Common use of Rights and Duties of Operator Clause in Contracts

Rights and Duties of Operator. (A) Subject to the terms and conditions of this Agreement, Operator shall have all of the rights, functions and duties of Operator under the Contract and shall have exclusive charge of and shall conduct all Joint Operations. Operator may employ independent contractors and agents (which independent contractors and agents may include an Affiliate of Operator, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (B) In the conduct of Joint Operations Operator shall: (1) perform Joint Operations in accordance with the provisions of the Contract, Laws / Regulations and this Agreement, and the decisions of the Operating Committee not in conflict with this Agreement; (2) conduct all Joint Operations in a diligent, safe and efficient manner in accordance with such good and prudent petroleum industry practices and field conservation principles as are generally followed by the international petroleum industry under similar circumstances; (3) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject to Article 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (5) perform the duties for the Operating Committee set out in Article 5, and prepare and submit to the Operating Committee proposed Work Programs and Budgets and (if required) AFEs, as provided in Article 6; (6) acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (7) upon receipt of reasonable advance notice, permit the representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations with the right to observe all Joint Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure; (8) maintain the Contract in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry under similar circumstances. Operator shall pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and keep and maintain the Joint Property free from all liens, charges and encumbrances arising out of Joint Operations; (9) pay to the Government from the Joint Account, within the periods and in the manner prescribed by the Contract and Laws / Regulations, all periodic payments, royalties, taxes, fees and other payments pertaining to Joint Operations but excluding any taxes measured by the incomes of the Parties; (10) carry out the obligations of Operator pursuant to the Contract, including preparing and furnishing such reports, records and information as may be required pursuant to the Contract; (11) have, in accordance with any decisions of the Operating Committee, the right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any meetings with the Government with respect to such matters. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or matters not affecting the Parties; (12) in accordance with Article 9.3 and any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery; (13) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator personnel): (i) take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, report to Non-Operators the details of such event and any measures Operator has taken or plans to take in response thereto; (14) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (15) include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractors; and (c) require such contractors to take insurance required by Article 4.7(H).

Rights and Duties of Operator. (Aa) Subject to the terms and conditions of this Agreement, Operator Paltar shall have all of the rights, functions and duties of Operator under the Contract this Agreement and shall will have exclusive charge of and shall conduct all Joint OperationsOperations on the Permit Area under the overall direction of the Operating Committee. Operator Paltar may employ independent contractors and agents (which independent contractors and agents may include an Affiliate agents, including Related Bodies Corporate of OperatorPaltar, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (Bb) Paltar warrants and represents to Nation that the Permit and Paltar’s interest in the Permit is in good standing and is not subject to any breach, default or other circumstance that will or may result in the Permit being surrendered or cancelled or becoming subject to any Encumbrance. Paltar shall: (i) without limiting clause 5.1(c) and subject to applicable Government requirements, ensure that each Work Program and Budget consists of work to be performed on or for the benefit of the Permit Area; (ii) not grant, create or allow the grant or creation of any Encumbrance over Paltar’s interest in the Permit without the prior written consent of Nation; (iii) not sell, transfer, assign or otherwise dispose of Paltar’s interest in the Permit or part with possession of the Permit without the prior written consent of Nation; (iv) immediately notify Nation of any act, event, circumstance, correspondence, notice or other information (in any form and from whatever source) that may cause, or is relevant to, Paltar’s interest in the Permit becoming the subject of an Encumbrance or being surrendered or cancelled; and (v) take all steps as are necessary or appropriate to ensure that the application for, grant and transfer or issue of a Production Licence to Nation occurs as soon as practicable following a decision by Nation under clause 6.1(b). (c) In the conduct of Joint Operations Operator Operations, Paltar shall: (1i) perform Joint Operations in accordance with the provisions of the ContractPermit, Laws / Regulations and the Laws, this Agreement, Agreement and the decisions of the Operating Committee not in conflict with this AgreementCommittee; (2ii) conduct all Joint Operations in a diligent, safe and efficient manner in accordance with such good and prudent petroleum industry oil field practices and field conservation principles as are generally followed by the international petroleum industry under similar circumstances; (3iii) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject to Article 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (5) perform the duties for the Operating Committee set out in Article 5, and prepare and submit to the Operating Committee the proposed Work Programs and Budgets and (if required) AFEs, as provided in Article 6clause 5; (6iv) acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (7v) upon receipt of reasonable advance notice, permit the Nation’s representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations with the right to observe all Joint Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure;such Operations; 5 (8) maintain the Contract in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry under similar circumstances. Operator shall pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and keep and maintain the Joint Property free from all liens, charges and encumbrances arising out of Joint Operations; (9vi) pay to the Government from the Joint Account, within the periods and in the manner prescribed by the Contract and Laws / RegulationsLaws, all periodic payments, royalties, taxes, fees and other payments amounts pertaining to Joint Operations Operations, but excluding any taxes measured by the incomes of the Parties; (10vii) carry out the obligations of Operator Paltar pursuant to the ContractPermit, including including, but not limited to, preparing and furnishing such reports, records and information as may be required pursuant to the ContractPetroleum Act; (11viii) have, in accordance with any the decisions of the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any meetings with the Government with respect to such matters. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or matters not affecting the Parties; (12ix) act as the Parties’ representative in accordance respect of Native Title Rights and aboriginal heritage issues, negotiate and enter into agreements with Article 9.3 the parties to Native Title Claims, and any decisions in all other respects deal with issues of this kind as and when they arise, including the Operating Committee, assess (to recognition of Native Title Rights and the extent lawful) alternatives for the disposition settlement of Natural Gas from a DiscoveryNative Title Claims; (13x) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil petroleum release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator Paltar personnel): (i) take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, report to Non-Operators notify Nation of the details of such event emergency and any measures Operator it has taken or plans to take in response thereto; (14) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (15) include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractorsresponse; and (cxi) require such contractors do all other acts and things that are reasonably necessary or desirable to take insurance required by Article 4.7(H)fulfil its functions or are incidental to the above powers and duties.

Rights and Duties of Operator. (Aa) Subject to the terms and conditions of this Agreement, Operator Paltar shall have all of the rights, functions and duties of Operator under the Contract this Agreement and shall will have exclusive charge of and shall conduct all Joint OperationsOperations on the Nation Blocks under the overall direction of the Operating Committee. Operator Paltar may employ independent contractors and agents (which independent contractors and agents may include an Affiliate agents, including Related Bodies Corporate of OperatorPaltar, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (Bb) Paltar warrants and represents to Nation that the Permit and Paltar’s interest in the Permit is in good standing and is not subject to any breach, default or other circumstance that will or may result in the Permit being surrendered or cancelled or becoming subject to any Encumbrance. Paltar shall: (i) without limiting clause 5.1(c) and subject to applicable Government requirements, ensure that each Work Program and Budget consists of work to be performed on or for the benefit of the Nation Blocks; (ii) not grant, create or allow the grant or creation of any Encumbrance over Paltar’s interest in the Permit without the prior written consent of Nation; (iii) not sell, transfer, assign or otherwise dispose of Paltar’s interest in the Permit or part with possession of the Permit without the prior written consent of Nation; (iv) immediately notify Nation of any act, event, circumstance, correspondence, notice or other information (in any form and from whatever source) that may cause, or is relevant to, Paltar’s interest in the Permit becoming the subject of an Encumbrance or being surrendered or cancelled; and (v) take all steps as are necessary or appropriate to ensure that the application for, grant and transfer or issue of a Production Licence to Nation occurs as soon as practicable following a decision by Nation under clause 6.1(b). (c) In the conduct of Joint Operations Operator Operations, Paltar shall: (1i) perform Joint Operations in accordance with the provisions of the ContractPermit, Laws / Regulations and the Laws, this Agreement, Agreement and the decisions of the Operating Committee not in conflict with this AgreementCommittee; (2ii) conduct all Joint Operations in a diligent, safe and efficient manner in accordance with such good and prudent petroleum industry oil field practices and field conservation principles as are generally followed by the international petroleum industry under similar circumstances; (3iii) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject to Article 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (5) perform the duties for the Operating Committee set out in Article 5, and prepare and submit to the Operating Committee the proposed Work Programs and Budgets and (if required) AFEs, as provided in Article 6clause 5; (6iv) acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (7v) upon receipt of reasonable advance notice, permit the Nation’s representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations with the right to observe all Joint Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure; (8) maintain the Contract in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry under similar circumstances. Operator shall pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and keep and maintain the Joint Property free from all liens, charges and encumbrances arising out of Joint Operations; (9vi) pay to the Government from the Joint Account, within the periods and in the manner prescribed by the Contract and Laws / RegulationsLaws, all periodic payments, royalties, taxes, fees and other payments amounts pertaining to Joint Operations Operations, but excluding any taxes measured by the incomes of the Parties; (10vii) carry out the obligations of Operator Paltar pursuant to the ContractPermit, including including, but not limited to, preparing and furnishing such reports, records and information as may be required pursuant to the ContractPetroleum Act; (11viii) have, in accordance with any the decisions of the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any meetings with the Government with respect to such matters. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or matters not affecting the Parties; (12ix) act as the Parties’ representative in accordance respect of Native Title Rights and aboriginal heritage issues, negotiate and enter into agreements with Article 9.3 the parties to Native Title Claims, and any decisions in all other respects deal with issues of this kind as and when they arise, including the Operating Committee, assess (to recognition of Native Title Rights and the extent lawful) alternatives for the disposition settlement of Natural Gas from a DiscoveryNative Title Claims; (13x) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil petroleum release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator Paltar personnel): (i) take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, report to Non-Operators notify Nation of the details of such event emergency and any measures Operator it has taken or plans to take in response thereto; (14) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (15) include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractorsresponse; and (cxi) require such contractors do all other acts and things that are reasonably necessary or desirable to take insurance required by Article 4.7(H)fulfil its functions or are incidental to the above powers and duties.

