Common use of Preferential Purchase Rights and Consents to Assign Clause in Contracts

Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right pertaining to an Asset and the transactions contemplated hereby, Seller, prior to the Closing, shall send to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right. In addition, prior to the Closing, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby a notice seeking such party’s consent to the transaction contemplated hereby. (b) If, prior to the Closing, any holder of a preferential purchase right notifies Seller that it intends to consummate the purchase of the Asset to which its preferential purchase right applies, the exercise of such preferential purchase right shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the preferential purchase right, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. Seller shall be entitled to all proceeds paid by a party exercising a preferential purchase right prior to the Closing. If such holder of such preferential purchase right thereafter fails to consummate the purchase of the Asset covered by such right on or before thirty (30) Days following the Closing Date, then Seller shall so notify Buyer, and Buyer shall purchase on or before ten (10) Days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller, under the terms of this Agreement for a price equal to the portion of the Purchase Price previously allocated to it. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (d) All Assets for which preferential purchase rights have been waived, or as to which the period to exercise such right has expired prior to the Closing, shall be sold to Buyer at the Closing pursuant to the provisions of this Agreement. (e) If Seller fails to obtain a consent prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause the assignment of such Asset to Buyer to be void ab initio or the termination of a Lease, then the portion of the Assets subject to such failed consent shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the consent, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. In the event that a consent (with respect to an Asset excluded pursuant to this Section 11.4(e)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statement, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the Assignment.

Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right pertaining to an Asset a Conveyed Interest and the transactions contemplated hereby, Seller, prior to within 10 days after the Closingdate of this Agreement, shall send to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right requesting a waiver of such right. In addition, prior to Seller, within 10 days after the Closingdate of this Agreement, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets Conveyed Interests and the transactions contemplated hereby a notice seeking such partyholder’s consent to the transaction contemplated hereby. Any preferential purchase right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful closing of this Agreement pursuant to Article IX and the obligation to bear the Allocated Carry for such Conveyed Interest based upon the terms of the Joint Development Agreement. The consideration payable under this Agreement for any particular Conveyed Interest for purposes of preferential purchase right notices shall be the Allocated Value of such Conveyed Interest. Seller shall use commercially reasonable efforts to cause such waivers of preferential purchase rights (or exercise thereof) and consents to assignment to be obtained and delivered prior to Closing, provided that Seller shall not be required to make payments or undertake obligations to or for the benefit of the holders of such rights in order to obtain the required waivers and consents. (b) If, prior to the Closing, any holder of a preferential purchase right notifies Seller that it intends to consummate the purchase of the Asset Conveyed Interest to which its preferential purchase right applies, then the exercise of such preferential purchase right shall constitute a Title Defect, that Asset Conveyed Interest shall be excluded from the Assets Conveyed Interests to be conveyed to Buyer to the extent of the interest affected by the preferential purchase right, and the Purchase Price Closing Cash Consideration shall be reduced by the Allocated Value of the relevant Asset allocable Conveyed Interest and the Carried Cost Obligation shall be reduced by the Allocated Carry for the relevant Conveyed Interest (and such Conveyed Interest shall no longer be considered subject to such interestthis Agreement for purposes of the other adjustments in Section 3.3). Seller shall be entitled to all proceeds paid by a party Person exercising a preferential purchase right prior to the Closing. If such holder of such preferential purchase right thereafter fails to consummate the purchase of the Asset Conveyed Interest covered by such right on or before thirty (30) Days following the Closing Dateright, then Seller shall so notify Buyer, and Buyer shall purchase on or before ten (10) Days 10 days following receipt of such notice, subject to Buyer’s satisfaction that such preferential purchase right has been waivedwaived or the time for exercising such right has expired, such Asset Conveyed Interest from Seller, under the terms of this Agreement for a price equal to the portion of the Purchase Price Closing Cash Consideration previously allocated to it, as adjusted pursuant to Section 3.3. and the Carried Cost Obligation shall be increased by the amount of the previous reduction for the Allocated Carry. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (d) All Assets Conveyed Interests for which preferential purchase rights have been waived, or as to which the period to exercise such right has expired prior to the Closing, shall be sold to Buyer at the Closing pursuant to the provisions of this Agreement. (ed) If (i) Seller fails to obtain a required consent prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause (A) the assignment of such Asset the Conveyed Interest affected thereby to Buyer to be void ab initio or (B) the termination of a LeaseLease under the express terms thereof or (ii) a consent requested by Seller is denied in writing and in either case, (iii) the consent is not a consent of a Governmental Authority or a material consent required from any other Person as a condition to Closing under Section 7.6, or Buyer has waived in writing the requirement with respect to such consent under Section 7.6, then the that portion of the Assets subject to such failed consent shall constitute a Title Defect, that Asset Conveyed Interest shall be excluded from the Assets Conveyed Interests to be conveyed to Buyer to Buyer, the extent of the interest affected by the consent, and the Purchase Price Closing Cash Consideration shall be reduced by the Allocated Value of that portion of such Conveyed Interest and the relevant Asset allocable to Carried Cost Obligation shall be reduced by the Allocated Carry of that portion of such interestConveyed Interest. In the event that a required consent (with respect to an Asset a Conveyed Interest excluded pursuant to this Section 11.4(e11.4(d)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statement, then, following Closing then within ten (10) 10 days after such Consent consent is obtained (x) obtained, Buyer shall purchase the Asset (or portion thereof) such Conveyed Interest that was so excluded as a result of such previously un-obtained Consent and excluded, pay to Seller the amount by which the Purchase Price Closing Cash Consideration was reduced at Closing with respect to the Asset (such Conveyed Interest or portion thereof) so excluded , the Carried Cost Obligation shall be increased by the amount of the previous reduction for the Allocated Carry and (y) Seller shall assign to Buyer the Asset (such Conveyed Interest or portion thereof) so excluded at Closing thereof pursuant to an instrument in substantially the same form as the Assignment. (e) If (i) Seller fails to obtain a required consent prior to the Closing and the failure to obtain such consent would not cause (A) the assignment of the Conveyed Interest affected thereby to Buyer to be void or (B) the termination of a Lease under the express terms thereof, and (ii) the consent is not denied in writing and (iii) the consent is not a consent of a Governmental Authority or a material consent required from any other Person as a condition to Closing under Section 7.6, or Buyer has waived in writing the requirement with respect to such consent under Section 7.6, then the portion of the Conveyed Interest subject to such failed consent shall be assigned by Seller to Buyer at Closing as part of the Conveyed Interests and Buyer shall have no claim against, and Seller shall have no Liability for, the failure to obtain such consent; provided that if the affected Conveyed Interest subject to such requirement is a Subject Well or Lease, then Buyer may elect prior to Closing to treat the unsatisfied consent requirement affecting such Subject Well or Lease as a Pre-Closing Title Defect (provided that such Title Defect shall not be subject to the Individual Title Defect Threshold or the Title Deductible) and receive the appropriate adjustment to the Closing Cash Consideration in accordance with Section 11.2.

Preferential Purchase Rights and Consents to Assign. On or about the time that the Sale Motion (as herein defined) is filed, SELLER shall make a good faith effort to send written notice of this Agreement to all persons or entities holding Preferential Rights affecting the Properties or Consents to Assign, other than such consents of governmental authorities which are usually obtained in the normal course of business after Closing, (a) With respect offering to sell to each preferential purchase right pertaining to an Asset such person or entity the affected Property for which a Preferential Right is held and the transactions contemplated hereby, Seller, prior subject to the Closingterms hereof and for the Allocated Value for such Property or Properties; or (b) requesting, where appropriate, consent to any assignment required in connection herewith. In this regard, SELLER shall prepare the typewritten notices addressed to the appropriate parties (along with an electronic copy of same) in form and content acceptable to BUYER and SELLER, relative to all such Preferential Rights and/or Consents to Assign and shall attach to each such notice a copy of the instrument or document or the pertinent portion of each instrument or document which created such Preferential Rights and/or Consents to Assign as the case may be. SELLER shall also send such notices as instructed by BUYER for any additional Preferential Rights or Consents to Assign identified by BUYER to SELLER in writing during the Examination Period. If one (1) or more of the holders of any Preferential Rights or Consents to Assign notifies SELLER in writing that it commits to assert its Preferential Rights, or deny its Consent to Assign, as the case may be, or if the holder of each a Consent to Assign otherwise fails or refuses to grant such right a noticeconsent, in material compliance with SELLER shall promptly give notice thereof to BUYER. SELLER shall then promptly seek an order of the contractual provisions applicable Bankruptcy Court authorizing an assignment and sale of such Properties free of any unobtained, required Consents to such rightAssign. In addition, prior the event SELLER does not obtain the required Consents to the Closing, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby a notice seeking such party’s consent to the transaction contemplated hereby. (b) If, prior to the Closing, any holder of a preferential purchase right notifies Seller that it intends to consummate the purchase Assign or an order of the Asset to which its preferential purchase right applies, the exercise Bankruptcy Court authorizing a sale free of such preferential purchase right shall constitute a Title Defectrequired Consents to Assign, that Asset shall be excluded from BUYER may at its option elect to: (x) accept an assignment of such Property(ies) without the Assets required Consent to be conveyed to Buyer Assign, or (y) to the extent that any required Consent not obtained expressly provides for forfeiture, or termination of the interest affected by the preferential purchase rightestate assigned, or substantial liquidated damages for an assignment without consent, exclude any or all of such Property(ies) and the Purchase Price shall be reduced by the Allocated Value of thereof. In the relevant Asset allocable to such interest. Seller shall be entitled to all proceeds paid by event a party exercising a preferential purchase right prior to the Closing. If such holder of a Preferential Right commits to assert such preferential purchase right thereafter fails to consummate the purchase of the Asset covered by such right on or before thirty (30) Days following the Closing Date, then Seller shall so notify Buyer, and Buyer shall purchase on or before ten (10) Days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller, under the terms of this Agreement for a price equal to the portion of the Purchase Price previously allocated to it. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (d) All Assets for which preferential purchase rights have been waived, or as to which the period to exercise such right has expired prior to the Closing, shall be sold to Buyer at the Closing pursuant to the provisions of this Agreement. (e) If Seller fails to obtain a consent prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause the assignment of such Asset to Buyer to be void ab initio or the termination of a Lease, then the portion of the Assets subject to such failed consent shall constitute a Title Defect, that Asset affected Property(ies) shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the consent, this Agreement and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interestthereof. In the event that a consent (with respect to an Asset excluded pursuant to this Section 11.4(e)) that was not obtained prior to If Closing is obtained occurs prior to the date expiration of delivery any period permitted for consideration and exercise of the Final Settlement Statementa Preferential Right and BUYER pays for a Property subject to such Preferential Right, thenBUYER shall be entitled to receive, within ten (10) days after and SELLER hereby assigns to BUYER all of SELLER's rights to, all proceeds due from such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of holders in connection with such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the AssignmentPreferential Rights.

Preferential Purchase Rights and Consents to Assign. (a) With respect The provisions of this Section 11.4 shall apply to each preferential agreements relating to the Properties which enable or may enable a Third Party to purchase right pertaining a Property or any part thereof, as a result of the sale of such Property or portion thereof to an Asset and Buyer (such rights hereafter referred to as “Preference Rights”). Buyer is purchasing the Properties subject to all Preference Rights. (b) Seller shall send notices of the transactions contemplated herebyhereby to holders of Preference Rights (“Preference Notices”) set forth on Schedule 4.11. The Preference Notices shall be in a form reasonably satisfactory to Buyer, Sellerand shall include the Allocated Value of the Property or portion thereof affected by each Preference Right. After receiving a response to a Preference Notice, prior the Seller shall promptly provide a copy of the response to Buyer at the address set forth in this Agreement. Seller and Buyer agree that the Allocated Value for properties subject to Preference Rights shall be the sole responsibility of Buyer, and Buyer agrees to indemnify Seller and hold Seller harmless from all liability and claims related to the reasonableness of such values. (c) In the event, and only in such event, the holder of a Preference Right elects to properly exercise such Preference Right and to purchase the Property subject thereto upon the Closing, Seller shall send convey on substantially the same terms and conditions set forth in the applicable assignment attached to this Agreement (subject to such modifications as deemed reasonably necessary by Buyer to reflect the relevant Preference Right transaction, the price and the additional terms as contemplated by this Agreement) the Property or portion of the Property subject to the Preference Right to the holder of each such right Preference Right at the Closing; provided, however, that the Seller shall have no obligation to convey any Property to a noticePreference Right holder unless and until the Closing occurs and provided further that Seller shall: (i) convey to Buyer at Closing all Property subject to Preference Rights for which the time for election to exercise such Preferential Purchase Right has expired and the Preferential Right has not been properly asserted; and (ii) retain all other Property subject to a Preference Right, subject to Seller’s obligation to convey such Property to Buyer at such delayed Closing date to occur at the time that the election to exercise such Preference Right has expired, and Buyer shall take all such Property with any outstanding obligations or remaining Preference Rights and shall indemnify Seller for any losses incurred in material compliance connection therewith as described below. The Purchase Price to be paid at Closing by Buyer shall be reduced by the Allocated Value of all Properties regarding which a Preference Right has been properly exercised and no other adjustments related to such Property(ies) shall be made to the Purchase Price under this Agreement. Notwithstanding the foregoing, any Property that is subject to a Preference Right and held back at the initial Closing will be conveyed to Buyer at a delayed Closing when the time for election to exercise such Preference Right has expired (which shall become the new Closing Date with respect to such Property). At the delayed Closing, Buyer shall pay Seller an amount equal to the amount by which the Purchase Price was reduced on account of the holding back of such retained Property (as adjusted pursuant to Section 3.3 through the new Closing Date therefor). (d) Buyer acknowledges that Seller desires to sell all of the Assets and would not have entered into this Agreement but for Buyer’s agreement to purchase all of the Assets as herein provided. Accordingly, it is expressly understood and agreed that Seller does not desire to sell any Asset that is subject to a Preference Right (collectively the “Preference Right Assets”) unless the sale of all of the Assets is consummated on the Closing Date in accordance with the contractual provisions applicable to such rightterms of this Agreement. In additionfurtherance of the foregoing, prior Seller’s obligation hereunder to sell the Preference Right Assets to Buyer is expressly conditioned upon the consummation on the Closing Date of the sale of all of the Assets in accordance with the terms of this Agreement, either by conveyance to Buyer or conveyance pursuant to an applicable Preference Right; provided that, nothing herein is intended or shall operate to extend or apply any Preference Right to any portion of the Assets which is not otherwise burdened thereby. Time is of the essence with respect to the Closingparties’ agreement to consummate the sale of the Assets on the Closing Date. (e) In addition, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby a notice seeking such party’s consent to the transaction contemplated hereby. (b) If, prior to the Closing, any holder of a preferential purchase right notifies Seller that it intends to consummate the purchase of the Asset to which its preferential purchase right applies, the exercise of such preferential purchase right shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the preferential purchase right, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. Seller shall be entitled to all proceeds paid by a party exercising a preferential purchase right prior to the Closing. If such holder of such preferential purchase right thereafter fails to consummate the purchase of the Asset covered by such right on or before thirty (30) Days following the Closing Date, then Seller shall so notify Buyer, and Buyer shall purchase on or before ten (10) Days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller, under the terms of this Agreement for a price equal to the portion of the Purchase Price previously allocated to it. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (d) All Assets for which preferential purchase rights have been waived, or as to which the period to exercise such right has expired prior to the Closing, shall be sold to Buyer at the Closing pursuant to the provisions of this Agreement. (e) If Seller fails to obtain a consent prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause the assignment of such Asset to Buyer to be void ab initio or the termination of a Leasevoid, then the portion of Seller shall continue to hold the Assets subject operating rights or other legal title to such failed Asset as nominee for Buyer. Seller shall not be obligated to incur any expenses, obligations or other liabilities, or be responsible for any Claims, in Seller’s capacity as nominee and Buyer shall indemnify, defend and hold harmless Seller in relation to such Assets. Seller and Buyer, as between themselves, shall treat and deal with such Assets as if full legal and equitable title to such Assets had passed from Seller to Buyer at Closing. If Seller fails to obtain a consent shall constitute prior to Closing and such consent does not relate to a Title Defect, that material Asset shall be excluded from or the Assets failure to be conveyed obtain such consent would not cause the assignment of such Asset to Buyer to the extent of the interest affected by the consentbe void, and the Purchase Price then Buyer shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. In the event that a consent (have no rights or remedies against Seller with respect to an Asset excluded pursuant to this Section 11.4(e)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statement, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the Assignmentthereto.

