and authority to effect such expenditureTransfer.

Certain Consequences of Default. (a) Notwithstanding any other provision in this Agreement or any Associated Agreement to the contrary, during the Default Period, the a Defaulting Party shall be subject to all rights and remedies available to the Affected Parties under the relevant Applicable Operating Agreements, and in addition, Member shall have no right to: (i) except for Required Asset Upgrades, make or elect to participate in any proposal under this Agreement or any Applicable Operating Agreement; (ii) vote on any matter with respect to which Member approval is required under the express terms of this Agreement or any Associated Agreement (excluding any amendment or waiver of the terms of any such agreementthis Agreement); (iii) call any Operating Committee Management Board or subcommittee meeting; (iv) except for votes by the Board Members of such Defaulting Member under Section 5.1(c)(i) that pertain to Development Work Programs, vote on any matter coming before the Operating Committee Management Board or any subcommittee (except for any amendment to the Development Work Program pursuant to Section 4.1)subcommittee; (v) access any data or information relating to any operation conducted under this Agreement or any Associated Agreement by the Company (except to the extent that such Member or an Affiliate of such Member is providing Services to the Defaulting Party is Joint Development Operator or is Company Group Members pursuant to a Party OperatorServices Agreement, in which case such Defaulting Party shall be entitled to and such data and or information as may be is necessary for such Member or Affiliate to perform its responsibilities in such capacitythereunder); (vi) elect to participate in any proposed New Business (other than a Required Asset Upgrade) under Section 13.3; (vii) Transfer all or any part of its interests in its Joint Development Interest or any other Subject Oil and Gas Asset, or Encumber all or any part of its interests in its Subject Oil and Gas Assets except in a case of Member Interest except: (aA) a Transfer of a Joint Development Interest to a Person or Encumbrance of Member Interest in favor of a Person who simultaneously with such Transfer or Encumbrance satisfies in full the Total Amount in Default, ; or (bB) a Credit Facility Encumbrance granted pursuant to a borrowing for which all or a portion of the proceeds thereof are used to pay the entire amount of the Total Amount in Default; (viiviii) withhold consent to any Transfer of all or an undivided portion of the Joint Development Interest or a Material Member Interest of a non-defaulting Development Party Member pursuant to Article 711, or exercise its preferential purchase right provided for in Section 8.1 12.1 in the event of such a Transfer by a non-defaulting Development Party Member, or in Section 8.2 12.2 in the event of a Change in Control of a non-defaulting Development PartyMember; or (viiiix) elect to acquire participate in the acquisition of any portion of an Acquired Interest Business pursuant to Article 9Section 13.1. (b) In addition to the other remedies available to the Company and the Affected Parties Members under this Agreement and any other rights available to each Affected Party Member to recover its share of the Total Amount in Default Default, from and after the later to occur of the thirtieth (30th) day of the Default Period or the time upon which the Defaulting Party’s Escrow Account Balance is equal to zero (0)Period, a Defaulting Party Member shall have no right to receive its Entitlement distributions from the Leases included Company pursuant to Section 4.5 until the expiration of the Default Period, and such distributions shall instead (to the extent applicable) be made to the Affected Members for advances made by such Affected Members on behalf of the Defaulting Member pursuant to Section 3.6(e), plus interest thereon as provided in Section 3.5(c). Amounts received towards the Total Amount in Default shall be deemed paid towards the oldest of each applicable type of expense (costs, interest or principal) first. If there is more than one Affected Member, the distributions attributable to the Member Interests of the Defaulting Member shall be shared among the Affected Members in the Subject Oil and Gas Assets and proportions that such Affected Members’ Member Interests bear to the aggregate Member Interests of such Affected Parties shall have the right to collect such EntitlementMembers. (c) Furthermore, during the Default Period, the Defaulting Party shall be deemed to have approved, and shall join with the non-defaulting Development Party in taking, any actions approved by the non-defaulting Development Parties during the Default Period which cannot be conducted as Sole Risk Development Operations under the terms of any Applicable Operating Agreement. (d) Any Default Notice shall include a statement of the amount of money that the Defaulting Party Member has failed to pay. (d) If the Defaulting Member remedies its default in full before the Default Period commences, the Company shall promptly notify each non-defaulting Member and such Defaulting Member’s Credit Facility Lender (if any) of such occurrence. (e) Upon the commencement of the Default Period, except with respect to any Carried Costs, Joint Development Operator, or if Joint Development Operator or any Affiliate of Joint Development Operator is the Defaulting Party, any Affected Party or Affected Parties, Company shall send the non-defaulting Development Parties Members a statement of the sum of money that the Defaulting Party Member failed to pay, pay and the such non-defaulting Development Parties Members shall pay such amount within fifteen (15) days following receipt of the statement. Each such non-defaulting Member shall be required to pay that portion of the amount that the Defaulting Member failed to furnish that such non-defaulting Member’s Member Interest bears to the aggregate Member Interests of all non-defaulting Members. If any non-defaulting Development Party Member fails to timely satisfy such obligations, such non-defaulting Development Party Member shall thereupon be a Defaulting Party Member subject to the provisions of this Article 5. If all non-defaulting Development Parties fail to timely satisfy such obligationsSections 3.5, the Development Parties shall be deemed to have unanimously determined not to make such expenditure 3.6 and the Defaulting Party shall no longer be deemed to be in default with respect to such expenditure3.

