Common use of Removal of Operator Clause in Contracts

Removal of Operator. (A) Subject to Article 4.11, Operator shall be removed upon receipt of notice from any Non-Operator if: (1) Operator becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors; (2) an order is made by a court or an effective resolution is passed for the reorganization under any bankruptcy law, dissolution, liquidation, or winding up of Operator; (3) a receiver is appointed for a substantial part of Operator’s assets; or (4) Operator dissolves, liquidates, is wound up, or otherwise terminates its existence. (B) Subject to Article 4.11, Operator may be removed by the decision of the Non-Operators if Operator has committed a material breach of this Agreement and has either failed to commence to cure that breach within thirty (30) Days after receipt of a notice from Non-Operators detailing the alleged breach or failed to diligently pursue the cure to completion. Any decision of Non-Operators to give notice of breach to Operator or to remove Operator under this Article 4.10(B) shall be made by an affirmative vote of two (2) or more Parties (not being Affiliates of Operator) representing Participating Interests of more than fifty one percent (51%) of the total of such Non-Operator Parties' Participating Interests, provided that at least two of the Parties are not Affiliates of each other. (C) If Operator together with any Affiliates of Operator is or becomes the holder of a Participating Interest of less than five percent (5%), then Operator shall be required to promptly notify the other Parties. The Operating Committee shall then vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11. (D) If there is a direct or indirect change in Control of Operator (other than a transfer of Control to an Affiliate of Operator), Operator shall be required to promptly notify the other Parties. The Operating Committee shall vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11. (E) Subject to Article 4.11, Operator may be removed at any time without cause by the affirmative vote of two (2) or more of the total number of Non-Operators holding a combined Participating Interest of at least fifty one percent (51%), provided that at least two of the Parties are not Affiliates of each other.

Removal of Operator. (A) Subject to Article 4.11, Operator shall be removed upon receipt of notice from any Non-Operator if: (1) Operator becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors; (2) an An order is made by a court or an effective resolution is passed for the reorganization under any bankruptcy law, dissolution, liquidation, or winding up of Operator; (3) a receiver is appointed for a substantial part of Operator’s assets; or (42) Operator dissolves, liquidates, is wound up, or otherwise terminates its existence; (3) Operator becomes insolvent, bankrupt or makes an assignment for the benefit of creditors; or (4) A receiver is appointed for a substantial part of Operator assets. (B) Subject to Article 4.11, Operator may be removed by the decision of the Non-Operators if Operator has committed a material breach of this Agreement and has either failed to commence to cure that breach within thirty (30) Days after of receipt of a notice from Non-Operators detailing the alleged breach or failed to diligently pursue the cure to completion. Any decision of Non-Operators to give notice of breach to Operator or to remove Operator under this Article 4.10(B) shall be made by an affirmative vote of two (2) or more Parties (not being Affiliates Non-Operators holding a combined Participating Interest of Operator) representing Participating Interests of more than fifty one at least sixty seven percent (5167%) of the total Participating Interests of such the Non-Operator Parties' Participating Interests, provided that at least two of the Parties are not Affiliates of each otherOperators. (C) If Operator together with any Affiliates Affiliate of Operator is or becomes the holder of a Participating Interest of less than five percent ten per cent (510%), then then, provided that there is a Non-Operator acceptable to the Government, and to GNPC, as successor Operator which together with its Affiliates at that time holds a Participating Interest of not less than twenty percent (20%), Operator shall be required to promptly notify the other Parties. The Operating Committee shall then vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11. (D) If there is a direct or indirect change in Control of Operator (other than a transfer of Control to an Affiliate of Operator), Operator shall be required to promptly notify the other Parties. The Operating Committee shall vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11. (E) Subject to Article 4.11, Operator may be removed at any time without cause by the affirmative vote of two (2) or more of the total number of Non-Operators holding a combined Participating Interest of at least fifty one percent (51%), provided that at least two of the Parties are not Affiliates of each other.

Removal of Operator. (A) Subject to Article 4.11, Operator shall be removed upon receipt of notice from any Non-Operator if: (1) Operator becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors; (2) an order is made by a court or an effective resolution is passed for the reorganization under any bankruptcy law, dissolution, liquidation, or winding up of Operator; (3) a receiver is appointed for a substantial part of Operator’s assets; or (4) Operator dissolves, liquidates, is wound up, or otherwise terminates its existence. (B) Subject to Article 4.11, Operator may be removed by the decision of the Non-Operators if Operator has committed a material breach of this Agreement and has either failed to commence to cure that breach within thirty (30) Days after of receipt of a notice from Non-Operators detailing the alleged breach or failed to diligently pursue the cure to completion. Any decision of Non-Operators to give notice of breach to Operator or to remove Operator under this Article 4.10(B) shall be made by an affirmative vote of two (2) or more Parties (not being Affiliates of Operator) representing Participating Interests of more than fifty one percent (51%) of the total number of Non-Operators holding a combined Participating Interest of at least twenty-five percent (25%). However, if Operator disputes such alleged commission of or failure to cure a material breach and dispute resolution proceedings are initiated pursuant to Article 18.2 in relation to such breach, then Operator shall remain appointed and no successor Operator may be appointed pending the conclusion or abandonment of such Non-Operator Parties' Participating Interestsproceedings, provided that at least two subject to the terms of the Parties are not Affiliates Article 8.3 with respect to Operator’s breach of each otherits payment obligations. (C) If Operator together with any Affiliates of Operator is or becomes the holder of a Participating Interest of less than twenty-five percent (525%), then Operator shall be required to promptly notify the other Parties. The Operating Committee shall then vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11. (D) If there is a direct or indirect change in Control of Operator (other than a transfer of Control to an Affiliate of Operator), Operator shall be required to promptly notify the other Parties. The Operating Committee shall vote pursuant to Article 5.9 within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11. (E) Subject to Article 4.11, Operator may be removed at any time without cause by the affirmative vote of two (2) or more of the total number of Non-Operators holding a combined Participating Interest of at least fifty one percent (51%), provided that at least two of the Parties are not Affiliates of each other.

