Common use of Preferential Purchase Rights; Required Consents Clause in Contracts

Preferential Purchase Rights; Required Consents. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller shall provide any required notifications of a preferential purchase right, right of first refusal or other agreement which gives a Third Party a right to purchase a Real Property Interest or Well (or any part thereof) (“PPR”), requesting waivers thereof, in connection with the transactions contemplated hereby and otherwise in material compliance with the contractual provisions applicable to such PPR. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller will send letters seeking (a) the SUSA consents, agreements and waivers described in Sections 6.4 and 7.5 and (b) all applicable Required Consents, excluding Customary Post-Closing Consents. The Seller will thereafter use commercially reasonable efforts (at no cost to the Seller) to ensure PURCHASE AND SALE AGREEMENT 24 that all such waivers and consents are promptly granted, and after Closing, the Buyer will reasonably assist the Seller in obtaining any remaining waivers and consents. 2.2.1 If, as of the Closing Date, (i) a holder of a PPR has notified the Seller that it elects to exercise its PPR with respect to the Properties (or portions thereof) to which its PPR applies (determined by and in accordance with the agreement under which the PPR arises), or (ii) no waiver, consent or exercise notice has been received by the Seller from the holder of a PPR but the time for exercising such PPR has not expired, then in each such case the Properties (or portions thereof) covered by the applicable PPR will not be sold to the Buyer (subject to the remaining provisions in this Section 2.2), and the Purchase Price will be reduced by the Allocated Value of the Properties (or portions thereof) subject to such PPR. If, as of the Closing Date, a holder of a Required Consent has not yet delivered such Required Consent, then the Properties (or portions thereof) covered by that Required Consent (i) will not be conveyed to the Buyer at Closing but shall still be considered part of the Properties in accordance with the provisions of Section 2.2.2, (ii) adjustments to the Purchase Price will still be made pursuant to Sections 2.5 and 2.6 with respect to such Property, and (iii) the Purchase Price will not be reduced as a result of such non-conveyance. 2.2.2 If Properties (or portions thereof) have been excluded from the Properties sold to the Buyer at the Closing (i) due to a pre-Closing exercise of a PPR, and if for any reason the purchase and sale of such Properties is not or cannot be consummated with the holder of such PPR that exercised such PPR and the Seller is thereby permitted to transfer such Properties (or portions thereof) to the Buyer pursuant to the terms of such PPR, or (ii) due to the Seller having not received a waiver, consent or exercise notice from the holder of a PPR and the time for exercising such PPR had not expired as of the Closing Date, and if the Seller subsequently receives such a waiver or consent, or if the Seller does not receive an exercise notice from the holder of the PPR with in the period for exercising such PPR, then in each such case the Seller shall so notify the Buyer and, within ten (10) Business Days after the Buyer’s receipt of such notice, the Seller shall sell, assign, and convey to the Buyer and the Buyer shall purchase and accept from the Seller such Properties pursuant to the terms of this Agreement and for the Allocated Value of such Properties, subject to adjustments in accordance with Sections 2.5 and 2.6. If Properties (or portions thereof) have been excluded from the Properties conveyed to the Buyer at the Closing due to the Seller having not received a Required Consent as of the Closing Date in accordance with Section 2.2.1, and if the Required Consent has been received or deemed received pursuant to the terms of the underlying agreement on or before the one (1) year anniversary of the Closing Date, then in each such case the Seller shall so notify the Buyer and, within ten (10) Business Days after the Buyer’s PURCHASE AND SALE AGREEMENT 25 receipt of such notice, the Seller shall assign and convey to the Buyer and the Buyer shall accept from the Seller such Properties pursuant to the terms of this Agreement. As between the Buyer and the Seller, with respect to any Property for which a Required Consent has not been obtained by the Closing, (a) the Seller shall hold such Property as nominee for the Buyer, effective as of the Effective Time, (b) the Buyer shall pay any costs and expenses associated with that Property, and (c) the Seller shall pay the Buyer any revenues received by the Seller that are associated with such Property for time periods from and after the Effective Time. If any Required Consent has not been received or deemed received on or before the one (1) year anniversary of the Closing Date, then the Seller shall no longer hold such Property as nominee for the Buyer, and each Party shall repay to the other Party any amounts previously paid hereunder in respect of the Property, and such Property will be deemed not to have been conveyed to the Buyer hereunder and shall be an Excluded Asset. From the Closing until the date of conveyance (or until the one year anniversary, if not to be conveyed pursuant to this Section 2.2.2 due to expiration of such period), with respect to those Properties not conveyed at Closing solely pursuant to Section 2.2.1 and which Seller continues thereafter to operate, Seller will continue to conduct its operations with respect to such Properties consistent with the provisions of Section 5.2, subject to the caveats and liability limitations contained therein. 2.2.3 Properties excluded pursuant to this Section 2.2 will not be deemed to be affected by Title Defects or be subject to Section 2.1.

Preferential Purchase Rights; Required Consents. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller CELLC shall provide any required notifications of under a preferential purchase right, right of first refusal or other agreement which gives a Third Party a right to purchase a Real Property Interest or Well (or any part thereof) (“PPR”), requesting waivers thereof, in connection with the transactions contemplated hereby and otherwise in material compliance with the contractual provisions applicable to such PPRhereby. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller will CELLC shall send letters seeking (a) the SUSA consents, agreements and waivers described in Sections 6.4 and 7.5 and (b) all applicable Required ConsentsConsents and all other Third Party consents that are required to be obtained prior to the assignment of a Real Property Interest or Well, but excluding Customary Post-Closing Consents. The Seller will Sellers shall thereafter use their commercially reasonable efforts (at no cost to the SellerSellers) to ensure PURCHASE AND SALE AGREEMENT 24 that all such waivers and consents are promptly granted, and after Closing, the Buyer will reasonably assist shall provide any reasonable assistance requested by the Seller in obtaining any Sellers to ensure that such remaining waivers and consentsconsents are promptly granted. 2.2.1 If, as of the Closing Date, (i) a holder of a PPR has notified the a Seller that it elects to exercise its PPR with respect to the Properties (or portions thereof) Property to which its PPR applies (determined by and in accordance with the agreement under which the PPR arises), or (ii) no waiver, consent or exercise notice has been received by then the Seller from the holder of a PPR but the time for exercising such PPR has not expired, then in each such case the Properties (or portions thereof) Property covered by the applicable that PPR will not be sold to the Buyer (subject to the remaining provisions in this Section 2.2), and the Purchase Price will be reduced by the Allocated Value of the Properties (or portions thereof) Property subject to such PPR. If, as of the Closing Date, the PPR has not been exercised or waived and the time for exercising such PPR has not expired, the Property covered by that PPR will be sold to the Buyer at the Closing subject to any rights of the holder of the PPR, and no adjustment to the Purchase Price will be made with respect thereto. In the event the holder of any such PPR thereafter exercises such PPR, the Buyer will comply with all of the terms thereof and convey the applicable Property to the holder of the PPR, or to the respective Seller for conveyance to the holder of the PPR, as may be required by the terms of the PPR, the Purchase PURCHASE AND SALE AGREEMENT 17 Price will be reduced by the Allocated Value of such Property, and such Seller will be entitled to the proceeds paid by such holder with respect thereto. If, as of the Closing Date, a holder of a Required Consent has not yet delivered such Required ConsentConsent and the time for granting such consent has not expired, then the Properties (or portions thereof) Property covered by that Required Consent (i) will not be conveyed to the Buyer at Closing but shall still be considered part of the Properties in accordance with the provisions of Section 2.2.2, (ii) adjustments to the Purchase Price with respect to such Property will still be made pursuant to Sections 2.5 2.6 and 2.6 2.7 with respect to such Property, and (iii) the Purchase Price will not be reduced as a result of such non-conveyance. 2.2.2 If Properties (or portions thereof) have been excluded from the Properties sold to the Buyer at the Closing (i) due to a pre-Closing exercise of a PPR, and if for any reason the purchase and sale of such the Properties covered by the PPR is not or cannot be consummated with the holder of such the PPR that exercised such PPR and the Seller is thereby permitted to transfer such Properties (or portions thereof) to the Buyer pursuant to the terms of such PPR, or (ii) due to the Seller having not received a waiver, consent or exercise notice from the holder of a PPR and the time for exercising such PPR had not expired as of the Closing Date, and if the Seller subsequently receives such a waiver or consent, or if the Seller does not receive an exercise notice from the holder of the PPR with in the period for exercising such its PPR, then in each such case the respective Seller shall so notify the Buyer and, within ten (10) Business Days after the Buyer’s receipt of such notice, the such Seller shall sell, assign, and convey to the Buyer Buyer, and the Buyer shall purchase and accept from the Seller such Seller, such Properties pursuant to the terms of this Agreement and for the Allocated Value of such Properties, subject to adjustments in accordance with Sections 2.5 2.6 and 2.62.7. If Properties (or portions thereof) have been excluded from the Properties conveyed sold to the Buyer at the Closing due to the Seller having not received a failure to obtain a Required Consent as of the Closing Date in accordance with Section 2.2.1, and if the a Required Consent has been received or deemed received pursuant to the terms of the underlying agreement on or before the date one (1) year anniversary of after the Closing Date, then in each such case the respective Seller shall so notify the Buyer and, within ten (10) Business Days after the Buyer’s PURCHASE AND SALE AGREEMENT 25 receipt of such notice, the such Seller shall assign and convey to the Buyer Buyer, and the Buyer shall accept from the Seller such Seller, such Properties pursuant to the terms of this Agreement. As between the Buyer and the a Seller, with respect to any Property for which a Required Consent has not been obtained by the Closing, (a) the such Seller shall hold such Property as nominee for the Buyer, effective as of the Effective Time, (b) the Buyer shall pay any costs and expenses associated with that Property, and (c) the such Seller shall pay the Buyer any revenues received by the such Seller that are associated with such Property for time periods from and after the Effective Time. If any Required Consent has not been received or deemed received on or before the date one (1) year anniversary of after the Closing Date, then the respective Seller shall no longer hold such Property (a “Nonconsented Interest”) as nominee for the Buyer, and each Party the Buyer and such Seller shall repay to the other Party any amounts previously paid hereunder in respect of the PropertyNonconsented Interest (including the Allocated Value and all other amounts of any adjustments pursuant to Sections 2.6 and 2.7 with respect to such Nonconsented Interest), and such Property Nonconsented Interest will be deemed not to have been conveyed to by the Buyer hereunder and shall be an Excluded Asset. From the Closing until the date of conveyance (or until the one year anniversary, if not to be conveyed pursuant to this Section 2.2.2 due to expiration of such period), with respect to those Properties not conveyed at Closing solely pursuant to Section 2.2.1 and which Seller continues thereafter to operate, Seller will continue to conduct its operations with respect to such Properties consistent with the provisions of Section 5.2, subject to the caveats and liability limitations contained therein.PURCHASE AND SALE AGREEMENT 18 2.2.3 Properties excluded pursuant to this Section 2.2 will not be deemed to be affected by Title Defects or be subject to Section 2.1.