Certain Consequences of Default. (a) Notwithstanding any other provision in this Agreement or any Associated Agreement to the contrary, during the Default Period, the a Defaulting Party shall be subject to all rights and remedies available to the Affected Parties under the relevant Applicable Operating Agreements, and in addition, Member shall have no right to: (i) except for Required Asset Upgrades, make or elect to participate in any proposal under this Agreement or any Applicable Operating Agreement; (ii) vote on any matter with respect to which Member approval is required under the express terms of this Agreement or any Associated Agreement (excluding any amendment or waiver of the terms of any such agreementthis Agreement); (iii) call any Operating Committee Management Board or subcommittee meeting; (iv) except for votes by the Board Members of such Defaulting Member under Section 5.1(c)(i) that pertain to Development Work Programs, vote on any matter coming before the Operating Committee Management Board or any subcommittee (except for any amendment to the Development Work Program pursuant to Section 4.1)subcommittee; (v) access any data or information relating to any operation conducted under this Agreement or any Associated Agreement by the Company (except to the extent that such Member or an Affiliate of such Member is providing Services to the Defaulting Party is Joint Development Operator or is Company Group Members pursuant to a Party OperatorServices Agreement, in which case such Defaulting Party shall be entitled to and such data and or information as may be is necessary for such Member or Affiliate to perform its responsibilities in such capacitythereunder); (vi) elect to participate in any proposed New Business (other than a Required Asset Upgrade) under Section 13.3; (vii) Transfer or Encumber or transfer pursuant to a Credit Facility Foreclosure all or any part of its interests in its Joint Development Member Interest except: (A) a Transfer, Encumbrance, or transfer pursuant to a Credit Facility Foreclosure of Member Interest or any other Subject Oil and Gas Asset, or Encumber all or any part of its interests in its Subject Oil and Gas Assets except in a case of (a) a Transfer of a Joint Development Interest to a Person or Encumbrance portion thereof in favor of a Person who simultaneously with such Transfer or Encumbrance satisfies in full the Total Amount in Default, ; or (bB) a Credit Facility Encumbrance granted pursuant to a borrowing for which all or a portion of the proceeds thereof are used to pay the entire amount of the Total Amount in Default; (viiviii) withhold consent to any Transfer of all or an undivided portion of the Joint Development Interest Member Interest, or a Material Interest Change in Control, of a non-defaulting Development Party Member pursuant to Article 711, or exercise its preferential purchase right provided for in Section 8.1 12.1 in the event of such a Transfer by a non-defaulting Development Party Member, or in Section 8.2 12.2 in the event of a Change in Control of a non-defaulting Development PartyMember; or (viiiix) elect to acquire participate in the acquisition of any portion of an Acquired Interest Business pursuant to Article 9Section 13.1. (b) In addition to the other remedies available to the Company and the Affected Parties Members under this Agreement and any other rights available to each Affected Party Member to recover its share of the Total Amount in Default Default, from and after the later to occur of the thirtieth (30th) day of the Default Period or the time upon which the Defaulting Party’s Escrow Account Balance is equal to zero (0)Period, a Defaulting Party Member shall have no right to receive its Entitlement distributions from the Leases included in Company pursuant to Section 4.6 until the Subject Oil and Gas Assets and the Affected Parties shall have the right to collect such Entitlement. (c) Furthermore, during the Default Period, the Defaulting Party shall be deemed to have approved, and shall join with the non-defaulting Development Party in taking, any actions approved by the non-defaulting Development Parties during the Default Period which cannot be conducted as Sole Risk Development Operations under the terms of any Applicable Operating Agreement. (d) Any Default Notice shall include a statement of the amount of money that the Defaulting Party has failed to pay. (e) Upon the commencement expiration of the Default Period, except with respect and such distributions shall instead (to any Carried Costs, Joint Development Operator, or if Joint Development Operator or any Affiliate the extent applicable) be made to the Affected Members for advances made by such Affected Members on behalf of Joint Development Operator is the Defaulting Party, any Affected Party or Affected Parties, shall send the non-defaulting Development Parties a statement of the sum of money that the Defaulting Party failed to pay, and the non-defaulting Development Parties shall pay such amount within fifteen (15) days following receipt of the statement. If any non-defaulting Development Party fails to timely satisfy such obligations, such non-defaulting Development Party shall thereupon be a Defaulting Party subject to the provisions of this Article 5. If all non-defaulting Development Parties fail to timely satisfy such obligations, the Development Parties shall be deemed to have unanimously determined not to make such expenditure and the Defaulting Party shall no longer be deemed to be in default with respect to such expenditure.Member pursuant to