Preferential Purchase Rights and Consents to Assign. (a) With respect to each Within three Business Days after the Execution Date, the Parties will jointly decide the applicability of any preferential purchase right pertaining to an Asset and the transactions contemplated herebyhereby and, SellerEXCO, prior to within 10 days after the Closingdate of this Agreement, shall send to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right requesting a waiver of such right. For the avoidance of doubt, if the Parties are not able to come to agreement regarding the applicability of a specific preferential purchase right to the transactions contemplated hereby, such preferential purchase right shall be considered applicable and EXCO will send a notice to the holder of such right pursuant to the terms of this Section 11.4. In addition, prior to within three Business Days after the ClosingExecution Date, Seller shall send to each holder the Parties will jointly decide the applicability of a any right to consent to assignment pertaining to the Assets Subject Interests and the transactions contemplated hereby and, EXCO, within 10 days after the date of this Agreement, shall send to each holder of such an applicable consent right a notice notice, in material compliance with the contractual provisions applicable to such right, seeking such partyholder’s consent to the transaction transactions contemplated hereby. For the avoidance of doubt, if the Parties are not able to come to agreement regarding the applicability of a specific right to consent to assignment pertaining to the Subject Interests and the transactions contemplated hereby, such consent right shall be considered applicable and EXCO will send a notice to the holder of such right pursuant to the terms of this Section 11.4. Any preferential purchase right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful closing of this Agreement pursuant to Article IX and the obligation to bear the Allocated Carry for such Subject Interest based upon the terms of the Joint Development Agreement. The consideration payable under this Agreement for any particular Subject Interest for purposes of preferential purchase right notices shall be the Allocated Value of such Subject Interest. EXCO shall use commercially reasonable efforts to cause such waivers of preferential purchase rights (or exercise thereof) and consents to assignment to be obtained and delivered prior to Closing, provided that EXCO shall not be required to make payments or undertake obligations to or for the benefit of the holders of such rights in order to obtain the required waivers and consents. (b) If, prior to the Closing, any holder of a preferential purchase right notifies Seller EXCO that it intends to consummate the purchase of the Asset Subject Interest to which its preferential purchase right applies, then the exercise of such preferential purchase right shall constitute a Title Defect, that Asset Subject Interest shall be excluded from the Assets to be conveyed to Buyer Subject Interests to the extent of the interest affected by the preferential purchase right, and such Subject Interest shall be distributed to EXCO, the Purchase Price Closing Cash Consideration shall be reduced by the Allocated Value of the relevant Subject Interest and the Carried Cost Obligation shall be reduced by the Allocated Carry for the relevant Subject Interest (and such Subject Interest shall be considered an Excluded Asset allocable to such interestfor purposes of the other adjustments in Section 3.3). Seller EXCO shall be entitled to all proceeds paid by a party Person exercising a preferential purchase right prior to the Closing. If such holder of such preferential purchase right thereafter fails to consummate the purchase of the Asset Subject Interest covered by such right on or before thirty (30) Days following the Closing Dateright, then Seller EXCO shall so notify BuyerBG, and Buyer BG shall purchase on or before ten (10) Days 10 days following receipt of such notice, subject to BuyerBG’s satisfaction that such preferential purchase right has been waivedwaived or the time for exercising such right has expired, such Asset Subject Interest from SellerEXCO, under the terms of this Agreement for a price equal to the portion of the Purchase Price Closing Cash Consideration previously allocated to it, as adjusted pursuant to Section 3.3 and the Carried Cost Obligation shall be increased by the amount of the previous reduction for the Allocated Carry for the relevant Subject Interest. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (d) All Assets Subject Interests for which preferential purchase rights have been waived, or as to which the period to exercise such right has expired prior to the Closing, shall be sold to Buyer retained by Midstream LLC, the Newcos and/or the Operator, as applicable, at the Closing pursuant to the provisions of this Agreement. If, for any reason, any preferential purchase right burdening a Subject Interest is validly exercised after the Closing, BG shall cause the Newcos, and BG and EXCO shall cause Operator and Midstream LLC, to convey the relevant Subject Interest to the holder of such preferential purchase right in accordance with the terms thereof, BG shall be entitled to the proceeds paid by the holder of such preferential purchase right with respect to such Subject Interest, and the Carried Cost Obligation shall be reduced by the Allocated Carry for such Subject Interest. (ed) If Seller (i) EXCO fails to obtain a consent set forth in Schedule 4.4, Part 2 prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause (A) the indirect assignment of such Asset the Subject Interest affected thereby to Buyer BG to be void ab initio or (B) the termination of a LeaseLease under the express terms thereof or (ii) a consent requested by EXCO is denied in writing and in either case, (iii) the consent is not a consent of a Governmental Authority or a material consent required from any other Person as a condition to Closing under Section 7.6, or BG has waived in writing the requirement with respect to such consent under Section 7.6, then the that portion of the Assets subject to such failed consent shall constitute a Title Defect, that Asset Subject Interest shall be excluded from the Assets Subject Interests to be conveyed to Buyer BG, such Subject Interest shall be distributed to EXCO, the extent of the interest affected by the consent, and the Purchase Price Closing Cash Consideration shall be reduced by the Allocated Value of that portion of such Subject Interest and the relevant Asset allocable to Carried Cost Obligation shall be reduced by the Allocated Carry of that portion of such interestSubject Interest. In the event that a such required consent (with respect to an Asset a Subject Interest excluded pursuant to this Section 11.4(e11.4(d)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statement, then, following Closing then within ten (10) 10 days after such Consent consent is obtained (x) Buyer obtained, BG shall cause either Newco, Operator or Midstream LLC, as applicable, to purchase the Asset (or portion thereof) such Subject Interest that was so excluded as a result of such previously un-obtained Consent and excluded, pay to Seller EXCO the amount by which the Purchase Price Closing Cash Consideration was reduced at Closing with respect to the Asset (such Subject Interest or portion thereof) so excluded , the Carried Cost Obligation shall be increased by the amount of the previous reduction for the Allocated Carry and (y) Seller EXCO shall assign to Buyer the Asset (such Person such Subject Interest or portion thereof) so excluded at Closing thereof pursuant to an instrument assignment with a special warranty of title against claims by, through or under EXCO and its Affiliates, but not otherwise. (e) If (i) EXCO fails to obtain a consent set forth in substantially Schedule 4.4, Part 2 prior to the same form Closing and the failure to obtain such consent would not cause (A) the indirect assignment of the Subject Interest affected thereby to BG to be void or (B) the termination of a Lease under the express terms thereof, and (ii) the consent is not denied in writing and (iii) the consent is not a consent of a Governmental Authority or a material consent required from any other Person as a condition to Closing under Section 7.6, or BG has waived in writing the Assignmentrequirement with respect to such consent under Section 7.6, then the portion of the Subject Interest subject to such failed consent shall be retained by Midstream LLC, the Newcos and/or the Operator, as applicable, at Closing as part of the Subject Interests and BG shall have no claim against, and EXCO shall have no Liability for, the failure to obtain such consent; provided that if the affected Subject Interest subject to such requirement is a Well or Lease, then BG may elect prior to Closing to treat the unsatisfied consent requirement affecting such Well or Lease as a Title Defect (provided that such Title Defect shall not be subject to the Individual Title Defect Threshold or the Title Deductible) and receive the appropriate adjustment to the Final Cash Price in accordance with Section 11.2.

Preferential Purchase Rights and Consents to Assign. (a) With respect The provisions of this Section 12.5 shall apply to each preferential rights to purchase right pertaining set forth on Schedule 4.9 that are validly exercisable as a result of the sale of the Properties contemplated hereby and that enable a Third Party to an Asset and purchase a Property or any part thereof, as a result of such sale of such Properties (or portion thereof) to Buyer (such rights hereafter referred to as “Preference Rights”). Buyer is purchasing the Properties subject to all Preference Rights. (b) Seller shall send notices of the transactions contemplated herebyhereby to holders of validly exercisable Preference Rights (“Preference Notices”). The Preference Notices shall be in a form reasonably satisfactory to Buyer, Sellerand shall include the Allocated Value of the Property or portion thereof affected by each Preference Right. After receiving a response to a Preference Notice, prior Seller shall promptly provide a copy of the response to Buyer at the address set forth in this Agreement. (c) In the event, and only in such event, the holder of a Preference Right elects to validly and properly exercise such Preference Right and to purchase the Property subject thereto upon the Closing, Seller shall send convey on substantially the same terms and conditions set forth in the applicable assignment attached to this Agreement (subject to such modifications as deemed reasonably necessary by Buyer to reflect the relevant Preference Right transaction, the price and the additional terms as contemplated by this Agreement) the Property or portion of the Property subject to the Preference Right to the holder of each such right Preference Right at the Closing; provided, however, that Seller shall have no obligation to convey any Property to a noticePreference Right holder unless and until the Closing occurs and provided further that Seller shall: (i) convey to Buyer at Closing all Property subject to Preference Rights for which the time for election to exercise such Preference Right has expired and the Preference Right has not been validly and properly asserted (and the Purchase Price to be paid at Closing by Buyer shall be reduced by the Allocated Value of all Properties regarding which a Preference Right has been validly and properly exercised and all Delayed Closing Properties and no other adjustments related to such Properties and Delayed Closing Properties shall be made to the Purchase Price under this Agreement); and (ii) retain all other Property subject to a Preference Right (“Delayed Closing Properties”), subject to Seller’s obligation to convey such Delayed Closing Properties to Buyer at a delayed Closing date (the “Delayed Closing”), and Buyer shall take all such Delayed Closing Properties (other than Delayed Closing Properties for which the Preference Right has been validly and properly asserted). Notwithstanding the foregoing, all Delayed Closing Properties (other than Delayed Closing Properties for which the Preference Right has been validly and properly asserted) will be conveyed to Buyer at the Delayed Closing, which shall occur within fifteen (15) days after the time that the election to exercise such Preference Rights on all Delayed Closing Properties has expired; provided, however, that if the Delayed Closing has not occurred within one hundred twenty (120) days after the Closing Date, Buyer shall not be obligated to take assignment of the Delayed Closing Properties. The date of the Delayed Closing shall become the new Closing Date with respect to such Delayed Closing Properties). Prior to the Delayed Closing Seller shall prepare a Preliminary Settlement Statement in accordance with Section 3.5. The Delayed Closing shall occur, to the extent applicable, in material compliance accordance with Section 10.3 and, at the Delayed Closing, Buyer shall pay Seller an amount equal to the amount by which the Purchase Price was reduced on account of the holding back of such retained Delayed Closing Properties (as adjusted pursuant to Sections 3.3 and 3.4 through the new Closing Date therefor). The final purchase price adjustments for the Delayed Closing Properties shall be made at the same time as the final purchase price adjustments for all other Assets and pursuant to Section 3.6. (d) Buyer acknowledges that Seller desires to sell all of the Assets and would not have entered into this Agreement but for Buyer’s agreement to purchase all of the Assets as herein provided. Accordingly, it is expressly understood and agreed that Seller does not desire to sell any Asset that is subject to a Preference Right (collectively the “Preference Right Assets”) unless the sale of all of the Assets is consummated on the Closing Date in accordance with the contractual provisions applicable to such rightterms of this Agreement. In additionfurtherance of the foregoing, prior Seller’s obligation hereunder to sell the Preference Right Assets to Buyer is expressly conditioned upon the consummation on the Closing Date of the sale of all of the Assets in accordance with the terms of this Agreement, either by conveyance to Buyer or conveyance pursuant to an applicable Preference Right; provided that, nothing herein is intended or shall operate to extend or apply any Preference Right to any portion of the Assets which is not otherwise burdened thereby. Time is of the essence with respect to the Closing, parties’ agreement to consummate the sale of the Assets on the Closing Date. (e) Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby a notice seeking such party’s consent to the transaction contemplated hereby. (b) If, prior to the Closing, any holder of a preferential purchase right notifies Seller that it intends to consummate the purchase of the Asset to which its preferential purchase right applies, the exercise of such preferential purchase right shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the preferential purchase right, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. Seller shall be entitled to all proceeds paid by a party exercising a preferential purchase right prior to the Closing. If such holder of such preferential purchase right thereafter fails to consummate the purchase of the Asset covered by such right on or before thirty (30) Days following the Closing Date, then Seller shall so notify Buyer, and Buyer shall purchase on or before ten (10) Days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller, under the terms of this Agreement for a price equal to the portion of the Purchase Price previously allocated to it. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (d) All Assets for which preferential purchase rights have been waived, or as to which the period to exercise such right has expired prior to the Closing, shall be sold to Buyer at the Closing pursuant to the provisions of this Agreement. (e) If Seller fails to obtain a consent prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause the assignment of such Asset to Buyer to be void ab initio void, then Seller shall continue to hold the operating rights or other legal title to such Asset as nominee for Buyer; provided, however, that Buyer shall have no obligation to acquire Seller’s interest in Medusa Spar or the termination of a LeaseAssets associated with Mississippi Canyon Blocks 538 and 582 until the consents to assignment for the contracts listed under the heading “Medusa” in Schedule 4.4 have been obtained. Seller shall not be obligated to incur any expenses, then the portion of the Assets subject obligations or other liabilities, or be responsible for any Claims, in Seller’s capacity as nominee and Buyer shall indemnify, defend and hold harmless Seller in relation to such failed Assets. Seller and Buyer, as between themselves, shall treat and deal with such Assets as if full legal and equitable title to such Assets had passed from Seller to Buyer at Closing. If Seller fails to obtain a consent shall constitute prior to Closing and such consent does not relate to a Title Defect, that material Asset shall be excluded from or the Assets failure to be conveyed obtain such consent would not cause the assignment of such Asset to Buyer to the extent of the interest affected by the consentbe void, and the Purchase Price then Buyer shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. In the event that a consent (have no rights or remedies against Seller with respect to an Asset excluded pursuant to this Section 11.4(e)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statement, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the Assignmentthereto.

Preferential Purchase Rights and Consents to Assign. (a) With respect 6.1.1 If any of the Property is subject to each preferential purchase right pertaining rights, rights of first refusal, or similar rights (collectively "Preferential Rights"), or consents to an Asset and the transactions contemplated herebyassign, Sellerlessor's approvals or similar rights (collectively, prior to the Closing, shall send to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right. In addition, prior to the Closing"Consents"), Seller shall send to each holder on the date of a right to consent to assignment pertaining to this Agreement (I) notify the Assets holders of the Preferential Rights and the transactions contemplated hereby a notice seeking such party’s consent to the transaction contemplated hereby. (b) If, prior to the Closing, any holder of a preferential purchase right notifies Seller Consents that it intends to consummate sell the purchase Property to Buyer, (ii) in the case of a Preferential Right, notify the holder of such right that the price for the portion of the Asset Property covered by the Preferential Right is the Allocated Value of such interest, subject to adjustment in the same manner that the Purchase Price is subject to adjustment hereunder, (iii) provide them with any other information about the sale of the Property to which its preferential purchase right appliesthey are entitled, and (iv) in the exercise case of such preferential purchase right Consents, ask the holders of the Consents to consent to the assignment of the affected Property to Buyer. Seller shall constitute a Title Defectpromptly notify Buyer whether Preferential Rights are exercised, that Asset shall waived or deemed waived because of the expiration of the period within which the Preferential Right may be excluded from the Assets to exercised, or if any Consents are given or denied. Seller will not be conveyed liable to Buyer to the extent of the interest affected by the preferential purchase rightif any Preferential Rights are exercised, and or any Consents are denied, but the Purchase Price shall be reduced by subject to adjustment to the extent provided below. 6.1.2 If, before Closing, (I) any Preferential Right is validly exercised or (ii) any Consent (other than consent on a Related Contract that would not materially and adversely affect the operation of the affected Property) is denied, Seller and Buyer shall exclude the affected Property at Closing and deduct the Allocated Value of the relevant Asset allocable to such interest. Seller shall be entitled to all proceeds paid by a party exercising a preferential purchase right prior to the Closing. If such holder of such preferential purchase right thereafter fails to consummate the purchase of the Asset covered by such right on or before thirty (30) Days following the Closing Date, then Seller shall so notify Buyer, and Buyer shall purchase on or before ten (10) Days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Asset affected Property from Seller, under the terms of this Agreement for a price equal to the portion of the Purchase Price previously allocated to itPrice. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (d) All Assets for which preferential purchase rights have been waived, or as to which the period to exercise such right has expired prior to the Closing, shall be sold to Buyer at the Closing pursuant to the provisions of this Agreement. (e) If Seller fails to obtain a consent prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause the assignment of such Asset to Buyer to be void ab initio or the termination of a Lease, then the portion of the Assets subject to such failed consent shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the consent, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. In the event that a consent (with respect to an Asset excluded pursuant to this Section 11.4(e)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statement, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the Assignment.