Rights and Duties of Operator. (A) Subject to the terms and conditions of this Agreement, Operator shall have all of the rights, functions and duties of Operator under the Contract and shall have exclusive charge of and shall conduct all Joint Operations. Operator may employ independent contractors and agents (which independent contractors and agents may include an Affiliate of Operator, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (B) In the conduct of Joint Operations Operator shall: (1) perform Joint Operations in accordance with the provisions of the Contract, the Laws / Regulations and Regulations, this Agreement, and the decisions of the Operating Committee not in conflict with this Agreement; (2) conduct all Joint Operations in a diligent, safe and efficient manner in accordance with such good and prudent petroleum industry practices and field conservation principles as are generally followed by the international petroleum industry under similar circumstances; (3) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject to Article 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (5) perform the duties for the Operating Committee set out in Article 5, and prepare and submit to the Operating Committee proposed Work Programs and Budgets and (if required) AFEs, as provided in Article 6; (6) acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (7) upon receipt of reasonable advance notice, permit the representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations with the right to observe all Joint Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure; (8) undertake to maintain the Contract in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry under similar circumstances. Operator shall timely pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and use its reasonable endeavors to keep and maintain the Joint Property free from all liens, charges and encumbrances arising out of Joint Operations; (9) pay to the Government from for the Joint Account, within the periods and in the manner prescribed by the Contract and the Laws / Regulations, all periodic payments, royalties, taxes, fees and other payments pertaining to Joint Operations but excluding any taxes measured by the incomes of the Parties; (10) carry out the obligations of Operator pursuant to the Contract, including preparing and furnishing such reports, records and information as may be required pursuant to the Contract; (11) have, in accordance with any decisions of the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract and Joint Operations, including serving as the Contractor’s representatives on the Petroleum Operations Management Committee under Article 9 of the Contract. Operator shall notify the other Parties as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any meetings with the Government with respect to such matters, but only in the capacity of observers. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or matters not affecting the Parties; (12) in accordance with Article 9.3 and any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery; (13) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator personnel): (i) take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, report to Non-Operators the details of such event and any measures Operator has taken or plans to take in response thereto; (14) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (15) include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractors; and (c) require such contractors to take insurance required by Article 4.7(H).

Rights and Duties of Operator. (Aa) Subject to the terms and conditions of this Agreement, Operator shall have all of the rights, functions and duties of Operator under the Contract and shall have exclusive charge of and shall conduct all Joint Operations. Operator may employ independent contractors and and/or agents (which independent contractors and agents may include an Affiliate Affiliates of Operator, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (Bb) In the conduct of Joint Operations Operator shall: (1i) perform Joint Operations in accordance with the provisions of the Contract, Laws / Regulations and this Agreement, Agreement and the decisions instructions of the Operating Committee and Operations Management Board not in conflict with this Agreement; (2ii) conduct all Joint Operations in a diligent, safe and efficient manner in accordance with such good and prudent petroleum industry oil field practices and field conservation principles as are generally followed by the international International petroleum industry under similar circumstances; (3) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4iii) subject to Article Clause 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee Operations Management Board approval of specific accounting practices not in conflict with the Accounting Procedure; (5iv) perform the duties for the Operating Committee Operations Management Board set out in Article Clause 5, and prepare and submit to the Operating Committee Operations Management Board the proposed Work Programs and Programs, Budgets and (if required) AFEs, AFEs as provided in Article Clause 6; (6v) acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (7vi) upon receipt of reasonable advance notice, permit the representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations with the right to observe all such Joint Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure; (8) vii) maintain the Contract in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry under similar circumstanceseffect. Operator shall promptly pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and use its reasonable efforts to keep and maintain the Joint Property free from all liens, . charges and encumbrances arising out of Joint Operations; (9viii) pay to the Government State from the Joint Account, within the periods and in the manner prescribed by the Contract and Laws / Regulationsall applicable laws and regulations, all periodic payments, royalties, taxes, fees and other payments pertaining to Joint Operations Operations, but excluding any taxes measured by the incomes of the Parties; (10ix) carry out the obligations of Operator pursuant to the Contract, including including, but not limited to, preparing and furnishing such reports, records and information as may be required pursuant to the Contract; (11x) have, have in accordance with any the decisions of the Operating CommitteeOperations Management Board, the exclusive right and obligation to represent the Parties in all dealings with the Government State with respect to matters arising under the Contract and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any such meetings with but only the Government with respect to such matterscapacity of observers. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government State with respect to any issue peculiar to its particular business interests arising under the Contract or of this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or on matters not affecting the Parties; (12) in accordance with Article 9.3 and any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery; (13) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator personnel): (ixi) take all necessary and proper measures for the protection of life, health, the environment and propertyproperty in the case of an emergency; and (ii) as soon as reasonably practicableprovided, report to Non-Operators however, that Operator shall immediately notify the Parties of the details of such event emergency and any measures Operator has taken or plans to take in response thereto;measures; and (14) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (15xii) include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (aA) establish that such contractors can only enforce their contracts against Operator; (bB) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, from such contractors; and (cC) require such contractors to take insurance required by Article 4.7(HClause 4.7 (f).

Rights and Duties of Operator. (A) Subject to the terms and conditions of this Agreement, Operator shall have all of the rights, functions and duties of Operator under the Contract and shall have exclusive charge of and shall conduct all Joint Operations. Operator may employ independent contractors and agents (which independent contractors and agents may include an Affiliate of Operator, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (B) In the conduct of Joint Operations Operator shall: (1) perform Joint Operations in accordance with the provisions of the Contract, the Laws / Regulations and Regulations, this Agreement, and the decisions of the Operating Committee not in conflict with this Agreement; (2) conduct all Joint Operations in a diligent, safe and efficient manner in accordance with such good and prudent petroleum industry practices and field conservation principles as are generally followed by the international petroleum industry under similar circumstances; (3) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject to Article 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (5) perform the duties for the Operating Committee set out in Article 5, and prepare and submit to the Operating Committee proposed Work Programs and Budgets and (if required) AFEs, as provided in Article 6; (6) acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (7) upon receipt of reasonable advance notice, permit the representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations with the right to observe all Joint Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure; (8) undertake to maintain the Contract in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry under similar circumstances. Operator shall timely pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and use its reasonable endeavors to keep and maintain the Joint Property free from all liens, charges and encumbrances arising out of Joint Operations; (9) pay to the Government from for the Joint Account, within the periods and in the manner prescribed by the Contract and the Laws / Regulations, all periodic payments, royalties, taxes, fees and other payments pertaining to Joint Operations but excluding any taxes measured by the incomes of the Parties; (10) carry out the obligations of Operator pursuant to the Contract, including preparing and furnishing such reports, records and information as may be required pursuant to the Contract; (11) have, in accordance with any decisions of the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any meetings with the Government with respect to such matters, but only in the capacity of observers. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or matters not affecting the Parties; (12) in accordance with Article 9.3 and any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery; (13) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator personnel): (i) take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, report to Non-Operators the details of such event and any measures Operator has taken or plans to take in response thereto; (14) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (15) include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractors; and (c) require such contractors to take insurance required by Article 4.7(H).

Rights and Duties of Operator. (A) Subject to the terms and conditions of this Agreement, Operator shall have all of the rights, functions and duties of Operator under the Contract and shall have exclusive charge of and shall conduct all Joint Operations. Operator may employ independent contractors and and/or agents (which independent contractors and agents may include an Affiliate Affiliates of Operator, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (B) In the conduct of Joint Operations Operator shall: (1) perform Perform Joint Operations in accordance with the provisions of the Contract, Laws / Regulations and this Agreement, Agreement and the decisions instructions of the Operating Committee not in conflict with this Agreement; (2) conduct Conduct all Joint Operations in a diligent, safe and efficient manner in accordance with such good and prudent petroleum industry oil field practices and field conservation principles as are generally followed by the international petroleum industry under similar circumstancescircumstance; (3) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject Subject to Article 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (54) perform Perform the duties for the Operating Committee set out in Article 5V, and prepare and submit to the Operating Committee the proposed Work Programs and Programs, Budgets and (if required) AFEs, AFEs as provided in Article 6VI; (65) acquire Acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (76) upon Upon receipt of reasonable advance notice, permit the representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations with the right to observe all such Joint Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure; (8) maintain 7) Maintain the Contract in full force and effect to the full extent possible in accordance with such good and prudent petroleum industry practices as are generally followed by operators in the international petroleum industry under similar circumstances. Operator shall shall, in a timely manner, pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and use its reasonable efforts to keep and maintain the Joint Property free from all liens, charges and encumbrances arising out of Joint Operations; (9) pay 8) Pay to the Government from for the Joint Account, within the periods and in the manner prescribed by the Contract and Laws / Regulationsall applicable laws and regulations, all periodic payments, royalties, taxes, fees and other payments pertaining to Joint Operations Operations, but excluding excluding: (i) any taxes measured by the incomes of the PartiesParties and (ii) any royalty payable under or in respect of the Contract; (109) carry Carry out the obligations of Operator pursuant to the Contract, including including, but not limited to, preparing and furnishing such reports, records and information as may be required pursuant to the Contract; (1110) have, Have in accordance with any the decisions of the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any such meetings with but only in the Government with respect to such matterscapacity of observers. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or on matters not affecting the Parties; (1211) in accordance with Article 9.3 and any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery; (13) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator personnel): (i) take Take all necessary and proper measures for the protection of life, health, the environment and propertyproperty in the case of an emergency; and (ii) as soon as reasonably practicableprovided, report to Non-Operators however, that Operator shall immediately notify the Parties of the details of such event emergency and any measures Operator has taken or plans to take in response thereto;measures; and (1412) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (15) includeInclude, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractors; and (c) require such contractors to take insurance required by Article 4.7(H4.7(F).

