Common use of United States Tax Election Clause in Contracts

United States Tax Election. (a) For United Stated Federal Income Tax Purposes, each U.S. Party hereby elects to be excluded from the application of all the provisions of Subchapter K, Chapter 1, Subtitle A, of the United States Internal Revenue Code of 1986, as permitted by Section 761 of said Code and the Regulations promulgated thereunder. (b) Should there be any requirement that each U.S. Party evidence this election, each Party agrees to execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or may otherwise be necessary. Each Party further agrees not to give any notices or take any other action inconsistent with the election made hereby. (c) If any further income tax law of the United States contains provisions similar to those contained in said Subchapter K, under which an election similar to that provided by Section 761 is permitted, each U.S. Party agrees to make such elections as may be permitted by such laws. In making this election, each U.S. Party affirms that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (d) Unless approved by every U.S. Party, no activity shall be conducted under this Agreement that would cause any Non-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or regulations. (e) Nothing in this Agreement shall be interpreted to require any Party to do or execute any document that might subject it or its income or property to United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxation. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax law.

United States Tax Election. (ai) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership, each U.S. Party hereby elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator, if it is a U.S. Party, is authorized and directed to execute and file for each Party such evidence of this election as may be required by the Internal Revenue Service, including all of the returns, statements, and data required by United States Treasury Regulations promulgated thereunder. (bSections 1.761-2 and 1.6031(a)-1(b)(5) and shall provide a copy thereof to each U.S. Party. However, if Operator is not a U.S. Party, the Party who holds the greatest Participating Interest among the U.S. Parties shall fulfill the obligations of Operator under this Section. Should there be any requirement that each U.S. any Party give further evidence of this election, each Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. (ii) No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) foregoing election. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permittedpermitted Operator (or each U.S. Party if required for such purpose) shall make such election as may be permitted or required by such laws and each Non-U.S. Party shall join therein to the least extent necessary to permit such election to be effectively made. In making the foregoing election or elections, each U.S. Party agrees to make such elections as may be permitted by such laws. In making this election, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (diii) Unless approved by every non-U.S. Party, no activity shall be conducted under this Agreement that would cause any Nonnon-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or regulations. (e) Nothing in this Agreement shall be interpreted to require any Party to do or execute any document that might subject it or its income or property to United States taxation and regulations or to render liable to United States taxation any Party which prior to entering into this Agreement was not be subject to United States taxationany U.S. tax reporting or payment obligations that it would not otherwise be subject to. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax law.

United States Tax Election. (a) For A. If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership and if the Parties have not agreed to form a tax partnership, each U.S. Party hereby elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator, if it is a U.S. Party, is authorized and directed to execute and file for each Party such evidence of this election as may be required by the Internal Revenue Service, including all of the returns, statements, and data required by United States Treasury Regulations promulgated thereunder. (bs 1.761-2 and 1.6031(a)-1(b)(5) and shall provide a copy thereof to each U.S. Party. However, if Operator is not a U.S. Party, Farmor, or its designee, shall fulfill the obligations of Operator under this Article. Should there be any requirement that each U.S. any Party give further evidence of this election, each Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. B. No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) foregoing election. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections election as may be permitted or required by such laws. In making this electionthe foregoing election or elections, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (d) C. Unless approved by every Non-U.S. Party, no activity shall be conducted under this Agreement that would cause any Non-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or and regulations. (e) Nothing in this Agreement shall be interpreted to require any Party to do or execute any document that might subject it or its income or property to United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxation. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax law.

United States Tax Election. (a) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, each U.S. this Agreement and the operations under this Agreement are regarded as a partnership, the Parties have agreed not to form a tax partnership. Each Party hereby elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator, if it is a U.S. Party, is authorized and directed to execute and file for each Party such evidence of this election as may be required by the Internal Revenue Service, including all of the returns, statements, and data required by United States Treasury Regulations promulgated thereunder. (bSections 1.761-2 and 1.6031(a)-1(b)(5) and shall provide a copy thereof to each U.S. Party. However, if Operator is not a U.S. Party, the Party who holds the greatest Participating Interest among the U.S. Parties shall fulfill the obligations of Operator under this Article. Should there be any requirement that each U.S. either Party give further evidence of this election, each Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessarynecessary to evidence this election. Each Neither Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) foregoing election. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections election as may be permitted or required by such laws. In making this electionthe foregoing election or elections, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (d) . Unless approved by every Non-U.S. Party, no activity shall be conducted under this Agreement that would cause any Non-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or and regulations. (e) Nothing in this Agreement shall be interpreted to require any Party to do or execute any document that might subject it or its income or property to United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxation. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax law.

