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

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 5941 Section 8.1 Records and Accounting 41 Section 8.2 Fiscal Year 41 Section 8.3 Reports 41

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 45 Section 7.5 5.2 Number, Qualification and Term of Office of Directors 47 Section 5.3 Election of Directors 48 Section 5.4 Removal 48 Section 5.5 Resignations 48 Section 5.6 Vacancies 49 Section 5.7 Nomination of Directors 49 Section 5.8 Chairman of Meetings 49 Section 5.9 Place of Meetings 50 Section 5.10 Regular Meetings 50 Section 5.11 Special Meetings; Notice 50 Section 5.12 Action Without Meeting 50 Section 5.13 Conference Telephone Meetings 51 Section 5.14 Quorum 51 Section 5.15 Committees 51 Section 5.16 Alternate Members of the Board Committees 52 Section 5.17 Minutes of Directors 42 Committees 52 Section 7.6 Vacancies on the Board of Directors 43 5.18 Remuneration 52 Section 7.7 Meetings; Committees; Chairman 43 5.19 Exculpation, Indemnification, Advances and Insurance 52 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 5.20 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 51 57 Section 7.18 Other Matters Concerning the Board 5.21 Certificate of Directors 53 Formation 58 Section 7.19 Purchase or Sale 5.22 Officers 58 Section 5.23 Duties of Membership Interests 54 Officers and Directors. 61 Section 7.20 Registration Rights of the Transocean Member and its Affiliates 54 5.24 Outside Activities 62 Section 7.21 5.25 Reliance by Third Parties 5962 Section 5.26 Acquisitions by FIG LLC 63 Section 6.1 Records and Accounting 63 Section 6.2 Fiscal Year 64 Section 6.3 Reports 64 Section 7.1 Tax Returns and Information 64 Section 7.2 Tax Elections 65 Section 7.3 Tax Controversies 65

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 5950 Section 8.1 Records and Accounting 51 Section 8.2 Fiscal Year 51 Section 8.3 Reports 51

Management and Operation of Business. Section 7.1 Management 34 35 Section 7.2 The Board of Directors; Election and Appointment; Term; Manner of Acting 36 Section 7.3 Nominations of Elected Directors 38 37 Section 7.4 Removal of Members of Board of Directors 42 37 Section 7.5 Resignations of Members of the Board of Directors 42 38 Section 7.6 Vacancies on the Board of Directors 43 38 Section 7.7 Meetings; Committees; Chairman 43 38 Section 7.8 Officers 44 40 Section 7.9 Compensation of Directors 45 40 Section 7.10 Certificate of Formation 45 40 Section 7.11 Restrictions on the Authority of the Board of Directors 46 Directors. 41 Section 7.12 Reimbursement of the Transocean Seadrill Member 46 41 Section 7.13 Outside Activities 47 Activities. 42 Section 7.14 Loans from the Transocean Seadrill Member; Loans or Contributions from the Company or Group Members 48 43 Section 7.15 Indemnification 48 44 Section 7.16 Liability of Indemnitees 50 46 Section 7.17 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 51 46 Section 7.18 Other Matters Concerning the Board of Directors 53 48 Section 7.19 Purchase or Sale of Membership Interests 54 49 Section 7.20 Registration Rights of the Transocean Seadrill Member and its Affiliates 54 49 Section 7.21 Reliance by Third Parties 5951