Removal of Operator. (A) Subject to Article Section 4.11, Operator shall be removed upon receipt of notice from any Non-Operator if: (1) Operator becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors; (2) an An order is made by a court or an effective resolution is passed for the reorganization under any bankruptcy law, dissolution, liquidation, or winding up of Operator; (3) a receiver is appointed for a substantial part of Operator’s assets; or (42) Operator dissolves, liquidates, is wound up, or otherwise terminates its existence; (3) Operator becomes insolvent, bankrupt, or makes an assignment for the benefit of creditors; or (4) A receiver is appointed for a substantial part of Operator's assets. If the removal of Operator is prevented by any applicable bankruptcy law, but Operator or any trustee acting on behalf of Operator properly elects under that law to reject or avoid all or any part of this Agreement, Operator shall be deemed to have resigned without any further action being required on the part of the Non-Operators. (B) Subject to Article Section 4.11, Operator may be removed by the decision of the Non-Operators Working Interest Parties if Operator has committed a material breach of this Agreement and has either failed to commence to cure that such breach within thirty (30) Days after of receipt of a notice from Non-Operators Working Interest Parties detailing the alleged breach or failed to diligently pursue the cure to completion. Any decision of Non-Operators Working Interest Parties to give notice of breach to Operator or to remove Operator under this Article Section 4.10(B) shall be made by an affirmative vote of all Working Interest Parties, excluding any Affiliates of Operator, provided that there are at least two (2) or more Parties (not being Affiliates of Operator) representing Participating Interests of more than fifty one percent (51%) of the total of such Non-Operator Affiliated Working Interest Parties' Participating Interests, provided that at least two of the Parties are not Affiliates of each other. (C) If Operator together with any Affiliates Affiliate of Operator is or becomes the holder of a Participating Interest of less than five twenty percent (520%), then Operator shall be required to promptly notify the other Parties. The Operating Committee shall then vote within thirty twenty (3020) Days of such notification on whether or not a successor Operator should be named pursuant to Article Section 4.11. (D) If there is a direct or indirect change in Control of Operator (other than a transfer of Control to an Affiliate of Operator), Operator shall be required to promptly notify the other Parties. The Operating Committee shall vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11. (E) Subject to Article 4.11, Operator may be removed at any time without cause by the affirmative vote of two (2) or more of the total number of Non-Operators holding a combined Participating Interest of at least fifty one percent (51%), provided that at least two of the Parties are not Affiliates of each other.

Removal of Operator. (Aa) Subject to Article Clause 4.11, Operator shall be removed upon receipt of notice from any Non-Operator if: (1) Operator becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors; (2i) an order is made by a court or an effective resolution is passed for the reorganization reorganisation under any bankruptcy law, dissolution, liquidation, or winding up of Operator; (3) a receiver is appointed for a substantial part of Operator’s assets; or (4ii) Operator dissolves, liquidates, is wound up, or otherwise terminates its existence; (iii) Operator becomes insolvent, bankrupt or makes an assignment for the benefit of creditors; or (iv) a receiver is appointed for a substantial part of Operator’s assets. (Bb) Subject to Article Clause 4.11, Operator may be removed by the decision of all the Non-Operators if Operator has committed a material breach of this Agreement and has either failed to commence to cure that breach within thirty (30) Days after of receipt of a notice from Non-Operators detailing the alleged breach or failed to diligently pursue the cure to completion. Any decision of Non-Operators to give notice of breach to Operator or to remove Operator under this Article 4.10(B) shall be made by an affirmative vote of two (2) or more Parties (not being Affiliates of Operator) representing Participating Interests of more than fifty one percent (51%) of the total of such Non-Operator Parties' Participating Interests, provided that at least two of the Parties are not Affiliates of each other. (Cc) If Operator together with any Affiliates Affiliate of Operator is or becomes the holder of a Participating Interest of less than five twenty percent (520%)) or less, then Operator shall be required to promptly notify the other Parties. The Operating Committee Operations Management Board shall then vote within thirty sixty (3060) Days of such notification on whether or not a successor Operator should be named pursuant to Article Clause 4.11. (Dd) If there is a direct or indirect change in Control control of Operator (other than a transfer of Control control to an Affiliate of Operator), Operator shall be required to promptly notify the other Parties. The Operating Committee Operations Management Board shall vote within thirty sixty (3060) Days of such notification on whether or not a successor Operator should be named pursuant to Article Clause 4.11. . For purposes of this Clause 4.10 (E) Subject to Article 4.11d), Operator may be removed at any time without cause by control means the affirmative vote ownership directly or indirectly of two fifty percent (250%) or more of the total number of Non-Operators holding a combined Participating Interest of at least fifty one percent (51%), provided that at least two of the Parties are not Affiliates of each othervoting rights in Operator.