United States Tax Election. (aA) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership and if the Parties have not agreed to form a tax partnership, each U.S. Party hereby elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator, if it is a U.S. Party, is authorized and directed to execute and file for each U.S. Party such evidence of this election as may be required by the Internal Revenue Service, including all of the returns, statements, and data required by United States Treasury Regulations promulgated thereunder. (bSections 1.761-2 and 1.6031(a)-1(b)(5) and shall provide a copy thereof to each U.S. Party. However, if Operator is not a U.S. Party, the Party who holds the greatest Participating Interest among the U.S. Parties shall fulfill the obligations of Operator under this Article 14.3. Should there be any requirement that each any U.S. Party give further evidence of this election, each U.S. Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. (B) No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) foregoing election. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections election as may be permitted or required by such laws. In making this electionthe foregoing election or elections, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (dC) Unless approved by every Non-U.S. Party, no activity shall be conducted under this Agreement that would cause any Non-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or and regulations. (eD) Nothing in this Agreement A Non-U.S. Party shall not be interpreted to require any Party required to do any act or execute any document that instrument which might subject it or its income or property to the taxation jurisdiction of the United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxationStates. (fE) For the purposes of this clause 11.3Article 14.3, “U.S. Party” shall mean any Party that is subject to the income tax law of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax law.

United States Tax Election. (ai) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership, each U.S. Party hereby elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted andauthorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator, if it is a U.S. Party, is authorized and directed to execute and file for each Party such evidence of this election as may be required by the Internal Revenue Service, including all of the returns, statements, and data required by United States Treasury Regulations promulgated thereunder. Sections 1.761-2 and 1.6031(a)-1 (bb)(5) and shall provide a copy thereof to each U.S. Party. However, if Operator is not a U.S. Party, the Party who holds the greatest Participating Interest among the U.S. Parties shall fulfill the obligations of Operator under this Section. Should there be any requirement that each U.S. any Party give further evidence of this election, each Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. (ii) No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) foregoing election. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permittedpermitted Operator (or each U.S. Party if required for such purpose) shall make such election as may be permitted or required by such laws and each Non-U.S. Party shall join therein to the least extent necessary to permit such election to be effectively made. In making the foregoing election or elections, each U.S. Party agrees to make such elections as may be permitted by such laws. In making this election, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (diii) Unless approved by every non-U.S. Party, no activity shall be conducted under this Agreement that would cause any Nonnon-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or regulations. (e) Nothing in this Agreement shall be interpreted to require any Party to do or execute any document that might subject it or its income or property to United States taxation and regulations or to render liable to United States taxation any Party which prior to entering into this Agreement was not be subject to United States taxationany U.S. tax reporting or payment obligations that it would not otherwise be subject to. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax law.

United States Tax Election. (a) For United Stated Federal Income Tax Purposes, each U.S. Party hereby elects to be excluded from the application of all the provisions of Subchapter K, Chapter 1, Subtitle A, of the United States Internal Revenue Code of 1986, as permitted by Section 761 of said Code and the Regulations promulgated thereunder. (b) Should there be any requirement that each U.S. Party evidence this election, each Party agrees to execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or may otherwise be necessary. Each Party further agrees not to give any notices or take any other action inconsistent with the election made hereby. (c) If any further income tax law of the United States contains provisions similar to those contained in said Subchapter K, under which an election similar to that provided by Section 761 is permitted, each U.S. Party agrees to make such elections as may be permitted by such laws. In making this election, each U.S. Party affirms that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (d) Unless approved by every U.S. Party, no activity shall be conducted under this Agreement that would cause any Non-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or regulations. (e) Nothing in this Agreement shall be interpreted to require any Party to do or execute any document that might subject it or its income or property to United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxation. (f) For the purposes of this clause Clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax law.