Preferential Purchase Rights and Consents to Assign. (a) With Seller has used reasonable efforts in preparing Schedules 3.4(c) and 3.4(d), which identify Persons (and their addresses) who may hold preferential rights to purchase affecting the Subject Properties or rights to consent with respect to each any assignments required hereby in order the convey the Assets, other than such consents of governmental authorities, which are usually obtained in the normal course of business after Closing. Purchaser recognizes that there may be other Persons who may hold preferential rights to purchase right pertaining all or part of the Subject Properties or rights to an Asset and the transactions contemplated hereby, Seller, prior to the Closing, shall send to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right. In addition, prior to the Closing, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby a notice seeking such party’s consent to the transaction contemplated herebyconsent. (b) On or before the third Business Day after the Execution Date, Purchaser shall give Seller written notice, the mutually agreed form of notice to be used, and instructions for Seller to send notice to those Persons who may hold preferential rights to purchase or rights to consent to assign as set forth in Schedules 3.4(d) and 3.4(e) or otherwise identified by Purchaser. Within four (4) Business Days after Seller’s receipt of Purchaser’s written notification and instruction by Purchaser, or upon Seller’s own initiative, with or without Purchaser’s approval, but without obligation to initiate, Seller shall send notice of this Agreement to all such Persons (i) offering to sell to each such Person the Subject Properties for which a preferential right is held on and subject to the terms hereof and for the same allocated value for such Subject Properties reflected on Exhibit "A-1", or (ii) requesting, where appropriate, consent to any assignment required in connection herewith in order to convey the Assets. Notwithstanding anything to the contrary in this Agreement and recognizing that Seller wants to sell the entirety of the Subject Properties in accordance herewith, Seller will have no obligation to complete the sale of a Subject Property or Subject Properties to a holder of a preferential purchase right if Closing does not occur. If additional preferential rights to purchase or consents to assign, exclusive of those set forth in Section 3.4 above, are discovered by Purchaser or Seller during the Examination Period, Seller will use reasonable commercial efforts to send notices as soon as reasonably possible in accordance with this Section 3.10. Although Purchaser is ultimately responsible for the sending of such notices; until Closing Seller shall be responsible for sending such notices and collecting responses from each and every applicable Person, including but not limited (c) If, prior to the Closing, any holder of such Persons asserting a preferential purchase right notifies Seller that it intends to consummate the purchase of the Asset Subject Properties to which its it holds a preferential purchase right appliespursuant to the terms and conditions hereof, or if the exercise period allowed for acceptance of the notice provided by Seller has not expired or will not expire as of Closing (subject to Seller’s right to extend the date of Closing), then such preferential purchase right shall constitute a Title Defect, that Asset Subject Properties shall be excluded at Closing from the Assets to be conveyed to Buyer to the extent of the interest affected by the preferential purchase right, Purchaser under this Agreement and the Purchase Price shall be reduced by the Allocated Value allocated value of such Subject Properties reflected in Exhibit "A-1"; provided, however, that if the relevant Asset allocable to such interest. Seller shall be entitled to all proceeds paid by a party exercising a preferential purchase right prior to the Closing. If such holder of such preferential purchase right thereafter fails to consummate the purchase of the Asset covered by such right on Subject Properties before or before thirty within ninety (3090) Days following days after the Closing DateDate (unless the notice or acceptance period for the right of preferential purchase allows for a longer period of time), then Seller shall promptly so notify BuyerPurchaser, and Buyer Seller shall sell promptly (with a reasonable time given Seller to assemble documentation for such sale) to Purchaser, and Purchaser shall purchase on or before ten (10) Days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller, under the terms of this Agreement for a price equal to the portion allocated value of such Subject Properties and upon the Purchase Price previously allocated other terms of this Agreement, the Subject Properties to it. (c) If a which the preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase rightwas asserted. (d) All Assets Subject Properties for which all preferential purchase rights have been waived, waived or as have not been accepted prior to which expiration after timely notice of the acceptance period to exercise by the holder of such right has expired prior to the Closing, shall be sold to Buyer Purchaser at the Closing pursuant and subject to the provisions of this Agreement. . If one (e1) If or more of the holders of any preferential purchase rights notifies Seller fails subsequent to obtain a consent prior Closing that it intends to assert its preferential purchase right, Seller shall give notice thereof to Purchaser, whereupon Purchaser shall satisfy all such preferential purchase right obligations of Seller to such holders including, but not limited to, transferring the affected Assets to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause the assignment holder of such Asset to Buyer to be void ab initio or the termination of a Leaserights and shall indemnify and hold Seller, then the portion of the Assets subject to such failed consent shall constitute a Title DefectSeller’s Affiliates and their respective Representatives harmless from and against any and all Claims, that Asset liabilities, losses, costs and expenses (including, without limitation, court costs and reasonable attorneys' fees) in connection therewith, and Purchaser shall be excluded entitled to receive upon satisfaction in full by Purchaser of all the foregoing obligations all proceeds received from the Assets to be conveyed to Buyer to the extent of the interest affected by the consentsuch holders in connection with such preferential purchase rights. AT, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. In the event that a consent UPON AND AFTER CLOSING, PURCHASER SHALL INDEMNIFY, RELEASE, DEFEND AND HOLD HARMLESS SELLER, SELLER’S AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES (with respect to an Asset excluded pursuant to this Section 11.4(e)INCLUDING, WITHOUT LIMITATION, COURT COSTS AND REASONABLE ATTORNEYS' FEES) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement StatementASSERTED OR INCURRED AT ANY TIME (WHETHER BEFORE, then, within ten (10ON OR AFTER CLOSING) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the Assignment.WITH RESPECT TO OR ARISING DIRECTLY OR INDIRECTLY FROM THE CLAIMS OF ANY PERSON TO A PREFERENTIAL PURCHASE RIGHT OR RIGHT TO

Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right, right of first refusal or similar right (each, a “Preferential Purchase Right”) pertaining to an Asset and the transactions contemplated herebyhereby set forth in Schedule 4.10 or, if not set forth on such Schedule, of which Buyer gives Seller notice prior to the Closing, Seller, prior to the Closing, shall send to the holder of each such right Preferential Purchase Right a notice, in material compliance with the contractual provisions applicable to such right. In addition, prior to the Closing, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby set forth in Schedule 4.4 or, if not set forth on such Schedule, of which Buyer gives Seller notice prior to the Closing, a notice seeking such partyholder’s consent to the transaction transactions contemplated hereby. (b) If, prior to the Closing, any holder of a preferential purchase right Preferential Purchase Right notifies Seller that it intends to consummate the purchase of the Asset to which its preferential purchase right appliesPreferential Purchase Right applies or if the time for exercising such Preferential Purchase Right has not expired, the exercise of such preferential purchase right shall constitute a Title Defect, then that Asset shall be excluded from the Assets to be conveyed to acquired by Buyer to the extent of the interest affected by the preferential purchase rightPreferential Purchase Right, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interestAsset. Seller shall be entitled to all proceeds paid by a party Person exercising a preferential purchase right Preferential Purchase Right prior to the Closing. If such holder of such preferential purchase right Preferential Purchase Right thereafter fails to consummate the purchase of the Asset covered by such right Preferential Purchase Right on or before thirty (30) Days 60 days following the Closing DateDate or the time for exercising such Preferential Purchase Right expires without exercise by the holders thereof, then Seller shall so notify Buyer, and Buyer shall purchase purchase, on or before ten (10) Days 10 days following receipt of such notice, notice and subject to Buyer’s satisfaction that such preferential Preferential Purchase Right has been waived or the time for exercising such right has been waivedexpired, such Asset from Seller, under the terms of this Agreement for a price equal to the portion of the Purchase Price previously allocated to it. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (d) All Assets for which preferential purchase rights have any Preferential Purchase Right has been waived, waived or as to which the period to exercise such right has expired prior to the Closing, Closing shall (in each case) be sold (directly or indirectly) to Buyer at the Closing pursuant to the provisions of this Agreement. (ed) If (i) Seller fails to obtain a consent (or a waiver as to any prohibition on assignment) to the assignment of any Asset set forth in Schedule 4.4 prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent (or waiver) would cause (A) the assignment of such Asset the Assets affected thereby to Buyer to be void ab initio or voidable or (B) the termination of a LeaseLease or Right-of-Way under the express terms thereof or (ii) a consent or waiver requested by Seller is denied in writing (each, then the a “Required Consent”), then, in each case, that portion of the Assets subject to such failed consent shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to acquired by Buyer to the extent of the interest affected by the consent, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to that portion of such interestAssets. In the event that a consent Required Consent (with respect to an Asset excluded pursuant to this Section 11.4(e11.4(d)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statementwithin 60 days following Closing, then, within ten (10) 10 days after such Consent consent is obtained (x) obtained, Buyer shall purchase the such portion of such Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the such portion of such Asset (or portion thereof) so excluded subject to any adjustments pursuant to Section 3.3), and (y) Seller shall assign to Buyer the such portion of such Asset (or portion thereof) so excluded at Closing pursuant to an instrument assignment in form substantially similar to the same form as the RTP Assignment. (e) If Seller fails to obtain a consent set forth in Schedule 4.4 prior to the Closing and (i) the failure to obtain such consent would not cause (A) the assignment of the Assets affected thereby to Buyer to be void or voidable or (B) the termination of a Lease or Right-of-Way under the express terms thereof and (ii) such consent requested by Seller is not denied in writing, then the portion of the Asset subject to such failed consent shall be acquired by Buyer at Closing as part of the Assets and Buyer shall have no claim against, and Seller shall have no Liability for, the failure to obtain such consent.

Preferential Purchase Rights and Consents to Assign. (a) Each Seller hereby waives its Preferential Purchase Right with respect to all or any portion of the Assets under that certain Amended and Restated Farm-Out and Area of Joint Development Agreement, dated effective April 26, 2012, by and among ASD, Republic, Republic Partners, VI, LP, Republic Partners VIII, LLC, Trans Energy, Inc., Republic Energy Operating, LLC, Republic Partners VII, LLC and Sancho, and Sellers shall cause each other party to such agreement to waive in writing, prior to Closing, its Preferential Purchase Right with respect thereto. (b) With respect to each preferential purchase right pertaining to an Asset and Preferential Purchase Right (other than the transactions contemplated herebyPreferential Purchase Right addressed in Section 11.4(a), Seller, prior which is subject to the Closingterms and conditions of Section 11.4(a)), Sellers, within five (5) days of the date of this Agreement, shall send to the holder of each such right Preferential Purchase Right a notice, notice in material compliance with the contractual provisions applicable to such right. In addition, prior to the Closing, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby a notice seeking such party’s consent to the transaction contemplated herebyPreferential Purchase Right. (bi) If, prior to the Closing, any holder of a preferential purchase right Preferential Purchase Right notifies Seller Sellers that it intends to consummate the purchase of the Asset to which its preferential purchase right appliesPreferential Purchase Right applies or if the time for exercising such Preferential Purchase Right has not expired, then the exercise of Asset subject to such preferential purchase right shall constitute a Title Defect, that Asset Preferential Purchase Right shall be excluded from the Assets to be conveyed assigned to Buyer at Closing (but only to the extent of the interest portion of such Asset affected by the preferential purchase rightPreferential Purchase Right), and the Purchase Price shall be reduced by the Allocated Value of of, and Well Reimbursement Costs, if any, attributable to, the relevant Asset allocable to such interest(or portion thereof) so excluded. Seller Sellers shall be entitled to all proceeds paid by a party any Person exercising a preferential purchase right Preferential Purchase Right prior to the Closing. If such holder of such preferential purchase right Preferential Purchase Right thereafter fails to consummate the purchase of the Asset (or portion thereof) covered by such right Preferential Purchase Right on or before thirty sixty (3060) Days days following the Closing Date, then Seller or the time for exercising such Preferential Purchase Right expires without exercise by the holder thereof (A) Sellers shall so notify Buyer, Buyer and (B) Buyer shall purchase from Sellers, on or before ten (10) Days days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller(or portion thereof) that was so excluded, under the terms of this Agreement and for a price equal to the portion of amount by which the Purchase Price previously allocated was reduced at Closing with respect to itsuch excluded Asset (or portion thereof), subject to any adjustments as a result of any Title Defect asserted by Buyer in accordance with Section 11.2. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (dii) All Assets for which preferential purchase rights have any applicable Preferential Purchase Right has been waived, or as to which the period to exercise such right the applicable Preferential Purchase Right has expired expired, in each case, prior to the Closing, shall be sold to Buyer at the Closing pursuant to the provisions of this Agreement. (ec) With respect to each Consent, including those set forth in Schedule 4.4, Sellers, within five (5) days of the date of this Agreement, shall send to the holder of each such Consent a notice in compliance with the contractual provisions applicable to such Consent seeking such holder’s consent to the transactions contemplated hereby, and Sellers agree to use their respective commercially reasonable efforts to obtain all such Consents prior to Closing; provided that if such contractual provisions applicable to such Consent do not require action by Sellers until after Closing, then Sellers shall comply with all such contractual provisions promptly after Closing. (i) If Seller fails (A) Sellers fail to obtain a consent Consent set forth in Schedule 4.4 prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent Consent would cause (1) the assignment of such Asset the Assets affected thereby to Buyer to be void ab initio or voidable or (2) the termination of a LeaseLease under the express terms thereof or (B) a Consent requested by Sellers is denied in writing, then then, in each case, the Asset (or portion of the Assets subject to thereof) affected by such failed consent shall constitute a Title Defect, that Asset un-obtained Consent shall be excluded from the Assets to be conveyed assigned to Buyer to the extent of the interest affected by the consentat Closing, and the Purchase Price shall be reduced by the Allocated Value of the relevant of, and Well Reimbursement Costs, if any, attributable to, such Asset allocable to such interest(or portion thereof) so excluded. In the event that a consent Consent (with respect to an Asset excluded pursuant to this Section 11.4(e11.4(c)(i)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statementwithin sixty (60) days following Closing, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller Sellers the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded excluded, subject to any adjustments as a result of any Title Defect asserted by Buyer in accordance with Section 11.2 and (y) Seller Sellers shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the Assignment. (ii) If Sellers fail to obtain a Consent set forth in Schedule 4.4 prior to Closing and (A) the failure to obtain such Consent would not cause (1) the assignment of the Asset (or portion thereof) affected thereby to Buyer to be void or voidable or (2) the termination of a Lease under the express terms thereof and (B) such Consent requested by Sellers is not denied in writing by the holder thereof, then the Asset (or portion thereof) subject to such un-obtained Consent shall nevertheless be assigned by Sellers to Buyer at Closing as part of the Assets.