Removal of Operator. (A) Subject to Article 4.114,11, Operator shall be removed upon receipt of notice from any Non-Operator if: (1) Operator becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors; (2) an An order is made by a court or an effective resolution is passed for the reorganization under any bankruptcy law, dissolution, liquidation, or winding up of Operator; (3) a receiver is appointed for a substantial part of Operator’s assets; or (42) Operator dissolves, liquidates, is wound up, or otherwise terminates its existence; (3) Operator becomes insolvent, bankrupt or makes an assignment for the benefit of creditors; or (4) A receiver is appointed for a substantial part of Operator’s assets. (B) Subject to Article 4.11, Operator may be removed by the decision of the Non-Operators if Operator has committed a material breach of this Agreement and has either failed to commence to cure that breach within thirty (30) Days after of receipt of a notice from Non-Operators detailing the alleged breach or failed to diligently pursue the cure to completion. Any decision of Non-Operators to give notice of breach to Operator or to remove Operator under this Article 4.10(B) shall be made by an affirmative vote of two (2) or more Parties (not being Affiliates Non-Operators holding a combined Participating Interest of Operator) representing Participating Interests of more than fifty one at least sixty seven percent (5167%) of the total of such Non-Operator Parties' Participating Interests, provided that at least two of the Parties are not Affiliates of each other). (C) If Operator together with any Affiliates Affiliate of Operator is or becomes the holder of a Participating Interest of less than five ten percent (510%), then Operator shall be required to promptly notify the other Parties. The Operating Committee shall then vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11. (D) If there is a direct or indirect change in Control of Operator (other than a transfer of Control to an Affiliate of Operator), Operator shall be required to promptly notify the other Parties. The Operating Committee shall vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11. (E) Subject to Article 4.11, Operator may be removed at any time without cause by the affirmative vote of two (2) or more of the total number of Non-Operators holding a combined Participating Interest of at least fifty one percent (51%), provided that at least two of the Parties are not Affiliates of each other.

Removal of Operator. (Aa) Subject to Article clause 4.11, Operator shall be removed upon receipt of notice from any Non-Operator if: (1i) (A) Operator becomes insolvent or bankrupt, (B) is subject to threatened or actual insolvency proceedings or (C) makes an assignment for the benefit of creditors; (2ii) an order is made by a court or an effective resolution is passed for the reorganization under any bankruptcy law, dissolution, liquidation, or winding up of Operator; (3iii) a receiver is appointed for a substantial part of Operator’s assets; or (4iv) Operator dissolves, liquidates, is wound up, or otherwise terminates its existence. (Bb) Subject to Article clause 4.11, Operator may be removed by the decision of the Non-Operators if Operator has committed a material breach of this Agreement and has either failed to commence to cure that breach within thirty (30) Days after of receipt of a notice from Non-Operators detailing the alleged breach or failed to diligently pursue the cure to completion. Any decision of Non-Operators to give notice of breach to Operator or to remove Operator under this Article 4.10(Bclause 4.10(b) shall be made by an affirmative vote of two (2) or more Parties (not being Affiliates of Operator) representing Participating Interests of more than fifty one at least sixty-six and two-thirds percent (5166 2/3%) of the total Participating Interests held by the Non-Operators. However, if Operator disputes such alleged commission of or failure to cure a material breach and dispute resolution proceedings are initiated pursuant to clause 18.2 in relation to such breach, then Operator shall remain appointed and no successor Operator may be appointed pending the conclusion or abandonment of such Non-Operator Parties' Participating Interestsproceedings, provided that at least two subject to the terms of the Parties are not Affiliates clause 8.3 with respect to Operator’s breach of each otherits payment obligations. (Cc) If Operator together with any Affiliates of Operator is or becomes the holder of a Participating Interest of less than five twenty percent (520%), then Operator shall be required to promptly notify the other Parties. The Operating Committee shall then vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article clause 4.11. (Dd) If there is a direct or indirect change Change in Control of Operator (other than a transfer of Control to an Affiliate of Operator), Operator shall be required to promptly notify the other Parties. The Operating Committee Parties shall vote within thirty fourteen (3014) Days of such notification on whether or not Operator should be removed and a successor Operator should be named pursuant to Article clause 4.11. An affirmative vote of Non-Operators holding a combined Participating Interest of at least fifty one percent (51%) of the Participating Interest held by all of the Non-Operators shall be required to remove Operator pursuant to this clause. (Ee) Subject to Article clause 4.11, Operator may be removed at any time without cause by the affirmative vote of two (2) or more of the total number of Non-Operators (excluding Affiliates of the Operator), holding at least eighty five percent (85%) of the combined Participating Interest of such Non-Operators, provided that the Non-Operators hold a combined Participating Interest of at least fifty one percent (51%)) of the Participating Interest held by all of the Parties. (f) Subject to clause 4.11, provided Operator may be removed by the decision of the Non-Operators, as set out below, if: (i) Operator has admitted allegations made by a government authority concerning operations and/or activities under this Agreement that Operator or its Affiliates or their directors, officers, employees or personnel have violated Anti-Bribery Laws and Obligations applicable to Operator; (ii) It has been finally adjudicated that Operator or its Affiliates or their directors, officers, employees or personnel have violated Anti-Bribery Laws and Obligations applicable to Operator concerning operations and/or activities under this Agreement; or (iii) Operator has been finally determined in arbitration to have materially breached its warranty and/or covenant set out in clause 19.1, based on Operator’s settlement of claims (without admission of allegations) made by a government authority concerning operations and/or activities under this Agreement that Operator or its Affiliates or their directors, officers, employees or personnel have violated Anti-Bribery Laws and Obligations applicable to Operator; and the Non-Operators determine such admission, adjudication or breach was a material breach of this Agreement. Any decision of Non-Operators to give notice of breach to Operator or to remove Operator under this clause 4.10(f) shall be made by an affirmative vote of at least two sixty-six and two-thirds percent (66 2/3%) of the Parties are not Participating Interests held by the Non-Operators (excluding any Affiliates of each otherthe Non-Operators). However, if Operator disputes such alleged commission of or failure to cure a material breach and Dispute resolution proceedings are initiated under clause 18.2 concerning such breach, then Operator shall remain appointed and no successor Operator may be appointed pending the conclusion or abandonment of such proceedings, subject to the terms of clause 8.3 with respect to Operator’s breach of its payment obligations.