Preferential Purchase Rights; Required Consents. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, CELLC shall use the Seller shall Allocated Values to provide any required notifications of a preferential purchase right, right of first refusal or other agreement which gives a Third Party third party a right to purchase a Real Property Interest or Well (or any part thereof) (“PPR”), in compliance with the contractual provisions applicable to such PPR requesting waivers thereof, in connection with the transactions contemplated hereby and otherwise in material compliance with the contractual provisions applicable to such PPRhereby. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller will CELLC shall send letters seeking (a) the SUSA consents, agreements and waivers described in Sections 6.4 and 7.5 and (b) all applicable Required ConsentsConsents and other consents to assignment pertaining to the Properties and the transactions contemplated hereby, excluding any Customary Post-Closing Consents. The Seller will Sellers shall thereafter use their commercially reasonable efforts (at no cost to the SellerSellers other than the preparation of relevant notices and waivers) to ensure PURCHASE AND SALE AGREEMENT 24 that all such waivers and consents Required Consents are promptly granted, and after Closing, the Buyer will reasonably assist the Seller in obtaining any may provide reasonable assistance to Sellers to ensure that remaining waivers and consentsRequired Consents are promptly granted. 2.2.1 If, as of the Closing Date, (i) a holder of a PPR has notified the Seller Sellers that it elects to exercise its PPR with respect to the Properties (or portions thereof) to which its PPR applies (determined by and in accordance with the agreement under which the PPR arises), or (ii) no waiver, consent or exercise notice has been received by the Seller from the holder of a PPR but the time for exercising such PPR has not expired, then in each such case the Properties (or portions thereof) covered by the applicable PPR that PPR, will not be sold to the Buyer (subject to the remaining provisions in this Section 2.2), and the Purchase Price will be reduced by the Allocated Value of the interest in the Properties (or portions thereof) subject to such PPR. If, as of the Closing Date, the PPR has not been exercised or waived in writing and the time for exercising such PPR has not expired, the Property covered by that PPR will be sold to the Buyer subject to any rights of the holder of the PPR and no adjustment to the Purchase Price will be made with respect thereto and, in the event the holder of any such PPR thereafter exercises such PPR, the Buyer will comply with all of the terms thereof and convey the applicable Property to the holder of the PPR or, if required by the terms of the PPR, to the Sellers for conveyance to the holder, and Buyer will receive a payment from the Sellers, as a reduction in the Purchase Price, in an amount equal to the Allocated Value of such Property (and each Party shall repay to the other Party any other amounts previously paid hereunder in respect of such Property, including the amounts of any adjustments pursuant to Sections 2.1, 2.3, 2.5 and 2.6 with respect to such Property), and the Sellers will be entitled to the proceeds paid by such holder with respect thereto; provided that each Seller shall severally as to itself, and not jointly with any other Seller, indemnify to the extent of such Seller’s pro rata share (based on its interest in the applicable Properties relative to the other Sellers’ interest therein) the Buyer against any claims or other proceedings initiated by such PPR holder against the Buyer to the extent such claims or proceedings do not relate to the Buyer’s actions with respect to the applicable Properties after the Closing. If, as of the Closing Date, a holder of a Required Consent has not yet delivered such Required ConsentConsent and the time for granting such consent has not expired, then the Properties (or portions thereof) Property covered by that Required Consent (i) will not be conveyed to the Buyer at Closing but shall still be considered part of the Properties in accordance with the provisions of Section 2.2.2, (ii) adjustments to the Purchase Price with respect to such Property will still be made pursuant to Sections 2.3, 2.5 and 2.6 2.6, with respect to such Property, and (iii) the Purchase Price will not be reduced as a result of such non-conveyance. 2.2.2 If Properties (or portions thereof) have been excluded from the Properties sold to the Buyer at the Closing (i) due to a pre-Closing exercise of a PPR, and if for any reason the purchase and sale of such the Properties covered by the PPR is not or cannot be consummated with the holder of such the PPR that exercised such PPR and the Seller is thereby permitted to transfer such Properties (or portions thereof) to the Buyer pursuant to the terms of such PPR, or (ii) due to the Seller having not received a waiver, consent or exercise notice from the holder of a PPR and the time for exercising such PPR had not expired as of the Closing Date, and if the Seller subsequently receives such a waiver or consent, or if the Seller does not receive an exercise notice from the holder of the PPR with in the period for exercising such its PPR, then in each such case the Seller Sellers shall so notify the Buyer and, promptly and within ten (10) Business Days after the Buyer’s receipt of such notice, the Seller applicable Sellers shall sell, assign, assign and convey to the Buyer (pursuant to an Assignment) and the Buyer shall purchase and accept from the Seller such Sellers such Properties pursuant to the terms of this Agreement (including all the representations, warranties, covenants and indemnities set forth herein) and for the Allocated Value of such PropertiesProperties on Exhibit “A”, subject to adjustments in accordance with Sections 2.5 and 2.6. If Properties (or portions thereof) have been excluded from the Properties conveyed sold to the Buyer at the Closing due to the Seller having not received a failure to obtain a Required Consent as of the Closing Date in accordance with Section 2.2.1, and if the a Required Consent has been received in writing or deemed received pursuant to the terms of the underlying agreement on or before the date one (1) year after the Closing Date, the Sellers shall so notify the Buyer and within ten (10) Business Days after the Buyer’s receipt of such notice, the applicable Sellers shall assign and convey to the Buyer and the Buyer shall accept from such Sellers such Properties pursuant to the terms of this Agreement. As between the Buyer and the Sellers, with respect to any Property for which a Required Consent has not been obtained by the Closing, (i) the Sellers shall hold such Property as nominee for the Buyer, effective as of the Effective Time, (ii) the Buyer shall pay any costs and expenses associated with that Property, and (iii) the Sellers shall pay the Buyer any revenues received by the Sellers that are allocable to such Property from and after the Effective Time. If any Required Consent has not been received in writing or deemed received pursuant to the terms of the underlying agreement on or before the one (1) year anniversary of the Closing Date, then in each such case the Seller shall so notify the Buyer and, within ten (10) Business Days after the Buyer’s PURCHASE AND SALE AGREEMENT 25 receipt of such notice, the Seller shall assign and convey to the Buyer and the Buyer shall accept from the Seller such Properties pursuant to the terms of this Agreement. As between the Buyer and the Seller, with respect to any Property for which a Required Consent has not been obtained by the Closing, (a) the Seller shall hold such Property as nominee for the Buyer, effective as of the Effective Time, (b) the Buyer shall pay any costs and expenses associated with that Property, and (c) the Seller shall pay the Buyer any revenues received by the Seller that are associated with such Property for time periods from and after the Effective Time. If any Required Consent has not been received or deemed received on or before the one (1) year anniversary of the Closing Date, then the Seller Sellers shall no longer hold such Property (a “Nonconsented Interest”) as nominee for the Buyer, and each Party shall repay to the other Party any amounts previously paid hereunder in respect of the PropertyNonconsented Interest (including, other than the Allocated Value, all other amounts of any adjustments pursuant to Sections 2.3, 2.5 and 2.6 with respect to such Nonconsented Interest), and such Property Nonconsented Interest will be deemed not to have been conveyed to the Buyer hereunder and shall be an Excluded Asset. From the Closing until the date of conveyance (or until the one year anniversary, if not to be conveyed pursuant to this Section 2.2.2 due to expiration of such period), with respect to those Properties not conveyed at Closing solely pursuant to Section 2.2.1 and which Seller continues thereafter to operate, Seller will continue to conduct its operations with respect to such Properties consistent with the provisions of Section 5.2, subject to the caveats and liability limitations contained therein. 2.2.3 Properties excluded pursuant to this Section 2.2 will not be deemed to be affected by Title Defects or be subject to Section 2.1.

