Common use of PARTICIPANT AGREEMENT TO IMPLEMENT CONSERVATION MEASURES Clause in Contracts

PARTICIPANT AGREEMENT TO IMPLEMENT CONSERVATION MEASURES. Pursuant to Section XIV. FUNDING AND ENROLLMENT PROCESS of the CCA and as further set forth in this CP, the oil and gas Participant agrees to pay Habitat Conservation Fees for CEHMM to provide for: • The conservation of the Covered Species; • The conservation, reclamation, and restoration of the habitat suitable or beneficial to the Covered Species; and, • The implementation and administration of this CCA. Rather than paying Habitat Conservation Fees, the oil and gas Participant may elect to instead contribute in-kind services. In cooperation with the Participants, CEHMM will identify the amount and nature of the in-kind services on a case-by-case basis. In addition to payment of Habitat Conservation Fees or contribution of in-kind services, the oil and gas Participant agrees to implement the following Conservation Measures for New Surface Disturbance to avoid and minimize impacts to Covered Species: A. Zone A - No New Surface Disturbance in Occupied Habitat within the Black River and Delaware River. A description of currently Occupied Habitat can be found in Appendix B of the CCA. B. Zone B – Within the Black and Delaware rivers (excluding Zone A in each), and Blue Springs and their associated USGS 100-year Floodplain, the Participant will exercise good faith efforts to avoid Zone B. Where the Participant cannot avoid Zone B, this CCA and its associated CP authorizes New Surface Disturbance subject to the following: 1 A. Zone A - No New Surface Disturbance in Occupied Habitat within the Black River and Delaware River. A description of currently Occupied Habitat can be found in Appendix B.

PARTICIPANT AGREEMENT TO IMPLEMENT CONSERVATION MEASURES. Pursuant to Section XIV. FUNDING AND ENROLLMENT PROCESS of the CCA CCAA and as further set forth in this CPCI, the oil and gas Participant agrees to pay Habitat Conservation Fees for CEHMM to provide for: • The conservation of the Covered Species; • The conservation, reclamation, and restoration of the habitat suitable or beneficial to the Covered Species; and, • The implementation and administration of this CCACCAA. Rather than paying Habitat Conservation Fees, the oil and gas Participant may elect to instead contribute in-kind services. In cooperation with the ParticipantsParticipant, CEHMM will identify the amount and nature of the in-kind services on a case-by-case basis. In addition to payment of Habitat Conservation Fees or contribution of in-kind services, the oil and gas Participant agrees to implement the following Conservation Measures for New Surface Disturbance to avoid and minimize impacts to Covered Species: A. Zone A - No New Surface Disturbance in Occupied Habitat within the Black River and Delaware River. A description of currently Occupied Habitat can be found in Appendix B of the CCA.B. B. Zone B – Within the Black and Delaware rivers (excluding Zone A in each), and Blue Springs and their associated USGS 100-year Floodplain, the Participant will exercise good faith efforts to avoid Zone B. Where the Participant cannot avoid Zone B, this CCA CCAA and its associated CP CI authorizes New Surface Disturbance subject to the following: 1 A. 1. The oil and gas Participant shall identify and submit to CEHMM a reason that Zone A - No B cannot be avoided. Reasons may include, but are not limited to: i. The mineral estate cannot otherwise be accessed; ii. The Participant lacks surface or right-of-way access; iii. Contractual or landowner restrictions; iv. The mineral resource cannot be accessed utilizing proven technology reasonably available in the Permian Basin; v. The potential to increase environmental impacts; vi. Safety considerations; vii. The project would become economically infeasible; or, viii. Others, as approved by CEHMM, in conjunction with the FWS. 2. If Zone B cannot be avoided, the oil and gas Participant shall take the following steps to minimize the potential impacts: i. Implement erosion control measures in accordance with the Reasonable and Prudent Practices for Stabilization (“XXXXX”)(see Appendix G); ii. Comply with SPCC requirements (Appendix H) in accordance with 40 CFR Part 112; iii. Comply with the United States Army Corp of Engineers (USACE) Nationwide 12 General Permit, where applicable; iv. Educate personnel, agents, and contractors about the requirements of the CI and this CCAA and provide direction in accordance with the Conservation Measures. CEHMM will notify the Participant to resolve any issues with their subcontractors; v. Provide CEHMM with the permit from New Mexico Oil Conservation Division (NMOCD), if applicable; and, vi. Provide CEHMM plats or other electronic media describing the New Surface Disturbance in Occupied Habitat within and exiting surface disturbance utilized for the Project. C. Zone C - Ephemeral Drainages to the Black River and Delaware Riverrivers. A description The oil and gas Participant will exercise good faith efforts to avoid, if feasible, obstructing or disrupting the natural flow of currently Occupied Habitat can be found ephemeral drainages. If it is not feasible to avoid these areas, the Participant shall take the following steps to minimize the potential impacts: 1. Implement erosion control measures in accordance with the Reasonable and Prudent Practices for Stabilization (“XXXXX”) (see Appendix B.G); 2. Comply with SPCC requirements (Appendix H) in accordance with 40 CFR Part 112;

