Common use of Payment of Certain Rentals Clause in Contracts

Payment of Certain Rentals. If, at any time within the period that is thirty (30) days prior to the expiration of any Lease included in the Subject Assets, no approved Annual Work Program and Budget contemplates commencement of drilling operations or payment of delay rentals as may be necessary to maintain such Lease in existence, a Development Party with an interest in such Lease shall have the right to pay such delay rental in order to maintain such Lease in existence (any Development Party paying such delay rental, a “Maintaining Development Party”), and within ten (10) days of the payment of any such delay rental, shall provide notice of such payment (a “Delay Rental Notice”) to the other Parties. Each other Development Party with an interest in such Lease shall have the right (but not the obligation) to reimburse the Maintaining Development Party that portion of such delay rental that its Participating Interest bears to the aggregate Participating Interests of those Development Parties with interests in such Lease (or, if there are Releasing Development Parties, that portion of such delay rental that its Participating Interest bears to the aggregate Participating Interests of the Non-Releasing Development Parties) by notice to the other Parties and reimbursement of the Maintaining Development Party within ten (10) days of its receipt of the Delay Rental Notice. Failure of a Development Party to so reimburse the Maintaining Development Party (any such Development Party, a “Releasing Development Party”) shall result in such Releasing Development Party being deemed to have Transferred its interest in the applicable Lease to Maintaining Development Party and the Development Parties paying a portion of such delay rental (all such Development Parties, the “Non-Releasing Development Parties”) in the proportions that such Non-Releasing Development Parties’ Participating Interests in such Lease bear to the aggregate Participating Interests in such Lease of such Non-Releasing Development Parties, effective as of the first day of the Calendar Month in which such delay rental is paid. A Releasing Development Party shall, without delay following any request from any Non-Releasing Development Party, do any act required to be done by applicable Law or any applicable contract in order to render the Transfer of an affected Lease legally valid, including obtaining all necessary consents and approvals, and shall execute any document and take such other actions as may be necessary in order to effect a prompt and valid transfer. The Releasing Development Party shall be obligated to promptly remove any Encumbrances which may exist on the affected Lease. In the event required consents and approvals are not timely obtained, the Releasing Development Party shall hold the Transferred Lease in trust for the Non-Releasing Development Parties.

Payment of Certain Rentals. If, at any time within the period that is thirty (30) days prior to the expiration of any Lease included in the Subject Oil and Gas Assets, no approved Annual Work Program and Budget contemplates commencement of drilling operations or payment of delay rentals as may be necessary to maintain such Lease in existence, a Development Party with an interest in such Lease or an affiliated Entity Member holding an interest in the Joint Entity having an interest in such Lease shall have the right to pay such delay rental in order to maintain such Lease in existence (any Development Party or Joint Entity paying such delay rental, a “Maintaining Development Party”), and within ten (10) days of the payment of any such delay rental, shall provide notice of such payment (a “Delay Rental Notice”) to the other PartiesParties (and, if applicable, the Joint Entity) with an interest in such Lease. Each other Development Party with an interest in such Lease shall have the right (but not the obligation) to reimburse the Maintaining Development Party that portion of such delay rental that its Participating Interest or its affiliated Entity Member’s direct or indirect working interest in the Lease bears to the aggregate Participating Interests direct or indirect working interest of those all Development Parties with interests and Entity Members in such Lease (or, if there are Releasing Development Parties, that portion of such delay rental that its Participating Interest direct or indirect working interest in such Lease bears to the aggregate Participating Interests direct or indirect working interests in such Lease of the Non-Releasing Development Parties) by notice to the other Parties (and, if applicable, the Joint Entity) with an interest in such Lease and reimbursement of the Maintaining Development Party within ten (10) days of its receipt of the Delay Rental Notice. Failure of a Development Party to so reimburse the Maintaining Development Party (any such Development Partyentity, a “Releasing Development Party”) shall result in (i) in the case of a Development Asset, such Releasing Development Party being deemed to have Transferred its interest in the applicable Lease to the Maintaining Development Party and the Development Parties with an interest in such Lease paying a portion of such delay rental (all such Development Partiesentities, the “Non-Releasing Development Parties”) and (ii) in the case of a Joint Entity Asset, the Joint Entity being deemed to have Transferred its interest in the applicable Lease to the Non-Releasing Parties, in each case in the proportions that each such Non-Releasing Development Parties’ Participating Interests Party’s direct or indirect working interests in such Lease bear bears to the aggregate Participating Interests direct or indirect working interests in such Lease of all such Non-Releasing Development Parties, effective as of the first day of the Calendar Month in which such delay rental is paid. A Releasing Development Party Party, and if the interest in the Lease is owned by a Joint Entity, the Joint Entity, shall, without delay following any request from any Non-Releasing Development Party, do any act required to be done by applicable Law or any applicable contract in order to render the Transfer of an affected Lease legally validto the Non-Releasing Parties, including obtaining all necessary consents and approvals, and shall execute any document and take such other actions as may be necessary in order to effect a prompt and valid transferTransfer. The Releasing Development Party or Joint Entity, as applicable, shall be obligated to promptly remove any Encumbrances which may exist on the affected Lease. In the event required consents and approvals are not timely obtained, the Releasing Development Party or Joint Entity, as applicable, shall hold the Transferred Lease in trust for the Non-Releasing Development Parties. Following any such Transfer, the Transferred Lease shall be deemed to be an Excluded Interest and the Non-Releasing Parties shall be entitled to exercise the rights with respect thereto that are set forth in Sections 3.5(g) and 9.2(h).