Preferential Purchase Rights; Required Consents. Within ten (10a) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller shall provide any required notifications of a With respect to each preferential purchase right, right of first refusal or other agreement which gives similar right (each, a Third Party a right “Preferential Purchase Right”) that is set forth on Schedule 4.10 and each Required Consent that is set forth on Schedule 4.4, Seller shall (i) deliver all required notices to purchase a Real Property Interest or Well the holders of each such Preferential Purchase Right and/or Required Consent, as applicable, with respect thereto as soon as reasonably possible, but not later than three (or any part thereof3) (“PPR”)Business Days after this Agreement is executed and delivered by the Parties, requesting waivers thereof, and all such notices shall be delivered in connection with the transactions contemplated hereby and otherwise in material strict compliance with the contractual provisions applicable to such PPR. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller will send letters seeking (a) the SUSA consents, underlying agreements and waivers described (ii) provide Buyer with a true and correct copy of each such required notice promptly after Seller’s delivery thereof in Sections 6.4 and 7.5 and (b) all applicable Required Consents, excluding Customary Post-Closing Consentsaccordance with this Section 11.5(a). The Seller will thereafter shall use commercially reasonable efforts to obtain such Required Consents (at no cost or waivers thereof) and waivers of such Preferential Purchase Rights. Seller covenants and agrees that it shall promptly provide written notice to Buyer upon becoming aware of any actual or threatened dispute or disagreement affecting or related to any Preferential Purchase Right or Required Consent. (b) If (i) the time period for the exercise of any Preferential Purchase Right or Required Consent expires without exercise prior to the Seller) to ensure PURCHASE AND SALE AGREEMENT 24 that all such waivers and consents are promptly grantedClosing, and after there is no actual or threatened dispute or disagreement related thereto that Buyer has not waived in writing in its entirety, (ii) a Preferential Purchase Right is waived by the holder thereof in accordance with its terms prior to the Closing and there is no dispute with respect to such Preferential Purchase Right that Buyer has not waived in writing or (iii) a Required Consent is obtained from the applicable Third Party prior to the Closing, then Seller shall convey the Assets affected thereby to Buyer will reasonably assist at the Seller in obtaining any remaining waivers and consentsClosing. 2.2.1 If(c) In the event that any Preferential Purchase Right is timely and validly exercised prior to the Closing (or, subject to the following sentence, after the Closing), the applicable Assets shall cease to be a part of this transaction and shall, for purposes of clarity, thereafter constitute Excluded Assets for all purposes of this Agreement, and the Purchase Price for the Assets shall be reduced by the Allocated Value of such Assets. In the event that (i) the time period for any such Preferential Purchase Right has not expired without exercise prior to the Closing or (ii) there is, as of the Closing Date, any pending or threatened dispute or disagreement with respect to any matter related to any Preferential Purchase Right that Buyer has not waived in writing, then the Assets affected thereby shall be withdrawn from this transaction until, unless Buyer expressly agrees otherwise in writing, the earlier to occur of (A) the Post-Closing Date and (B) such time as the time period set forth in the applicable underlying agreement for the exercise of such Preferential Purchase Right expires or such Preferential Purchase Right is validly waived by the holder thereof upon which, if there is no there is no actual or threatened dispute or disagreement that Buyer has not waived in writing in its entirety with respect to such Preferential Purchase Right, Seller shall promptly assign such Assets to Buyer, and Buyer shall pay Seller the Allocated Value of the applicable Assets, as adjusted pursuant to Section 3.3. (d) In the event that, (i) a holder of a PPR has notified the Seller that it elects to exercise its PPR with respect prior to the Properties Closing, Seller is (A) unable to obtain any of the Required Consents (or portions thereofwaivers thereof in their entirety) to which its PPR applies or (determined by and in accordance with B) the agreement under which time period for the PPR arises), exercise of any such Required Consent has not expired without exercise or (ii) no waiverthere is, consent as of the Closing Date, any pending or exercise notice threatened dispute or disagreement with respect to any matter related to any Required Consent that Buyer has been received by not waived in writing, then, in each case, subject to and without limitation of Section 11.5(e), the Seller Assets affected thereby shall be excluded from the holder of a PPR but Assets conveyed to Buyer in connection with the time for exercising such PPR has not expired, then in each such case the Properties (or portions thereof) covered by the applicable PPR will not be sold to the Buyer (subject to the remaining provisions in this Section 2.2), Closing and the Purchase Price will shall be reduced by the Allocated Value of such affected Assets. Notwithstanding the Properties (or portions thereof) foregoing sentence, Buyer shall have the right, but not the obligation, to waive any Required Consent by delivering written notice to Seller. If such a waiver is delivered to Seller, Seller shall promptly assign to Buyer the Assets subject to such PPR. If, as of the Closing Date, a holder of a waived Required Consent has not yet delivered such Required Consent, then the Properties (or portions thereof) covered by that Required Consent (i) will not be conveyed to the Buyer at Closing but shall still be considered part of the Properties in accordance with the provisions of Section 2.2.2, (ii) adjustments to the Purchase Price will still be made pursuant to Sections 2.5 and 2.6 with respect to such PropertyConsents, and (iii) the Purchase Price will not be reduced as a result of such non-conveyance. 2.2.2 If Properties (or portions thereof) have been excluded from the Properties sold to the Buyer at the Closing (i) due to a pre-Closing exercise of a PPR, and if for any reason the purchase and sale of such Properties is not or cannot be consummated with the holder of such PPR that exercised such PPR and the Seller is thereby permitted to transfer such Properties (or portions thereof) to the Buyer pursuant to the terms of such PPR, or (ii) due to the Seller having not received a waiver, consent or exercise notice from the holder of a PPR and the time for exercising such PPR had not expired as of the Closing Date, and if the Seller subsequently receives such a waiver or consent, or if the Seller does not receive an exercise notice from the holder of the PPR with in the period for exercising such PPR, then in each such case the Seller shall so notify the Buyer and, within ten (10) Business Days after the Buyer’s receipt of such notice, the Seller shall sell, assign, and convey to the Buyer and the Buyer shall purchase and accept from the pay Seller such Properties pursuant to the terms of this Agreement and for the Allocated Value of such PropertiesAssets, subject as adjusted pursuant to adjustments in accordance with Sections 2.5 Section 3.3. (e) After the Closing, Seller shall use commercially reasonable efforts to obtain the Customary Post-Closing Consents and 2.6all other then-outstanding Required Consents within a reasonable time. If Properties (or portions thereof) have been excluded from the Properties conveyed to the Buyer at the Closing due to the Seller having not received a Required Consent as obtains any of the Closing Date in accordance with Section 2.2.1, and if the then-outstanding Required Consent has been received or deemed received pursuant to the terms of the underlying agreement Consents on or before the one (1) year anniversary of the Post-Closing Date, then in each such case the Seller shall so notify promptly assign to Buyer the Assets subject to such Required Consent, and Buyer and, within ten (10) Business Days after shall pay Seller the Buyer’s PURCHASE AND SALE AGREEMENT 25 receipt Allocated Value of such noticeAssets, the Seller shall assign and convey to the Buyer and the Buyer shall accept from the Seller such Properties as adjusted pursuant to the terms of this AgreementSection 3.3. As between the Buyer and the Seller, with respect to any Property Asset for which a Required Consent has not been obtained by the Closing, (ai) the Seller shall hold such Property Asset as nominee for the Buyer, effective as of the Effective Time, (bii) Seller and Buyer shall treat and deal with such Asset as if full legal and equitable title to such Asset had pass from Seller to Buyer at the Closing, (iii) upon assignment, if any, to Buyer in accordance with this Section 11.5(e), (A) Buyer shall pay any costs and expenses associated with that Property, Asset that would otherwise be Assumed Obligations and (cB) the Seller shall pay the Buyer any revenues received by the Seller that are associated with such Property Property. Notwithstanding anything to the contrary herein, Seller acknowledges and agrees that it shall not liquidate its assets or otherwise wind-up its business if it is acting as nominee for time periods from and after the Effective TimeBuyer with respect to any Asset under this Agreement. If any Required Consent has not been received or deemed received obtained on or before the one (1) year anniversary of the Post-Closing Date, then the Seller Assets affected thereby shall no longer hold such Property as nominee for the Buyer, and each Party shall repay cease to the other Party any amounts previously paid hereunder in respect be a part of the Property, transactions contemplated by this Agreement and such Property will be deemed not to have been conveyed to the Buyer hereunder all obligations and liabilities related thereto shall be an Excluded Asset. From the Closing until the date of conveyance (or until the one year anniversary, if not to be conveyed pursuant to this Section 2.2.2 due to expiration of such period), with respect to those Properties not conveyed at Closing solely pursuant to Section 2.2.1 and which Seller continues thereafter to operate, Seller will continue to conduct its operations with respect to such Properties consistent with the provisions of Section 5.2, subject to the caveats and liability limitations contained therein. 2.2.3 Properties excluded pursuant to this Section 2.2 will not be deemed to be affected by Title Defects or be subject to Section 2.1Retained Obligations.