United States Tax Election. (a) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership (and if the Parties have not agreed to form a tax partnership), each U.S. US Party hereby (as defined below) elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the Code), as permitted and authorised by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator (or other Party designated by a majority of US Parties) is authorised and directed to execute and file for each US Party such evidence of this election as may be required by the Internal Revenue Service, including specifically, but not by way of limitation, all of the returns, statements, and the data required by United States Treasury Regulations promulgated thereunder.Sections 1.761-2 and (b) 1. 6031-1(d)(2), and shall provide a copy thereof to each US Party. Should there be any requirement that each U.S. any US Party give further evidence of this election, each US Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. (b) No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) above, If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. US Party agrees to shall make such elections election as may be permitted or required by such laws. In making this the foregoing election, each U.S. US Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (c) For the purposes of this Article 14, US Party shall mean any Party which is subject to the income tax laws of the United States in respect of operations under this Agreement. (d) Unless approved by every U.S. Party, no No activity shall be conducted under this Agreement that would cause any Non-U.S. Party that is not a US Party to be deemed to be engaged in a trade or business within the United States under United States income applicable tax laws or and regulations. (e) Nothing in this Agreement A Party which is not a US Party shall not be interpreted to require any Party required to do any act or execute any document that instrument which might subject it or its income or property to United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxation. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law taxation jurisdiction of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax lawStates.

United States Tax Election. (aA) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership (and if the Parties have not agreed to form a tax partnership), each “U.S. Party hereby Party” (as defined below) elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator is authorised and directed to execute and file for each U.S. Party such evidence or this election as may be required by the Internal Revenue Service, including specifically, but not by way of limitation, all of the returns, statements, and the data required by United States Treasury Regulations promulgated thereunder. (b) Sections 1.761-2 and 1.6031(a)-1(b)(5), and shall provide a copy thereof to each U.S. Party. Should there be any requirement that each any U.S. Party give further evidence of this election, each U.S Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. (B) No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) above. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections as may be permitted or required by such laws. In making this the foregoing election, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (dC) Unless approved by every For the purposes of this Article XIV, “U.S. Party, no ” shall mean any Party which is subject to the income tax law of the United States in respect of operations under this Agreement. (D) No activity shall be conducted under this Agreement that would cause any Non-Party that is not a U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income applicable tax laws or and regulations. (eE) Nothing in this Agreement A Party which is not a U.S. Party shall not be interpreted to require any Party required to do any act or execute any document that instrument which might subject it or its income or property to United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxation. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law taxation jurisdiction of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax lawStates.

United States Tax Election. (aA) For If, for United Stated Federal Income Tax PurposesStates federal income tax puposes, this Agreement and the operations under this Agreement are regarded as a partnership (and if the Parties have not agreed to form a tax partnership), each “U.S. Party hereby Party” (as defined below) elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator is authorized and directed to execute and file for each U.S. Party such evidence of this election as may be required by the Internal Revenue Service, including specifically, but not by way of limitation, all of the returns, statements, and the data required by United States Treasury Regulations promulgated thereunder. (b) Sections 1.761-2 and 1.6031(a)-1(b)(5), and shall provide a copy thereof to each U.S. Party. Should there be any requirement that each any U.S. Party give further evidence of this election, each U.S. Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. (B) No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) above. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections election as may be permitted or required by such laws. In making this the foregoing election, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (dC) Unless approved by every For the purposes of this Article XIV, “U.S. Party, no ” shall mean any Party which is subject to the income tax law of the United States in respect of operations under this Agreement. (D) No activity shall be conducted under this Agreement that would cause any Non-Party that is not a U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income applicable tax laws or and regulations. (eE) Nothing in this Agreement A Party which is not a U.S. Party shall not be interpreted to require any Party required to do any act or execute any document that instrument which might subject it or its income or property to United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxation. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law taxation jurisdiction of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax lawStates.

United States Tax Election. (aA) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership and if the Parties have not agreed to form a tax partnership, each U.S. Party hereby elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Unit Operator, if it is a U.S. Party, is authorized to execute and file for each U.S. Party such evidence of this election as may be required by the Internal Revenue Service, including all of the returns, statements, and data required by United States Treasury Regulations promulgated thereunderSections 1.761-2 and 1.6031(a)-l, and shall provide a copy thereof to each U.S. Party. However, if Unit Operator is not a U.S. Party, the Party who holds the greatest Unit Interest among the U.S. Parties shall fulfill the obligations of Unit Operator under this Article 16.3, and in the event Kosmos and Anadarko have the greatest, and equal, Unit Interests, such obligations shall be fulfilled by Anadarko. (bB) Should there be any requirement that each any U.S. Party give further evidence of this election, each U.S. Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. (C) No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) foregoing election. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections election as may be permitted or required by such laws. In making this electionthe foregoing election or elections, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (dD) Unless approved by every Non-U.S. Party, no activity shall be conducted under this Agreement that would cause any Non-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or and regulations. (eE) Nothing in this Agreement A Non-U.S. Party shall not be interpreted to require any Party required to do any act or execute any document that instrument which might subject it or its income or property to the taxation jurisdiction of the United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxationStates. (fF) For the purposes of this clause 11.3Article 16.3, “U.S. Party” shall mean any Party that is subject to the income tax law laws of the United States in with respect with to operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax lawlaws.