Removal of Operator. (A) Subject to Article 4.11, Operator shall be removed upon receipt of notice from any Non-Operator if: (1) Operator becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors;; or (2) an order is made by a court or an effective resolution is passed for the reorganization under any bankruptcy law, dissolution, liquidation, or winding up of Operator;; or (3) a receiver is appointed for a substantial part of Operator’s 's assets; or (4) Operator dissolves, liquidates, is wound up, or otherwise terminates its existence; or (5) the Kurdistan Regional Government of Iraq states in writing that the Operator is not acceptable to it as a party to act as "Operator" under the Contract; or (6) a senior manager of Operator is changed without first obtaining the approval of each Non-Operator holding a Participating Interest of thirty percent (30%) or more and replaced by a person who is not acceptable to at least one (1) such Non-Operator. (B) Subject to Article 4.11, Operator may be removed by the decision of the Non-Operators if Operator has committed a material breach of this Agreement and has either failed to commence to cure that breach within thirty (30) Days after of receipt of a notice from Non-Operators detailing the alleged breach or failed to diligently pursue the cure to completion. Any decision of Non-Operators to give notice of breach to Operator or to remove Operator under this Article 4.10(B) shall be made by an affirmative vote of two one (21) or more Parties (not being Affiliates of Operator) representing Participating Interests of more than fifty one percent (51%) of the total number of Non-Operators holding a combined Participating Interest of at least forty percent (40%). However, if Operator disputes such alleged commission of or failure to cure a material breach and dispute resolution proceedings are initiated pursuant to Article 18.2 in relation to such breach, then Operator shall remain appointed and no successor Operator may be appointed pending the conclusion or abandonment of such Non-Operator Parties' Participating Interestsproceedings, provided that at least two subject to the terms of the Parties are Article 8.3 with respect to Operator's breach of its payment obligations. Check Paragraph (C), if desired. Renumber following paragraphs if Paragraph (C) is not Affiliates of each other.selected. [X] OPTIONAL PROVISION (C) If Operator together with any Affiliates of Operator is or becomes the holder of a Participating Interest of less than five thirty percent (530%), then Operator shall be required to promptly notify the other Parties. The Operating Committee shall then vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11.. Check Paragraph (D), if desired. Renumber following paragraph if Paragraph (D) is not selected. [X] OPTIONAL PROVISION (D) If there is a direct or indirect change Change in Control of Operator (other than a transfer of Control to an Affiliate of Operator), Operator shall be required to promptly notify the other Parties. The Operating Committee shall vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11.. Check Paragraph (E), if desired. [X] OPTIONAL PROVISION (E) Subject to Article 4.11, Operator may be removed at any time without cause by the affirmative vote of two one (21) or more of the total number of Non-Operators holding a combined Participating Interest of at least fifty one sixty percent (5160%), upon such Non-Operators giving one hundred and eighty (180) days prior written notice to Operator. (F) If actual expenses for the prior calendar year exceed by 10% the Budget for the annual Work Program approved by the Joint Steering Committee under the Contract (as it may be amended from time to time pursuant to its terms), then, provided that at least two the prior written approval of the Parties are Operating Committee has not Affiliates of each other.been obtained by Operator with respect to such excess expenditures, the Operating Committee may by ninety (90) days prior written notice remove the Operator