Preferential Purchase Rights; Required Consents. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller shall use the Allocated Values to provide any required notifications of a preferential purchase right, right of first refusal or other agreement which gives a Third Party third party a right to purchase a Real Property Interest or Well (or any part thereof) (“PPR”), requesting waivers thereof, in connection with the transactions contemplated hereby (including with respect to the assignment of any of the Properties to a Buyer Designee) and otherwise shall send notice letters to each holder of a PPR in material compliance accordance with the contractual provisions applicable to terms of such PPR. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller will shall send letters seeking (a) the SUSA all consents, agreements and waivers described in Sections 6.4 and 7.5 and (b) all applicable including Required Consents, that are applicable to the transactions contemplated hereby, including the assignment of the Properties by the Seller to the Buyer (and the Buyer Designee) but excluding Customary Post-Closing Consents. The Seller will shall thereafter use its commercially reasonable efforts (at no cost to the Seller) to ensure PURCHASE AND SALE AGREEMENT 24 that all such waivers and consents Required Consents are promptly granted, and after Closing, the Buyer will reasonably assist the may provide reasonable assistance to Seller in obtaining any to ensure that remaining waivers and consentsRequired Consents are promptly granted. 2.2.1 If, as of the Closing Date, (ia) a holder of a PPR has notified the Seller that it elects to exercise its PPR with respect to the Properties (or portions thereof) to which its PPR PURCHASE AND SALE AGREEMENT -24- applies (determined by and in accordance with the agreement under which the PPR arises), or (iib) no waiver, consent or exercise notice has been received by the Seller from the holder of a PPR but the time for exercising such PPR has not expired, then in each such case the Properties (or portions thereof) covered by the applicable PPR that PPR, will not be sold to the Buyer (subject to the remaining provisions in this Section 2.2), and the Purchase Price will be reduced by the Allocated Value of the interest in the Properties (or portions thereof) subject to such PPR. If, as of the Closing Date, a holder of a Required Consent that is set forth on Schedule 2.2 (a “Subject Required Consent”) (a) has not yet delivered such Subject Required Consent and the time for granting such consent has not expired or (b) has placed additional conditions on the proposed assignee that involve the payment of money, posting of collateral security or the performance of other material obligations by the assignee that would not be required in the absence of the assignment of the Property subject to such Subject Required Consent, then the Seller’s interest in the Property covered by that Subject Required Consent will not be conveyed to the Buyer at Closing (subject to the remaining provision in this Section 2.2), and the Purchase Price will be reduced by the Allocated Value of Seller’s interest in the Properties subject to such unobtained Subject Required Consent. If, as of the Closing Date, a holder of a Required Consent that is not a Subject Required Consent (a) has not yet delivered such Required Consent and the time for granting such consent has not expired or (b) has placed additional conditions on the proposed assignee that involve the payment of money, posting of collateral security or the performance of other material obligations by the assignee that would not be required in the absence of the assignment of the Property subject to such Required Consent, then the Properties (or portions thereof) Seller’s interest in the Property covered by that Required Consent (i) will not be conveyed to the Buyer at Closing but shall still be considered part of the Properties in accordance with the provisions of Section 2.2.2, (ii) adjustments to the Purchase Price with respect to such Property will still be made pursuant to Sections 2.3, 2.5 and 2.6 2.6, with respect to such Property, and (iii) the Purchase Price will not be reduced as a result of such non-conveyance. 2.2.2 If During the one (1) year period after the Closing Date if Properties (or portions thereof) have been were excluded from the Properties sold to the Buyer at the Closing (i) due to a pre-Closing exercise of a PPR, and if for any reason the purchase and sale of such Properties is not or cannot be consummated with the holder of such PPR that exercised such PPR and the Seller is thereby permitted to transfer such Properties (or portions thereof) to the Buyer pursuant to the terms of such PPR, PPR or (ii) due to the Seller having not received a waiver, consent or exercise notice from the holder of a PPR and the time for exercising such PPR had not expired as of the Closing Date, and if the Seller subsequently receives such a waiver or consent, or if the Seller does not receive an exercise notice from the holder of the PPR with in within the period for exercising such PPR, then in each such case the Seller shall so notify the Buyer and, within ten (10) Business Days after the Buyer’s receipt of such PURCHASE AND SALE AGREEMENT -25- notice, the Seller shall sell, assign, and convey to the Buyer (and/or the Buyer Designee, as applicable) and the Buyer shall (and/or shall cause the Buyer Designee, as applicable to) purchase and accept from the Seller such Properties pursuant to the terms of this Agreement and for the Allocated Value of such Properties, subject to adjustments in accordance with Sections 2.3, 2.5 and 2.6. If Properties (or portions thereof) have been excluded from the Properties conveyed sold to the Buyer at the Closing due to the Seller having not received a failure to obtain a Subject Required Consent as of the Closing Date in accordance with Section 2.2.1, and if the such Subject Required Consent has been received or deemed received pursuant to the terms of the underlying agreement on or before the date one (1) year anniversary of after the Closing Date, then in each such case the Seller shall so notify the Buyer and, and within ten three (103) Business Days after the Buyer’s PURCHASE AND SALE AGREEMENT 25 receipt of such notice, the Seller shall assign and convey to the Buyer (and/or the Buyer Designee, as applicable) and the Buyer shall (and/or shall cause the Buyer Designee, as applicable to) accept from the Seller such Properties pursuant to the terms of this Agreement and for the Allocated Value of such Properties, subject to adjustments in accordance with Sections 2.3, 2.5 and 2.6. If Properties have been excluded from the Properties sold to the Buyer at the Closing due to a failure to obtain a Required Consent other than a Subject Required Consent in accordance with Section 2.2.1, and if such Required Consent has been received or deemed received pursuant to the terms of the underlying agreement on or before the date one (1) year after the Closing Date, the Seller shall so notify the Buyer and within ten (10) Business Days after the Buyer’s receipt of such notice, the Seller shall assign and convey to the Buyer (and/or the Buyer Designee, as applicable) and the Buyer shall (and/or shall cause the Buyer Designee, as applicable to) accept from the Seller such Properties pursuant to the terms of this Agreement. As between the Buyer and the Seller, with respect to any Property for which a Required Consent other than a Subject Required Consent has not been obtained by the Closing, (ai) the Seller shall hold such Property as nominee for the Buyer, effective as of the Effective Time, (bii) the Buyer shall pay any costs and expenses associated with that Property, and (ciii) the Seller shall pay the Buyer any revenues received by the Seller that are associated with such Property for time periods from and after the Effective TimeProperty. If any Required Consent other than a Subject Required Consent has not been received or deemed received on or before the one (1) year anniversary of the Closing Date, then (i) the Seller shall no longer hold such Property (a “Nonconsented Interest”) as nominee for the Buyer, and each Party shall repay to the other Party any amounts previously paid hereunder in respect of the PropertyNonconsented Interest (including the Allocated Value and all other amounts of any adjustments pursuant to Sections 2.3, 2.5 and 2.6 with respect to such Property Nonconsented Interest) or otherwise paid in respect of such Nonconsented Interest during the period of time following the Closing up until such Nonconsented Interest is deemed to be an Excluded Asset, (ii) such Nonconsented Interest will be deemed not to have been conveyed to the Buyer hereunder and (iii) such Nonconsented Interest shall be an Excluded Asset. From the Closing until the date of conveyance (or until the one year anniversary; provided, if not to be conveyed pursuant to this Section 2.2.2 due to expiration of such period)however, that with respect to those Properties not conveyed at Closing solely pursuant to Section 2.2.1 and which Seller continues thereafter to operate, Seller will continue to conduct its operations any such Nonconsented Interest PURCHASE AND SALE AGREEMENT -26- with respect to which the Required Consent provides that such Properties consistent with consent cannot be unreasonably withheld or similar language, the provisions of Section 5.2, subject Seller will have the election to assign such Nonconsented Interest to the caveats Buyer and liability limitations contained thereinprovide the Buyer with an indemnity against the loss of such Nonconsented Interest and any loss or expense paid by the Buyer which results from any action by the holder of such Required Consent to invalidate the Nonconsented Interest as a result of the failure to obtain such consent. 2.2.3 Properties excluded pursuant to this Section 2.2 will not be deemed to be affected by Title Defects or be subject to Section 2.12.1 and will be Excluded Assets, unless and until such Properties are conveyed to the Buyer after Closing pursuant to this Section 2.2.