United States Tax Election. (a) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership, each U.S. Party hereby elects to be excluded from the application of all of the provisions of Subchapter "K", Chapter 1, Subtitle "A, " of the United States Internal Revenue Code of 1986, as amended (the "Code"), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator, if it is a U.S. Party, is authorized and directed to execute and file for each Party such evidence of this election as may be required by the Internal Revenue Service, including all of the returns, statements, and data required by United States Treasury Regulations promulgated thereunder. (bSections 1.761-2 and 1.6031(a)-1(b)(5) and shall provide a copy thereof to each U.S. Party. However, if Operator is not a U.S. Party, the Party who holds the greatest Participating Interest among the U.S. Parties shall fulfill the obligations of Operator under this Section. Should there be any requirement that each U.S. any Party give further evidence of this election, each Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessarynecessary to evidence this election. Each No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) foregoing election. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter "K", Chapter 1, Subtitle "A" of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permittedpermitted Operator (or each U.S. Party if required for such purpose) shall make such election as may be permitted or required by such laws and each Non-U.S. Party shall join therein to the least extent necessary to permit such election to be effectively made. In making the foregoing election or elections, each U.S. Party agrees to make such elections as may be permitted by such laws. In making this election, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (d) . Unless approved by every non-U.S. Party, no activity shall be conducted under this Agreement that would cause any Nonnon-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or regulations. (e) Nothing in this Agreement shall be interpreted to require any Party to do or execute any document that might subject it or its income or property to United States taxation and regulations or to render liable to United States taxation any Party which prior to entering into this Agreement was not be subject to United States taxationany U.S. tax reporting or payment obligations that it would not otherwise be subject to. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax law.

United States Tax Election. (aA) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership (and if the Parties have not agreed to form a tax partnership), each “U.S. Party hereby Party” (as defined below) elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator is authorized and directed to execute and file for each U.S. Party such evidence or this election as may be required by the Internal Revenue Service, including specifically, but not by way of limitation, all of the returns, statements, and the data required by United States Treasury Regulations promulgated thereunder. (b) Sections 1.761-2 and 1.6031(a)-1(b)(5), and shall provide a copy thereof to each U.S. Party. Should there be any requirement that each any U.S. Party give further evidence of this election, each U.S. Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. (B) No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) above. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections as may be permitted or required by such laws. In making this the foregoing election, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (dC) Unless approved by every For the purposes of this Article XIII, “U.S. Party, no ” shall mean any Party which is subject to the income tax law of the United States in respect of operations under this Agreement. (D) No activity shall be conducted under this Agreement that would cause any Non-Party that is not a U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income applicable tax laws or and regulations. (eE) Nothing in this Agreement A Party which is not a U.S. Party shall not be interpreted to require any Party required to do any act or execute any document that instrument which might subject it or its income or property to United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxation. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law taxation jurisdiction of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax lawStates.

United States Tax Election. (aA) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership and if the Parties have not agreed to form a tax partnership, each U.S. Party hereby elects to be excluded from the application of all of the provisions of Subchapter "K", Chapter 1, Subtitle "A, " of the United States Internal Revenue Code of 1986, as amended (the "Code"), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator, if it is a U.S. Party, is authorized and directed to execute and file for each U.S. Party such evidence of this election as may be required by the Internal Revenue Service, including all of the returns, statements, and data required by United States Treasury Regulations promulgated thereunder. (bSections 1.761-2 and 1.6031(a)-1(b)(5) and shall provide a copy thereof to each U.S. Party. However, if Operator is not a U.S. Party, the Party who holds the greatest Participating Interest among the U.S. Parties shall fulfill the obligations of Operator under this Article 14.3. Should there be any requirement that each any U.S. Party give further evidence of this election, each U.S. Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. (B) No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) foregoing election. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter "K", Chapter 1, Subtitle "A" of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections election as may be permitted or required by such laws. In making this electionthe foregoing election or elections, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (dC) Unless approved by every Non-U.S. Party, no activity shall be conducted under this Agreement that would cause any Non-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or and regulations. (eD) Nothing in this Agreement A Non-U.S. Party shall not be interpreted to require any Party required to do any act or execute any document that instrument which might subject it or its income or property to the taxation jurisdiction of the United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxationStates. (fE) For the purposes of this clause 11.3Article 14.3, “"U.S. Party” " shall mean any Party that is subject to the income tax law of the United States in respect with operations under this Agreement. “"Non-U.S. Party” " shall mean any Party that is not subject to such income tax law.