Removal of Operator. (A) Subject to Article 4.11, Operator shall be removed upon receipt of notice from any Non-Operator if: (1) Operator becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors; (2) an order is made by a court or an effective resolution is passed for the reorganization under any bankruptcy law, dissolution, liquidation, or winding up of Operator; (3) a receiver is appointed for a substantial part of Operator’s assets; or (4) Operator dissolves, liquidates, is wound up, or otherwise terminates its existence. (B) Subject to Article 4.11, Operator may be removed by the decision of the Non-Operators if Operator has committed a material breach of this Agreement and has either failed to commence to cure that breach within thirty (30) Days after of receipt of a notice from Non-Operators detailing the alleged breach or failed to diligently pursue the cure to completion. Any decision of Non-Operators to give notice of breach to Operator or to remove Operator under this Article 4.10(B) shall be made by an affirmative vote of two (2) or more Parties (not being Affiliates of Operator) representing Participating Interests of more than fifty one percent (51%) of the total of such Non-Operator Parties' Participating Interests, provided that at least two of the Parties are not Affiliates of each other. (C) If Operator together with any Affiliates of Operator is or becomes the holder of a Participating Interest of less than five percent (5%), then Operator shall be required to promptly notify the other Parties. The Operating Committee shall then vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11. (D) If there is a direct or indirect change in Control of Operator (other than a transfer of Control to an Affiliate of Operator), Operator shall be required to promptly notify the other Parties. The Operating Committee shall vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11. (E) Subject to Article 4.11, Operator may be removed at any time without cause by the affirmative vote of two (2) or more of the total number of Non-Operators holding a combined Participating Interest of at least fifty fifty-one percent (51%). However if Operator disputes such alleged commission of or failure to cure a material breach and dispute resolution proceeds are initiated pursuant to Article 18.2 in relation to such breach, provided that at least two then Operator shall remain appointed and no successor Operator may be appointed pending the conclusion or abandonment of such proceedings, subject to the terms of Article 8.3 with respect to Operator’s breach of its payment obligations. In any such proceeding, the Non-Operators will advance all costs and expenses of Operator (including reasonable fees and costs of legal counsel selected by Operator) to cover the entirety of such proceedings. Only if the Non-Operators prevail (meaning the allegations of breach and failure to cure are proven and Operator is rightfully removed by binding decision of the Parties are not Affiliates Arbitrator) will Operator be required to refund such advances within thirty (30) Days following conclusion of each otherthe proceedings and receipt of the arbitral award.

Removal of Operator. (A) Subject to Article 4.11, Operator shall be removed upon receipt of notice from any Non-Operator if: (1) Operator becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors; (2) an An order is made by a court or an effective resolution is passed for the reorganization under any bankruptcy law, dissolution, liquidation, or winding up or reorganization by creditors of Operator; (2) Operator dissolves, liquidates or terminates its corporate existence; 3) a Operator becomes insolvent, bankrupt o r makes an assignment for the benefit of creditors; or 4) A receiver is appointed for a substantial part of Operator’s 's assets; or (4) Operator dissolves, liquidates, is wound up, or otherwise terminates its existence. (B) Subject to Article 4.11, Operator may be removed by the decision of the Non-Operators if Operator has committed a material breach of this Agreement and has either failed to commence to cure that rectify the breach within thirty (30) Days after of receipt of a notice from Non-Operators detailing the alleged breach or failed to diligently pursue the cure such activities to completion. Any decision of Non-Operators to give notice of breach to Operator or to remove Operator under this Article 4.10(B) shall be made by an affirmative the unanimous vote of two (2) or more Parties (not being Affiliates of Operator) representing Participating Interests of more than fifty one percent (51%) of the total of such all Non-Operator Parties' Participating Interests, provided that at least two of the Parties are not Affiliates of each otherOperators. (C) If Operator together with any Affiliates Affiliate of Operator is or becomes the holder of a Participating Interest of less than five twenty percent (520%), then Operator shall be required to promptly notify the other Parties. The Operating Committee shall then vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11. (D) If there is a direct or indirect change in Control control of Operator (other than a transfer of Control control to an Affiliate of Operator), Operator shall be required to promptly notify the other Parties. Upon a Non-Operator's inquiry in respect of a change of control, Operator shall reply within ten (10) Days of receipt of such inquiry or of such change of control. The Operating Committee shall vote within thirty (30) Days of receipt of such notification notice or reply from Operator on whether or not a successor Operator should be named appointed pursuant to Article 4.114. (E) Subject to Article 4.11, Operator may be removed at any time without cause by the affirmative vote of two (2) or more of the total number of Non-Operators holding a combined Participating Interest of at least fifty one percent (51%), provided that at least two of the Parties are not Affiliates of each other.