Rights and Duties of Operator. (A) Subject to the terms and conditions of this Agreement, Operator shall have all of the rights, functions and duties of Operator under the Contract and shall have exclusive charge of and shall conduct all Joint Operations. Operator may employ independent contractors and and/or agents (which independent contractors and agents may include an Affiliate of Operator, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (B) In the conduct of Joint Operations The Operator shallshall use reasonable endeavours to: (1) perform Joint Operations in accordance with the provisions of the Petroleum Contract, Laws / Regulations and any concession granted pursuant to the Petroleum Contract or otherwise relating to the same Contract Area as this Agreement, this Agreement and the decisions instructions of the Operating Committee provided that such instructions are not in conflict with this Agreement; (2) conduct all Joint Operations in a diligent, safe and efficient manner in accordance with such good and prudent petroleum industry Crude Oil fields and Natural Gas deposits practices and field nature conservation principles as are generally followed by the international petroleum industry under similar circumstances; (3) exercise due care with respect to not obtain any compensation from the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject to Article 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss Non-Operators as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not except as set forth in conflict with this Agreement and the Accounting Procedure; (54) perform the duties for the Operating Committee set out in Article 5V, and prepare and submit to the Operating Committee the proposed Work Programs and Programs, Budgets and (if required) AFEs, AFEs as provided in Article 6VI; (65) acquire take all reasonable steps required to obtain all permits, consents, approvals, and surface or other rights that may be required necessary for or in connection with the conduct of Joint Operations; (76) upon receipt of (subject to receiving reasonable advance notice, ) permit the representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the activities conducted as part of the Joint Operations with the right to observe all Joint Operations such operations and to inspect all the Joint Property and to conduct financial audits as provided in review books and records maintained by the Accounting ProcedureOperator for the purpose of the Joint Operations. Such access and control shall not, however, unduly interfere with the Joint Operations conducted or with the Operator’s work; (8) 7) ensure that all reasonable steps are taken as may be required to maintain the Petroleum Contract in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry under similar circumstanceseffect. Operator shall promptly pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and keep and maintain use its reasonable efforts to manage the Joint Property free from all any liens, charges and or encumbrances arising out of Joint Operations; (9) 8) pay to the Government from the Joint Account, within the periods and in the manner prescribed by the Petroleum Contract and Laws / Regulationsall applicable laws and regulations, all periodic payments, royalties, taxes, fees and other payments pertaining to Joint Operations but excluding any taxes measured by the incomes of the PartiesOperations; (109) carry out the its obligations of Operator pursuant to the Petroleum Contract, or, with respect to obligations arising therefrom to Non-Operator, take all steps required by the Petroleum Contract, including those requested by Non-Operator, with respect to preparing and furnishing such reports, records and information as may be required pursuant to the such Petroleum Contract; (11) have, in accordance with any decisions of the Operating Committee, the right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any meetings with the Government with respect to such matters. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or matters not affecting the Parties; (12) in accordance with Article 9.3 and any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery; (13) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator personnel): (i10) take all necessary and proper measures for the protection of life, health, the environment and propertyproperty in the case of an emergency including any required by the Petroleum Contract, any concession pursuant thereto and any laws and regulations; and (ii) as soon as reasonably practicableprovided, report to Non-Operators however, that Operator shall immediately notify the Parties of the details of such event emergency and any measures Operator has taken or plans to take in response thereto;measures; and (14) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (1511) include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-OperatorsOperator, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractors; and (cb) require such contractors to take enter into the necessary insurance required by contracts which prove necessary to minimize the risk of conducted operations within the scope provided for in Article 4.7(H). (C) The Operator shall have, in accordance with the decisions of the Operating Committee and following the legal regulations, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Petroleum Contract and Joint Operations. The Operator may request the participation of the Non-Operator in the above activities. Nothing in this Agreement shall limit the Parties’ right to participate in any talks with the Government in the matters related to the business interest of such Parties; however in such case the relevant Party shall immediately notify the other Parties about such matters.

Rights and Duties of Operator. (A) Subject to the terms and conditions of this Agreement, Operator shall have all of the rights, functions and duties of Operator the Contractor in respect of the conduct of Joint Operations under the Contract Concession Agreement and shall have exclusive charge of and shall conduct all Joint Operations. Operator may employ independent contractors and and/or agents (which independent contractors and agents may include an Affiliate Affiliates of Operator, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (B) In the conduct of Joint Operations Operator shall: (1) perform Joint Operations in accordance with the provisions of the Contract, Laws / Regulations and this Concession Agreement, this Agreement and the decisions instructions of the Operating Committee not in conflict with this AgreementAgreement and in compliance with applicable laws, rules, regulations and decrees of the Arab Republic of Egypt.; (2) conduct all Joint Operations in a diligent, safe and efficient manner in accordance with such good and prudent petroleum industry oil field practices and field conservation principles as are generally followed by the international petroleum industry under similar circumstances; (3) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject to Article 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (54) perform the duties for the Operating Committee set out in Article 5V, and prepare and submit to the Operating Committee the proposed Work Programs Programs, and Budgets Budget and (if required) AFEs, AFE's as provided in Article 6VI; (65) acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (76) upon receipt of reasonable advance notice, permit the representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations with the right to observe all such Joint Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure;; Alliance Operating Agreement - 20F (8) 7) maintain the Contract Concession Agreement in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry under similar circumstanceseffect. Operator shall promptly pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and use its reasonable efforts to keep and maintain the Joint Property free from all liens, charges and encumbrances arising out of Joint Operations; (9) 8) pay to the Government from for the Joint Account, within the periods and in the manner prescribed by the Contract Concession Agreement and Laws / Regulationsall applicable laws and regulations, all periodic payments, royalties, taxes, fees and other payments pertaining to Joint Operations Operations, but excluding any taxes measured by the incomes of the Parties; (109) carry out the obligations of Operator Contractor pursuant to the ContractConcession Agreement, including including, but not limited to, preparing and furnishing such reports, records and information as may be required pursuant to the ContractConcession Agreement; (1110) have, in accordance with any the decisions of the Operating Committee, Article 5.14 and Article 6.3(B), the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract Concession Agreement and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any such meetings with but only in the Government with respect to such matterscapacity of observers. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract Concession Agreement or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the other Parties any matters discussed to the extent the same involve proprietary information or matters not affecting the other Parties;; and (12) in accordance with Article 9.3 and any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery; (13) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator personnel): (i11) take all necessary and proper measures for the protection of life, health, the environment and propertyproperty in the case of an emergency; and (ii) as soon as reasonably practicableprovided, report to Non-Operators however, that Operator shall immediately notify the Parties of the details of such event emergency and any measures Operator has taken or plans to take in response thereto;measures. (1412) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (15) includeInclude, to the extent practical, in its contracts agreements with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts agreements against Operator; (b) permit Operatoroperator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractors; and (c) require such contractors to take insurance required by Article 4.7(H4.8(F).

Rights and Duties of Operator. (Aa) Subject to the terms and conditions of this Agreement, Operator Officer shall have all of the rights, functions and duties of Operator under the Contract this Agreement and shall will have exclusive charge of and shall conduct all Joint OperationsOperations on the Permit Area under the overall direction of the Operating Committee. Operator Officer may employ independent contractors and agents (which independent contractors and agents may include an Affiliate agents, including Related Bodies Corporate of OperatorOfficer, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (Bb) Officer warrants and represents to Nation that the Permit and Officer’s interest in the Permit is in good standing and is not subject to any breach, default or other circumstance that will or may result in the Permit being surrendered or cancelled or becoming subject to any Encumbrance. Officer shall: (i) without limiting clause 5.1(c) and subject to applicable Government requirements, ensure that each Work Program and Budget consists of work to be performed on or for the benefit of the Permit Area; (ii) not grant, create or allow the grant or creation of any Encumbrance over Officer’s interest in the Permit without the prior written consent of Nation; (iii) not sell, transfer, assign or otherwise dispose of Officer’s interest in the Permit or part with possession of the Permit without the prior written consent of Nation; (iv) immediately notify Nation of any act, event, circumstance, correspondence, notice or other information (in any form and from whatever source) that may cause, or is relevant to, Officer’s interest in the Permit becoming the subject of an Encumbrance or being surrendered or cancelled; and (v) take all steps as are necessary or appropriate to ensure that the application for, grant and transfer or issue of a Production Licence to Nation occurs as soon as practicable following a decision by Nation under clause 6.1(b). (c) In the conduct of Joint Operations Operator Operations, Officer shall: (1i) perform Joint Operations in accordance with the provisions of the ContractPermit, Laws / Regulations and the Laws, this Agreement, Agreement and the decisions of the Operating Committee not in conflict with this AgreementCommittee; (2ii) conduct all Joint Operations in a diligent, safe and efficient manner in accordance with such good and prudent petroleum industry oil field practices and field conservation principles as are generally followed by the international petroleum industry under similar circumstances; (3iii) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject to Article 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (5) perform the duties for the Operating Committee set out in Article 5, and prepare and submit to the Operating Committee the proposed Work Programs and Budgets and (if required) AFEs, as provided in Article 6clause 5; (6iv) acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (7v) upon receipt of reasonable advance notice, permit the Nation’s representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations with the right to observe all Joint Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure; (8) maintain the Contract in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry under similar circumstances. Operator shall pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and keep and maintain the Joint Property free from all liens, charges and encumbrances arising out of Joint Operations; (9vi) pay to the Government from the Joint Account, within the periods and in the manner prescribed by the Contract and Laws / RegulationsLaws, all periodic payments, royalties, taxes, fees and other payments amounts pertaining to Joint Operations Operations, but excluding any taxes measured by the incomes of the Parties; (10vii) carry out the obligations of Operator Officer pursuant to the ContractPermit, including including, but not limited to, preparing and furnishing such reports, records and information as may be required pursuant to the ContractPetroleum Act; (11viii) have, in accordance with any the decisions of the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any meetings with the Government with respect to such matters. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or matters not affecting the Parties; (12ix) act as the Parties’ representative in accordance respect of Native Title Rights and aboriginal heritage issues, negotiate and enter into agreements with Article 9.3 the parties to Native Title Claims, and any decisions in all other respects deal with issues of this kind as and when they arise, including the Operating Committee, assess (to recognition of Native Title Rights and the extent lawful) alternatives for the disposition settlement of Natural Gas from a DiscoveryNative Title Claims; (13x) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil petroleum release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator Officer personnel): (i) take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, report to Non-Operators notify Nation of the details of such event emergency and any measures Operator it has taken or plans to take in response thereto; (14) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (15) include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractorsresponse; and (cxi) require such contractors do all other acts and things that are reasonably necessary or desirable to take insurance required by Article 4.7(H)fulfil its functions or are incidental to the above powers and duties.

Rights and Duties of Operator. (A) Subject to the terms and conditions of this Agreement, Operator shall have all of the rights, functions and duties of Operator under the Contract and shall have exclusive charge of and shall conduct all Joint Operations. Operator may employ independent contractors and agents (which independent contractors and agents may include an Affiliate of Operator, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. Where the Operator is comprised of two or more of the Parties hereto or a Party hereto and its Affilliate, the Operator shall be at liberty to contractually allocate the rights and obligations as Operator in this Agreement and in the Contract, as between themselves, based on their unanimous agreement regarding same. (B) In the conduct of Joint Operations Operator shall: (1) perform Joint Operations in accordance with the provisions of the Contract, the Laws / Regulations and Regulations, this Agreement, and the decisions of the Operating Committee not in conflict with this Agreement; (2) conduct all Joint Operations in a diligent, safe and efficient manner in accordance with such good and prudent petroleum industry practices and field conservation principles as are generally followed by the international petroleum industry under similar circumstances; (3) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject to Article 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (5) perform the duties for the Operating Committee set out in Article 5, and prepare and submit to the Operating Committee proposed Work Programs and Budgets and (if required) AFEs, as provided in Article 6; (65) acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (76) upon receipt of reasonable advance notice, permit the representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations with the right to observe all Joint Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure; (8) 7) undertake to maintain the Contract in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry under similar circumstances. Operator shall timely pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and use its reasonable endeavors to keep and maintain the Joint Property free from all liens, charges and encumbrances arising out of Joint Operations; (9) 8) pay to the Government from for the Joint Account, within the periods and in the manner prescribed by the Contract and the Laws / Regulations, all periodic payments, royalties, taxes, fees and other payments pertaining to Joint Operations but excluding any taxes measured by the incomes of the Parties; (109) carry out the obligations of Operator pursuant to the ContractContract and this Agreement, including preparing and furnishing such reports, records and information as may be required pursuant to the ContractContract and this Agreement; (1110) have, in accordance with any decisions of the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any meetings with the Government with respect to such matters. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract or this Agreement, but only in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or matters not affecting the Partiescapacity of observers; (1211) in accordance with Article 9.3 and any decisions of the Operating Committee9.3, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery; (1312) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator personnel): (i) take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, report to Non-Operators the details of such event and any measures Operator has taken or plans to take in response thereto; (1413) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (1514) include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractors; and (c) require such contractors to take insurance required by Article 4.7(H4.7(E).

