Common use of Management and Operation of Business Clause in Contracts

Management and Operation of Business. Section 7.1 Management 34 Section 7.2 The Board of Directors; Election and Appointment; Term; Manner of Acting 36 Section 7.3 Nominations of Elected Directors 38 Section 7.4 Removal of Members of Board of Directors 42 Section 7.5 Resignations of Members of the Board of Directors 42 Section 7.6 Vacancies on the Board of Directors 43 Section 7.7 Meetings; Committees; Chairman 43 Section 7.8 Officers 44 Section 7.9 Compensation of Directors 45 Section 7.10 Certificate of Formation 45 Section 7.11 Restrictions on the Authority of the Board of Directors 46 Section 7.12 Reimbursement of the Transocean Member 46 Section 7.13 Outside Activities 47 Section 7.14 Loans from the Transocean Member; Loans or Contributions from the Company or Group Members 48 Section 7.15 Indemnification 48 Section 7.16 Liability of Indemnitees 50 Section 7.17 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 51 Section 7.18 Other Matters Concerning the Board of Directors 53 Section 7.19 Purchase or Sale of Membership Interests 54 Section 7.20 Registration Rights of the Transocean Member and its Affiliates 54 Section 7.21 Reliance by Third Parties 59 ARTICLE VIII

Management and Operation of Business. Section 7.1 Management 34 28 Section 7.2 The Board of Directors; Election and Appointment; Term; Manner of Acting 36 29 Section 7.3 Nominations of Elected Directors 38 29 Section 7.4 Removal of Members of Board of Directors 42 30 Section 7.5 Resignations of Members of the Board of Directors 42 30 Section 7.6 Vacancies on the Board of Directors 43 30 Section 7.7 Meetings; Committees; Chairman 43 30 Section 7.8 Officers 44 31 Section 7.9 Compensation of Directors 45 32 Section 7.10 Certificate of Formation 45 Limited Partnership 32 Section 7.11 Restrictions on the Authority of the Board of Directors 46 and the General Partner 32 Section 7.12 Reimbursement of the Transocean Member 46 General Partner 32 Section 7.13 Outside Activities 47 33 Section 7.14 Loans from the Transocean MemberGeneral Partner; Loans or Contributions from the Company Partnership or Group Members 48 34 Section 7.15 Indemnification 48 35 Section 7.16 Liability of Indemnitees 50 36 Section 7.17 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 51 36 Section 7.18 Other Matters Concerning the General Partner and the Board of Directors 53 38 Section 7.19 Purchase or Sale of Membership Partnership Interests 54 39 Section 7.20 Registration Rights of the Transocean Member General Partner and its Affiliates 54 39 Section 7.21 Reliance by Third Parties 59 41 ARTICLE VIIIVIII BOOKS, RECORDS, ACCOUNTING AND REPORTS Section 8.1 Records and Accounting 41 Section 8.2 Fiscal Year 41 Section 8.3 Reports 41 ARTICLE IX

Management and Operation of Business. Section 7.1 Management 34 Section 7.2 The Board of Directors; Election 5.1 Power and Appointment; Term; Manner of Acting 36 Section 7.3 Nominations of Elected Directors 38 Section 7.4 Removal of Members Authority of Board of Directors 42 17 Section 7.5 Resignations 5.2 Number, Qualification and Term of Members of the Board Office of Directors 42 17 Section 7.6 Vacancies on the Board 5.3 Classes of Directors 43 17 Section 7.7 Meetings; Committees; Chairman 43 5.4 Removal 18 Section 7.8 Officers 44 5.5 Resignations 19 Section 7.9 Compensation 5.6 Vacancies 19 Section 5.7 Nomination of Directors 45 19 Section 7.10 Certificate 5.8 Chairman of Formation 45 Meetings 20 Section 7.11 Restrictions on the Authority 5.9 Place of the Board Meetings 20 Section 5.10 Regular Meetings 20 Section 5.11 Special Meetings 20 Section 5.12 Action Without Meeting 20 Section 5.13 Notice 20 Section 5.14 Meetings by Remote Communication 21 Section 5.15 Quorum 21 Section 5.16 Waiver of Notice 21 Section 5.17 Regulations 21 Section 5.18 Minutes 21 Section 5.19 Remuneration 22 Section 5.20 Reliance by Third Parties 22 Section 5.21 Consent Rights 22 ARTICLE VI EXCULPATION, INDEMNIFICATION, ADVANCES AND INSURANCE. Section 6.1 Exculpation 24 Section 6.2 Indemnification 24 Section 6.3 Duties of Officers and Directors 46 26 Section 7.12 Reimbursement of the Transocean Member 46 Section 7.13 Outside Activities 47 Section 7.14 Loans from the Transocean Member; Loans or Contributions from the Company or Group Members 48 Section 7.15 Indemnification 48 Section 7.16 Liability of Indemnitees 50 Section 7.17 6.4 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 51 27 Section 7.18 Other Matters Concerning the Board 6.5 Outside Activities 28 ARTICLE VII COMMITTEES Section 7.1 Designation, Powers 29 Section 7.2 Procedure; Meetings; Quorum 29 Section 7.3 Alternate Members of Directors 53 Section 7.19 Purchase or Sale of Membership Interests 54 Section 7.20 Registration Rights of the Transocean Member and its Affiliates 54 Section 7.21 Reliance by Third Parties 59 Committees 29 ARTICLE VIII