Removal of Operator. (Aa) Subject to Article 4.114.6, compliance with the Lease and receipt of applicable Government approval, the Operator shall be removed upon receipt of notice from any Non-Operator if: (1) Operator becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors; (2i) an order is made by a court or an effective resolution is passed for the reorganization under any bankruptcy law, dissolution, liquidation, liquidation or winding up of the Operator; (3ii) a receiver is appointed for a substantial part of Operator’s assets; or (4) the Operator dissolves, liquidates, is wound up, or otherwise terminates its existence; (iii) the Operator becomes insolvent, bankrupt or makes an assignment for the benefit of creditors; or (iv) a receiver is appointed for a substantial part of the Operator’s assets and undertaking. (Bb) Subject to Article 4.114.6, the Operator may be removed by the decision of the Non-Operators or the Service Provider if the Operator has committed a material breach of this Agreement and has either failed to commence to cure that breach within thirty (30) Days after of receipt of a notice from the Non-Operators or the Service Provider detailing the alleged breach or failed to diligently pursue the cure to completion. Any decision of Non-Operators or Service Provider to give notice of breach to Operator or to remove Operator under this Article 4.10(B4.5(B) shall be made by an the affirmative vote of two (2) or more Parties (not being Affiliates of Operator) representing Participating Interests of more than fifty one at least sixty-seven percent (5167%) of the total Voting Interest of such the Service Provider and Non-Operator Parties' Participating Interests, provided that at least two of the Parties are not Affiliates of each otherOperators. (Cc) If Operator together with any Affiliates Affiliate of Operator is or becomes the holder of a Participating Interest of less than five percent twenty per cent (520%), then Operator shall be required to promptly notify the other Parties. The Operating Committee shall then vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.114.6. (Dd) If there is a direct or indirect change in Control control of Operator (other than a transfer of Control control to an Affiliate of Operator), Operator shall be required to promptly notify the other Parties. The Operating Committee shall vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11. 4.6. For purposes of this Article 4.5(c), control means the ownership directly or indirectly of more than forty per cent (E40%) Subject to Article 4.11, Operator may be removed at any time without cause by the affirmative vote of two (2) or more of the total number of Non-Operators holding a combined Participating Interest of at least fifty one percent (51%), provided that at least two of the Parties are not Affiliates of each othervoting rights in Operator.

Removal of Operator. (A) Subject to Article 4.11, the Operator shall be removed upon receipt of notice from any Non-Operator if: (1) Any action is initiated by the Operator or any other person to dissolve, liquidate, wind-up or otherwise terminate its corporate existence; (2) The Operator becomes insolvent or bankruptinsolvent, bankrupt or makes an assignment for the benefit of creditors; (23) an order is made by a court or an effective resolution is passed for the reorganization under any bankruptcy law, dissolution, liquidation, or winding up of the Operator; (3) a receiver is appointed for a substantial part of Operator’s assets; or (4) Operator dissolves, liquidates, a receiver is wound upappointed for: (i) the Operator’s Participating Interest or any part thereof, or otherwise terminates (ii) a substantial part of the Operator’s assets whether or not such assets include its existenceParticipating Interest or any part thereof. (B) Subject to Article 4.11, the Operator may be removed by the unanimous decision of the Non-Operators if Operator has committed a material breach Material Breach of this Agreement and has either failed to commence to cure that breach within thirty (30) Days after of receipt of a notice from Non-Operators detailing the alleged breach or failed to diligently pursue the cure to completion. Any decision of the Non-Operators to give notice of breach to the Operator or to remove the Operator under this Article 4.10(B) shall be made by an a unanimous affirmative vote of two the Non-Operators (2but excluding any Affiliate of the Operator) or more Parties (not being Affiliates where there is one other Party by the other Party to this Agreement. However, if the Operator disputes such alleged commission of Operator) representing Participating Interests of more than fifty one percent (51%) of or failure to cure a Material Breach and dispute resolution proceedings are initiated pursuant to Article 18.2 in relation to such breach, then the total Operator shall remain appointed and no successor to the Operator may be appointed pending the conclusion or abandonment of such Non-Operator Parties' Participating Interestsproceedings, provided that at least two subject to the terms of the Parties are not Affiliates Article 8.3 with respect to Operator’s breach of each otherits payment obligations. (C) If the Operator together with any Affiliates of the Operator is or becomes the holder of a Participating Interest of less than five forty percent (540%), then the Operator shall be required to promptly notify the other Parties. The Operating Committee Non-Operators shall then vote within thirty (30) Days of such notification on whether or not the Operator should be removed and a successor to the Operator should be named pursuant to under Article 4.11. (D) If there is a direct or indirect change in Control of the Operator (other than a transfer of Control to an Affiliate of the Operator), the Operator shall be required to promptly notify the other Parties. The Operating Committee shall vote within thirty (30) Days of such notification on whether or not a successor to the Operator should be named pursuant to Article 4.11. (E) Subject to Article 4.11, Operator may be removed at any time without cause by the affirmative vote of two (2) or more of the total number of Non-Operators holding a combined Participating Interest of at least fifty one percent (51%), provided that at least two of the Parties are not Affiliates of each other.