Rights and Duties of Operator. (Aa) Subject to the terms and conditions of this Agreement, Operator shall have all of the rights, functions and duties of Operator under the Contract PSC and shall have exclusive charge of and shall conduct all Joint Operations. Operator may employ independent contractors and agents (which independent contractors and agents may include an Affiliate of Operator, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (Bb) In the conduct of Joint Operations Operator shall: (1i) perform Joint Operations in accordance with the provisions of the ContractPSC, the Laws / Regulations and Regulations, this Agreement, and the decisions of the Operating Committee not in conflict with this Agreement; (2ii) conduct all Joint Operations in a diligent, safe and efficient manner in accordance with such good and prudent petroleum industry practices and field conservation principles as are generally followed by the international petroleum industry under similar circumstances; (3iii) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4iv) subject to Article clause 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (5v) perform the duties for the Operating Committee set out in Article clause 5, and prepare and submit to the Operating Committee proposed Work Programs and Budgets and (if required) AFEs, as provided in Article clause 6; (6vi) acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (7vii) upon receipt of reasonable advance notice, permit the representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations with the right to observe all Joint Operations and to inspect all Joint Property Property, to conduct HSE audits, and to conduct financial audits audits, and to observe taking of inventory, as provided in the Accounting Procedure, such access limited, in each case, to/in a manner that minimizes interference with the day-to-day operations and activities of Operator; (8) viii) undertake to maintain the Contract PSC in full force and effect in accordance consistent with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry under similar circumstances. Operator shall timely pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and use its reasonable endeavors to keep and maintain the Joint Property free from all liens, charges and encumbrances Encumbrances arising out of Joint Operations; (9ix) pay in cash, and/or make available in kind to the Government from on behalf of the Parties in accordance with the PSC and/or for the Joint Account, within the periods and in the manner prescribed by the Contract PSC and the Laws / Regulations, all periodic payments, royalties, any domestic supply obligations, taxes, fees and other payments pertaining to Joint Operations but excluding any taxes measured by the incomes of the Parties; (10x) carry out the obligations of Operator pursuant to the ContractPSC, including preparing and furnishing such reports, records and information as may be required pursuant to the ContractPSC; (11xi) have, in accordance with any decisions of the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract PSC and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of the time, place and agenda of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract PSC and any necessary Government approvals, Non-Operators shall have the right to attend any meetings with the Government with respect to such matters, but only in the capacity of observers. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract PSC or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or matters not affecting the other Parties; (12xii) in accordance with Article clause 9.3 and any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery; (13xiii) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator personnel): ): (iA) take all necessary and proper measures for the protection of life, health, the environment and property; and and (iiB) as soon as reasonably practicable, report to Non-Operators the details of such event and any measures Operator has taken or plans to take in response thereto; (14xiv) establish and implement pursuant to Article 4.12 clause 4.13 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE lawsLaws / Regulations, rules and regulations the PSC and this Agreement; (15xv) prior to appointing or engaging any independent contractor, conduct appropriate and proportionate due diligence concerning relevant criteria, including such contractor’s ability to perform the proposed work properly, on time, within budgeted cost, and in compliance with applicable legal and contractual requirements; (xvi) include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (aA) establish that such contractors can only enforce their contracts against Operator; (bB) permit Operator, on behalf of itself and Non-Operators, to enforce contractual warranties and indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractors; and; (cC) require such contractors to take comply with applicable Laws / Regulations, including registration to do business, immigration, import/export, local preference, national content, tax withholding and payment and HSE; (D) require such contractors to establish and implement reasonable anti-bribery and anti-corruption programs; and (E) require such contractors to obtain insurance required by Article 4.7(Hclause 4.7(h).

Rights and Duties of Operator. (Aa) Subject to the terms and conditions of this Agreement, Operator Paltar shall have all of the rights, functions and duties of Operator under the Contract this Agreement and shall will have exclusive charge of and shall conduct all Joint OperationsOperations on the Nation Blocks under the overall direction of the Operating Committee. Operator Paltar may employ independent contractors and agents (which independent contractors and agents may include an Affiliate agents, including Related Bodies Corporate of OperatorPaltar, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (Bb) Paltar warrants and represents to Nation that the Permit and Pxxxxx’s interest in the Permit is in good standing and is not subject to any breach, default or other circumstance that will or may result in the Permit being surrendered or cancelled or becoming subject to any Encumbrance. Paltar shall: (i) without limiting clause 5.1(c) and subject to applicable Government requirements, ensure that each Work Program and Budget consists of work to be performed on or for the benefit of the Nation Blocks; (ii) not grant, create or allow the grant or creation of any Encumbrance over Pxxxxx’s interest in the Permit without the prior written consent of Nation; (iii) not sell, transfer, assign or otherwise dispose of Pxxxxx’s interest in the Permit or part with possession of the Permit without the prior written consent of Nation; (iv) immediately notify Nation of any act, event, circumstance, correspondence, notice or other information (in any form and from whatever source) that may cause, or is relevant to, Pxxxxx’s interest in the Permit becoming the subject of an Encumbrance or being surrendered or cancelled; and (v) take all steps as are necessary or appropriate to ensure that the application for, grant and transfer or issue of a Production Licence to Nation occurs as soon as practicable following a decision by Nation under clause 6.1(b). (c) In the conduct of Joint Operations Operator Operations, Paltar shall: (1i) perform Joint Operations in accordance with the provisions of the ContractPermit, Laws / Regulations and the Laws, this Agreement, Agreement and the decisions of the Operating Committee not in conflict with this AgreementCommittee; (2ii) conduct all Joint Operations in a diligent, safe and efficient manner in accordance with such good and prudent petroleum industry oil field practices and field conservation principles as are generally followed by the international petroleum industry under similar circumstances; (3iii) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject to Article 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (5) perform the duties for the Operating Committee set out in Article 5, and prepare and submit to the Operating Committee the proposed Work Programs and Budgets and (if required) AFEs, as provided in Article 6clause 5; (6iv) acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (7v) upon receipt of reasonable advance notice, permit the Nation’s representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations with the right to observe all Joint Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure; (8) maintain the Contract in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry under similar circumstances. Operator shall pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and keep and maintain the Joint Property free from all liens, charges and encumbrances arising out of Joint Operations; (9vi) pay to the Government from the Joint Account, within the periods and in the manner prescribed by the Contract and Laws / RegulationsLaws, all periodic payments, royalties, taxes, fees and other payments amounts pertaining to Joint Operations Operations, but excluding any taxes measured by the incomes of the Parties; (10vii) carry out the obligations of Operator Paltar pursuant to the ContractPermit, including including, but not limited to, preparing and furnishing such reports, records and information as may be required pursuant to the ContractPetroleum Act; (11viii) have, in accordance with any the decisions of the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any meetings with the Government with respect to such matters. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or matters not affecting the Parties; (12ix) act as the Parties’ representative in accordance respect of Native Title Rights and aboriginal heritage issues, negotiate and enter into agreements with Article 9.3 the parties to Native Title Claims, and any decisions in all other respects deal with issues of this kind as and when they arise, including the Operating Committee, assess (to recognition of Native Title Rights and the extent lawful) alternatives for the disposition settlement of Natural Gas from a DiscoveryNative Title Claims; (13x) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil petroleum release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator Paltar personnel): (i) take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, report to Non-Operators notify Nation of the details of such event emergency and any measures Operator it has taken or plans to take in response thereto; (14) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (15) include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractorsresponse; and (cxi) require such contractors do all other acts and things that are reasonably necessary or desirable to take insurance required by Article 4.7(H)fulfil its functions or are incidental to the above powers and duties.

Rights and Duties of Operator. (A) Subject to the terms and conditions of this Agreement, the Operator shall have all of the rights, functions and duties of Operator under this Agreement and the Contract Licence and shall have exclusive charge of and shall conduct all Joint Operations. The Operator may employ independent contractors and agents (which independent contractors and agents may include an Affiliate of Operator, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. If for any reason any Non-Operator is required to act as the Operator it shall be entitled to exercise the rights and shall assume the obligations of the Operator under this Agreement. (B) In the conduct of Joint Operations Operations, the Operator shall: (1) perform Joint Operations in accordance with the provisions of the ContractLicence, the Laws / Regulations and this AgreementAgreement and consistent with approved Work Programmes and Budgets (and, if applicable, approved AFEs) and the decisions of the Operating Committee not in conflict with this Agreement; (2) conduct all Joint Operations in a diligent, safe safe, efficient, proper and efficient workmanlike manner in accordance with such good and prudent petroleum industry practices and field conservation principles as are generally followed by the international petroleum industry and with that degree of diligence and prudence reasonably and ordinarily exercised by experienced operators engaged in a similar activity under similar circumstancescircumstances and conditions; (3) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject to Article 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (5) perform the duties for the Operating Committee as set out in Article 5, and prepare and submit to the Operating Committee proposed Work Programs Programmes and Budgets and (if required) AFEs, as provided in Article 6; (6) use all reasonable efforts to acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint OperationsOperations and, without limitation to the generality of the foregoing, negotiate with and acquire from third parties rights of access to private property, rights of way and/or wayleaves, surface use agreements and surface leases and/or licences, and, subject to the provisions of this Agreement, pay reasonable compensation for any loss, damage or injury which may be caused by the Operator, its servants and/or agents to any third party in respect of such third party’s rights; (7) upon receipt of reasonable advance notice, permit the representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations with the right to observe all Joint Operations and Operations, to inspect all Joint Property Property, to conduct HSE audits and to conduct financial audits and to observe taking of inventory, as provided in the Accounting Procedure; (8) undertake to maintain the Contract Licence in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry under similar circumstances. The Operator shall promptly pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and use all reasonable endeavours to keep and maintain the Joint Property free from all liens, charges and encumbrances arising out of Joint Operations; (9) pay in cash and/or make available in kind to the Government from on behalf of the Joint AccountParties, within in accordance with the periods Licence and in the manner prescribed by the Contract and Laws / RegulationsLaws, all periodic payments, royalties, taxes, fees and other payments pertaining to Joint Operations but excluding any taxes measured by the incomes of the Parties; (10) carry out the obligations of Operator pursuant to this Agreement and the ContractLicence, including preparing and furnishing such reports, records and information as may be required pursuant to them and the ContractAct; (11) have, in accordance with any decisions of the Operating Committee, the exclusive right and obligation to represent the Parties in all meetings and other dealings with the Government with respect to matters arising under the Contract Licence and Joint Operations. The Operator shall notify the other Parties as soon as possible in advance of the time, place, and agenda of all such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract Licence and any necessary Government approvals, Non-Operators shall have the right right, at their own cost, to attend any meetings with the Government with respect to such matters, but only in the capacity of observers. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract Licence or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required has no duty to divulge to the other Parties any matters discussed to the extent the same involve proprietary information involved in such discussions or any matters not affecting the other Parties; (12) in accordance with Article 9.3 and any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery; (13) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and strikes, riots, as well as any insurrection against the Government; or evacuations of Operator personnel): (i) take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, report to Non-Operators the details of such event and any measures Operator has taken or plans to take in response thereto; (14) establish and implement pursuant to Article 4.12 an the HSE plan Plan to govern Joint Operations which is designed to ensure compliance with applicable HSE lawsthe Licence and Laws relating to HSE, rules and regulations and this Agreement, generally accepted practices of the international petroleum industry and decisions of the Operating Committee; (15) includeprior to appointing or engaging any independent contractor conduct appropriate and proportionate due diligence concerning relevant criteria, including such contractor’s ability to perform the extent practicalproposed work properly, on time, within budgeted cost, and in compliance with applicable legal and contractual requirements; (16) include in its contracts with independent contractors and the Operator’s Affiliates, and to the extent practical and lawful, provisions which: (a) establish that such contractors contractors, subcontractors and any third parties can only enforce their contracts against the Operator; (b) permit the Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractors; and (c) require such contractors to take insurance required by Article 4.7(H)4.7. (d) allow the full assignment to the Parties of such third-party contracts in the event of the resignation or removal of the Operator. (17) The Operator shall freely and in a timely manner consult with Non-Operators concerning the Joint Operations and shall keep them advised of all important matters arising in connection therewith.