Preferential Purchase Rights; Required Consents. Within ten seven (107) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, CALLC shall use the Seller shall provide Allocated Values to provide, on behalf of the Sellers, any required notifications of a preferential purchase right, right of first refusal or other agreement which gives a Third Party a right to purchase a Real Property Interest or Well (or any part thereof), including (without limitation) the PPRs set forth on Schedule “3.12” (“PPR”), requesting waivers thereofthereof in accordance with the terms of such PPR, in connection with the transactions contemplated hereby and otherwise in material compliance with the contractual provisions applicable to such PPRhereby. Within ten seven (107) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller CALLC will send letters (in accordance with the terms of such consent) seeking (a) the SUSA consents, agreements and waivers described in Sections 6.4 and 7.5 and (b) all applicable consents including Required Consents, including (without limitation) those set forth on Schedule “3.12”, but excluding Customary Post-Closing Consents. The Seller Sellers will thereafter use commercially reasonable efforts (at no cost to the SellerSellers) to ensure PURCHASE AND SALE AGREEMENT 24 that all such waivers and consents are promptly granted, and after Closing, the Buyer will reasonably assist the Seller Sellers in obtaining any remaining waivers and consents. 2.2.1 If, as of the Closing Date, (i) a holder of a PPR has notified the Seller Sellers that it elects to exercise its PPR with respect to the Properties (or portions thereof) to which its PPR applies (determined by and in accordance with the agreement under which the PPR arises), or (ii) no waiver, consent or exercise notice has been received by the Seller from the holder of a PPR but the time for exercising such PPR has not expired, then in each such case the Properties (or portions thereof) covered by the applicable that PPR will not be sold to the Buyer (subject to the remaining provisions in this Section 2.2), and the Purchase Price will be reduced by the Allocated Value of the Properties (or portions thereof) subject to such PPR. If, as of the Closing Date, the PPR has not been exercised or waived and the time for exercising such PPR has not expired, the Properties covered by that PPR will be sold to the Buyer subject to any rights of the holder of the PPR and no adjustment to the Purchase Price will be made with respect thereto and, in the event the holder of any such PPR thereafter exercises such PPR, the Buyer will comply with all of the terms thereof and convey the applicable Properties to the holder of the PPR or to the respective Seller or Sellers for conveyance to the holder of the PPR, as may be required by the terms of the PPR, and Buyer will receive a payment from the holder of the PPR or, as applicable, the respective Seller or Sellers (in which case, such Seller(s) will be entitled to the proceeds paid by such holder with respect thereto), in an amount equal to the Allocated Value of such Properties, which shall be treated as a reduction in the Purchase Price, and each of the Sellers and the Buyer shall repay to the other any other amounts previously paid hereunder in respect of such Property, including the amounts of any adjustments pursuant to Sections 2.1, 2.3, 2.5 and 2.6 with respect to such Property. If, as of the Closing Date, a holder of a Required Consent or Other Consent has not yet delivered such Required ConsentConsent or Other Consent and the time for granting such consent has not expired, then the Properties (or portions thereof) Property covered by that Required Consent or Other Consent will not be conveyed to the Buyer at Closing but shall still be considered part of the Properties in accordance PURCHASE AND SALE AGREEMENT 24 with the provisions of Section 2.2.2, adjustments to the Purchase Price with respect to such Property will still be made pursuant to Sections 2.3, 2.5 and 2.6, the provisions of Section 5.2, to the extent applicable, will continue to apply to such Property until it is conveyed to Buyer pursuant to the remaining provisions of this Section 2.2 and the Purchase Price will not be reduced (iat Closing) as a result of such non-conveyance. If, as of the Closing Date, a holder of a Required Consent or Other Consent has denied in writing its consent to assign the applicable Property to Buyer, then the Property covered by that consent will not be conveyed to the Buyer at Closing but shall still be considered part of the Properties in accordance with the provisions of Section 2.2.2, (ii) adjustments to the Purchase Price with respect to such Property will still be made pursuant to Sections 2.3, 2.5 and 2.6 with respect 2.6, the provisions of Section 5.2, to the extent applicable, will continue to apply to such Property, Property until it is conveyed to Buyer pursuant to the remaining provisions of this Section 2.2 and (iii) the Purchase Price will not be reduced (at Closing) as a result of such non-conveyance. 2.2.2 If Properties (or portions thereof) have been excluded from the Properties sold to the Buyer at the Closing (i) due to a pre-Closing exercise of a PPR, and if for any reason the purchase and sale of such the Properties covered by the PPR is not or cannot be consummated with the holder of such the PPR that exercised such PPR and the Seller is thereby permitted to transfer such Properties (or portions thereof) to the Buyer pursuant to the terms of such PPR, or (ii) due to the Seller having not received a waiver, consent or exercise notice from the holder of a PPR and the time for exercising such PPR had not expired as of the Closing Date, and if the Seller subsequently receives such a waiver or consent, or if the Seller does not receive an exercise notice from the holder of the PPR with in the period for exercising such its PPR, then in each such case the Seller Seller(s) shall so notify the Buyer and, within ten (10) Business Days after the Buyer’s receipt of such notice, the Seller respective Seller(s) shall sell, assign, and convey to the Buyer (pursuant to an Assignment) and the Buyer shall purchase and accept from the Seller such Seller(s) such Properties pursuant to the terms of this Agreement (including, for the avoidance of doubt, all the representations, warranties, covenants and indemnities set forth herein and the special warranty of title set forth in the Assignment and all limitations, restrictions, waivers, Permitted Encumbrances and Assumed Obligations set forth herein) and for the Allocated Value of such Properties, subject to adjustments in accordance with Sections 2.3, 2.5 and 2.6. If Properties (or portions thereof) have been excluded from the Properties conveyed sold to the Buyer at the Closing due to the Seller having not received a failure to obtain a Required Consent as or Other Consent or the written denial of the Closing Date a Required Consent or Other Consent in accordance with Section 2.2.1, and if the a Required Consent or Other Consent has been received or deemed received pursuant to the terms of the underlying agreement on or before the date one (1) year anniversary of after the Closing Date, then in each such case the Seller respective Seller(s) shall so notify the Buyer and, within ten (10) Business Days after the Buyer’s PURCHASE AND SALE AGREEMENT 25 receipt of such notice, the Seller such Seller(s) shall assign and convey to the Buyer (pursuant to an Assignment) and the Buyer shall accept from the Seller such Seller(s) such Properties pursuant to the terms of this AgreementAgreement (including, for the avoidance of doubt, all the representations, warranties, covenants and indemnities set forth herein and the special warranty of title set forth in the Assignment and all limitations, restrictions, waivers, Permitted Encumbrances and Assumed Obligations set forth herein and in the Assignment). As between the Buyer and the SellerSellers, with respect to any Property for which a Required Consent or Other Consent has not been obtained by the Closing or for which the applicable consent has been denied in writing (as of the Closing), (a) the Seller Sellers shall hold such Property as nominee for the Buyer, effective as of the Effective Time, (b) the Buyer shall pay any costs and expenses associated with that Property, and (c) the Seller Sellers shall pay the Buyer any revenues received by the Seller Sellers that are associated with such Property for time periods from and after the Effective Time. If any Required Consent has not been received or deemed PURCHASE AND SALE AGREEMENT 25 received on or before the one (1) year anniversary of the Closing Date, then the Seller Sellers shall no longer hold such Property (a “Nonconsented Interest”) as nominee for the Buyer, and each Party shall repay to the other Party any amounts previously paid hereunder in respect of the PropertyNonconsented Interest (including the Allocated Value and all other amounts of any adjustments pursuant to Sections 2.3, 2.5 and 2.6 with respect to such Nonconsented Interest), and such Property Nonconsented Interest will be deemed not to have been conveyed to the Buyer hereunder and shall be an Excluded Asset. From the Closing until the date of conveyance (If any Other Consent has not been received or until deemed received on or before the one year anniversaryanniversary of the Closing Date, if not then the Sellers shall assign and convey to be conveyed the Buyer (pursuant to this Section 2.2.2 due an Assignment) and the Buyer shall accept from such Seller(s) the Properties subject to expiration of such period), with respect to those Properties not conveyed at Closing solely Other Consent pursuant to Section 2.2.1 and which Seller continues thereafter to operate, Seller will continue to conduct its operations with respect to such Properties consistent with the provisions terms of Section 5.2, subject to the caveats and liability limitations contained thereinthis Agreement. 2.2.3 Properties excluded pursuant to this Section 2.2 will not be deemed to be affected by Title Defects or be subject to Section 2.1.