Removal of Operator. (A) Subject to Article 4.11, Operator shall be removed upon receipt of notice from any Non-Non- Operator if: (1) Any action is initiated by the Operator or any other person to dissolve, liquidate, wind-up or otherwise terminate its corporate existence; (2) Operator becomes insolvent or bankruptinsolvent, bankrupt or makes an assignment for the benefit of creditors; (23) an order is made by a court or an effective resolution is passed for the reorganization under any bankruptcy law, dissolution, liquidation, or winding up of Operator;; or (34) a receiver is appointed for for: (i) the Operator’s Participating Interest or any part thereof, or (ii) a substantial part of Operator’s assets; or (4) Operator dissolves, liquidates, is wound up, assets whether or otherwise terminates not such assets include its existenceParticipating Interest or any part thereof. (B) Subject to Article 4.11, Operator may be removed by the unanimous decision of the Non-Non- Operators if Operator has committed a material breach Material Breach of this Agreement and has either failed to commence to cure that breach within thirty (30) Days after of receipt of a notice from Non-Operators detailing the alleged breach or failed to diligently pursue the cure to completion. Any decision of Non-Operators to give notice of breach to Operator or to remove Operator under this Article 4.10(B) shall be made by an a unanimous affirmative vote of two the Non-Operators (2) or more Parties (not being Affiliates but excluding any Affiliate of Operator) representing Participating Interests or where there is one other Party by the other Party to this Agreement. However, if Operator disputes such alleged commission of more than fifty one percent (51%) of or failure to cure a Material Breach and dispute resolution proceedings are initiated pursuant to Article 18.2 in relation to such breach, then Operator shall remain appointed and no successor Operator may be appointed pending the total conclusion or abandonment of such Non-Operator Parties' Participating Interestsproceedings, provided that at least two subject to the terms of the Parties are not Affiliates Article 8.3 with respect to Operator’s breach of each otherits payment obligations. (C) If Operator together with any Affiliates of Operator is or becomes the holder of a Participating Interest of less than five [ ] percent (5( %), then Operator shall be required to promptly notify the other Parties. The Operating Committee Parties shall then vote within thirty (30[ ] ( ) Days of such notification on whether or not the Operator should be removed and a successor Operator should be named pursuant to under Article 4.11. (D) If there is a direct or indirect change in Control of Operator (other than a transfer of Control to an Affiliate of Operator), Operator shall be required to promptly notify the other Parties. The Operating Committee shall vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11. (E) Subject to Article 4.11, Operator may be removed at any time without cause by the affirmative vote of two (2) one or more of the total number of Non-Operators holding a combined an aggregate Participating Interest of at least fifty fifty-one percent (51%), provided that at least two ) by written notice of the Parties are not Affiliates Non-Operators to the Operator specifying the effective date of each othersuch removal.

Removal of Operator. (A) Subject to Article 4.11, Operator shall be removed upon receipt of notice from any Non-Operator if: (1) Operator becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors; (2) an An order is made by a court or an effective resolution is passed for the reorganization under any bankruptcy law, dissolution, liquidation, winding up, or winding up reorganization of Operator; (2) Operator dissolves, liquidates or terminates its corporate existence; (3) a Operator becomes insolvent, bankrupt or makes an assignment for the benefit of creditors; or (4) A receiver is appointed for a substantial part of Operator’s 's assets; or (4) Operator dissolves, liquidates, is wound up, or otherwise terminates its existence. (B) Subject to Article 4.11, Operator may be removed by the decision of the Non-Operators if Operator has committed a material breach of this Agreement and which Operator has either failed to commence to cure that breach rectify within thirty (30) Days after of receipt of a notice from Non-Operators detailing the alleged breach or failed to diligently pursue the cure to completionbreach. Any decision of Non-Operators to give notice of breach to Operator or to remove Operator under this Article 4.10(B) shall be made by an affirmative vote of two (2) or more Parties (not being Affiliates of Operator) representing Participating Interests of more than fifty one percent (51%) non- operators holding a combined 75% of the total of such NonParticipating Interest held by the non-Operator Parties' Participating Interests, provided that at least two of the Parties are not Affiliates of each otheroperators. (C) If Operator together with any Affiliates Affiliate of Operator is or becomes the holder of a Participating Interest of less than five percent (5%), then Operator shall be required to promptly notify the other Parties. The Operating Committee shall then vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11. (D) If there is a direct or indirect change in Control control of Operator (other than a transfer of Control control to an Affiliate of Operator), Operator shall be required to promptly notify the other Parties. The Operating Committee shall vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.114. (E) Subject to Article 4.11, Operator may be removed at any time without cause by the affirmative vote of two (2) or more of the total number of Non-Operators holding a combined Participating Interest of at least fifty one percent (51%), provided that at least two of the Parties are not Affiliates of each other.