Rights and Duties of Operator. (A) Subject to the terms and conditions of this Agreement, Operator shall have all of the rights, functions and duties of as the Operator under the Contract Lease Agreement and shall have exclusive charge of of, and shall conduct conduct, all Joint Operations. Operator may employ independent sub-contractors and and/or agents (which independent contractors and agents may include an Affiliate Affiliates of Operator, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (B) In the conduct of Joint Operations Operations, Operator shall: (1) perform Joint Perform Operations in accordance with the provisions of the Contract, Laws / Regulations and this Lease Agreement, and the decisions of the this Operating Committee not in conflict with this Agreement; (2) conduct Conduct all Joint Operations in a diligent, safe and efficient manner in accordance with such good good, prudent and prudent petroleum industry responsible in-field mining practices and field conservation and environmental principles as are generally followed by the responsible international petroleum mining industry under similar circumstances; (3) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject Subject to Article 4.6 and the Accounting Procedure, neither either gain a profit nor or suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (54) perform Perform the duties for the Operating Committee set out in Article 5V, and prepare and submit to the Operating Committee Parties the proposed Work Programs and Programs, Budgets and (if required) AFEs, AFEs as provided in Article 6VI; (65) acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (7) upon Upon receipt of reasonable advance notice, permit the representatives of any of the Parties to have have, at all reasonable times during normal business hours and at their own risk and expense expense, reasonable access to the Joint Operations with the right to observe all Joint such Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure; (8) maintain 6) Maintain the Contract Lease Agreement in full force and effect to the full extent possible in accordance with such good good, prudent and prudent petroleum responsible international mining industry practices as are generally followed by operators in the international petroleum mining industry under similar circumstances. Operator shall shall, in a timely manner promptly pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and use its reasonable efforts to keep and maintain the Joint Land Property free from all liens, charges and encumbrances arising out of Joint Operations, unless otherwise prior establishment of project expenses; (97) pay Pay to the Government from the Joint Account, within the periods and in the manner prescribed by the Contract Lease Agreement and Laws / Regulationsall applicable laws and regulations, including the Law, all periodic payments, royalties, taxes, fees and other payments pertaining to Joint Operations Operations, but excluding any taxes measured by the incomes income participation of the Parties; (10) carry 8) Carry out the obligations of Operator pursuant to the ContractLease Agreement, including including, but not limited to, preparing and furnishing such reports, records and information as may be required pursuant to the ContractLease Agreement; (119) have, in accordance with any decisions of Have the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract Lease Agreement and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of any such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any meetings with the Government with respect to such matters. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government or with MINCOM or GGSA with respect to any issue peculiar to its particular business interests arising under the Contract Lease Agreement or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or on matters not affecting the Parties; (1210) in accordance with Article 9.3 and any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery; (13) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator personnel): (i) take Take all necessary and proper measures for the protection of life, health, the environment environment, and property; and (ii) as soon as reasonably practicableprovided, report to Non-Operators however, that in the case of an emergency, Operator shall immediately notify the Parties of the details of such event emergency and any measures Operator has taken or plans to take in response thereto;measures; and, (1411) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (15) includeInclude, to the extent practical, in its contracts Arrangements with independent sub-contractors and to the extent lawful, provisions which: The Gold Collective, Limited shall: (a) establish that such contractors sub-contractor Agreements can only enforce their contracts rights against Operator;, (b) permit Operator, on behalf of itself and Non-Operators, Operator to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contractsAgreement) from, such contractorsLease Agreement; and, (c) require such contractors as the Operator to take insurance required by Article 4.7(H4.7 (F).

Rights and Duties of Operator. (A) Subject to the terms and conditions of this Agreement, Operator shall have all of the rights, functions and duties of as the Operator under the Contract Lease Agreement and shall have exclusive charge of of, and shall conduct conduct, all Joint Operations. Operator may employ independent sub-contractors and and/or agents (which independent contractors and agents may include an Affiliate Affiliates of Operator, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (B) In the conduct of Joint Operations Operations, Operator shall: (1) perform Joint Perform Operations in accordance with the provisions of the Contract, Laws / Regulations and this Lease Agreement, and the decisions of the this Operating Committee not in conflict with this Agreement; (2) conduct Conduct all Joint Operations in a diligent, safe safe, and efficient manner in accordance with such good good, prudent, and prudent petroleum industry responsible in-field mining practices and field conservation and environmental principles as are generally followed by the responsible international petroleum mining industry under similar circumstances; (3) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject Subject to Article 4.6 and the Accounting Procedure, neither either gain a profit nor or suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (54) perform Perform the duties for the Operating Committee set out in Article 5V, and prepare and submit to the Operating Committee Parties the proposed Work Programs and Programs, Budgets and (if required) AFEs, AFEs as provided in Article 6VI; (65) acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (7) upon Upon receipt of reasonable advance notice, permit the representatives of any of the Parties to have have, at all reasonable times during normal business hours and at their own risk and expense expense, reasonable access to the Joint Operations with the right to observe all Joint such Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure; (8) maintain the Contract in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry under similar circumstances. Operator shall pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and keep and maintain the Joint Property free from all liens, charges and encumbrances arising out of Joint Operations; (96) pay to the Government from the Joint Account, within the periods and in the manner prescribed by the Contract and Laws / Regulations, all periodic payments, royalties, taxes, fees and other payments pertaining to Joint Operations but excluding any taxes measured by the incomes of the Parties; (10) carry Carry out the obligations of Operator pursuant to the ContractLease Agreement, including preparing including, but not limited to, preparing, and furnishing such reports, records and information as may be required pursuant to the ContractLease Agreement; (117) have, in accordance with any decisions of Have the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract Lease Agreement and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of any such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any meetings with the Government with respect to such matters. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government or with MINCOM or GGSA with respect to any issue peculiar to its particular business interests arising under the Contract Lease Agreement or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or on matters not affecting the Parties; (12) in accordance with Article 9.3 and any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery; (13) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator personnel): (i) take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, report to Non-Operators the details of such event and any measures Operator has taken or plans to take in response thereto; (14) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (15) include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractors; and (c) require such contractors to take insurance required by Article 4.7(H).,