Preferential Purchase Rights; Required Consents. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller Sellers shall use the Allocated Values to provide any required notifications of a preferential purchase right, right of first refusal or other agreement which gives a Third Party third party a right to purchase a Real Property Interest or Well (or any part thereof) (“PPR”), requesting waivers thereof, in connection with the transactions contemplated hereby (including with respect to the assignment of any of the Properties to a Buyer Designee) and otherwise shall send notice letters to each holder of a PPR in material compliance accordance with the contractual provisions applicable to terms of such PPR. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller will Sellers shall send letters seeking (a) the SUSA all consents, agreements and waivers described in Sections 6.4 and 7.5 and (b) all applicable including Required Consents, that are applicable to the transactions contemplated hereby, including the assignment of the Properties by the Sellers to the Buyer (and the Buyer Designee) PURCHASE AND SALE AGREEMENT -24- but excluding Customary Post-Closing Consents. The Seller will Sellers shall thereafter use their commercially reasonable efforts (at no cost to the Seller) to ensure PURCHASE AND SALE AGREEMENT 24 that all such waivers and consents Required Consents are promptly granted, and after Closing, the Buyer will reasonably assist the Seller in obtaining any may provide reasonable assistance to Sellers to ensure that remaining waivers and consentsRequired Consents are promptly granted. 2.2.1 If, as of the Closing Date, (ia) a holder of a PPR has notified the Seller Sellers that it elects to exercise its PPR with respect to the Properties (or portions thereof) to which its PPR applies (determined by and in accordance with the agreement under which the PPR arises), or (iib) no waiver, consent or exercise notice has been received by the Seller respective Seller(s) from the holder of a PPR but the time for exercising such PPR has not expired, then in each such case the Properties (or portions thereof) covered by the applicable PPR that PPR, will not be sold to the Buyer (subject to the remaining provisions in this Section 2.2), and the Purchase Price will be reduced by the Allocated Value of the interest in the Properties (or portions thereof) subject to such PPR. If, as of the Closing Date, a holder of a Required Consent (a) has not yet delivered such Required Consent and the time for granting such consent has not expired or (b) has placed additional conditions on the proposed assignee that involve the payment of money, posting of collateral security or the performance of other material obligations by the assignee that would not be required in the absence of the assignment of the Property subject to such Required Consent, then the Properties (or portions thereof) affected Seller’s interest in the Property covered by that Required Consent (i) will not be conveyed to the Buyer at Closing but shall still be considered part of the Properties in accordance with the provisions of Section 2.2.2, (ii) adjustments to the Purchase Price with respect to such Property will still be made pursuant to Sections 2.3, 2.5 and 2.6 2.6, with respect to such Property, and (iii) the Purchase Price will not be reduced as a result of such non-conveyance. 2.2.2 If During the one (1) year period after the Closing Date if Properties (or portions thereof) have been were excluded from the Properties sold to the Buyer at the Closing (i) due to a pre-Closing exercise of a PPR, and if for any reason the purchase and sale of such Properties is not or cannot be consummated with the holder of such PPR that exercised such PPR and the Seller is Sellers are thereby permitted to transfer such Properties (or portions thereof) to the Buyer pursuant to the terms of such PPR, PPR or (ii) due to the Seller Sellers having not received a waiver, consent or exercise notice from the holder of a PPR and the time for exercising such PPR had not expired as of the Closing Date, and if the Seller Sellers subsequently receives receive such a waiver or consent, or if the Seller does Sellers do not receive an exercise notice from the holder of the PPR with in within the period for exercising such PPR, then in each such case the Seller Sellers shall so notify the Buyer and, within ten (10) Business Days after the Buyer’s receipt of such notice, the Seller Sellers shall sell, assign, and convey to the Buyer (and/or the Buyer Designee, as applicable) and the Buyer shall (and/or shall cause the Buyer Designee, as applicable to) purchase and accept from the Seller Sellers such Properties pursuant to the terms of this Agreement and for the Allocated Value of such Properties, subject to adjustments in accordance with Sections 2.3, 2.5 and 2.6. If Properties (or portions thereof) have been excluded from the Properties conveyed to the Buyer at the Closing due to the Seller having not received a Required Consent as of the Closing Date in accordance with Section 2.2.1, and if the Required Consent has been received or deemed received pursuant to the terms of the underlying agreement on or before the one (1) year anniversary of the Closing Date, then in each such case the Seller shall so notify the Buyer and, within ten (10) Business Days after the Buyer’s PURCHASE AND SALE AGREEMENT 25 receipt of such notice, the Seller shall assign and convey to the Buyer and the Buyer shall accept from the Seller such Properties pursuant to the terms of this Agreement. As between the Buyer and the Seller, with respect to any Property for which a Required Consent has not been obtained by the Closing, (a) the Seller shall hold such Property as nominee for the Buyer, effective as of the Effective Time, (b) the Buyer shall pay any costs and expenses associated with that Property, and (c) the Seller shall pay the Buyer any revenues received by the Seller that are associated with such Property for time periods from and after the Effective Time. If any Required Consent has not been received or deemed received on or before the one (1) year anniversary of the Closing Date, then the Seller shall no longer hold such Property as nominee for the Buyer, and each Party shall repay to the other Party any amounts previously paid hereunder in respect of the Property, and such Property will be deemed not to have been conveyed to the Buyer hereunder and shall be an Excluded Asset. From the Closing until the date of conveyance (or until the one year anniversary, if not to be conveyed pursuant to this Section 2.2.2 due to expiration of such period), with respect to those Properties not conveyed at Closing solely pursuant to Section 2.2.1 and which Seller continues thereafter to operate, Seller will continue to conduct its operations with respect to such Properties consistent with the provisions of Section 5.2, subject to the caveats and liability limitations contained therein. 2.2.3 Properties excluded pursuant to this Section 2.2 will not be deemed to be affected by Title Defects or be subject to Section 2.1.-25-

Preferential Purchase Rights; Required Consents. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, CELLC shall use the Seller shall Allocated Values to provide any required notifications of a preferential purchase right, right of first refusal or other agreement which gives a Third Party third party a right to purchase a Real Property Interest or Well (or any part thereof) (“PPR”), in compliance with the contractual provisions applicable to such PPR requesting waivers thereof, in connection with the transactions contemplated hereby and otherwise in material compliance with the contractual provisions applicable to such PPRhereby. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller will CELLC shall send letters seeking (a) the SUSA consents, agreements and waivers described in Sections 6.4 and 7.5 and (b) all applicable Required ConsentsConsents and other consents to assignment pertaining to the Properties and the transactions contemplated hereby, excluding any Customary Post-Post- Closing Consents. The Seller will Sellers shall thereafter use their commercially reasonable efforts (at no cost to the SellerSellers other than the preparation of relevant notices and waivers) to ensure PURCHASE AND SALE AGREEMENT 24 that all such waivers and consents Required Consents are promptly granted, and after Closing, the Buyer will reasonably assist the Seller in obtaining any may provide reasonable assistance to Sellers to ensure that remaining waivers and consentsRequired Consents are promptly granted. 2.2.1 If, as of the Closing Date, (i) a holder of a PPR has notified the Seller Sellers that it elects to exercise its PPR with respect to the Properties (or portions thereof) to which its PPR applies (determined by and in accordance with the agreement under which the PPR arises), or (ii) no waiver, consent or exercise notice has been received by the Seller from the holder of a PPR but the time for exercising such PPR has not expired, then in each such case the Properties (or portions thereof) covered by the applicable PPR that PPR, will not be sold to the Buyer (subject to the remaining provisions in this Section 2.2), and the Purchase Price will be reduced by the Allocated Value of the interest in the Properties (or portions thereof) subject to such PPR. If, as of the Closing Date, the PPR has not been exercised or waived in writing and the time for exercising such PPR has not expired, the Property covered by that PPR will be sold to the Buyer subject to any rights of the holder of the PPR and no adjustment to the Purchase Price will be made with respect thereto and, in the event the holder of any such PPR thereafter exercises such PPR, the Buyer will comply with all of the terms thereof and convey the applicable Property to the holder of the PPR or, if required by the terms of the PPR, to the Sellers for conveyance to the holder, and Buyer will receive a payment from the Sellers, as a reduction in the Purchase Price, in an amount equal to the Allocated Value of such Property (and each Party shall repay to the other Party any other amounts previously paid hereunder in respect of such Property, including the amounts of any adjustments pursuant to Sections 2.1, 2.3, 2.5 and 2.6 with respect to such Property), and the Sellers will be entitled to the proceeds paid by such holder with respect thereto; provided that each Seller shall severally as to itself, and not jointly with any other Seller, indemnify to the extent of such Seller’s pro rata share (based on its interest in the applicable Properties relative to the other Sellers’ interest therein) the Buyer against any claims or other proceedings initiated by such PPR holder against the Buyer to the extent such claims or proceedings do not relate to the Buyer’s actions with respect to the applicable Properties after the Closing. If, as of the Closing Date, a holder of a Required Consent has not yet delivered such Required ConsentConsent and the time for granting such consent has not expired, then the Properties (or portions thereof) Property covered by that Required Consent (i) will not be conveyed to the Buyer at Closing but shall still be considered part of the Properties in accordance with the provisions of Section 2.2.2, (ii) adjustments to the Purchase Price with respect to such Property will still be made pursuant to Sections 2.3, 2.5 and 2.6 2.6, with respect to such Property, and (iii) the Purchase Price will not be reduced as a result of such non-conveyance. 