United States Tax Election. (aA) For If, for United Stated Federal Income Tax PurposesStates federal income tax puposes, this Agreement and the operations under this Agreement are regarded as a partnership (and if the Parties have not agreed to form a tax partnership), each “U.S. Party hereby Party” (as defined below) elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator is authorized and directed to execute and file for each U.S. Party such evidence of this election as may be required by the Internal Revenue Service, including specifically, but not by way of limitation, all of the returns, statements, and the data required by United States Treasury Regulations promulgated thereunder. (b) Sections 1.761-2 and 1.6031(a)- 1(b)(5), and shall provide a copy thereof to each U.S. Party. Should there be any requirement that each any U.S. Party give further evidence of this election, each U.S. Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. (B) No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) above. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections election as may be permitted or required by such laws. In making this the foregoing election, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (dC) Unless approved by every For the purposes of this Article XIV, “U.S. Party, no ” shall mean any Party which is subject to the income tax law of the United States in respect of operations under this Agreement. (D) No activity shall be conducted under this Agreement that would cause any Non-Party that is not a U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income applicable tax laws or and regulations. (eE) Nothing in this Agreement A Party which is not a U.S. Party shall not be interpreted to require any Party required to do any act or execute any document that instrument which might subject it or its income or property to United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxation. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law taxation jurisdiction of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax lawStates.

United States Tax Election. (aA) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership and if the Parties have not agreed to form a tax partnership, each U.S. Party hereby elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator, if it is a U.S. Party, is authorized and directed to execute and file for each Party such evidence of this election as may be required by the Internal Revenue Service, including all of the returns, statements, and data required by United States Treasury Regulations promulgated thereunder. (bSections 1.761-2 and 1.6031(a)-1(b)(5) and shall provide a copy thereof to each U.S. Party. However, if Operator is not a U.S. Party, the Party who holds the greatest Participating Interest among the U.S. Parties shall fulfill the obligations of Operator under this Article. Should there be any requirement that each U.S. any Party give further evidence of this election, each Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. (B) No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) foregoing election. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections election as may be permitted or required by such laws. In making this electionthe foregoing election or elections, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (d) Unless approved by every U.S. Party, no activity shall be conducted under this Agreement that would cause any Non-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or regulations. (e) Nothing in this Agreement shall be interpreted to require any Party to do or execute any document that might subject it or its income or property to United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxation. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax law.

United States Tax Election. (aA) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership and if the Parties have not agreed to form a tax partnership, each U.S. Party hereby elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator, if it is a U.S. Party, is authorized and directed to execute and file for each Party such evidence of this election as may be required by the Internal Revenue Service, including all of the returns, statements, and data required by United States Treasury Regulations promulgated thereunder. (bSections 1.761-2 and 1.6031(a)-1(b)(5) and shall provide a copy thereof to each U.S. Party. However, if Operator is not a U.S. Party, the Party who holds the greatest Participating Interest among the U.S. Parties shall fulfill the obligations of Operator under this Article. Should there be any requirement that each U.S. any Party give further evidence of this election, each Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. (B) No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) foregoing election. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections election as may be permitted or required by such laws. In making this electionthe foregoing election or elections, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (dC) Unless approved by every Non-U.S. Party, no activity shall be conducted under this Agreement that would cause any Non-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or and regulations. (e) Nothing in this Agreement shall be interpreted to require any Party to do or execute any document that might subject it or its income or property to United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxation. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax law.

United States Tax Election. (a) For a. If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership and if the Parties have not agreed to form a tax partnership, each U.S. Party hereby elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator, if it is a U.S. Party, is authorized and directed to execute and file for each Party such evidence of this election as may be required by the Internal Revenue Service, including all of the returns, statements, and data required by United States Treasury Regulations promulgated thereunder. (bSections 1.761-2 and 1.6031(a)-1(b)(5) and shall provide a copy thereof to each U.S. Party. However, if Operator is not a U.S. Party, the Party who holds the greatest Participating Interest among the U.S. Parties shall fulfill the obligations of Operator under this Section 9.3. Should there be any requirement that each U.S. any Party give further evidence of this election, each Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. b. No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) foregoing election. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections election as may be permitted or required by such laws. In making this electionthe foregoing election or elections, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (d) c. Unless approved by every Non-U.S. Party, no activity shall be conducted under this Agreement that would cause any Non-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or and regulations. (e) Nothing in this Agreement shall be interpreted to require any Party to do or execute any document that might subject it or its income or property to United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxation. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax law.