Rights and Duties of Operator. (A) Subject to the terms and conditions of this AgreementAgreement and unless otherwise specified, Operator shall act on behalf of the Concessionaires to this Agreement, have all of the rights, functions and duties of Operator under the Contract EPCC and shall have exclusive charge of all Joint Petroleum Operations and shall conduct and administer all Joint Operationsactivities under the EPCC and this Agreement. Operator may may, subject to requirements of applicable law and the EPCC, and within the terms of this Agreement, employ independent contractors and agents any persons (which independent contractors and agents may include an Affiliate of Operator, a Non-Operator, or an Affiliate of a Non-Operatorincluding Affiliated Companies) in such relevant Joint Petroleum Operations. (B) . In the conduct of Joint Petroleum Operations Operator shall: (1) perform : Perform Joint Petroleum Operations in accordance with applicable law, the provisions of the ContractEPCC, Laws / Regulations and this Agreement, and the decisions of the Operating Committee not in conflict with this Agreement; (2) conduct ; Conduct and administer all Joint Petroleum Operations in a diligent, safe and efficient manner in accordance with applicable law and such good and prudent petroleum industry practices Good Petroleum Industry Practices and field conservation principles as are generally followed by the international petroleum industry under similar circumstances; (3) exercise ; Exercise due care with respect to the receipt, payment and accounting of funds in accordance with good applicable law, the Accounting Procedure annexed to this Agreement and Good Petroleum Industry Practices and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject ; Subject to Article 4.6 provisions of this Agreement and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Petroleum Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (5) perform ; Perform the duties for the Operating Committee set out in Article 5, 6 and prepare and submit to the Operating Committee proposed Work Programs work programmes and Budgets budgets, and (if required) AFEs, AFEs as provided in Article 6; (6) acquire 7; Acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Petroleum Operations; (7) upon ; Upon receipt of reasonable advance notice, and having regard to operational and HSE requirements, permit the representatives of any of the Parties Concessionaires to have at all reasonable times have, during normal business hours and at their own risk and expense reasonable expense, access to the Facilities relating to Joint Petroleum Operations with the right to observe all Joint Petroleum Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure; (8) maintain , HSE audit, compliance audit and any other audits as may be considered by the Contract Operating Committee; Maintain the EPCC in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry Good Petroleum Industry Practices applied under similar circumstances. The Operator shall timely pay and discharge all liabilities and expenses incurred in connection with Joint Petroleum Operations from the Joint Account in a timely manner and use its reasonable endeavors to keep and maintain the Joint Property free from all liens, charges and encumbrances arising out of Joint Petroleum Operations; (9) pay ; Pay to the Government from for the Joint Account, within the periods and in the manner prescribed by the Contract applicable law and Laws / Regulationsthe EPCC, all periodic payments, royalties, taxes, fees and other payments pertaining to Joint Operations but Petroleum Operations, excluding any taxes measured appertaining to each Concessionaire as stipulated by applicable law or the incomes of the Parties; (10) carry EPCC; Carry out the obligations of Operator pursuant to the ContractEPCC, including preparing and furnishing such reports, records and information as may be required pursuant by the Operating Committee and under the EPCC; Except in respect to the Contract; (11) individual chargeable tax liability, have, in accordance with any decisions of the Operating Committee, the right and obligation to represent the Parties Concessionaires in all dealings with the Government with respect to matters arising under the Contract EPCC and Joint Petroleum Operations. The Operator of such Joint Petroleum Operations shall notify the other Parties Concessionaires as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract EPCC and any necessary Government approvals, Non-Operators Concessionaires shall have the right to attend any meetings with the Government with respect to such matters, but only in the capacity of observers. Nothing contained in this Agreement shall restrict any Party Concessionaire from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract EPCC or this Agreement, but in such event such Party event, the relevant Concessionaire shall promptly advise the Partiesother Concessionaires, if possible, before and in any event promptly after such discussions, provided that such Party Concessionaire shall not be required to divulge to the Parties other Concessionaires any matters discussed to the extent the same involve proprietary information or matters not affecting the Parties; (12) in those Concessionaires; In accordance with Article 9.3 and 10 or any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas Petroleum from a Discovery; (13) in ; In case of an emergency (including emergency, including, but not limited to, a significant fire, explosion, Natural Gas release, Crude Oil releasePetroleum or other gas or liquids release or leakage , or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator personnel): (i) : take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, report to Non-Operators Concessionaires the details of such event and any measures Operator has taken or plans to take in response thereto; (14) establish ; Establish and implement pursuant to Article 4.12 an HSE plan Plan to govern Joint Petroleum Operations which is designed to ensure compliance with applicable HSE lawslaw, rules and regulations the EPCC and this Agreement; (15) includeAgreement Establish and implement anti-bribery and corruption policies and procedures; Prior to appointing or engaging any independent contractor, conduct apropriate and proportionate integrity due dillegence and as well due dilligence concerning relevant criteria, including such contractor’s ability to perfom the proposed work properly, on time, within budgeted cost, and in compliance with applicable legal and contractual requirements. Include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish : Establish that such contractors can only enforce their contracts against Operator; (b) permit ; Permit Operator, on behalf of itself and Non-OperatorsConcessionaires, to enforce contractual indemnities and warranties against, and recover losses and damages suffered by them (them, insofar as recovered under their contracts) , from, such contractors; and (c) require and Require such contractors to comply with applicable law, the HSE plan and the provisions of the EPCC and to take insurance as required by Article 4.7(H)such applicable law and as stipulated in the EPCC and this Agreement. Operator may not delegate its general powers and responsibilities of supervision and management as Operator pursuant to this Agreement to an Affiliated Company without prior consent from all of the Concessionaires and subsequent approval from the Ministry of Mineral Resources and Energy. In such a case, the Operator shall remain liable for all its obligations as Operator.

Rights and Duties of Operator. (A) Subject to the terms and conditions of this Agreement, Operator shall have all of the rights, functions and duties of Operator under this Agreement and the Contract Licence and shall have exclusive charge of and shall conduct all Joint Operations. Operator may employ independent contractors and agents (which independent contractors and agents may include an Affiliate of Operator, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. If for any reason, any Non-Operator is required to act as Operator it shall be entitled to exercise the rights and shall assume the obligations of the Operator under this Agreement. (B) In the conduct of Joint Operations Operator shall: (1) perform Joint Operations in accordance with the provisions of the ContractLicence, the Laws / Regulations and this AgreementAgreement and consistent with approved Work Programs and Budgets (and, if applicable, approved AFEs) and the decisions of the Operating Committee not in conflict with this Agreement; (2) conduct all Joint Operations in a diligent, safe safe, efficient, proper and efficient workmanlike manner in accordance with such good and prudent petroleum industry practices and field conservation principles as are generally followed by the international petroleum industry and with that degree of diligence and prudence reasonably and ordinarily exercised by experienced operators engaged in a similar activity under similar circumstances;circumstances and conditions. (3) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject to Article 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (5) perform the duties for the Operating Committee as set out in Article 5, and prepare and submit to the Operating Committee proposed Work Programs and Budgets and (if required) AFEs, as provided in Article 6; (6) use all reasonable efforts to acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint OperationsOperations and, without limitation to the generality of the foregoing, negotiate with and acquire from third parties rights of access to private property, rights of way and/or wayleaves, surface use agreements and surface leases and/or licences, and, subject to the provisions of this Agreement, pay reasonable compensation for any loss, damage or injury which may be caused by the Operator, its servants and/or agents to any third party in respect such third party’s rights; (7) upon receipt of reasonable advance notice, permit the representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations with the right to observe all Joint Operations and Operations, to inspect all Joint Property Property, to conduct HSE audits and to conduct financial audits and to observe taking of inventory, as provided in the Accounting Procedure; (8) undertake to maintain the Contract Licence in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry under similar circumstances. Operator shall promptly pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and use all reasonable endeavours to keep and maintain the Joint Property free from all liens, charges and encumbrances arising out of Joint Operations; (9) pay in cash and/or make available in kind to the Government from on behalf of the Joint AccountParties, within in accordance with the periods Licence and in the manner prescribed by the Contract and Laws / RegulationsLaws, all periodic payments, royalties, taxes, fees and other payments pertaining to Joint Operations but excluding any taxes measured by the incomes of the Parties; (10) carry out the obligations of Operator pursuant to this Agreement and the ContractLicence, including preparing and furnishing such reports, records and information as may be required pursuant to them and the ContractAct; (11) have, in accordance with any decisions of the Operating Committee, the exclusive right and obligation to represent the Parties in all meetings and other dealings with the Government with respect to matters arising under the Contract Licence and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of the time, place, and agenda of all such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract Licence and any necessary Government approvals, Non-Operators shall have the right right, at their own cost, to attend any meetings with the Government with respect to such matters, but only in the capacity of observers. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract Licence or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required has no duty to divulge to the other Parties any matters discussed to the extent the same involve proprietary information involved in such discussions or any matters not affecting the other Parties; (12) in accordance with subject to Article 9.3 and any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery; (13) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator personnel): (i) take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, report to Non-Operators the details of such event and any measures Operator has taken or plans to take in response thereto; (14) establish and implement pursuant to Article 4.12 an the HSE plan Plan to govern Joint Operations which is designed to ensure compliance with applicable HSE lawsthe Licence and Laws relating to HSE, rules and regulations and this Agreement, generally accepted practices of the international petroleum industry and decisions of the Operating Committee; (15) includePrior to appointing or engaging any independent contractor conduct appropriate and proportionate due diligence concerning relevant criteria, including such contractor’s ability to perform the extent practicalproposed work properly, on time, within budgeted cost, and in compliance with applicable legal and contractual requirements; (16) include in its contracts with independent contractors and Operator’s Affiliates, and to the extent practical and lawful, provisions which: (a) establish that such contractors contractors, subcontractors and any third parties can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractors; and (c) require such contractors to take insurance required by Article 4.7(H)4.7. (d) allow the full assignment to the Parties of such third party contracts in the event of the resignation or removal of the Operator. (17) Operator shall freely and in a timely manner consult with Non-Operators concerning the joint Operations and shall keep them advised of all important matters arising in connection therewith.

Rights and Duties of Operator. (A) Subject to the terms and conditions of this Agreement, Operator shall have all of the rights, functions functions, and duties of Operator Contractor related to the conduct of operations under the Contract Contract, and shall have exclusive charge of and shall conduct all Joint Operations. Operator may employ independent contractors and or agents (which independent contractors and agents may include an Affiliate Affiliates of Operator, a Non-Operator, or an Affiliate of a Non-Joint Operator) in for such Joint Operations. (B) In the conduct of Joint Operations Operator shallshall and is authorized to: (1) perform Perform Joint Operations in accordance with the provisions of the Contract, Laws / Regulations and this Agreement, the approved Work Program and Budget and the decisions instructions of the Operating Committee not in conflict with this Agreement; (2) conduct Conduct all Joint Operations in a diligent, safe safe, and efficient manner in accordance with such good and prudent petroleum industry oilfield practices and field conservation principles as are generally followed by the international petroleum industry under similar circumstances; (3) exercise due care with respect Subject to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject to Article Section 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (54) perform Perform the duties for the Operating Committee set out in Article 5Section 5.8, and prepare and submit to the Operating Committee the proposed Work Programs Program and Budgets and (if required) AFEs, AFEs as provided in Article 6; (65) acquire Acquire all permits, consents, approvals, and surface surface, or other rights that may be required for or in connection with the conduct of Joint Operations; (76) upon Upon receipt of reasonable advance notice, permit the representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations (at all reasonable times, upon reasonable advance notice, and at such Parties' own risk and expense) with the right to observe all such Joint Operations and to inspect all Joint Property associated therewith and to conduct financial audits as provided in the Accounting Procedure; (8) 7) Use its reasonable efforts to maintain the Contract in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by respect to the international petroleum industry under similar circumstances. Operator shall pay Field; (8) Pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and use its reasonable efforts to keep and maintain the Joint Property free from all liens, charges charges, and encumbrances arising out of Joint Operations; (9) pay Pay to the Government from for the Joint AccountAccounts, within the periods and in the manner prescribed by the Contract and Laws / Regulationsall Applicable Laws, all periodic payments, royalties, taxes, fees and other payments pertaining to Joint Operations Operations, but excluding any taxes measured by the incomes income, equity, or net assets of a Party, or any other taxes, penalties, fees or assessments which are the Partiesindividual responsibility of a Party; (10) carry Carry out the obligations of Operator pursuant Contractor under the Contract with respect to the ContractField, including preparing the preparation and furnishing such of reports, records records, and information as may be required pursuant to the Contract;; and (11) haveTake all necessary and proper measures for the protection of life, health. safety, the environment and property in accordance with any decisions the case of an emergency and notify the Parties immediately of the Operating Committee, details of such emergency and measures. (C) Operator shall have the exclusive right and obligation to represent the Parties Parties, in accordance with the directives of the Operating Committee, in all dealings with the Government with respect to matters arising under the Contract and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any such meetings with but only in the Government with respect to such matterscapacity of observers. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract or this Agreement, but in such event such Party shall promptly advise the other Parties, if possible, before and in any event promptly after such discussions, ; provided that such Party shall not be required to divulge to the other Parties any matters discussed to the extent the same involve proprietary information or on matters not affecting the other Parties; (12) in accordance with Article 9.3 and any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery; (13) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator personnel): (i) take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, report to Non-Operators the details of such event and any measures Operator has taken or plans to take in response thereto; (14) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (15) include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractors; and (c) require such contractors to take insurance required by Article 4.7(H).