Preferential Purchase Rights and Consents to Assign. Upon written notification to Seller by Purchaser identifying Persons (aand their addresses) With holding preferential rights to purchase affecting the Subject Properties or the right to consent with respect to each preferential purchase right pertaining to an Asset and the transactions contemplated any assignments required hereby, Sellerother than such consents of governmental authorities which are usually obtained in the normal course of business after Closing, actually received by Seller not later than the earlier of (i) fifteen (15) days prior to the ClosingClosing Date, shall send to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right. In addition, or (ii) five (5) business days prior to the Closinglatest date prior to Closing permitted by the subject agreement for such notice to be provided, Seller shall send notice of this Agreement to all such Persons (y) offering to sell to each holder of such Person the Subject Properties for which a preferential right is held on and subject to the terms hereof and for the same allocated value for such Subject Properties reflected on Exhibit "A", or (z) requesting, where appropriate, consent to any assignment pertaining required in connection herewith. Purchaser shall be entitled to review and approve the Assets and the transactions contemplated hereby a notice seeking form of all such party’s consent to the transaction contemplated hereby. (b) notices; provided, that such approval shall not be unreasonably withheld or delayed. If, prior to the Closing, any holder of such Persons asserting a preferential purchase right notifies Seller that it intends to consummate the purchase of the Asset Subject Properties to which its it holds a preferential purchase right appliespursuant to the terms and conditions hereof, the exercise then, subject to clause (ii) of Section 3.6 above, such preferential purchase right shall constitute a Title Defect, that Asset Subject Properties shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the preferential purchase right, Purchaser under this Agreement and the Purchase Price shall be reduced by the Allocated Value allocated value of such Subject Properties reflected in Exhibit "A"; provided, however, that if the relevant Asset allocable to such interest. Seller shall be entitled to all proceeds paid by a party exercising a preferential purchase right prior to the Closing. If such holder of such preferential purchase right thereafter fails to consummate the purchase of the Asset covered by such right Subject Properties on or before thirty (30) Days following the Closing Date, then Seller shall promptly so notify BuyerPurchaser, and Buyer Seller shall sell immediately to Purchaser, and Purchaser shall purchase on or before ten (10) Days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller, under the terms of this Agreement for a price equal to the portion allocated value of such Subject Properties and upon the Purchase Price previously allocated other terms of this Agreement, the Subject Properties to it. (c) If a which the preferential purchase right burdening any Asset is not exercised, or the time was asserted. All Subject Properties for exercising such which a preferential purchase right has not expired, been asserted prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to by the holder of such preferential purchase right pursuant right, or with respect to an assignment in substantially which Closing does not occur on the same form as Closing Date following the Assignment and shall keep the proceeds paid for such Asset by the party exercising the assertion of a preferential purchase right. (d) All Assets for which preferential purchase rights have been waived, or as to which the period to exercise such right has expired prior to the Closing, shall be sold to Buyer Purchaser at the Closing pursuant and subject to the provisions of this Agreement. . If one (e1) If or more of the holders of any preferential purchase rights notifies Seller fails subsequent to obtain Closing that it intends to assert its preferential purchase right, Seller shall give notice thereof to Purchaser, whereupon Purchaser shall satisfy all such preferential purchase right obligations of Seller to such holders and shall indemnify and hold Seller harmless from and against any and all claims, liabilities, losses, costs and expenses (including, without limitation, court costs and reasonable attorneys' fees) in connection therewith, and Purchaser shall be entitled to receive (and Seller hereby assigns to Purchaser all of Seller's rights to) all proceeds received from such holders in connection with such preferential purchase rights; Purchaser shall indemnify and hold harmless Seller from and against any and all claims, liabilities, losses, costs and expenses (including, without limitation, court costs and reasonable attorneys' fees) asserted or incurred at any time (whether before or after Closing) with respect to or arising directly or indirectly from the claims of any Person to a consent prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause the assignment of such Asset to Buyer to be void ab initio or the termination of a Lease, then the portion preferential purchase right affecting any of the Assets subject transferred to such failed consent shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the consent, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. In the event that a consent (with respect to an Asset excluded pursuant to this Section 11.4(e)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statement, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the AssignmentPurchaser hereunder.

Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right pertaining to an Asset and As soon as reasonably practical, but in no event later than ten (10) days after the transactions contemplated herebyexecution of this Agreement, Seller, prior to the Closing, Company shall send to the holder of each preferential right to purchase burdening the Assets that is triggered by the transactions contemplated in this Agreement a written notice offering to sell to such right a noticeholder, in material compliance accordance with the contractual provisions applicable to such right, the Asset covered by such right on substantially the same terms as this Agreement and for the Allocated Value applicable to such Asset as set forth in Exhibit A-2, subject to adjustments in price in the same manner that the Cash Portion is adjusted pursuant to Section 2.4. In additionSimilarly, as soon as reasonably practical, but in no event later than ten (10) days after the execution of this Agreement, the Company shall send to each Person from whom a consent to assignment that is triggered by the transactions contemplated in this Agreement is required prior to the Closing a written notice requesting the required consent from such Person. (b) If an Asset is subject to a preferential right to purchase, right of first refusal, right of first offer, or similar right that is triggered by the transactions contemplated in this Agreement and that is exercised prior to the Closing, Buyer shall purchase the Shares at the Closing, the Cash Portion shall be reduced by an amount equal to the full Allocated Value of the affected Asset, and Seller shall send be entitled to each holder of a retain all proceeds paid for the affected Asset by the Person exercising such preferential right to consent purchase or similar right. If an Asset is subject to assignment pertaining a preferential right to the Assets and purchase, right of first refusal, right of first offer, or similar right that is triggered by the transactions contemplated hereby a notice seeking such party’s consent in this Agreement and that is not exercised prior to the transaction contemplated hereby. (b) Closing, regardless of whether the time period for the exercise of such right has passed, title to such Asset shall remain vested in the Company, and no reduction of the Cash Portion paid at the Closing shall be made with respect thereto. If, for any reason, such preferential right to purchase or similar right is successfully exercised by the holder thereof after the Closing, Buyer shall be entitled to retain all proceeds paid for the affected Asset by the holder of the relevant preferential right to purchase or similar right. If, prior to the Closing, any the holder of such a preferential right to purchase or similar right notifies Seller or the Company that it intends to consummate the purchase of the an Asset to which its preferential purchase right applies, with the exercise of such preferential purchase right shall constitute a Title Defect, result that Asset shall be excluded from the Assets to be conveyed to Buyer to Cash Portion paid at the extent of the interest affected by the preferential purchase right, and the Purchase Price shall be Closing is reduced by the full Allocated Value of the relevant Asset allocable to such interest. Seller shall be entitled to all proceeds paid by a party exercising a preferential purchase right prior to affected Asset, but the Closing. If such holder of such preferential purchase right thereafter fails to consummate the purchase of the relevant Asset covered by such that the holder’s right on expires or before thirty (30) Days following is terminated after the Closing DateClosing, then Seller shall so notify Buyerwithin fifteen (15) days after the expiration or termination of such right, and Buyer shall purchase on or before ten (10) Days following receipt of such notice, subject pay to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller, under the terms of this Agreement for a price Seller an amount equal to the portion Allocated Value of the Purchase Price previously allocated to itsuch Asset. (c) If a preferential purchase right burdening any an Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right a third Person consent to assignment that is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset triggered by the party exercising the preferential purchase right. (d) All Assets for which preferential purchase rights have been waived, or as transactions contemplated in this Agreement and that is required to which the period to exercise such right has expired be obtained prior to the Closing, shall be sold but the third Person holding such right to Buyer at the Closing pursuant consent neglects or refuses to the provisions of this Agreement. (e) If Seller fails to obtain a give such consent prior to the Closing (except for Customary Post-Closing Consents) and Closing, Buyer shall nevertheless purchase the failure to obtain such Shares at the Closing. If the outstanding consent would cause is a Punitive Consent, the assignment of such Asset to Buyer to be void ab initio or the termination of a Lease, then the portion existence of the Assets subject to such failed consent shall outstanding Punitive Consent will constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the consent, and the Purchase Price Cash Portion shall be reduced by an amount equal to the Defect Amount (up to the full Allocated Value of the relevant Asset allocable affected Asset) calculated with respect thereto. If the outstanding consent is not a Punitive Consent, there shall be no reduction of the Cash Portion with respect thereto. After the Closing, Seller and the Company shall continue to use their reasonable commercial efforts (which shall in no event include any obligation to pay money to the owners of such interestrights or undertake any legal obligation) to obtain all outstanding consents to assignment (including Punitive Consents) as promptly after the Closing as is possible. In If Seller or the event that a consent Company obtains such an outstanding Punitive Consent after the Closing, then within fifteen (15) days after the receipt of such consent, Buyer shall pay to Seller an amount equal to the Defect Amount (up to the full Allocated Value of the affected Asset) calculated with respect to an Asset excluded pursuant to this Section 11.4(e)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statement, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the Assignmentconsent.

Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right pertaining Preferential Purchase Right set forth in Schedule 7.10, not later than ten days after the Execution Date (and, with respect to an Asset each Preferential Purchase Right that is not set forth in Schedule 7.10 but is discovered by either Party after the Execution Date and before the transactions contemplated herebyClosing Date, Sellernot later than five days after the discovery thereof), prior to the Closing, Seller shall send to the holder of each such right Preferential Purchase Right a notice, notice in material compliance with the contractual provisions applicable to such right. In addition, prior to the Closing, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby a notice seeking such party’s consent to the transaction contemplated herebyPreferential Purchase Right. (bi) If, prior to the Closing, any holder of a preferential purchase right Preferential Purchase Right notifies Seller that it intends to consummate the purchase of the Asset Conveyed Interest to which its preferential purchase right appliesPreferential Purchase Right applies or if the time for exercising such Preferential Purchase Right has not expired, then the exercise of Conveyed Interest (together with all associated Conveyed Interests) subject to such preferential purchase right shall constitute a Title Defect, that Asset shall Preferential Purchase Right will be excluded from the Assets Conveyed Interests to be conveyed assigned to Buyer at Closing (but only to the extent of the interest portion of such Conveyed Interest affected by the preferential purchase rightPreferential Purchase Right), such Conveyed Interest shall be deemed to be an Excluded Asset, and the Purchase Price shall Closing Cash Amount will be reduced by the sum of the Allocated Value of the relevant Asset allocable to such interestConveyed Interest (or portion thereof) so excluded. Seller shall will be entitled to all proceeds paid by a party any Person exercising a preferential purchase right Preferential Purchase Right prior to the Closing. If such holder of such preferential purchase right Preferential Purchase Right thereafter fails to consummate the purchase of the Asset Conveyed Interest (or portion thereof) covered by such right Preferential Purchase Right on or before thirty (30) Days following the Closing Date, then Seller shall so notify Buyer, and Buyer shall purchase on or before ten (10) Days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller, under the terms of this Agreement for a price equal to the portion end of the Purchase Price previously allocated to it. (c) If a preferential purchase right burdening any Asset is not exercised, time period for closing such sale or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to Preferential Purchase Right expires without exercise by the holder thereof: (1) Seller shall so notify Buyer; and (2) Seller shall assign, on the tenth Business Day following the end of such preferential purchase time period or termination of such right without exercise, such Conveyed Interest (or portion thereof) that was so excluded to Buyer pursuant to an assignment instrument in substantially the same form as the Assignment Assignment, such Conveyed Interest will no longer be deemed to be an Excluded Asset and shall keep be treated as a Conveyed Interest and Buyer will pay Seller (by wire transfer of immediately available funds) the proceeds paid for amount by which the Closing Cash Amount was reduced at Closing with respect to such Asset by the party exercising the preferential purchase rightasset that was excluded (or portion thereof). (dii) All Assets Conveyed Interests for which preferential purchase rights have any applicable Preferential Purchase Right has been waived, or as to which the period to exercise such right the applicable Preferential Purchase Right has expired expired, in each case, prior to the Closing, shall will be sold transferred to Buyer at the Closing pursuant to the provisions of this Agreement. (eb) If With respect to each Consent set forth in Schedule 7.4, Seller, not later than ten days after the Execution Date (and, with respect to each Consent that is not set forth in Schedule 7.4 but is discovered by either Party after the Execution Date and before the Closing Date, not later than five days after the discovery thereof), shall send to the holder of each such Consent a notice in compliance with the contractual provisions applicable to such Consent seeking such holder’s consent to assign to Buyer the Applicable Contract or Lease subject to such Consent in connection with the transactions contemplated hereby. (i) If: (A) Seller fails to obtain a consent Consent set forth in Schedule 7.4 (or any Consent that is not set forth in Schedule 7.4 but is discovered by either Party after the Execution Date and before the Closing Date) prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would Consent would: (1) cause the assignment of such Asset the Conveyed Interests affected thereby to Buyer to be void ab initio void; or (2) terminate the termination affected Lease(s) and/or Applicable Contract(s) or give the holder of such Consent the right to terminate the affected Lease(s) or Applicable Contract(s) under the express terms thereof; or (B) a LeaseConsent requested by Seller is denied in writing, then then, in each case, the Conveyed Interest (or portion of the Assets subject to thereof) affected by such failed consent shall constitute a Title Defect, that Asset shall un-obtained Consent (together with all associated Conveyed Interests) will be excluded from the Assets Conveyed Interests to be conveyed assigned to Buyer at Closing and such Conveyed Interests shall be deemed to the extent of the interest affected by the consentbe Excluded Assets, and the Purchase Price shall Closing Cash Amount will be reduced by the sum of the Allocated Value of the relevant Asset allocable to such interestConveyed Interest (or portion thereof) so excluded. In the event that a consent any such Consent (with respect to an Asset a Conveyed Interest excluded pursuant to this Section 11.4(e5.5(b)(i)) that was not obtained prior to Closing is obtained prior to within 60 days following the date of delivery of the Final Settlement StatementClosing Date, then, within ten (10) days on the tenth Business Day after such Consent is obtained (x) Buyer Seller shall purchase assign the Asset Conveyed Interest (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the Assignment, such Conveyed Interest will no longer be deemed to be an Excluded Asset and shall be treated as a Conveyed Interest, and Buyer will pay Seller (by wire transfer of immediately available funds) the amount by which the Closing Cash Amount was reduced at Closing with respect to the Conveyed Interest (or portion thereof) so excluded. From the Closing Date until 60 days thereafter, Seller shall use its best reasonable efforts to obtain consent to assignment from each holder of a consent affecting a Conveyed Interest that was retained by Seller pursuant to the terms of this Section 5.5(b). (ii) If Seller fails to obtain a Consent set forth in Schedule 7.4 prior to Closing and: (A) the failure to obtain such Consent would not: (1) cause the assignment of the Conveyed Interest (or portion thereof) affected thereby to Buyer to be void; or (2) terminate the affected Lease(s) and/or Applicable Contract(s) or give the holder of such Consent the right to terminate the affected Lease(s) or Applicable Contract(s) under the express terms thereof; and (B) such Consent requested by Seller is not denied in writing by the holder thereof, then the Conveyed Interest (or portion thereof) subject to such un-obtained Consent will nevertheless be assigned by Seller to Buyer at Closing as part of the Conveyed Interests and Buyer will have no claim against, and Seller will have no Liability for, the failure to obtain any such Consent set forth in Schedule 7.4.

Preferential Purchase Rights and Consents to Assign. The Parties do not believe that any preferential rights to purchase or rights to consent to assignment applicable to the EPGC Assets or the Westport Assets (which are set forth on Schedules 6.3(a) and 6.3(b), respectively) are triggered by the transaction contemplated by this Agreement. Nonetheless, if the Parties become aware of any facts to the contrary, then Westport or EPGC, as appropriate, shall evaluate such facts, and if warranted, shall send notice of this Agreement to all persons holding such rights (i) offering to sell to each such person that portion of the affected Asset for which such a preferential right is held for an amount equal to the value of such Asset as agreed to by the Parties and on and subject to the terms hereof, or (ii) requesting, where required, consent to any of the transactions contemplated by this Agreement. Westport and EPGC shall be entitled to review and approve the form of the other Party's notices, provided that such approval shall not be unreasonably withheld or delayed. If one or more of the holders of any preferential purchase rights exercises its right prior to or subsequent to Closing, the Party receiving such notice of exercise shall notify the other Parties and the Party whose Asset is subject to such right shall satisfy all valid preferential purchase right obligations of a Party to such holders and shall be entitled to receive all proceeds received from such holders (which shall be in an amount equal to the value thereof as agreed to by the Parties plus the value attributable to the undeveloped acreage associated with the applicable Asset, as agreed to by the Parties) in connection with such preferential purchase rights. To the extent proceeds are received prior to Closing, such proceeds shall constitute EPGC Assets or Westport Assets, as appropriate. Nothing in this Section 6.3 shall preclude any Party from seeking indemnification pursuant to Article XI for Damages with respect to any preferential rights or rights to consent so exercised which were not described on (a) With or 6.3(b), as applicable; provided, however, that solely with respect to each any preferential purchase right pertaining rights, no Party shall have a claim for indemnification pursuant to an Asset Article XI arising out of a breach of this Section 6.3 except to the extent that: (i) the preferential purchase rights giving rise to a claim for indemnification are not listed on Schedule 6.3(a) or 6.3(b), as applicable; and (ii) the aggregate value of the properties to which the preferential purchase rights described in (i) above (as to any particular party) relate is at least $20 million; and (iii) the diminution in value of (A) Westport and the transactions contemplated hereby, Seller, EPGC prior to the Closing, shall send to the holder of each such right or (B) EPGC and its subsidiaries (taken as a notice, in material compliance with the contractual provisions applicable to such right. In addition, prior to whole) after the Closing, Seller shall send to each holder resulting from the exercise of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby a notice seeking such party’s consent to the transaction contemplated hereby. (b) If, prior to the Closing, any holder of a preferential purchase right notifies Seller that it intends to consummate rights described in (i) above exceeds the purchase of the Asset to which its preferential purchase right applies, value received for such properties upon the exercise of such preferential purchase right shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the preferential purchase right, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. Seller shall be entitled to all proceeds paid by a party exercising a preferential purchase right prior to the Closing. If such holder of such preferential purchase right thereafter fails to consummate the purchase of the Asset covered by such right on or before thirty (30) Days following the Closing Date, then Seller shall so notify Buyer, and Buyer shall purchase on or before ten (10) Days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller, under the terms of this Agreement for a price equal to the portion of the Purchase Price previously allocated to itrights. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (d) All Assets for which preferential purchase rights have been waived, or as to which the period to exercise such right has expired prior to the Closing, shall be sold to Buyer at the Closing pursuant to the provisions of this Agreement. (e) If Seller fails to obtain a consent prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause the assignment of such Asset to Buyer to be void ab initio or the termination of a Lease, then the portion of the Assets subject to such failed consent shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the consent, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. In the event that a consent (with respect to an Asset excluded pursuant to this Section 11.4(e)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statement, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the Assignment.