Removal of Operator. (A) A. Subject to any legal rights of the Government to require otherwise and subject to Article 4.115.12, Operator shall be removed upon receipt by the Operator and the other Concessionaires of notice from any Non-Operator Concessionaire if: (1) : Operator becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors; (2) an ; An order is made by a court or an effective resolution is passed for the reorganization under any bankruptcy law, dissolution, liquidation, or winding up of Operator; (3) a ; A receiver is appointed for a substantial part of Operator’s assets; or (4) Operator dissolves, liquidates, is wound up, or otherwise voluntarily terminates its existence. ; or An assignment by the Operator results in the Operator holding less than the minimum Participating Interest of twentyfive percent (B25 %) required for an Operator pursuant to applicable law and the EPCC. Subject to Article 4.115.12, Operator may be removed by the decision of the Non-Operators Concessionaires if Operator has committed a material breach of the EPCC or this Agreement and has either failed to commence to cure that breach within thirty (30) Days after days of receipt of a notice from Nonnon-Operators operating Concessionaires detailing the alleged breach or failed to diligently pursue the cure to completion. Any decision of Non-Operators Concessionaires to give notice of breach to Operator or to remove Operator under this Article 4.10(B) provision shall be made by an affirmative vote of two one (21) or more Parties (not being Affiliates of the total number of Concessionaires other than the Operator) representing , holding a combined Participating Interests Interest of more than fifty at least fifty-one percent (51%) ). However, if Operator disputes such alleged commission of or failure to cure a material breach, then Operator shall remain appointed and no successor Operator may be appointed until the total conclusion of dispute resolution proceedings under Article 19.2 in relation to such Non-Operator Parties' Participating Interestsbreach, provided that at least two subject to the terms of the Parties are not Affiliates Article 9.3 with respect to Operator’s breach of each other. (C) its payment obligations. If Operator Operator, together with any Affiliates of Operator its Affiliated Companies, is or becomes the holder of a Participating Interest of less than twenty-five percent (525%), then Operator shall be required to promptly notify the other PartiesConcessionaires. The Operating Committee shall then vote within thirty (30) Days days of such notification on whether or not a successor Operator should be appointed pursuant to Article 5.12. If there is a direct or indirect change in Control of Operator, Operator shall be required to promptly notify the other Concessionaires. The Operating Committee shall vote within thirty (30) days of such notification on whether or not a successor Operator should be named pursuant to Article 4.115.12. (D) If there is a direct or indirect change in Control of Operator (other than a transfer of Control to an Affiliate of Operator), Operator shall be required to promptly notify the other Parties. The Operating Committee shall vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11. (E) Subject to Article 4.11, Operator may be removed at any time without cause by the affirmative vote of two (2) or more of the total number of Non-Operators holding a combined Participating Interest of at least fifty one percent (51%), provided that at least two of the Parties are not Affiliates of each other.

Removal of Operator. (A) Subject to Article 4.11, Operator shall be removed upon receipt of notice from any Non-Operator if: (1) Operator becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors; (2) an order is made by a court or an effective resolution is passed for the reorganization under any bankruptcy law, dissolution, liquidation, or winding up of Operator; (3) a receiver is appointed for a substantial part of Operator’s assets; or (4) Operator dissolves, liquidates, is wound up, or otherwise terminates its existence. (B) Subject to Article 4.11, Operator may be removed by the decision of the Non-Operators if Operator has committed a material breach of this Agreement and has either failed to commence to cure that breach within thirty (30) Days after of receipt of a notice from Non-Operators detailing the alleged breach or failed to diligently pursue the cure to completion. Any decision of Non-Operators to give notice of breach to Operator or to remove Operator under this Article 4.10(B) shall be made by an affirmative vote of two one (21) or more Parties (not being Affiliates of Operator) representing Participating Interests of more than fifty one percent (51%) of the total number of Non-Operators holding a combined Participating Interest of at least fifty and one-tenth percent (50.10%). However, if Operator disputes such alleged commission of or failure to cure a material breach and dispute or claim resolution proceedings are initiated in relation to such breach, then Operator shall remain appointed and no successor Operator may be appointed pending the conclusion or abandonment of such Non-Operator Parties' Participating Interestsproceedings, provided that at least two subject to the terms of the Parties are not Affiliates Article 7.3 with respect to Operator’s breach of each otherits payment obligations. (C) If Operator together with any Affiliates of Operator is or becomes the holder of a Participating Interest of less than forty-five percent (545%), then Operator shall be required to promptly notify the other Parties. The Operating Committee shall then vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11. (D) If there is a direct or indirect change in Control of Operator (other than a transfer of Control to an Affiliate of Operator), Operator shall be required to promptly notify the other Parties. The Operating Committee shall vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11. (E) Subject to Article 4.11, Operator may be removed at any time without cause by the affirmative vote of two one (21) or more of the total number of Non-Operators holding a combined Participating Interest of at least fifty and one tenth percent (5150.10%), provided that at least two of the Parties are not Affiliates of each other.