Rights and Duties of Operator. (Aa) Subject to the terms and conditions of this Agreement, Operator Paltar shall have all of the rights, functions and duties of Operator under the Contract this Agreement and shall will have exclusive charge of and shall conduct all Joint OperationsOperations on the Permit Area under the overall direction of the Operating Committee. Operator Paltar may employ independent contractors and agents (which independent contractors and agents may include an Affiliate agents, including Related Bodies Corporate of OperatorPaltar, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (Bb) Paltar warrants and represents to Nation that the Permit and Paltar’s interest in the Permit is in good standing and is not subject to any breach, default or other circumstance that will or may result in the Permit being surrendered or cancelled or becoming subject to any Encumbrance. Paltar shall: (i) without limiting clause 5.1(c) and subject to applicable Government requirements, ensure that each Work Program and Budget consists of work to be performed on or for the benefit of the Permit Area; (ii) not grant, create or allow the grant or creation of any Encumbrance over Paltar’s interest in the Permit without the prior written consent of Nation; (iii) not sell, transfer, assign or otherwise dispose of Paltar’s interest in the Permit or part with possession of the Permit without the prior written consent of Nation; (iv) immediately notify Nation of any act, event, circumstance, correspondence, notice or other information (in any form and from whatever source) that may cause, or is relevant to, Paltar’s interest in the Permit becoming the subject of an Encumbrance or being surrendered or cancelled; and (v) take all steps as are necessary or appropriate to ensure that the application for, grant and transfer or issue of a Production Licence to Nation occurs as soon as practicable following a decision by Nation under clause 6.1(b). (c) In the conduct of Joint Operations Operator Operations, Paltar shall: (1i) perform Joint Operations in accordance with the provisions of the ContractPermit, Laws / Regulations and the Laws, this Agreement, Agreement and the decisions of the Operating Committee not in conflict with this AgreementCommittee; (2ii) conduct all Joint Operations in a diligent, safe and efficient manner in accordance with such good and prudent petroleum industry oil field practices and field conservation principles as are generally followed by the international petroleum industry under similar circumstances; (3iii) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject to Article 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (5) perform the duties for the Operating Committee set out in Article 5, and prepare and submit to the Operating Committee the proposed Work Programs and Budgets and (if required) AFEs, as provided in Article 6clause 5; (6iv) acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (7v) upon receipt of reasonable advance notice, permit the Nation’s representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations with the right to observe all Joint Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure; (8) maintain the Contract in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry under similar circumstances. Operator shall pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and keep and maintain the Joint Property free from all liens, charges and encumbrances arising out of Joint Operations; (9vi) pay to the Government from the Joint Account, within the periods and in the manner prescribed by the Contract and Laws / RegulationsLaws, all periodic payments, royalties, taxes, fees and other payments amounts pertaining to Joint Operations Operations, but excluding any taxes measured by the incomes of the Parties; (10vii) carry out the obligations of Operator Paltar pursuant to the ContractPermit, including including, but not limited to, preparing and furnishing such reports, records and information as may be required pursuant to the ContractPetroleum Act; (11viii) have, in accordance with any the decisions of the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any meetings with the Government with respect to such matters. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or matters not affecting the Parties; (12ix) act as the Parties’ representative in accordance respect of Native Title Rights and aboriginal heritage issues, negotiate and enter into agreements with Article 9.3 the parties to Native Title Claims, and any decisions in all other respects deal with issues of this kind as and when they arise, including the Operating Committee, assess (to recognition of Native Title Rights and the extent lawful) alternatives for the disposition settlement of Natural Gas from a DiscoveryNative Title Claims; (13x) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil petroleum release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator Paltar personnel): (i) take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, report to Non-Operators notify Nation of the details of such event emergency and any measures Operator it has taken or plans to take in response thereto; (14) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (15) include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractorsresponse; and (cxi) require such contractors do all other acts and things that are reasonably necessary or desirable to take insurance required by Article 4.7(H)fulfil its functions or are incidental to the above powers and duties.

Rights and Duties of Operator. (A) Subject to the terms and conditions of this Agreement, Operator shall have all of the rights, functions and duties of Operator under the Contract and shall have exclusive charge of and shall conduct all Joint Operations. Operator may employ independent contractors and agents (which independent contractors and agents may include an Affiliate of Operator, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (B) In the conduct of Joint Operations Operator shall: (1) perform Joint Operations in accordance with the provisions of this Agreement, the Contract, Laws / Regulations and Regulations, this Agreement, and the decisions of the Operating Committee not in conflict with this Agreement; (2) conduct all Joint Operations in a diligent, safe and efficient manner in accordance with such good and prudent petroleum industry practices and field conservation principles as are generally followed by the international petroleum industry under similar circumstances; (3) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject to Article 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (5) perform the duties for the Operating Committee set out in Article 5, and prepare and submit to the Operating Committee proposed Work Programs and Budgets and (if required) AFEs, as provided in Article 6; (6) acquire all licenses, permits, consents, approvals, and surface approvals or other rights that may be required for or in connection with the conduct of Joint Operations; (7) upon receipt of reasonable advance notice, permit the representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations with the right to observe all Joint Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure; (8) undertake to maintain the Contract Joint Operations in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by the international Alberta petroleum industry under similar circumstances. Operator shall timely pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and use its reasonable endeavors to keep and maintain the Joint Property free from all liens, charges and encumbrances arising out of Joint Operations; (9) pay to the Government from for the Joint Account, within the periods and in the manner prescribed by the Contract and Laws / Regulations, all periodic payments, royalties, taxes, fees and other payments pertaining to Joint Operations but excluding any taxes measured by the incomes of the Parties; (10) carry out the obligations of Operator pursuant to the Contract, including preparing and furnishing such reports, records and information as may be required pursuant to the Contract; (11) have, in accordance with any decisions of the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract this Agreement and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract this Agreement and any necessary Government approvals, Non-Operators shall have the right to attend any meetings with the Government with respect to such matters, but only in the capacity of observers. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or matters not affecting the Parties; (12) in accordance with Article 9.3 and any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery; (1311) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator personnel): (i) take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, report to Non-Operators the details of such event and any measures Operator has taken or plans to take in response thereto; (1412) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (1513) include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractors; and (c) require such contractors to take insurance required by Article 4.7(H).

Rights and Duties of Operator. (Aa) Subject to the terms and conditions of this Agreement, the Permits and the Laws, Operator shall have all of the rights, functions functions, and duties of Operator under the Contract and Permits, shall have exclusive charge of and shall conduct all Joint Operations. Operator may employ independent contractors and agents (which independent contractors and agents may include an Affiliate agents, including Affiliates of Operator, Non-Operators, or Affiliates of a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (Bb) In the conduct of Joint Operations Operations, the Operator shall: (1i) perform Joint Operations in accordance with the provisions of Permits, the ContractLaws, Laws / Regulations and this Agreement, and, subject to clause 5.13, consistent with approved Work Programs and Budgets (and also, when required, the approved AFEs), and the decisions of the Operating Committee not in conflict with this Agreement; (2ii) conduct all Joint Operations in a diligent, safe safe, and efficient manner in accordance with such good and prudent petroleum industry practices and field conservation principles as are generally followed by the international petroleum industry under similar circumstancesGood Oilfield Practice; (3iii) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstancesGood Oilfield Practice; (4iv) charge to the Joint Account in accordance with this Agreement and the Accounting Procedure any damage, loss, cost, or liability arising out of, incidental to, or resulting from Joint Operations; (v) subject to Article 4.6 clause 4.6,7.3(a) and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting ProcedureOperator; (5vi) perform the duties for the Operating Committee set out in Article clause 5, and prepare and submit to the Operating Committee in a timely manner proposed Work Programs and Budgets (and (if required) applicable AFEs), as provided in Article clause 6; (6vii) acquire acquire, maintain, renew and have the right and obligation to represent the Parties in regards to all permits, titles, authorities, licences, consents, approvals, access rights or agreements and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (7viii) upon receipt of reasonable advance noticenotice and subject to compliance with the Operator’s relevant HSE requirements, permit the representatives of any of the Parties Party to have at all reasonable times during normal business hours and at their such Party’s own risk and expense cost, to have reasonable access to the Joint Operations with the right Operations, to observe all Joint Operations and Operations, to inspect all Joint Property Property, to conduct HSE audits, and to conduct financial audits and to observe the taking of inventory as provided for in the Accounting Procedure; (8) ix) maintain the Contract Permits in full force and effect in accordance consistent with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry under similar circumstancesGood Oilfield Practice. Operator shall timely pay and discharge all costs and liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and use its reasonable endeavours to keep and maintain the Joint Property free from all liens, charges charges, and encumbrances Encumbrances arising out of Joint Operations; (9x) subject to clause 19, pay in cash, and/or make available in kind, to the Government from on behalf of the Joint AccountParties, within the periods as required by and in accordance with the manner prescribed by Permits and the Contract and Laws / Regulations, all periodic payments, royalties, taxestaxes (other than project based taxes such as PRRT), fees and other payments pertaining relating to Joint Operations but excluding any taxes measured by the incomes of the Parties; Parties or determined by reference to a Party’s Entitlement. Amending Deed – Joint Operating Agreement (10Beetaloo JV) 32 (xi) carry out the obligations of Operator pursuant to under the ContractPermits, including preparing preparing, furnishing and furnishing maintaining such books, reports, records records, inventories, forecasts and information as may be required pursuant to under the Contract; (11) haveLaw, in accordance with any decisions of the Permits, the Accounting Procedure or by the Operating Committee, the right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any meetings with the Government with respect to such matters. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or matters not affecting the Parties; (12) in accordance with Article 9.3 and any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery; (13) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator personnel): (i) take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, report to Non-Operators the details of such event and any measures Operator has taken or plans to take in response thereto; (14) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (15) include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractors; and (c) require such contractors to take insurance required by Article 4.7(H).