2.2.2 If Properties (or portions thereof) have been excluded from the Properties sold to the Buyer at the Closing (i) due to a pre-pre- Closing exercise of a PPR, and if for any reason the purchase and sale of such the Properties covered by the PPR is not or cannot be consummated with the holder of such the PPR that exercised such PPR and the Seller is thereby permitted to transfer such Properties (or portions thereof) to the Buyer pursuant to the terms of such PPR, or (ii) due to the Seller having not received a waiver, consent or exercise notice from the holder of a PPR and the time for exercising such PPR had not expired as of the Closing Date, and if the Seller subsequently receives such a waiver or consent, or if the Seller does not receive an exercise notice from the holder of the PPR with in the period for exercising such its PPR, then in each such case the Seller Sellers shall so notify the Buyer and, promptly and within ten (10) Business Days after the Buyer’s receipt of such notice, the Seller applicable Sellers shall sell, assign, assign and convey to the Buyer (pursuant to an Assignment) and the Buyer shall purchase and accept from the Seller such Sellers such Properties pursuant to the terms of this Agreement (including all the representations, warranties, covenants and indemnities set forth herein) and for the Allocated Value of such PropertiesProperties on Exhibit “A”, subject to adjustments in accordance with Sections 2.5 and 2.6. If Properties (or portions thereof) have been excluded from the Properties conveyed sold to the Buyer at the Closing due to the Seller having not received a failure to obtain a Required Consent as of the Closing Date in accordance with Section 2.2.1, and if the a Required Consent has been received in writing or deemed received pursuant to the terms of the underlying agreement on or before the date one (1) year after the Closing Date, the Sellers shall so notify the Buyer and within ten (10) Business Days after the Buyer’s receipt of such notice, the applicable Sellers shall assign and convey to the Buyer and the Buyer shall accept from such Sellers such Properties pursuant to the terms of this Agreement. As between the Buyer and the Sellers, with respect to any Property for which a Required Consent has not been obtained by the Closing, (i) the Sellers shall hold such Property as nominee for the Buyer, effective as of the Effective Time, (ii) the Buyer shall pay any costs and expenses associated with that Property, and (iii) the Sellers shall pay the Buyer any revenues received by the Sellers that are allocable to such Property from and after the Effective Time. If any Required Consent has not been received in writing or deemed received pursuant to the terms of the underlying agreement on or before the one (1) year anniversary of the Closing Date, then in each such case the Seller shall so notify the Buyer and, within ten (10) Business Days after the Buyer’s PURCHASE AND SALE AGREEMENT 25 receipt of such notice, the Seller shall assign and convey to the Buyer and the Buyer shall accept from the Seller such Properties pursuant to the terms of this Agreement. As between the Buyer and the Seller, with respect to any Property for which a Required Consent has not been obtained by the Closing, (a) the Seller shall hold such Property as nominee for the Buyer, effective as of the Effective Time, (b) the Buyer shall pay any costs and expenses associated with that Property, and (c) the Seller shall pay the Buyer any revenues received by the Seller that are associated with such Property for time periods from and after the Effective Time. If any Required Consent has not been received or deemed received on or before the one (1) year anniversary of the Closing Date, then the Seller Sellers shall no longer hold such Property (a “Nonconsented Interest”) as nominee for the Buyer, and each Party shall repay to the other Party any amounts previously paid hereunder in respect of the PropertyNonconsented Interest (including, other than the Allocated Value, all other amounts of any adjustments pursuant to Sections 2.3, 2.5 and 2.6 with respect to such Nonconsented Interest), and such Property Nonconsented Interest will be deemed not to have been conveyed to the Buyer hereunder and shall be an Excluded Asset. From the Closing until the date of conveyance (or until the one year anniversary, if not to be conveyed pursuant to this Section 2.2.2 due to expiration of such period), with respect to those Properties not conveyed at Closing solely pursuant to Section 2.2.1 and which Seller continues thereafter to operate, Seller will continue to conduct its operations with respect to such Properties consistent with the provisions of Section 5.2, subject to the caveats and liability limitations contained therein. 2.2.3 Properties excluded pursuant to this Section 2.2 will not be deemed to be affected by Title Defects or be subject to Section 2.1.

Preferential Purchase Rights; Required Consents. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller shall provide any required notifications of a preferential purchase right, right of first refusal or other agreement which gives a Third Party a right to purchase a Real Property Interest or Well (or any part thereof) (“PPR”), requesting waivers thereof, in connection with the transactions contemplated hereby and otherwise in material compliance with the contractual provisions applicable to such PPRhereby. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller will send letters seeking (a) the SUSA consents, agreements and waivers described in Sections 6.4 and 7.5 and (b) all applicable Required Consents, excluding Customary Post-Closing Consents. The Seller will thereafter use commercially reasonable efforts (at no cost to the Seller) to ensure PURCHASE AND SALE AGREEMENT 24 that obtain all such waivers and consents are promptly grantedconsents, and after Closing, the Closing Buyer will reasonably assist the Seller in obtaining any remaining waivers and consents. 2.2.1 1.2.1 If, as of the Closing Date, (i) a holder of a PPR has notified the Seller that it elects to exercise its PPR with respect to the Properties (or portions thereof) Property to which its PPR applies (determined by and in accordance with the agreement under which the PPR arises), or (ii) no waiver, consent or exercise notice has been received by then the Seller from the holder of a PPR but the time for exercising such PPR has not expired, then in each such case the Properties (or portions thereof) Property covered by the applicable that PPR will not be sold to the Buyer (subject to the remaining provisions in this Section 2.21.2), and the Purchase Price will be reduced by the Allocated Value of such Property. If, as of the Properties (Closing Date, the PPR has not been exercised or portions thereof) waived and the time for exercising such PPR has not expired, the Property covered by that PPR will be sold to Buyer subject to any rights of the holder of the PPR and no adjustment to the Purchase Price will be made with respect thereto and, in the event the holder of any such PPR thereafter exercises PURCHASE AND SALE AGREEMENT 5 such PPR, Buyer will comply with all of the terms thereof and convey the applicable Property to the holder of the PPR or to Seller for conveyance to the holder of the PPR, as may be required by the terms of the PPR, and the Purchase Price will be reduced by the Allocated Value of such Property, and Seller will be entitled to the proceeds paid by such holder with respect thereto. If, as of the Closing Date, a holder of a Required Consent has not yet delivered such Required ConsentConsent and the time for granting such consent has not expired, then the Properties (or portions thereof) Property covered by that Required Consent (i) will not be conveyed to the Buyer at Closing but shall still be considered part of the Properties in accordance with the provisions of Section 2.2.21.2.2, (ii) adjustments to the Purchase Price will still be made pursuant to Sections 2.5 1.5 and 2.6 1.6 with respect to such Property, and (iii) the Purchase Price will not be reduced as a result of such non-conveyance. 2.2.2 1.2.2 If Properties (or portions thereof) have a Property has been excluded from the Properties sold to the Buyer at the Closing (i) due to a pre-Closing exercise of a PPR, and if for any reason the purchase and sale of such Properties Property is not or cannot be consummated with the holder of such the PPR that exercised such PPR and the Seller is thereby permitted to transfer such Properties (or portions thereof) to the Buyer pursuant to the terms of such PPR, or (ii) due to the Seller having not received a waiver, consent or exercise notice from the holder of a PPR and the time for exercising such PPR had not expired as of the Closing Date, and if the Seller subsequently receives such a waiver or consent, or if the Seller does not receive an exercise notice from the holder of the PPR with in the period for exercising such its PPR, then in each such case the Seller shall so notify the Buyer and, within ten (10) Business Days after the Buyer’s receipt of such notice, the Seller shall sell, assign, and convey to the Buyer and the Buyer shall purchase and accept from the Seller such Properties Property pursuant to the terms of this Agreement and for the Allocated Value of such PropertiesProperty, subject to adjustments in accordance with Sections 2.5 1.5 and 2.61.6. If Properties (or portions thereof) have a Property has been excluded from the Properties conveyed sold to the Buyer at the Closing due to the Seller having not received a failure to obtain a Required Consent as of the Closing Date in accordance with Section 2.2.11.2.1, and if the a Required Consent has been received or deemed received pursuant to the terms of the underlying agreement on or before the one within six (16) year anniversary of months following the Closing Date, then in each such case the Seller shall so notify the Buyer and, within ten (10) Business Days after the Buyer’s PURCHASE AND SALE AGREEMENT 25 receipt of such notice, the Seller shall assign and convey to the Buyer and the Buyer shall accept from the Seller such Properties Property pursuant to the terms of this Agreement. As between the Buyer and the Seller, with respect to any Property for which a Required Consent has not been obtained by the Closing, (a) the Seller shall hold such Property as nominee for the Buyer, effective as of the Effective Time, (b) the Buyer shall pay any costs and expenses associated with that Property, and (c) the Seller shall pay the Buyer any revenues received by the Seller that are associated with such Property for time periods from and after the Effective Time. If any Required Consent has not been received or deemed received on or before the one within six (16) year anniversary of months following the Closing Date, then the Seller shall no longer hold such the respective Property as nominee for the Buyer, and the Purchase Price will be reduced by the Allocated Value of such Property, each Party shall repay to the other Party any amounts previously paid hereunder in respect of the such Property, and such Property will be deemed not to have been conveyed to the Buyer hereunder and shall be an Excluded Asset. From the Closing until the date of conveyance (or until the one year anniversary, if not to be conveyed pursuant to this Section 2.2.2 due to expiration of such period), with respect to those Properties not conveyed at Closing solely pursuant to Section 2.2.1 and which Seller continues thereafter to operate, Seller will continue to conduct its operations with respect to such Properties consistent with the provisions of Section 5.2, subject to the caveats and liability limitations contained therein. 2.2.3 1.2.3 Properties excluded pursuant to this Section 2.2 1.2 will not be deemed to be affected by Title Defects or be subject to adjustments under Section 2.11.1.