Management and Operation of Business. Section 7.1 Management 34 Section 7.2 The Board of Directors; Election and Appointment; Term; Manner of Acting 36 35 Section 7.3 Nominations of Elected Directors 38 36 Section 7.4 Removal of Members of Board of Directors 42 36 Section 7.5 Resignations of Members of the Board of Directors 42 36 Section 7.6 Vacancies on the Board of Directors 43 37 Section 7.7 Meetings; Committees; Chairman 43 37 Section 7.8 Officers 44 38 Section 7.9 Compensation of Directors 45 39 Section 7.10 Certificate of Formation 45 Limited Partnership 39 Section 7.11 Restrictions on the Authority of the Board of Directors 46 and the General Partner 39 Section 7.12 Reimbursement of the Transocean Member 46 General Partner 40 Section 7.13 Outside Activities 47 41 Section 7.14 Loans from the Transocean MemberGeneral Partner; Loans or Contributions from the Company Partnership or Group Members 48 42 Section 7.15 Indemnification 48 42 Section 7.16 Liability of Indemnitees 50 44 Section 7.17 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 51 45 Section 7.18 Other Matters Concerning the General Partner and the Board of Directors 53 47 Section 7.19 Purchase or Sale of Membership Partnership Interests 54 47 Section 7.20 Registration Rights of the Transocean Member General Partner and its Affiliates 54 48 Section 7.21 Reliance by Third Parties 59 50 ARTICLE VIIIVIII BOOKS, RECORDS, ACCOUNTING AND REPORTS Section 8.1 Records and Accounting 51 Section 8.2 Fiscal Year 51 Section 8.3 Reports 51 ARTICLE IX

Management and Operation of Business. Section 7.1 Management 34 Section 7.2 The Board of Directors; Election 5.1 Power and Appointment; Term; Manner of Acting 36 Section 7.3 Nominations of Elected Directors 38 Section 7.4 Removal of Members Authority of Board of Directors 42 15 Section 7.5 Resignations 5.2 Number, Qualification and Term of Members of the Board Office of Directors 42 15 Section 7.6 Vacancies on the Board 5.3 Classes of Directors 43 15 Section 7.7 Meetings; Committees; Chairman 43 5.4 Removal 16 Section 7.8 Officers 44 5.5 Resignations 17 Section 7.9 Compensation 5.6 Vacancies 17 Section 5.7 Nomination of Directors 45 17 Section 7.10 Certificate 5.8 Chairman of Formation 45 Meetings 17 Section 7.11 Restrictions on the Authority 5.9 Place of the Board Meetings 17 Section 5.10 Regular Meetings 17 Section 5.11 Special Meetings 18 Section 5.12 Action Without Meeting 18 Section 5.13 Notice 18 Section 5.14 Meetings by Remote Communication 18 Section 5.15 Quorum 18 Section 5.16 Waiver of Notice 18 Section 5.17 Regulations 19 Section 5.18 Minutes 19 Section 5.19 Remuneration 19 Section 5.20 Reliance by Third Parties 19 Section 5.21 Consent Rights 20 ARTICLE VI EXCULPATION, INDEMNIFICATION, ADVANCES AND INSURANCE. Section 6.1 Exculpation 21 Section 6.2 Indemnification 21 Section 6.3 Duties of Officers and Directors 46 23 Section 7.12 Reimbursement of the Transocean Member 46 Section 7.13 Outside Activities 47 Section 7.14 Loans from the Transocean Member; Loans or Contributions from the Company or Group Members 48 Section 7.15 Indemnification 48 Section 7.16 Liability of Indemnitees 50 Section 7.17 6.4 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 51 24 Section 7.18 Other Matters Concerning the Board 6.5 Outside Activities 24 ARTICLE VII COMMITTEES Section 7.1 Designation, Powers 25 Section 7.2 Procedure; Meetings; Quorum 25 Section 7.3 Alternate Members of Directors 53 Section 7.19 Purchase or Sale of Membership Interests 54 Section 7.20 Registration Rights of the Transocean Member and its Affiliates 54 Section 7.21 Reliance by Third Parties 59 Committees 26 ARTICLE VIII