Rights and Duties of Operator. (Aa) Subject to the terms and conditions of this Agreement, Operator Officer shall have all of the rights, functions and duties of Operator under the Contract this Agreement and shall will have exclusive charge of and shall conduct all Joint OperationsOperations on the Nation Blocks under the overall direction of the Operating Committee. Operator Officer may employ independent contractors and agents (which independent contractors and agents may include an Affiliate agents, including Related Bodies Corporate of OperatorOfficer, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (Bb) Officer warrants and represents to Nation that the Permit and Officer’s interest in the Permit is in good standing and is not subject to any breach, default or other circumstance that will or may result in the Permit being surrendered or cancelled or becoming subject to any Encumbrance. Officer shall: (i) without limiting clause 5.1(c) and subject to applicable Government requirements, ensure that each Work Program and Budget consists of work to be performed on or for the benefit of the Nation Blocks; (ii) not grant, create or allow the grant or creation of any Encumbrance over Officer’s interest in the Permit without the prior written consent of Nation; (iii) not sell, transfer, assign or otherwise dispose of Officer’s interest in the Permit or part with possession of the Permit without the prior written consent of Nation; (iv) immediately notify Nation of any act, event, circumstance, correspondence, notice or other information (in any form and from whatever source) that may cause, or is relevant to, Officer’s interest in the Permit becoming the subject of an Encumbrance or being surrendered or cancelled; and (v) take all steps as are necessary or appropriate to ensure that the application for, grant and transfer or issue of a Production Licence to Nation occurs as soon as practicable following a decision by Nation under clause 6.1(b). (c) In the conduct of Joint Operations Operator Operations, Officer shall: (1i) perform Joint Operations in accordance with the provisions of the ContractPermit, Laws / Regulations and the Laws, this Agreement, Agreement and the decisions of the Operating Committee not in conflict with this AgreementCommittee; (2ii) conduct all Joint Operations in a diligent, safe and efficient manner in accordance with such good and prudent petroleum industry oil field practices and field conservation principles as are generally followed by the international petroleum industry under similar circumstances; (3iii) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject to Article 4.6 and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (5) perform the duties for the Operating Committee set out in Article 5, and prepare and submit to the Operating Committee the proposed Work Programs and Budgets and (if required) AFEs, as provided in Article 6clause 5; (6iv) acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (7v) upon receipt of reasonable advance notice, permit the Nation’s representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations with the right to observe all Joint Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure; (8) maintain the Contract in full force and effect in accordance with such good and prudent petroleum industry practices as are generally followed by the international petroleum industry under similar circumstances. Operator shall pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and keep and maintain the Joint Property free from all liens, charges and encumbrances arising out of Joint Operations; (9vi) pay to the Government from the Joint Account, within the periods and in the manner prescribed by the Contract and Laws / RegulationsLaws, all periodic payments, royalties, taxes, fees and other payments amounts pertaining to Joint Operations Operations, but excluding any taxes measured by the incomes of the Parties; (10vii) carry out the obligations of Operator Officer pursuant to the ContractPermit, including including, but not limited to, preparing and furnishing such reports, records and information as may be required pursuant to the ContractPetroleum Act; (11viii) have, in accordance with any the decisions of the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any meetings with the Government with respect to such matters. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government with respect to any issue peculiar to its particular business interests arising under the Contract or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or matters not affecting the Parties; (12ix) act as the Parties’ representative in accordance respect of Native Title Rights and aboriginal heritage issues, negotiate and enter into agreements with Article 9.3 the parties to Native Title Claims, and any decisions in all other respects deal with issues of this kind as and when they arise, including the Operating Committee, assess (to recognition of Native Title Rights and the extent lawful) alternatives for the disposition settlement of Natural Gas from a DiscoveryNative Title Claims; (13x) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil petroleum release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator Officer personnel): (i) take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, report to Non-Operators notify Nation of the details of such event emergency and any measures Operator it has taken or plans to take in response thereto; (14) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (15) include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractorsresponse; and (cxi) require such contractors do all other acts and things that are reasonably necessary or desirable to take insurance required by Article 4.7(H)fulfil its functions or are incidental to the above powers and duties.

Rights and Duties of Operator. (A) Subject to the terms and conditions of this Agreement, Operator shall have all of the rights, functions and duties of as the Operator under the Contract Lease Agreement and shall have exclusive charge of of, and shall conduct conduct, all Joint Operations. Operator may employ independent sub-contractors and and/or agents (which independent contractors and agents may include an Affiliate Affiliates of Operator, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (B) In the conduct of Joint Operations Operations, Operator shall: (1) perform Joint Perform Operations in accordance with the provisions of the Contract, Laws / Regulations and this Lease Agreement, and the decisions of the this Operating Committee not in conflict with this Agreement; (2) conduct Conduct all Joint Operations in a diligent, safe safe, and efficient manner in accordance with such good good, prudent and prudent petroleum industry responsible in-field mining practices and field conservation and environmental principles as are generally followed by the responsible international petroleum mining industry under similar circumstances; (3) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject Subject to Article 4.6 and the Accounting Procedure, neither either gain a profit nor or suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (54) perform Perform the duties for the Operating Committee set out in Article 5V, and prepare and submit to the Operating Committee Parties the proposed Work Programs and Programs, Budgets and (if required) AFEs, AFEs as provided in Article 6VI; (65) acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (7) upon Upon receipt of reasonable advance notice, permit the representatives of any of the Parties to have have, at all reasonable times during normal business hours and at their own risk and expense expense, reasonable access to the Joint Operations with the right to observe all Joint such Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure; (8) maintain 6) Maintain the Contract Lease Agreement in full force and effect to the full extent possible in accordance with such good good, prudent, and prudent petroleum responsible international mining industry practices as are generally followed by operators in the international petroleum mining industry under similar circumstances. Operator shall shall, in a timely manner promptly pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and use its reasonable efforts to keep and maintain the Joint Land Property free from all liens, charges and encumbrances arising out of Joint Operations, unless otherwise prior establishment of project expenses; (97) pay Pay to the Government from the Joint Account, within the periods and in the manner prescribed by the Contract Lease Agreement and Laws / Regulationsall applicable laws and regulations, including the Law, all periodic payments, royalties, taxes, fees fees, and other payments pertaining to Joint Operations Operations, but excluding any taxes measured by the incomes income participation of the Parties; (10) carry 8) Carry out the obligations of Operator pursuant to the ContractLease Agreement, including preparing including, but not limited to, preparing, and furnishing such reports, records and information as may be required pursuant to the ContractLease Agreement; (119) have, in accordance with any decisions of Have the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract Lease Agreement and Joint Operations. Operator shall notify the other Parties as soon as possible in advance of any such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any meetings with the Government with respect to such matters. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government or with MINCOM or GGSA with respect to any issue peculiar to its particular business interests arising under the Contract Lease Agreement or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or on matters not affecting the Parties;; and, (1210) in accordance with Article 9.3 and any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery; (13) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator personnel): (i) take Take all necessary and proper measures for the protection of life, health, the environment environment, and property; and (ii) as soon as reasonably practicableprovided, report to Non-Operators however, that in the case of an emergency, Operator shall immediately notify the Parties of the details of such event emergency and any measures Operator has taken or plans to take in response thereto; (14) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (15) include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractors; and (c) require such contractors to take insurance required by Article 4.7(H)measures.

Rights and Duties of Operator. (A) Subject to the terms and conditions of this Agreement, Operator shall have all of the rights, functions and duties of Operator under the Contract and shall have exclusive charge of and shall conduct all Joint Operations. Operator may employ independent contractors and and/or agents (which independent contractors and agents may include an Affiliate Affiliates of Operator, a Non-Operator, or an Affiliate of a Non-Operator) in such Joint Operations. (B) In the conduct of Joint Operations Operations, Operator shall: (1) perform Perform Joint Operations in accordance with the provisions of the Contract, Laws / Regulations and this Agreement, Agreement and the decisions instructions of the Operating Committee not in conflict with this Agreement; (2) conduct Conduct all Joint Operations in a diligent, safe and efficient manner in accordance with such good and prudent petroleum industry oil field practices and field conservation principles as are generally followed by the international petroleum industry under similar circumstances; (3) exercise due care with respect to the receipt, payment and accounting of funds in accordance with good and prudent practices as are generally followed by the international petroleum industry under similar circumstances; (4) subject Subject to Article 4.6 and the Accounting Procedure, neither either gain a profit nor suffer a loss as a result of being the Operator in its conduct of Joint Operations, provided that Operator may rely upon Operating Committee approval of specific accounting practices not in conflict with the Accounting Procedure; (54) perform Perform the duties for the Operating Committee set out in Article 5V, and prepare and submit to the Operating Committee the proposed Work Programs and Programs, Budgets and (if required) AFEs, AFEs as provided in Article 6VI; (65) acquire Acquire all permits, consents, approvals, and surface or other rights that may be required for or in connection with the conduct of Joint Operations; (76) upon Upon receipt of reasonable advance notice, permit the representatives of any of the Parties to have at all reasonable times during normal business hours and at their own risk and expense reasonable access to the Joint Operations with the right to observe all such Joint Operations and to inspect all Joint Property and to conduct financial audits as provided in the Accounting Procedure; (8) maintain 7) Maintain the Contract in full force and effect to the full extent possible in accordance with such good and prudent petroleum industry practices as are generally followed by operators in the international petroleum industry under similar circumstances. Operator shall shall, in a timely manner promptly pay and discharge all liabilities and expenses incurred in connection with Joint Operations from the Joint Account in a timely manner and use its reasonable efforts to keep and maintain the Joint Property free from all liens, charges and encumbrances arising out of Joint Operations; (9) pay 8) Pay to the Government from for the Joint Account, within the periods and in the manner prescribed by the Contract and Laws / Regulationsall applicable laws and regulations, including the Petroleum Law, all periodic payments, royalties, taxes, fees and other payments pertaining to Joint Operations Operations, but excluding any taxes measured by the incomes of the Parties; (109) carry Carry out the obligations of Operator pursuant to the Contract, including including, but not limited to, preparing and furnishing such reports, records and information as may be required pursuant to the Contract; (1110) have, Have in accordance with any the decisions of the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Contract and Joint Operations, provided always that the Contractor as defined in the Contract shall be entitled to appoint up to four representatives on the Joint Management Committee as defined in Article 6.1 of the Contract. Operator shall notify the other Parties as soon as possible in advance of such meetings. Operator shall keep Non-Operators promptly informed of all material communications between Operator and the Government. Subject to the Contract and any necessary Government approvals, Non-Operators shall have the right to attend any such meetings with but only in the Government with respect to such matterscapacity of observers except where one of their representatives has been appointed by the Contractor as a representative of the Contractor on the Joint Management Committee. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government or with GNPC with respect to any issue peculiar to its particular business interests arising under the Contract or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information or on matters not affecting the Parties; (1211) in accordance with Article 9.3 and any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery; (13) in case of an emergency (including a significant fire, explosion, Natural Gas release, Crude Oil release, or sabotage; an incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Operator personnel): (i) take Take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicableprovided, report to Non-Operators however, that in the case of an emergency, Operator shall immediately notify the Parties of the details of such event emergency and any measures Operator has taken or plans to take in response thereto;measures; and (1412) establish and implement pursuant to Article 4.12 an HSE plan to govern Joint Operations which is designed to ensure compliance with applicable HSE laws, rules and regulations and this Agreement; (15) includeInclude, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: (a) establish that such contractors can only enforce their contracts against Operator; (b) permit Operator, on behalf of itself and Non-Operators, to enforce contractual indemnities against, and recover losses and damages suffered by them (insofar as recovered under their contracts) from, such contractors; and (c) require such contractors to take insurance required by Article 4.7(H4.7 (F).