Preferential Purchase Rights; Required Consents. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller CELLC shall provide any required notifications of under a PURCHASE AND SALE AGREEMENT 15 preferential purchase right, right of first refusal or other agreement which gives a Third Party a right to purchase a Real Property Interest or Well (or any part thereof) (“PPR”), requesting waivers thereof, in connection with the transactions contemplated hereby and otherwise in material compliance with the contractual provisions applicable to such PPRhereby. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller will CELLC shall send letters seeking (a) the SUSA consents, agreements and waivers described in Sections 6.4 and 7.5 and (b) all applicable Required ConsentsConsents and all other Third Party consents that are required to be obtained prior to the assignment of a Real Property Interest, but excluding Customary Post-Closing Consents. The Seller will Sellers shall thereafter use their commercially reasonable efforts (at no cost to the SellerSellers) to ensure PURCHASE AND SALE AGREEMENT 24 that all such waivers and consents are promptly granted, and after Closing, the Buyer will reasonably assist shall provide any reasonable assistance requested by the Seller in obtaining any Sellers to ensure that such remaining waivers and consentsconsents are promptly granted. 2.2.1 If, as of the Closing Date, (i) a holder of a PPR has notified the a Seller that it elects to exercise its PPR with respect to the Properties (or portions thereof) Property to which its PPR applies (determined by and in accordance with the agreement under which the PPR arises), or (ii) no waiver, consent or exercise notice has been received by then the Seller from the holder of a PPR but the time for exercising such PPR has not expired, then in each such case the Properties (or portions thereof) Property covered by the applicable that PPR will not be sold to the Buyer (subject to the remaining provisions in this Section 2.2), and the Purchase Price will be reduced by the Allocated Value of the Properties (or portions thereof) Property subject to such PPR. If, as of the Closing Date, the PPR has not been exercised or waived and the time for exercising such PPR has not expired, the Property covered by that PPR will be sold to the Buyer at the Closing subject to any rights of the holder of the PPR, and no adjustment to the Purchase Price will be made with respect thereto. In the event the holder of any such PPR thereafter exercises such PPR, the Buyer will comply with all of the terms thereof and convey the applicable Property to the holder of the PPR, or to the respective Seller for conveyance to the holder of the PPR, as may be required by the terms of the PPR, the Purchase Price will be reduced by the Allocated Value of such Property, and such Seller will be entitled to the proceeds paid by such holder with respect thereto. If, as of the Closing Date, a holder of a Required Consent has not yet delivered such Required ConsentConsent and the time for granting such consent has not expired, then the Properties (or portions thereof) Property covered by that Required Consent (i) will not be conveyed to the Buyer at Closing but shall still be considered part of the Properties in accordance with the provisions of Section 2.2.2, (ii) adjustments to the Purchase Price with respect to such Property will still be made pursuant to Sections 2.5 and 2.6 with respect to such Property, and (iii) the Purchase Price will not be reduced as a result of such non-conveyance. 2.2.2 If Properties (or portions thereof) have been excluded from the Properties sold to the Buyer at the Closing (i) due to a pre-Closing exercise of a PPR, and if for any reason the purchase and sale of such the Properties covered by the PPR is not or cannot be consummated with the holder of such the PPR that exercised such PPR and the Seller is thereby permitted to transfer such Properties (or portions thereof) to the Buyer pursuant to the terms of such PPR, or (ii) due to the Seller having not received a waiver, consent or exercise notice from the holder of a PPR and the time for exercising such PPR had not expired as of the Closing Date, and if the Seller subsequently receives such a waiver or consent, or if the Seller does not receive an exercise notice from the holder of the PPR with in the period for exercising such its PPR, then in each such case the respective Seller shall so notify the Buyer and, within ten (10) Business Days after the Buyer’s receipt of such notice, the such Seller shall sell, assign, and convey to the Buyer Buyer, and the Buyer shall purchase and accept from the Seller such Seller, such Properties pursuant to the terms of this PURCHASE AND SALE AGREEMENT 16 Agreement and for the Allocated Value of such Properties, subject to adjustments in accordance with Sections 2.5 and 2.6. If Properties (or portions thereof) have been excluded from the Properties conveyed sold to the Buyer at the Closing due to the Seller having not received a failure to obtain a Required Consent as of the Closing Date in accordance with Section 2.2.1, and if the a Required Consent has been received or deemed received pursuant to the terms of the underlying agreement on or before the date one (1) year anniversary of after the Closing Date, then in each such case the respective Seller shall so notify the Buyer and, within ten (10) Business Days after the Buyer’s PURCHASE AND SALE AGREEMENT 25 receipt of such notice, the such Seller shall assign and convey to the Buyer Buyer, and the Buyer shall accept from the Seller such Seller, such Properties pursuant to the terms of this Agreement. As between the Buyer and the a Seller, with respect to any Property for which a Required Consent has not been obtained by the Closing, (a) the such Seller shall hold such Property as nominee for the Buyer, effective as of the Effective Time, (b) the Buyer shall pay any costs and expenses associated with that Property, and (c) the such Seller shall pay the Buyer any revenues received by the such Seller that are associated with such Property for time periods from and after the Effective Time. If any Required Consent has not been received or deemed received on or before the date one (1) year anniversary of after the Closing Date, then the respective Seller shall no longer hold such Property (a “Nonconsented Interest”) as nominee for the Buyer, and each Party the Buyer and such Seller shall repay to the other Party any amounts previously paid hereunder in respect of the PropertyNonconsented Interest (including the Allocated Value and all other amounts of any adjustments pursuant to Sections 2.5 and 2.6 with respect to such Nonconsented Interest), and such Property Nonconsented Interest will be deemed not to have been conveyed to by the Buyer hereunder and shall be an Excluded Asset. From the Closing until the date of conveyance (or until the one year anniversary, if not to be conveyed pursuant to this Section 2.2.2 due to expiration of such period), with respect to those Properties not conveyed at Closing solely pursuant to Section 2.2.1 and which Seller continues thereafter to operate, Seller will continue to conduct its operations with respect to such Properties consistent with the provisions of Section 5.2, subject to the caveats and liability limitations contained therein. 2.2.3 Properties excluded pursuant to this Section 2.2 will not be deemed to be affected by Title Defects or be subject to Section 2.1.