Preferential Purchase Rights and Consents to Assign. Upon written notification to Seller by Purchaser identifying Persons (aand their addresses) With holding preferential rights to purchase affecting the Subject Properties or Gas Plants or the right to consent with respect to each preferential purchase right pertaining to an Asset and the transactions contemplated any assignments required hereby, Sellerother than such consents of governmental authorities which are usually obtained in the normal course of business after Closing, actually received by Seller not later than the earlier of (i) fifteen (15) days prior to the ClosingClosing Date, shall send to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right. In addition, or (ii) five (5) Business Days prior to the Closinglatest date prior to Closing permitted by the subject agreement for such notice to be provided, or upon Seller's own initiative but without any obligation to so initiate, Seller shall send notice of this Agreement to all such Persons (y) offering to sell to each holder of such Person the Subject Properties or Gas Plants for which a preferential right is held on and subject to the terms hereof and for the same allocated value for such Subject Properties or Gas Plants reflected on Exhibit "A" hereto, or (z) requesting, where appropriate, consent to any assignment pertaining required in connection herewith. Notwithstanding the foregoing, Purchaser shall be ultimately responsible for obtaining all approvals and consents from each and every applicable Person, including, but not limited to, lessors, joint interest owners, farmors, sublessors, assignors, grantors, co-parties to Agreements, governmental bodies having jurisdiction, or third parties and will provide Seller, upon request, on or before the Assets Closing Date, except as otherwise provided in this Agreement, with proof of each consent, approval or waiver. Purchaser shall be entitled to review and approve the transactions contemplated hereby a notice seeking form of all such party’s consent to the transaction contemplated hereby. (b) notices; provided, that such approval shall not be unreasonably withheld or delayed. If, prior to the Closing, any holder of such Persons asserting a preferential purchase right notifies Seller that it intends to consummate the purchase of the Asset Subject Properties or Gas Plants to which its it holds a preferential purchase right appliespursuant to the terms and conditions hereof, or if the exercise period allowed for acceptance of the notice provided by Seller has not expired or will not expire as of Closing (subject to Seller's right to extend the date of Closing) then, subject to clause (ii) of Section 3.6 above, such preferential purchase right shall constitute a Title Defect, that Asset Subject Properties or Gas Plant shall be excluded at Closing from the Assets to be conveyed to Buyer to the extent of the interest affected by the preferential purchase right, Purchaser under this Agreement and the Purchase Price shall be reduced by the Allocated Value allocated value of such Subject Properties or Gas Plants reflected in Exhibit "A" hereto; provided, however, that if the relevant Asset allocable to such interest. Seller shall be entitled to all proceeds paid by a party exercising a preferential purchase right prior to the Closing. If such holder of such preferential purchase right thereafter fails to consummate the purchase of the Asset covered by such right Subject Properties or Gas Plant before, on or before thirty (30) Days following within a reasonable time after the Closing DateDate (taking into account the notice or acceptance period for the right of preferential purchase and a reasonable amount of time, as determined by Seller, to assemble documentation for such separate sale), then Seller shall promptly so notify BuyerPurchaser, and Buyer Seller shall sell immediately to Purchaser, and Purchaser shall purchase on or before ten (10) Days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller, under the terms of this Agreement for a price equal to the portion allocated value of such Subject Properties or Gas Plants and upon the Purchase Price previously allocated other terms of this Agreement, the Subject Properties or Gas Plants to it. (c) If a which the preferential purchase right burdening any Asset is not exercised, was asserted. All Subject Properties or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (d) All Assets Gas Plants for which all preferential purchase rights have been waived, waived or as to which the period to exercise such right has expired have not been accepted prior to expiration after timely notice of the Closingacceptance period by the holder of such right, shall be sold to Buyer Purchaser at the Closing pursuant and subject to the provisions of this Agreement. . If one (e1) If or more of the holders of any preferential purchase rights notifies Seller fails subsequent to obtain a consent prior Closing that it intends to assert its preferential purchase right, Seller shall give notice thereof to Purchaser, whereupon Purchaser shall satisfy all such preferential purchase right obligations of Seller to such holders including, but not limited to, transferring the affected Assets to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause the assignment holder of such Asset rights and shall indemnify and hold Seller, Seller's Affiliates and their respective Representatives harmless from and against any and all Claims, liabilities, losses, costs and expenses (including, without limitation, court costs and reasonable attorneys' fees) in connection therewith, and Purchaser shall be entitled to Buyer receive, upon satisfaction in full by Purchaser of all the foregoing obligations, all proceeds received from such holders in connection with such preferential purchase rights. Purchaser shall indemnify and hold harmless Seller, Seller's Affiliates and their respective Representatives from and against any and all Claims, liabilities, losses, costs and expenses (including, without limitation, court costs and reasonable attorneys' fees) asserted or incurred at any time (whether before, on or after Closing) with respect to be void ab initio or arising directly or indirectly from the termination claims of any Person to a Lease, then the portion preferential purchase right affecting any of the Assets subject transferred to such failed consent shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the consent, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. In the event that a consent (with respect to an Asset excluded pursuant to this Section 11.4(e)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statement, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the AssignmentPurchaser hereunder.

Preferential Purchase Rights and Consents to Assign. (a) With respect Within three (3) Business Days after the Bidding Procedures Order is entered by the Bankruptcy Court, the Sellers shall deliver to each preferential purchase right pertaining holder of a Preferential Purchase Right a notice reasonably satisfactory to an Asset Purchaser (i) containing a copy of the Bidding Procedures Order, the motion seeking entry of the Bidding Procedures Order, this Agreement, the proposed Sale Order and the sale notice, (ii) informing such holder that such holder must submit a notice to the Sellers by the bid deadline of such holder’s intent to exercise its Preferential Purchase Right at the Auction, and (iii) seeking such holder’s consent to the assignment of such Purchased Asset(s) to Purchaser and/or the transactions contemplated hereby. If, Sellerfollowing the Effective Date, prior Purchaser discovers a Preferential Purchase Right that is not set forth on Section 5.22 of the Seller Disclosure Schedule, Purchaser may, at its option, provide a written notice to the ClosingSellers of such Preferential Purchase Right, and the Sellers shall send deliver a written notice as described in the immediately preceding sentence to the holder of such Preferential Purchase Right. (b) If there are any Preferential Purchase Rights outstanding after the Auction Date, then within five (5) Business Days after the Final Allocation Statement is determined pursuant to Section 10.2, the Sellers shall deliver to each such right holder of a notice, Preferential Purchase Right a notice that is in material compliance with the contractual provisions applicable to such right. In additionPreferential Purchase Right, prior offering to the Closing, Seller shall send sell to each such holder the Purchased Asset(s) that is the subject of a right to consent to assignment pertaining to such Preferential Purchase Right, in exchange for an amount not less than the Assets and the transactions contemplated hereby a notice Allocated Value of such Purchased Asset(s) or seeking such partyholder’s consent to the transaction assignment of such Purchased Asset(s) to Purchaser and/or the transactions contemplated hereby. If, following the Auction Date, Purchaser discovers a Preferential Purchase Right that is not set forth on Section 5.22 of the Seller Disclosure Schedule, Purchaser may, at its option, provide a written notice to the Sellers of such Preferential Purchase Right, and the Sellers shall deliver a written notice as described in the immediately preceding sentence to the holder of such Preferential Purchase Right. (bc) If, prior All Purchased Assets that are subject to Preferential Purchase Right(s) shall be transferred or assigned to Purchaser at the Closing, Closing and Purchaser shall take title to such Purchased Assets subject to such Preferential Purchase Right(s). In the event any holder of a preferential purchase right notifies Seller that it intends Preferential Purchase Right exercises its Preferential Purchase Right to consummate the purchase of the Asset Purchased Asset(s) to which its preferential purchase right Preferential Purchase Right applies, Purchaser shall be entitled to, and such holder shall pay to Purchaser, the proceeds generated from the exercise of such preferential purchase right shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the preferential purchase right, and the Preferential Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. Seller shall be entitled to all proceeds paid by a party exercising a preferential purchase right prior to the Closing. If such holder of such preferential purchase right thereafter fails to consummate the purchase of the Asset covered by such right on or before thirty (30) Days following the Closing Date, then Seller shall so notify Buyer, and Buyer shall purchase on or before ten (10) Days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller, under the terms of this Agreement for a price equal to the portion of the Purchase Price previously allocated to it. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase rightRight. (d) All The provisions of this Section 8.19 shall only apply with respect to those Purchased Assets for which preferential purchase rights have been waived, or as that are subject to which the period to exercise Preferential Purchase Rights and that cannot be acquired by Purchaser free and clear of such right has expired prior to the Closing, shall be sold to Buyer at the Closing Preferential Purchase Rights pursuant to the provisions of this Agreement. (e) If Seller fails to obtain a consent prior to Bidding Procedures Order, the Closing (except for Customary Post-Closing Consents) Sale Order and the failure to obtain such consent would cause the assignment of such Asset to Buyer to be void ab initio or the termination of a Lease, then the portion of the Assets subject to such failed consent shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the consent, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. In the event that a consent (with respect to an Asset excluded pursuant to this Section 11.4(e)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statement, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the AssignmentBankruptcy Code.

Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right pertaining to an Asset a Conveyed Interest and the transactions contemplated hereby, Seller, prior to within 10 days after the Closingdate of this Agreement, shall send to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right requesting a waiver of such right. In addition, prior to Seller, within 10 days after the Closingdate of this Agreement, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets Conveyed Interests and the transactions contemplated hereby a notice seeking such partyholder’s consent to the transaction contemplated hereby. Any preferential purchase right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful closing of this Agreement pursuant to Article IX and the obligation to bear the Allocated Carry for such Conveyed Interest based upon the terms of the Joint Development Agreement. The consideration payable under this Agreement for any particular Conveyed Interest for purposes of preferential purchase right notices shall be the Allocated Value of such Conveyed Interest. Seller shall use commercially reasonable efforts to cause such waivers of preferential purchase rights (or exercise thereof) and consents to assignment to be obtained and delivered prior to Closing, provided that Seller shall not be required to make payments or undertake obligations to or for the benefit of the holders of such rights in order to obtain the required waivers and consents. (b) If, prior to the Closing, any holder of a preferential purchase right notifies Seller that it intends to consummate the purchase of the Asset Conveyed Interest to which its preferential purchase right applies, then the exercise of such preferential purchase right shall constitute a Title Defect, that Asset Conveyed Interest shall be excluded from the Assets Conveyed Interests to be conveyed to Buyer to the extent of the interest affected by the preferential purchase right, and the Purchase Price Closing Cash Consideration shall be reduced by the Allocated Value of the relevant Asset allocable Conveyed Interest and the Carried Cost Obligation shall be reduced by the Allocated Carry for the relevant Conveyed Interest (and such Conveyed Interest shall no longer be considered subject to such interestthis Agreement for purposes of the other adjustments in Section 3.3). Seller shall be entitled to all proceeds paid by a party Person exercising a preferential purchase right prior to the Closing. If such holder of such preferential purchase right thereafter fails to consummate the purchase of the Asset Conveyed Interest covered by such right on or before thirty (30) Days following the Closing Dateright, then Seller shall so notify Buyer, and Buyer shall purchase on or before ten (10) Days 10 days following receipt of such notice, subject to Buyer’s satisfaction that such preferential purchase right has been waivedwaived or the time for exercising such right has expired, such Asset Conveyed Interest from Seller, under the terms of this Agreement for a price equal to the portion of the Purchase Price Closing Cash Consideration previously allocated to it, as adjusted pursuant to Section 3.3. and the Carried Cost Obligation shall be increased by the amount of the previous reduction for the Allocated Carry. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (d) All Assets Conveyed Interests for which preferential purchase rights have been waived, or as to which the period to exercise such right has expired prior to the Closing, shall be sold to Buyer at the Closing pursuant to the provisions of this Agreement. (ed) If (i) Seller fails to obtain a required consent prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause (A) the assignment of such Asset the Conveyed Interest affected thereby to Buyer to be void ab initio or (B) the termination of a LeaseLease under the express terms thereof or (ii) a consent requested by Seller is denied in writing and in either case, (iii) the consent is not a consent of a Governmental Authority or a material consent required from any other Person as a condition to Closing under Section 7.6, or Buyer has waived in writing the requirement with respect to such consent under Section 7.6, then the that portion of the Assets subject to such failed consent shall constitute a Title Defect, that Asset Conveyed Interest shall be excluded from the Assets Conveyed Interests to be conveyed to Buyer to Buyer, the extent of the interest affected by the consent, and the Purchase Price Closing Cash Consideration shall be reduced by the Allocated Value of that portion of such Conveyed Interest and the relevant Asset allocable to Carried Cost Obligation shall be reduced by the Allocated Carry of that portion of such interestConveyed Interest. In the event that a required consent (with respect to an Asset a Conveyed Interest excluded pursuant to this Section 11.4(e11.4(d)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statement, then, following Closing then within ten (10) 10 days after such Consent consent is obtained (x) obtained, Buyer shall purchase the Asset (or portion thereof) such Conveyed Interest that was so excluded as a result of such previously un-obtained Consent and excluded, pay to Seller the amount by which the Purchase Price Closing Cash Consideration was reduced at Closing with respect to the Asset (such Conveyed Interest or portion thereof) so excluded , the Carried Cost Obligation shall be increased by the amount of the previous reduction for the Allocated Carry and (y) Seller shall assign to Buyer the Asset (such Conveyed Interest or portion thereof) so excluded at Closing thereof pursuant to an instrument in substantially the same form as the Assignment. (e) If (i) Seller fails to obtain a required consent prior to the Closing and the failure to obtain such consent would not cause (A) the assignment of the Conveyed Interest affected thereby to Buyer to be void or (B) the termination of a Lease under the express terms thereof, and

Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right pertaining to an Asset and As soon as reasonably practical, but in no event later than ten (10) days after the transactions contemplated herebyexecution of this Agreement, Seller, prior to the Closing, Company shall send to the holder of each preferential right to purchase burdening the Assets that is triggered by the transactions contemplated in this Agreement a written notice offering to sell to such right a noticeholder, in material compliance accordance with the contractual provisions applicable to such right, the Asset covered by such right on substantially the same terms as this Agreement and for the Allocated Value applicable to such Asset as set forth in Exhibit A-2, subject to adjustments in price in the same manner that the Cash Portion is adjusted pursuant to Section 2.4. In additionSimilarly, as soon as reasonably practical, but in no event later than ten (10) days after the execution of this Agreement, the Company shall send to each Person from whom a consent to assignment that is triggered by the transactions contemplated in this Agreement is required prior to the Closing a written notice requesting the required consent from such Person. (b) If an Asset is subject to a preferential right to purchase, right of first refusal, right of first offer, or similar right that is triggered by the transactions contemplated in this Agreement and that is exercised prior to the Closing, Buyer shall purchase the Shares at the Closing, the Cash Portion shall be reduced by an amount equal to the full Allocated Value of the affected Asset, and Seller shall send be entitled to each holder of a retain all proceeds paid for the affected Asset by the Person exercising such preferential right to consent purchase or similar right. If an Asset is subject to assignment pertaining a preferential right to the Assets and purchase, right of first refusal, right of first offer, or similar right that is triggered by the transactions contemplated hereby a notice seeking such party’s consent in this Agreement and that is not exercised prior to the transaction contemplated hereby. (b) Closing, regardless of whether the time period for the exercise of such right has passed, title to such Asset shall remain vested in the Company, and no reduction of the Cash Portion paid at the Closing shall be made with respect thereto. If, for any reason, such preferential right to purchase or similar right is successfully exercised by the holder thereof after the Closing, Buyer shall be entitled to retain all proceeds paid for the affected Asset by the holder of the relevant preferential right to purchase or similar right. If, prior to the Closing, any the holder of such a preferential right to purchase or similar right notifies Seller or the Company that it intends to consummate the purchase of the an Asset to which its preferential purchase right applies, with the exercise of such preferential purchase right shall constitute a Title Defect, result that Asset shall be excluded from the Assets to be conveyed to Buyer to Cash Portion paid at the extent of the interest affected by the preferential purchase right, and the Purchase Price shall be Closing is reduced by the full Allocated Value of the relevant Asset allocable to such interest. Seller shall be entitled to all proceeds paid by a party exercising a preferential purchase right prior to affected Asset, but the Closing. If such holder of such preferential purchase right thereafter fails to consummate the purchase of the relevant Asset covered by such that the holder's right on expires or before thirty (30) Days following is terminated after the Closing DateClosing, then Seller shall so notify Buyerwithin fifteen (15) days after the expiration or termination of such right, and Buyer shall purchase on or before ten (10) Days following receipt of such notice, subject pay to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller, under the terms of this Agreement for a price Seller an amount equal to the portion Allocated Value of the Purchase Price previously allocated to itsuch Asset. (c) If a preferential purchase right burdening any an Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right a third Person consent to assignment that is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset triggered by the party exercising the preferential purchase right. (d) All Assets for which preferential purchase rights have been waived, or as transactions contemplated in this Agreement and that is required to which the period to exercise such right has expired be obtained prior to the Closing, shall be sold but the third Person holding such right to Buyer at the Closing pursuant consent neglects or refuses to the provisions of this Agreement. (e) If Seller fails to obtain a give such consent prior to the Closing (except for Customary Post-Closing Consents) and Closing, Buyer shall nevertheless purchase the failure to obtain such Shares at the Closing. If the outstanding consent would cause is a Punitive Consent, the assignment of such Asset to Buyer to be void ab initio or the termination of a Lease, then the portion existence of the Assets subject to such failed consent shall outstanding Punitive Consent will constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the consent, and the Purchase Price Cash Portion shall be reduced by an amount equal to the Defect Amount (up to the full Allocated Value of the relevant Asset allocable affected Asset) calculated with respect thereto. If the outstanding consent is not a Punitive Consent, there shall be no reduction of the Cash Portion with respect thereto. After the Closing, Seller and the Company shall continue to use their reasonable commercial efforts (which shall in no event include any obligation to pay money to the owners of such interestrights or undertake any legal obligation) to obtain all outstanding consents to assignment (including Punitive Consents) as promptly after the Closing as is possible. In If Seller or the event that a consent Company obtains such an outstanding Punitive Consent after the Closing, then within fifteen (15) days after the receipt of such consent, Buyer shall pay to Seller an amount equal to the Defect Amount (up to the full Allocated Value of the affected Asset) calculated with respect to an Asset excluded pursuant to this Section 11.4(e)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statement, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the Assignmentconsent.

Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right pertaining to an Asset and In connection with the transactions contemplated herebyby this Agreement, Seller has used reasonable efforts in preparing Schedules 3.4(c) and 3.4(d), which identify Persons (and their addresses) who may hold preferential rights to purchase affecting the Assets or rights to consent with respect to any assignments required hereby in order the convey certain of the Assets, other than such consents of governmental authorities, which are usually obtained after Closing in the normal course of business. On or before the third Business Day after the Execution Date, Seller, prior after consulting with Purchaser regarding the form of the notice and the Persons to the Closingwhom it shall be sent, shall send notice to the holder those Persons, if any, who may hold preferential rights to purchase or rights to consent to assign as set forth in Schedules 3.4(c) and 3.4(d) and provide Purchaser with a copy of each all such right a notice, in material compliance with the contractual provisions applicable to such rightNotices. In addition, prior to the Closing, Seller shall send the notice of this Agreement to all such Persons (i) offering to sell to each holder of such Person the Asset for which a preferential right is held, on and subject to the terms hereof (as may need to be modified or conformed as needed for a specific Asset) and for the same allocated value for such Asset as reflected on Exhibit "A", or (ii) requesting, where appropriate, consent to any assignment pertaining required in connection herewith in order to convey the Assets. Notwithstanding anything to the contrary in this Agreement and recognizing that Seller wants to sell the entirety of the Assets and in accordance herewith, Seller will have no obligation to complete the transactions contemplated hereby sale of an Asset to a notice seeking such party’s consent to the transaction contemplated hereby. (b) If, prior to the Closing, any holder of a preferential purchase right if Closing under this Agreement with Marubeni Offshore Production (USA) Inc. does not occur. If additional preferential rights to purchase or consents to assign, exclusive of those set forth in Sections 3.4 (c) and (d) above but applicable to the contemplated transactions, are discovered by Purchaser or Seller prior to Closing, Seller will use commercially reasonable efforts to send notices as soon as reasonably possible in accordance with this Section 3.10. Until Closing, Seller shall be responsible for sending such notices and collecting responses from each and every applicable Person, including but not limited to, lessors, joint interest owners, farmors, sublessors, assignors, grantors, co-parties to Related Agreements, Governmental Entities having jurisdiction, or third parties, relating to approvals and consents and will provide Purchaser on or before the Closing Date, except as otherwise provided in this Agreement, with copies of each consent, approval or waiver Seller has received. Seller and Purchaser shall meet and agree on the form of all such notices; provided that such approval shall not be unreasonably withheld or delayed and if agreement is not reached, Seller's form shall be used. If, prior to Closing, any Person, in response to a notice from Seller asserts a preferential purchase right and notifies Seller that it intends to consummate the purchase of the Asset to which its it holds a preferential purchase right appliespursuant to the terms and conditions hereof, or if the exercise period allowed for acceptance of the notice provided by Seller has not expired or will not expire as of Closing (subject to Seller's right to extend the date of Closing), then such preferential purchase right shall constitute a Title Defect, that Asset Subject Properties shall be excluded at Closing from the Assets to be conveyed to Buyer to the extent of the interest affected by the preferential purchase right, Purchaser under this Agreement and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interestSubject Properties reflected in Exhibit "A". Seller shall be entitled to all proceeds paid by a party exercising a preferential purchase right prior to the Closing. If such holder of such preferential purchase right thereafter fails to consummate the purchase of the Asset covered by such right on or before thirty (30) Days following the Closing Date, then Seller shall so notify Buyer, and Buyer shall purchase on or before ten (10) Days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller, under the terms of this Agreement for a price equal to the portion of the Purchase Price previously allocated to it. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (d) All Assets for which all preferential purchase rights have been waived, waived or as have not been accepted prior to which expiration after timely notice of the acceptance period to exercise by the holder of such right has expired prior to the Closing, shall be sold to Buyer Purchaser at the Closing pursuant and subject to the provisions of this Agreement. . If one (e1) If Seller fails to obtain a consent prior or more of the holders of any preferential purchase rights pertaining to the Assets, or any portion thereof, notifies Seller or Purchaser subsequent to Closing (except for Customary Post-Closing Consents) and that it intends to assert its preferential purchase right, such notified Party shall give notice thereof to the failure other party, whereupon Purchaser shall satisfy all such preferential purchase right obligations to obtain such consent would cause holders including, but not limited to, transferring the assignment affected Assets to the holder of such Asset to Buyer to be void ab initio or the termination of a Lease, then the portion of the Assets subject to such failed consent shall constitute a Title Defect, that Asset rights and Purchaser shall be excluded entitled to receive upon satisfaction in full by Purchaser of all the foregoing obligations all proceeds received from the Assets to be conveyed to Buyer to the extent of the interest affected by the consentsuch holders in connection with such preferential purchase rights. AT, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. In the event that a consent UPON AND AFTER CLOSING, PURCHASER SHALL INDEMNIFY, RELEASE, DEFEND AND HOLD HARMLESS SELLER, SELLER'S AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES (with respect to an Asset excluded pursuant to this Section 11.4(e)INCLUDING, WITHOUT LIMITATION, COURT COSTS AND REASONABLE ATTORNEYS' FEES) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement StatementTHAT ARE THEREAFTER ASSERTED AND WHICH WERE OR ARE INCURRED AT ANY TIME ON OR AFTER THE EXECUTION DATE WITH RESPECT TO OR ARISING DIRECTLY OR INDIRECTLY FROM THE CLAIMS OF ANY PERSON TO A PREFERENTIAL PURCHASE RIGHT THAT IS DISCLOSED OR REFERRED TO IN ANY SCHEDULE ATTACHED HERETO AFFECTING ANY OF THE ASSETS TRANSFERRED TO PURCHASER HEREUNDER, thenINCLUDING, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the AssignmentBUT NOT LIMITED TO, CLAIMS RESULTING FROM THE ALLOCATED VALUE PLACED BY PURCHASER ON THE SUBJECT PROPERTY OR THE FORM, TIMELINESS OR MANNER OF NOTICE OR FAILURE TO NOTIFY, AND, WITH REGARD TO CONSENTS TO ASSIGN OR TRANSFER, THAT ARE DISCLOSED OR REFERRED TO IN ANY SCHEDULE ATTACHED HERETO OR IN ANY CONTRACT OR AGREEMENT REFLECTED IN THE PUBLIC RECORDS OF THE MINERALS MANAGEMENT SERVICE, THE PUBLIC RECORDS OF THE COUNTIES OR PARISHES LOCATED ADJACENT TO THE SUBJECT PROPERTIES OR IN THE RECORDS OF SELLER.

Preferential Purchase Rights and Consents to Assign. (a) With respect to each any preferential purchase right pertaining to an Asset and which will be triggered by the transactions contemplated hereby, Seller, prior to the Closing, shall send to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right. In addition, prior to the Closing, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and triggered by the transactions contemplated hereby a notice seeking such party’s consent to the transaction contemplated hereby. (b) If, prior to the Closing, any holder of a preferential purchase right notifies Seller that it intends to consummate the purchase of the Asset to which its preferential purchase right applies, the exercise of such preferential purchase right shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the preferential purchase right, by conveying such Asset to Seller or its designee, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. Seller shall be entitled to all proceeds paid by a party exercising a preferential purchase right prior to the Closing. If such holder of such preferential purchase right thereafter fails to consummate the purchase of the Asset covered by such right on or before thirty (30) Days following the Closing Date, then Seller shall so notify Buyer, and Buyer shall purchase on or before ten (10) Days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller, under the terms of this Agreement for a price equal to the portion of the Purchase Price previously allocated to it. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (d) All Assets for which preferential purchase rights have been waived, or as to which the period to exercise such right has expired prior to the Closing, shall be sold to Buyer at the Closing pursuant to the provisions of this Agreement. (e) If Seller fails to obtain a consent prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause the indirect assignment of such Asset to Buyer to be void ab initio or the termination of a Leasevoid, then the portion of the Assets Asset subject to such failed consent shall constitute a Title Defect, that Asset and Seller and Buyer shall be excluded from have the Assets to be conveyed to Buyer to the extent of the interest affected by the consent, rights and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. In the event that a consent (remedies set forth in Section 3.3 with respect to an Asset excluded pursuant to thereto. (f) The provisions of this Section 11.4(e)) that was 3.6 shall not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statement, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent alter Seller’s representations and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument warranties in substantially the same form as the AssignmentSection 6.13.

Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right, right of first refusal or similar right (each, a “Preferential Purchase Right”) pertaining to an Asset and the transactions contemplated herebyhereby set forth in Schedule 11.4, Seller, prior to the Closing, shall send to the holder of each such right Preferential Purchase Right a notice, in material compliance with the contractual provisions applicable to such right. In addition, prior to the Closing, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby set forth in Schedule 4.4 a notice seeking such partyholder’s consent to the transaction transactions contemplated hereby. (b) If, prior to the Closing, any holder of a preferential purchase right Preferential Purchase Right notifies Seller that it intends to consummate the purchase of the Asset to which its preferential purchase right appliesPreferential Purchase Right applies or if the time for exercising such Preferential Purchase Right has not expired, the exercise of such preferential purchase right shall constitute a Title Defect, then that Asset shall be excluded from the Assets to be conveyed to acquired by Buyer to the extent of the interest affected by the preferential purchase rightPreferential Purchase Right, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interestAsset. Seller shall be entitled to all proceeds paid by a party Person exercising a preferential purchase right Preferential Purchase Right prior to the Closing. If such holder of such preferential purchase right Preferential Purchase Right thereafter fails to consummate the purchase of the Asset covered by such right Preferential Purchase Right on or before thirty (30) Days 60 days following the Closing DateDate or the time for exercising such Preferential Purchase Right expires without exercise by the holders thereof, then Seller shall so notify Buyer, and Buyer shall purchase purchase, on or before ten (10) Days 10 days following receipt of such notice, notice and subject to Buyer’s satisfaction that such preferential Preferential Purchase Right has been waived or the time for exercising such right has been waivedexpired, such Asset from Seller, under the terms of this Agreement for a price equal to the portion of the Purchase Price previously allocated to it. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (d) All Assets for which preferential purchase rights have any Preferential Purchase Right has been waived, waived or as to which the period to exercise such right has expired prior to the Closing, Closing shall (in each case) be sold (directly or indirectly) to Buyer at the Closing pursuant to the provisions of this Agreement. (ed) If (i) Seller fails to obtain a required consent set forth in Schedule 4.4 prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause (A) the assignment (directly or indirectly, as applicable) of such Asset the Assets affected thereby to Buyer to be void ab initio or (B) the termination of a LeaseLease or Right-of-Way under the express terms thereof or (ii) a consent requested by Seller is denied in writing, then the then, in each case, that portion of the Assets subject to such failed consent shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to acquired by Buyer to the extent of the interest affected by the consent, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to that portion of such interestAssets. In the event that a required consent (with respect to an Asset excluded pursuant to this Section 11.4(e11.4(d)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statementwithin 60 days following Closing, then, within ten (10) 10 days after such Consent consent is obtained (x) obtained, Buyer shall purchase the such portion of such Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or such portion thereof) so excluded of such Asset, and (y) Seller shall assign to Buyer the such portion of such Asset (or portion thereof) so excluded at Closing pursuant to an instrument assignment in form substantially similar to the same form as Assignment and Bill of Sale. (e) If (i) Seller fails to obtain a required consent necessary for the Assignment.transfer of an Asset, whether set forth in Schedule 4.4 or otherwise, prior to the Closing and the failure to obtain such consent would not cause (A) the assignment of the Asset affected thereby to Buyer to be void or (B) the termination of a Lease or Right-of-Way under the express terms thereof and

Preferential Purchase Rights and Consents to Assign. (a) With respect The Conveyed Interests subject to each preferential purchase right pertaining to an Asset and the transactions contemplated hereby, Seller, prior to the Closing, shall send to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right. In addition, prior to the Closing, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby a notice seeking such party’s consent to the transaction contemplated hereby. (b) If, prior to the Closing, any holder of a preferential purchase right notifies Seller that it intends to consummate the purchase of the Asset to which its preferential purchase right applies, the exercise of such preferential purchase right shall constitute a Title Defect, that Asset Preferential Purchase Right shall be excluded from the Assets Conveyed Interests to be conveyed to Buyer to on the extent of the interest affected by the preferential purchase rightExecution Date, and the Purchase Price Stage 1 Carry Amount shall be reduced in accordance with the terms of Section 8.4 by an amount equal to 100% of the Allocated Value of such Conveyed Interests being excluded. Forest shall use commercially reasonable efforts to cause the relevant Asset allocable holder of each Preferential Purchase Right to waive in writing its Preferential Purchase Right during the period to exercise such interest. Seller shall be entitled to all proceeds paid by a party exercising a preferential purchase right prior to Preferential Purchase Right (the Closing“Exercise Period”). If such holder of such preferential purchase right the Preferential Purchase Right thereafter fails to consummate the purchase of the Asset Conveyed Interest covered by such right on or before thirty (30) Days following the Closing Dateexpiration of the Exercise Period, then Seller within 10 days after the date thereof, Forest shall so notify Buyerassign such interest to STC Eagleville pursuant to a conveyance in substantially similar form to the Conveyance, and Buyer the Stage 1 Carry Amount shall purchase on or before ten (10) Days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller, under be increased in accordance with the terms of this Agreement for a price Section 8.4 by an amount equal to the portion 100% of the Purchase Price previously allocated Allocated Value of such Conveyed Interest then being assigned. (b) The Conveyed Interests subject to itany Material Consent shall be excluded from the Conveyed Interests to be conveyed to STC Eagleville, and the Stage 1 Carry Amount shall be reduced in accordance with Section 8.4 by an amount equal to 100% of the Allocated Value of such Conveyed Interests being excluded. For a period of six months after the Execution Date, Forest shall use commercially reasonable efforts to cause such Material Consents to be obtained and delivered. If a Material Consent is obtained within such six-month period, then within 10 days after such Material Consent is obtained, Forest shall assign such interest to STC Eagleville pursuant to a conveyance in substantially similar form to the Conveyance, and the Stage 1 Carry Amount shall be increased in accordance with Section 8.4 by an amount equal to 100% of the Allocated Value of such Conveyed Interest then being assigned. (c) If a preferential purchase right burdening any Asset is With respect to each Consent set forth in Schedule 12.4 that does not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (d) All Assets for which preferential purchase rights have been waived, or as to which the period to exercise such right has expired prior to the Closing, shall be sold to Buyer at the Closing pursuant to the provisions of this Agreement. (e) If Seller fails to obtain a consent prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause the assignment of such Asset to Buyer to be void ab initio or the termination of a Lease, then the portion of the Assets subject to such failed consent shall constitute a Title DefectMaterial Consent, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the consent, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. In the event that a consent (with respect to an Asset excluded pursuant to this Section 11.4(e)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statement, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset Conveyed Interests (or portion thereof) that was so excluded as a result of subject to such previously un-obtained Consent shall nevertheless be assigned by Forest to STC Eagleville on the Execution Date as part of the Conveyed Interests. For a period of 12 months after the Execution Date, Forest shall use commercially reasonable efforts to cause any such Consent to be obtained and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the Assignmentdelivered.

Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right pertaining to an Asset and the transactions contemplated hereby, SellerSeller shall promptly following execution of this Agreement, prior to the Closing, shall send to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right. In addition, prior to the Closingpromptly following execution of this Agreement, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby a notice seeking such party’s 's consent to the transaction contemplated hereby. Seller shall contemporaneously furnish Buyer with a copy of each of the foregoing notices and each reply by the Third Parties. (b) If, prior to the Closing, any holder of a preferential purchase right notifies Seller that it intends to consummate the purchase of the Asset to which its preferential purchase right applies, the exercise of such preferential purchase right shall constitute a Title Defect, that such Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the preferential purchase right, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. Seller shall be entitled to all proceeds paid by a party exercising a preferential purchase right prior to the Closing. If such holder of such preferential purchase right thereafter fails to consummate the purchase of the Asset covered by such right on or before thirty (30) Days days following the Closing Date, then Seller shall so notify Buyer, and Buyer shall purchase on or before ten (10) Days business days following receipt of such notice, subject to Buyer’s 's satisfaction that such preferential right has been waived, such Asset from Seller, under the terms of this Agreement for a price equal to the portion of the Purchase Price previously allocated to it. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to shall not be conveyed at Closing. Upon receipt of the preferential purchase right, and if waiver of any such preferential purchase right is subsequently exercised, Buyer the Asset shall deliver the affected Asset be conveyed to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase rightBuyer. (d) All Assets for which preferential purchase rights have been waived, or as to which the period to exercise such right has expired prior to the Closing, shall be sold to Buyer at the Closing pursuant to the provisions of this Agreement. (e) If Seller fails to obtain a consent prior to the Closing (except for Customary Post-Closing Consents) and Buyer reasonably concludes that the failure to obtain such consent would cause the assignment of such Asset to Buyer to be void ab initio or the termination of a Leaseotherwise ineffective, then the portion of the Assets Asset subject to such failed consent shall constitute a Title Defect, that Asset and Seller and Buyer shall be excluded from have the Assets to be conveyed to Buyer rights and remedies set forth in Article 12.2 with respect thereto. (f) Anything in this Agreement to the extent contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Lease, Contract or other agreement or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment thereof, without the consent of a third party thereto, would constitute a breach or violation thereof and such consent has not been received as of the interest affected by Closing. If such a consent is required and has not been received or if an attempted assignment is ineffective, Seller shall cooperate with the consentBuyer in any reasonable arrangement that (i) provides for Buyer the benefits under any such Leases, Contracts or other agreements until such time as the required consent is obtained or the 41 attempted assignment is effective, as the case may be, and (ii) requires Buyer either to promptly make, on the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to Seller's behalf, any payments due under such interest. In the event that a consent (with respect to an Asset excluded pursuant to this Section 11.4(e)) that was not obtained prior to Closing is obtained prior Lease, Contract or other agreement and attributable to the date of delivery of period after the Final Settlement Statement, then, within ten (10) days after Effective Date or to promptly reimburse Seller for any such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount payments made by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the AssignmentSeller.

Preferential Purchase Rights and Consents to Assign. (a) With respect to each any preferential purchase right pertaining to an a Subject Asset and the transactions contemplated hereby, SellerEXCO, prior to within 10 days after the Closingdate of this Agreement, shall send to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right requesting a waiver of such right. In addition, prior to EXCO, within 10 days after the Closingdate of this Agreement, Seller shall send to each holder of a right to consent to assignment pertaining to the Subject Assets and the transactions contemplated hereby a notice seeking such partyholder’s consent to the transaction contemplated hereby. Any preferential purchase right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful closing of this Agreement pursuant to Article 9. The consideration payable under this Agreement for any particular Subject Asset for purposes of preferential purchase right notices shall be the reasonably allocated value of such Subject Asset. EXCO shall use commercially reasonable efforts to cause such waivers of preferential purchase rights (or exercise thereof) and consents to assignment to be obtained and delivered prior to Closing, provided that EXCO shall not be required to make payments or undertake obligations to or for the benefit of the holders of such rights in order to obtain the required waivers and consents. (b) If, prior to the Closing, any holder of a preferential purchase right notifies Seller EXCO that it intends to consummate the purchase of the Subject Asset to which its preferential purchase right applies, then the exercise of such preferential purchase right shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the preferential purchase right, and the Purchase Price Closing Cash Contribution shall be reduced by 50% of the Allocated Value reasonably allocated value of the relevant Subject Asset allocable (and such Subject Asset shall no longer be considered subject to such interestthis Agreement for purposes of the other adjustments in Section 3,2). Seller The Midstream Companies shall be entitled to all proceeds paid by a party Person exercising a preferential purchase right prior to the Closing and, for the avoidance of doubt, shall be entitled to distribute all such proceeds to EOC immediately prior to Closing. If such the Closing occurs and (i) any holder of such a preferential purchase right thereafter fails has notified EXCO that it intends to consummate the purchase of the Subject Asset to which its preferential purchase right applies, but the consummation thereof has not occurred or (ii) the time for exercising a preferential purchase right has not then expired, then the Closing Cash Contribution shall not be reduced at Closing and, if the holder of the applicable preferential purchase right thereafter consummates the purchase of the Subject Asset covered by such right on or before thirty (30) Days following right, then the Closing Date, then Seller Cash Contribution shall so notify Buyer, be reduced in the final settlement pursuant to Section 3.5 or Section 3.6 by an amount equal to 50% of the reasonably allocated value of the relevant Subject Asset (and Buyer such Subject Asset shall purchase on or before ten (10) Days following receipt of such notice, no longer be considered subject to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller, under the terms of this Agreement for a price equal to the portion purposes of the Purchase Price previously allocated other adjustments in Section 3,2), and the proceeds paid by the Person exercising the preferential purchase right shall be distributed to itEOC. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (di) All Assets for which preferential purchase rights have been waived, or as to which the period to exercise such right has expired prior to the Closing, shall be sold to Buyer at the Closing pursuant to the provisions of this Agreement. (e) If Seller EXCO fails to obtain a required consent prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause (A) the assignment rights of such the applicable Midstream Company with respect to the Subject Asset to Buyer affected thereby to be void ab initio or (B) the termination of a LeaseRight-of-Way under the express terms thereof or (ii) a consent requested by EXCO is denied in writing and in either case, (iii) the consent is not a consent of a Governmental Authority or a material consent required from any other Person as a condition to Closing under Section 7.6, or BG has waived in writing the requirement with respect to such consent under Section 7.6, then if permitted within the terms of such consent requirement, the applicable Midstream Company will transfer that portion of the Assets subject such Subject Asset to such failed consent shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent another Affiliate of the interest affected by the consentEXCO, and the Purchase Price Closing Cash Contribution shall be reduced by the Allocated Value 50% of the relevant reasonably allocated value of that portion of such Subject Asset, and, if such Subject Asset allocable is necessary for the operation of the Systems, the Parties shall negotiate in good faith a commercially reasonable basis on which the applicable Midstream Company may continue to use such interestSubject Asset. In the event that a required consent (with respect to an a Subject Asset excluded pursuant to this Section 11.4(e11.4(c)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statement, then, following Closing then within ten (10) 10 days after such Consent consent is obtained (x) Buyer obtained, EXCO shall purchase cause such Subject Interest to be conveyed to the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay applicable Midstream Company, BG shall contribute to Seller the Company the amount by which the Purchase Price Closing Cash Contribution was reduced at with respect to such Subject Asset or portion thereof and EXCO and BG shall cause the Company to make a special distribution to EXCO in an amount equal to BG’s contribution. (d) If (i) EXCO fails to obtain a required consent prior to the Closing and the failure to obtain such consent would not cause (A) the rights of the applicable Midstream Company with respect to the Subject Asset affected thereby to be void or (or portion B) the termination of a Right-of-Way under the express terms thereof) so excluded , and (yii) Seller the consent is not denied in writing and (iii) the consent is not a consent of a Governmental Authority or a material consent required from any other Person as a condition to Closing under Section 7.6, or BG has waived in writing the requirement with respect to such consent under Section 7.6, then the portion of the Subject Asset subject to such failed consent shall assign remain in the applicable Midstream Company as part of the Subject Assets and BG and the Contributed Companies shall have no claim against, and EXCO shall have no Liability for, the failure to Buyer obtain such consent; provided that if the affected Subject Asset (or portion thereof) so excluded at subject to such requirement is a Right-of-Way, then BG may elect prior to Closing pursuant to an instrument in substantially treat the same form unsatisfied consent requirement affecting such Right-of-Way as the Assignmenta breach of Section 4.29.

Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right pertaining to an Asset and Evaluated Interest that is triggered by the transactions contemplated herebyin this Agreement, Sellerthe Selling Shareholders shall cause Fremont, prior to the Closing, shall to send to the holder of each such right a noticenotice offering to sell to such holder, in material compliance accordance with the contractual provisions applicable to such right, the Evaluated Interest covered by such right on substantially the same terms as are set forth herein and for the Allocated Value of such Evaluated Interest set forth on Exhibit A, subject to adjustments and all other terms and provisions of this Agreement. In addition, prior to the Closing, Seller the Selling Shareholders shall cause Fremont to send to each holder of a right to consent to assignment pertaining to the Assets and an Evaluated Interest which is triggered by the transactions contemplated hereby in this Agreement a notice seeking such party’s 's consent to such transactions. Simultaneously therewith, the transaction contemplated herebySelling Shareholders shall cause Fremont to deliver a copy of such notices to Amerac. (b) If, prior to the Closing, any holder of such a preferential purchase right notifies Seller Fremont or the Selling Shareholders that it intends to consummate the purchase of the Asset Evaluated Interest to which its preferential purchase right applies, the exercise of such preferential purchase right shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the preferential purchase right, and the Initial Purchase Price Consideration shall be reduced by the Allocated Value of the relevant Asset allocable to such interestEvaluated Interest. Seller The Selling Shareholders shall be entitled to all proceeds paid by a party exercising such a preferential purchase right prior to the Closing. If such the holder of such a preferential purchase right thereafter fails to consummate the purchase of the Asset covered Evaluated Interest affected by such right on or before thirty (30) Days following prior to the Closing Date, then Seller the Selling Shareholders shall so notify Buyer, and Buyer shall purchase on or before ten (10) Days following receipt of such noticeAmerac and, subject to Buyer’s Amerac's satisfaction that such preferential right has been waived, the Defect resulting from the proposed exercise of such Asset from Seller, under the terms of this Agreement for a price equal preferential right shall be deemed to the portion of the Purchase Price previously allocated to it. (c) have been cured. If a preferential purchase right burdening any Asset an Evaluated Interest is not exercised, or the time for exercising such preferential purchase right has not expired, prior to exercised after the Closing Date, then Buyer such exercise shall purchase such Asset subject to the preferential purchase rightnot constitute a Defect, and if such preferential purchase right is subsequently exercised, Buyer Amerac shall deliver the affected Asset be entitled to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the all proceeds paid for such Asset the affected Evaluated Interest by the party exercising the preferential purchase right. (dc) All Assets There shall be no reduction in the Initial Purchase Consideration with respect to Evaluated Interests for which preferential purchase rights have been waived, or as to which the period to exercise such right has expired prior to the Closing, shall be sold to Buyer at the Closing pursuant to the provisions of this Agreement. (ed) If Seller fails With respect to obtain a consent prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause the assignment of such Asset to Buyer to be void ab initio or the termination of a Lease, then the any portion of the Assets subject an Evaluated Interest as to such failed which a required consent shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the consent, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. In the event that a consent (with respect to an Asset excluded pursuant to this Section 11.4(e)) that was has not obtained prior to Closing is been obtained prior to the date of delivery of Closing, such failure shall constitute a Defect affecting the Final Settlement Statementrelevant Evaluated Interest, then, within ten (10) days after such Consent is obtained (x) Buyer and the Selling Shareholders and Amerac shall purchase have the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent rights and pay to Seller the amount by which the Purchase Price was reduced at Closing remedies provided herein with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the Assignmentthereto.

Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right pertaining to an Asset and the transactions contemplated hereby, Seller, Preferential Purchase Right discovered prior to the Closing, Sellers, within five (5) Business Days after the discovery thereof, shall send to the holder of each such right Preferential Purchase Right a notice, notice in material compliance with the contractual provisions applicable to such rightPreferential Purchase Right and requesting waivers of such rights. In addition, Sellers shall thereafter use commercially reasonable efforts to cause such waivers of Preferential Purchase Rights (or the exercise thereof) to be obtained and delivered prior to the Closing, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby a notice seeking such party’s consent to the transaction contemplated hereby. (bi) If, prior to the Closing, any holder of a preferential purchase right Preferential Purchase Right notifies Seller Sellers that it intends to consummate the purchase of the Asset to which its preferential purchase right appliesPreferential Purchase Right applies or if the time for exercising such Preferential Purchase Right has not expired and Sellers have not received notice of an intent not to exercise or waiver of the Preferential Purchase Right, then the exercise of Asset(s) subject to such preferential purchase right shall constitute a Title Defect, that Asset Preferential Purchase Right shall be excluded from the Assets to be conveyed assigned to Buyer at Closing (but only to the extent of the interest portion of such Asset(s) affected by the preferential purchase rightPreferential Purchase Right), and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. Seller shall be entitled to all proceeds paid by a party exercising a preferential purchase right prior to the ClosingAsset(s) (or portion thereof) so excluded. If such holder of such preferential purchase right Preferential Purchase Right thereafter fails to consummate the purchase of the Asset (or portion thereof) covered by such right on Preferential Purchase Right within the time frame specified in the Preferential Purchase Right, or before thirty the time for exercising such Preferential Purchase Right expires without exercise by the holder thereof (30A) Days following the Closing Date, then Seller Sellers shall so notify Buyer, Buyer and (B) Buyer shall purchase from Sellers, on or before ten (10) Days days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller(or portion thereof) that was so excluded, under the terms of this Agreement and for a price equal to the portion of amount by which the Purchase Price previously allocated was reduced at Closing with respect to itsuch excluded Asset (or portion thereof), subject to any adjustments as a result of any Title Defect asserted by Buyer in accordance with Section 10.1. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (dii) All Assets for which preferential purchase rights have any applicable Preferential Purchase Right has been waived, or as to which the period to exercise such right the applicable Preferential Purchase Right has expired expired, in each case, prior to the Closing, shall be sold to Buyer at the Closing pursuant to the provisions of this Agreement. (eb) With respect to each Consent (other than customary Post-Closing Consents), including those set forth in Schedule 4.4, Sellers, within ten (10) Business Days after the Execution Date, shall send to the holder of each such Consent a notice in compliance with the contractual provisions applicable to such Consent seeking such holder’s consent to the transactions contemplated hereby, and Sellers shall thereafter use its commercially reasonable efforts to obtain all such Consents prior to Closing. (i) If Seller fails (A) Sellers fail to obtain a consent prior to the Closing Consent (except for Customary other than customary Post-Closing Consents) prior to Closing and the failure to obtain such consent Consent would cause (1) the assignment of such Asset the Assets affected thereby to Buyer to be void ab initio or voidable, (2) the termination or other material impairment of an Asset under the express terms thereof or (3) the payment of liquidated damages, or (B) a LeaseConsent requested by Sellers is denied in writing (each such Consent, then a “Required Consent”), then, in each case, (i) the Asset (or portion of the Assets subject to thereof) affected by such failed consent shall constitute a Title Defect, that Asset un-obtained Consent shall be excluded from the Assets to be conveyed assigned to Buyer to the extent of the interest affected by the consentat Closing, and (ii) the Purchase Price shall be reduced by the Allocated Value of such Asset (or portion thereof) so excluded, (iii) Sellers shall hold such Asset or nominee for Buyer, effective as of the relevant Asset allocable Effective Time and (iv) Sellers shall use reasonable commercial efforts to obtain such interestConsent or promptly as possible following Closing, but such reasonable commercial efforts shall not require Sellers or any of their respective Affiliates to make any out of pocket payments to counterparties. In the event that a consent Consent (with respect to an Asset excluded pursuant to this Section 11.4(e10.5(b)(i)) that was not obtained prior to Closing is obtained prior to the date of delivery as of the Final Settlement StatementDate, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller Sellers the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded excluded, subject to any adjustments as a result of any Title Defect asserted by Buyer in accordance with Section 10.1 and (y) Seller Sellers shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the Assignment. If such Consent has not been obtained as of the Final Settlement Date, then, unless Buyer waives the Consent requirement, the affected Asset shall be deemed an Excluded Asset and Sellers shall retain such Asset. (ii) If Sellers fail to obtain a Consent set forth in Schedule 4.4 prior to Closing that is not a Required Consent, then the Asset (or portion thereof) subject to such un-obtained Consent shall nevertheless be assigned by Sellers to Buyer at Closing as part of the Assets. (c) With respect to any Asset that requires notification of assignment, Sellers shall, no later than five (5) days after the Closing Date, send to the applicable counterparty a written notice in compliance with the contractual provisions thereof.

Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right, right of first refusal or similar right (each, a “Preferential Purchase Right”) pertaining to an Asset and the transactions contemplated herebyhereby set forth in Schedule 11.4, Seller, prior to the Closing, shall send to the holder of each such right Preferential Purchase Right a notice, in material compliance with the contractual provisions applicable to such right. In addition, prior to the Closing, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby set forth in Schedule 4.4 a notice seeking such partyholder’s consent to the transaction transactions contemplated hereby. (b) If, prior to the Closing, any holder of a preferential purchase right Preferential Purchase Right notifies Seller that it intends to consummate the purchase of the Asset to which its preferential purchase right appliesPreferential Purchase Right applies or if the time for exercising such Preferential Purchase Right has not expired, the exercise of such preferential purchase right shall constitute a Title Defect, then that Asset shall be excluded from the Assets to be conveyed to acquired by Buyer to the extent of the interest affected by the preferential purchase rightPreferential Purchase Right, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interestAsset. Seller shall be entitled to all proceeds paid by a party Person exercising a preferential purchase right Preferential Purchase Right prior to the Closing. If such holder of such preferential purchase right Preferential Purchase Right thereafter fails to consummate the purchase of the Asset covered by such right Preferential Purchase Right on or before thirty (30) Days 60 days following the Closing DateDate or the time for exercising such Preferential Purchase Right expires without exercise by the holders thereof, then Seller shall so notify Buyer, and Buyer shall purchase purchase, on or before ten (10) Days 10 days following receipt of such notice, notice and subject to Buyer’s satisfaction that such preferential Preferential Purchase Right has been waived or the time for exercising such right has been waivedexpired, such Asset from Seller, under the terms of this Agreement for a price equal to the portion of the Purchase Price previously allocated to it. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (d) All Assets for which preferential purchase rights have any Preferential Purchase Right has been waived, waived or as to which the period to exercise such right has expired prior to the Closing, Closing shall (in each case) be sold (directly or indirectly) to Buyer at the Closing pursuant to the provisions of this Agreement. (ed) If (i) Seller fails to obtain a required consent set forth in Schedule 4.4 prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause (A) the assignment (directly or indirectly, as applicable) of such Asset the Assets affected thereby to Buyer to be void ab initio or (B) the termination of a LeaseLease or Right-of-Way under the express terms thereof or (ii) a consent requested by Seller is denied in writing, then the then, in each case, that portion of the Assets subject to such failed consent shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to acquired by Buyer to the extent of the interest affected by the consent, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to that portion of such interestAssets. In the event that a required consent (with respect to an Asset excluded pursuant to this Section 11.4(e11.4(d)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statementwithin 60 days following Closing, then, within ten (10) 10 days after such Consent consent is obtained (x) obtained, Buyer shall purchase the such portion of such Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or such portion thereof) so excluded of such Asset, and (y) Seller shall assign to Buyer the such portion of such Asset (or portion thereof) so excluded at Closing pursuant to an instrument assignment in form substantially similar to the same form Assignment and Xxxx of Sale. (e) If (i) Seller fails to obtain a required consent necessary for the transfer of an Asset, whether set forth in Schedule 4.4 or otherwise, prior to the Closing and the failure to obtain such consent would not cause (A) the assignment of the Asset affected thereby to Buyer to be void or (B) the termination of a Lease or Right-of-Way under the express terms thereof and (ii) a consent requested by Seller is not denied in writing, then the portion of the Asset subject to such failed consent shall be acquired by Buyer at Closing as part of the AssignmentAssets and Buyer shall have no claim against, and Seller shall have no Liability for, the failure to obtain such consent. (f) Prior to Closing, Seller and Buyer shall use their commercially reasonable efforts to obtain all Consents listed on Schedule 4.4; provided, however, that neither Party shall be required to incur any Liability or pay any money in order to obtain any such Consent. Subject to the foregoing, Buyer hereby agrees to provide Seller with any information or documentation that may be reasonably requested by Seller and/or the Third Party holders of such Consents in order to facilitate the process of obtaining such Consents.

Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right, right of first refusal or similar right (each, a “Preferential Purchase Right”) pertaining to an Asset and the transactions contemplated herebyhereby set forth in Schedule 4.10 or, if not set forth on such Schedule, of which Buyer gives Seller notice prior to the Closing, Seller, prior to the Closing, shall send to the holder of each such right Preferential Purchase Right a notice, in material compliance with the contractual provisions applicable to such right. In addition, prior to the Closing, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby set forth in Schedule 4.4 or, if not set forth on such Schedule, of which Buyer gives Seller notice prior to the Closing, a notice seeking such partyholder’s consent to the transaction transactions contemplated hereby. (b) If, prior to the Closing, any holder of a preferential purchase right Preferential Purchase Right notifies Seller that it intends to consummate the purchase of the Asset to which its preferential purchase right appliesPreferential Purchase Right applies or if the time for exercising such Preferential Purchase Right has not expired, the exercise of such preferential purchase right shall constitute a Title Defect, then that Asset shall be excluded from the Assets to be conveyed to acquired by Buyer to the extent of the interest affected by the preferential purchase rightPreferential Purchase Right, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interestAsset. Seller shall be entitled to all proceeds paid by a party Person exercising a preferential purchase right Preferential Purchase Right prior to the Closing. If such holder of such preferential purchase right Preferential Purchase Right thereafter fails to consummate the purchase of the Asset covered by such right Preferential Purchase Right on or before thirty (30) Days 60 days following the Closing DateDate or the time for exercising such Preferential Purchase Right expires without exercise by the holders thereof, then Seller shall so notify Buyer, and Buyer shall purchase purchase, on or before ten (10) Days 10 days following receipt of such notice, notice and subject to Buyer’s satisfaction that such preferential Preferential Purchase Right has been waived or the time for exercising such right has been waivedexpired, such Asset from Seller, under the terms of this Agreement for a price equal to the portion of the Purchase Price previously allocated to it. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (d) All Assets for which preferential purchase rights have any Preferential Purchase Right has been waived, waived or as to which the period to exercise such right has expired prior to the Closing, Closing shall (in each case) be sold (directly or indirectly) to Buyer at the Closing pursuant to the provisions of this Agreement. (ed) If (i) Seller fails to obtain a consent (or a waiver as to any prohibition on assignment) to the assignment of any Asset set forth in Schedule 4.4 prior to the Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent (or waiver) would cause (A) the assignment of such Asset the Assets affected thereby to Buyer to be void ab initio or voidable or (B) the termination of a LeaseLease or Right-of-Way under the express terms thereof or (ii) a consent or waiver requested by Seller is denied in writing (each, then the a “Required Consent”), then, in each case, that portion of the Assets subject to such failed consent shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to acquired by Buyer to the extent of the interest affected by the consent, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to that portion of such interestAssets. In the event that a consent Required Consent (with respect to an Asset excluded pursuant to this Section 11.4(e11.4(d)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statementwithin 60 days following Closing, then, within ten (10) 10 days after such Consent consent is obtained (x) obtained, Buyer shall purchase the such portion of such Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the such portion of such Asset (or portion thereof) so excluded subject to any adjustments pursuant to Section 3.3), and (y) Seller shall assign to Buyer the such portion of such Asset (or portion thereof) so excluded at Closing pursuant to an instrument assignment in form substantially similar to the same form as the RTP Assignment. (e) If Seller fails to obtain a consent set forth in Schedule 4.4 prior to the Closing and (i) the failure to obtain such consent would not cause (A) the assignment of the Assets affected thereby to Buyer to be void or voidable or (B) the termination of a Lease or Right-of-Way under the express terms thereof and (ii) such consent requested by Seller is not denied in writing, then the portion of the Asset subject to such failed consent shall be acquired by Buyer at Closing as part of the Assets and Buyer shall have no claim against, and Seller shall have no Liability for, the failure to obtain such consent.

Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right pertaining to an Asset and the transactions contemplated herebyhereby as specified in Schedule 4.10, Seller, prior to the Closingpromptly upon execution of this Agreement, shall send to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right. In addition, prior to the Closingpromptly upon its execution of this Agreement, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby as set forth in Schedule 4.4, a notice seeking such party’s consent to the transaction contemplated hereby. If requested by a holder of a right to consent to assignment pertaining to any of the Assets for evidence as to the financial ability of Buyer to succeed Seller as the owner of such Assets, Buyer shall provide to Seller such financial information as is reasonably necessary in order to satisfy such concern. If Buyer is requested by a holder of a right to consent to assignment pertaining to any of the Assets to provide such party with bonds, guarantees or other financial security, Buyer, in its sole discretion, may elect to comply or not comply with any such request. (b) If, prior to the Closing, any holder of a preferential purchase right notifies Seller that it intends to consummate the purchase of the Asset to which its preferential purchase right applies, the exercise of such preferential purchase right shall constitute a Title Defect, that result in the Asset shall be being excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the preferential purchase right, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. Seller shall be entitled to all proceeds paid by a party exercising a preferential purchase right prior to the Closing. If such holder of such preferential purchase right thereafter fails to consummate the purchase of the Asset covered by such right on or before thirty (30) Days days following the Closing Date, then Seller shall so notify Buyer, and Buyer shall purchase on or before ten (10) Days days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller, under the terms of this Agreement for a price equal to the portion of the Purchase Price previously allocated to it. (c) If a preferential purchase right burdening any Asset is not exercisedwaived, or the time for exercising such preferential purchase right has not expired, expired prior to the Closing DateDate without such right being exercised, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase rightAsset. (d) All Assets for which preferential purchase rights have been waived, or as to which the period to exercise such right has expired prior to the Closing, shall be sold to Buyer at the Closing pursuant to the provisions of this Agreement. (e) If Seller fails to obtain a consent to assignment pertaining to the Assets and the transactions contemplated hereby, as set forth in Schedule 4.4, prior to the Closing, if Closing (except for Customary Post-Closing Consents) and the failure to obtain such consent would cause the assignment of such Asset to Buyer to be void ab initio or the termination of a Lease, then the portion of the Assets subject to such failed consent shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the consent, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. In the event that a consent (with respect to an Asset excluded pursuant to this Section 11.4(e)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statement, then, within ten (10) days after such Consent is obtained (x) occurs Buyer shall purchase the affected Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to and following Closing the Asset (or portion thereof) so excluded and (y) Seller shall assign use commercially reasonable efforts to assist Buyer in obtaining any such consent; provided, however, Seller shall not be required to pay any fee or post any security in connection with obtaining such consent. Further, if Buyer is requested by a holder of a right to consent to assignment pertaining to any of the Asset (Assets to provide such party with bonds, guarantees or portion thereof) so excluded at Closing pursuant other financial security, Buyer, in its sole discretion, may elect to an instrument in substantially the same form as the Assignmentcomply or not comply with any such request.

Preferential Purchase Rights and Consents to Assign. (a) With respect to Within two (2) Business Days of the date hereof, Seller shall send each holder of a preferential purchase right, right of first refusal or similar right (each, a “Preferential Purchase Right”) pertaining to an Asset and the transactions contemplated herebyhereby and set forth in Schedule 7.10, Seller, prior a notice with respect to the Closing, shall send to the holder of each such right a noticetransactions contemplated hereby, in material compliance with the contractual provisions applicable to such rightPreferential Purchase Right. In addition, prior to within ten (10) Business Days of the Closingdate hereof, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby set forth in Schedule 7.4 a notice seeking such partyPerson’s consent to the transaction transactions contemplated hereby. Prior to sending the notices described in (i) the first sentence of this Section 5.4(a), Seller shall provide Buyer with a copy of each such notice and (ii) the second sentence of this Section 5.4(a), Seller shall provide Buyer with a copy of the form of each such notice. (b) (i) If, prior as of the date that the Preliminary Settlement Statement is delivered pursuant to the Closing, Section 3.4 any holder of a preferential purchase right notifies Preferential Purchase Right has notified Seller that it intends to consummate the purchase of the Asset Asset(s) to which its preferential purchase right Preferential Purchase Right applies, then (A) the exercise of such preferential purchase right shall constitute a Title Defectaffected Asset(s) (and all associated Assets, that Asset including, with respect to the Preferential Purchase Right listed as Number 2 on Schedule 7.10, the offices in Beckley and Pineville, West Virginia described on Exhibit A-4, the operations yard in Pineville, West Virginia, and all personal property (including any property specifically described on Exhibit A-3, except for all personal property and vehicles used or maintained by any Continued Employee) located therein), shall be excluded from the Assets to be conveyed to acquired by Buyer at Closing, to the extent of the interest affected by the preferential purchase rightPreferential Purchase Right (any such Asset, a “Pre-Closing Pref-Right Asset”), and (B) the Purchase Price shall be reduced at Closing by the Allocated Value of the relevant Asset allocable to such interest. Seller shall be entitled to all proceeds paid by a party exercising a preferential purchase right prior to the Closing. If such holder (if any) of such preferential purchase right thereafter fails to consummate the purchase of the Asset covered by such right on or before thirty (30) Days following the Closing Date, then Seller shall so notify Buyer, and Buyer shall purchase on or before ten (10) Days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Asset from Seller, under the terms of this Agreement for a price equal to the portion of the Purchase Price previously allocated to it. (c) If a preferential purchase right burdening any Asset is not exercised, or the time for exercising such preferential purchase right has not expired, prior to the Closing Date, then Buyer shall purchase such Asset subject to the preferential purchase right, and if such preferential purchase right is subsequently exercised, Buyer shall deliver the affected Asset to the holder of such preferential purchase right pursuant to an assignment in substantially the same form as the Assignment and shall keep the proceeds paid for such Asset by the party exercising the preferential purchase right. (d) All Assets for which preferential purchase rights have been waived, or as to which the period to exercise such right has expired prior to the Closing, shall be sold to Buyer at the Closing pursuant to the provisions of this Agreement. (e) If Seller fails to obtain a consent prior to the Closing (except for Customary PostPre-Closing Consents) and the failure to obtain such consent would cause the assignment of such Asset to Buyer to be void ab initio or the termination of a Lease, then the portion of the Assets subject to such failed consent shall constitute a Title Defect, that Asset shall be excluded from the Assets to be conveyed to Buyer to the extent of the interest affected by the consent, and the Purchase Price shall be reduced by the Allocated Value of the relevant Asset allocable to such interest. In the event that a consent (with respect to an Asset excluded pursuant to this Section 11.4(ePref-Right Asset(s)) that was not obtained prior to Closing is obtained prior to the date of delivery of the Final Settlement Statement, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the Assignment.