PARTICIPANT AGREEMENT TO IMPLEMENT CONSERVATION MEASURES. Pursuant to Section XIV. FUNDING AND ENROLLMENT PROCESS XIV of the CCA CCAA and as further set forth in this CPCI, the oil and gas Participant agrees to pay Habitat Conservation Fees for CEHMM to provide for: •  The conservation of the Covered Species; •  The conservation, reclamation, and restoration of the habitat suitable or beneficial to the Covered Species; and, •  The implementation and administration of this CCACCAA. Rather than paying Habitat Conservation Fees, the oil and gas Participant may elect to instead contribute in-kind services. In cooperation with the ParticipantsParticipant, CEHMM will identify the amount and nature of the in-kind services on a case-by-case basis. In addition to payment of Habitat Conservation Fees or contribution of in-kind services, the oil and gas Participant agrees to implement the following Conservation Measures for New Surface Disturbance to avoid and minimize impacts to Covered Species: A. Zone A - No New Surface Disturbance in Occupied Habitat within the Black River and Delaware River. A description of currently Occupied Habitat can be found in Appendix B of the CCACCAA. B. Zone B – Within the Black and Delaware rivers (excluding Zone A in each), and Blue Springs and their associated USGS 100-year Floodplain, the Participant will exercise good faith efforts to avoid Zone B. Where the Participant cannot avoid Zone B, this CCA CCAA and its associated CP CI authorizes New Surface Disturbance subject to the following: 1 A. 1. The oil and gas Participant shall identify and submit to CEHMM a reason that Zone A - No B cannot be avoided. Reasons may include, but are not limited to: i. The mineral estate cannot otherwise be accessed; ii. The Participant lacks surface or right-of-way access; iii. Contractual or landowner restrictions; iv. The mineral resource cannot be accessed utilizing proven technology reasonably available in the Permian Basin; v. The potential to increase environmental impacts; vi. Safety considerations; vii. The project would become economically infeasible; or, viii. Others, as approved by CEHMM. 2. The oil and gas Participant shall take the following steps to minimize the potential impacts: i. Where feasible, site project to take advantage of existing and available infrastructure and improvements; ii. Implement erosion control measures in accordance with the Reasonable and Prudent Practices for Stabilization (“XXXXX”)(see Appendix G); iii. Comply with SPCC requirements (Appendix H) in accordance with 40 CFR Part 112; iv. Comply with the United States Army Corp of Engineers (USACE) Nationwide 12 General Permit, where applicable; v. Utilize technologies (like underground borings for pipelines), where feasible; vi. Educate personnel, agents, and contractors about the requirements of this CI and the CCAA and provide direction in accordance with the Conservation Measures. CEHMM will notify the Participant to resolve any issues with their subcontractors; vii. Provide CEHMM with the permit from New Mexico Oil Conservation Division (NMOCD), if applicable; and, viii. Provide CEHMM plats or other electronic media describing the New Surface Disturbance in Occupied Habitat within for the Project. C. Zone C - Ephemeral Drainages to the Black River and Delaware Riverrivers. A description The oil and gas Participant will exercise good faith efforts to avoid, if feasible, obstructing or disrupting the natural flow of currently Occupied Habitat can ephemeral drainages. If it is not feasible to avoid these areas, the Participant shall take the following steps to minimize the potential impacts: 1. Implement erosion control measures in accordance with the Reasonable and Prudent Practices for Stabilization (“XXXXX”) (see Appendix G); 2. Comply with SPCC requirements (Appendix H) in accordance with 40 CFR Part 112; 3. Educate personnel, agents and contractors about the requirements of the CI and this CCAA and provide direction in accordance with the Conservation Measures. CEHMM will notify the Participant to resolve any issues with their subcontractors; 4. Comply with the USACE Nationwide 12 General Permit, where applicable; 5. Utilize technologies (like underground borings for pipelines), where feasible; 6. Provide CEHMM with the permit from NMOCD, if applicable; and, 7. Provide CEHMM plats or other electronic media describing the New Surface Disturbance for the Project. D. Zone D - CCAA Boundary requirements. The oil and gas Participant shall comply with SPCC requirements (Appendix H) in accordance with 40 CFR Part 112. SPCC plans for Participant’s New Surface Disturbance of Enrolled Properties subject to this CI will be found in Appendix B.available upon request to be used by CEHMM. 1. Provide CEHMM with the permit from NMOCD, if applicable; and, 2. Provide CEHMM plats or other electronic media describing the New Surface Disturbance for the Project.