United States Tax Election. (aA) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership and if the Parties have not agreed to form a tax partnership, each U.S. Party hereby elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator, if it is a U.S. Party, is authorized and directed to execute and file for each U.S. Party such evidence of this election as may be required by the Internal Revenue Service, including all of the returns, statements, and data required by United States Treasury Regulations promulgated thereunder. (bSections 1.761-2 and 1.6031(a)-1(b)(5) and shall provide a copy thereof to each U.S. Party. However, if Operator is not a U.S. Party, the Party who holds the greatest Participating Interest among the U.S. Parties shall fulfill the obligations of Operator under this Article 13.3. Should there be any requirement that each any U.S. Party give further evidence of this election, each U.S. Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. (B) No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) foregoing election. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections election as may be permitted or required by such laws. In making this electionthe foregoing election or elections, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (dC) Unless approved by every Non-U.S. Party, no activity shall be conducted under this Agreement that would cause any Non-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or and regulations. (eD) Nothing in this Agreement A Non-U.S. Party shall not be interpreted to require any Party required to do any act or execute any document that instrument which might subject it or its income or property to the taxation jurisdiction of the United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxationStates. (fE) For the purposes of this clause 11.3Article 13.3, “U.S. Party” shall mean any Party that is subject to the income tax law of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax law.

United States Tax Election. (aA) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership (and if the Parties have not agreed to form a tax partnership), each “U.S. Party hereby Party” (as defined below) elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator is authorized and directed to execute and file for each U.S. Party such evidence or this election as may be required by the Internal Revenue Service, including specifically, but not by way of limitation, all of the returns, statements, and the data required by United States Treasury Regulations promulgated thereunder. (b) Sections 1.761-2 and 1.6031(a)-1(b)(5), and shall provide a copy thereof to each U.S. Party. Should there be any requirement that each any U.S. Party give further evidence of this election, each U.S. Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. (B) No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) above. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections as may be permitted or required by such laws. In making this the foregoing election, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (dC) Unless approved by every For the purposes of this Article XIII, “U.S. Party, no ” shall mean any Party which is subject to the income tax law of the United States in respect of operations under this Agreement. (D) No activity shall be conducted under this Agreement that would cause any Non-Party that is not a U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income applicable tax laws or and regulations. (e) Nothing in this Agreement shall be interpreted to require any Party to do or execute any document that might subject it or its income or property to United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxation. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax law.

United States Tax Election. (a) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, each U.S. this Agreement and the operations under this Agreement are regarded as a partnership, the Parties have agreed not to form a tax partnership. Each Party hereby elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator, if it is a U.S. Party, is authorized and directed to execute and file for each Party such evidence of this election as may be required by the Internal Revenue Service, including all of the returns, statements, and data required by United States Treasury Regulations promulgated thereunder. (bSections 1.761-2 and 1.6031(a)-1(b)(5) and shall provide a copy thereof to each U.S. Party. However, if Operator is not a U.S. Party, the Party who holds the greatest Participating Interest among the U.S. Parties shall fulfill the obligations of Operator under this Article. Should there be any requirement that each U.S. either Party give further evidence of this election, each Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessarynecessary to evidence this election. Each Neither Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) foregoing election. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections election as may be permitted or required by such laws. In making this electionthe foregoing election or elections, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (d) . Unless approved by every Non-U.S. Party, no activity shall be conducted under this Agreement that would cause any Non-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or and regulations.. - 34 - CLAUSE 8 CONFIDENTIALITY (e) Nothing in 8.1 Each Party agrees that the terms of this Agreement shall be interpreted to require any Party to do or execute any document that might subject it or its income or property to United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxation. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law of the United States in respect with operations and all information disclosed under this Agreement. “Non-U.S. Party” shall mean any Party , except information that is not subject publicly available or lawfully in possession of a Party prior to such income tax lawthe date of execution hereof, shall be considered confidential and shall be held confidential on the same terms and for the same period as set out in the JOA. 8.2 All data and information received by the Farmee under the Confidentiality Agreement between the Farmor and Farmee dated 10 October 2012 shall be held on the terms set out in this Clause 8.

United States Tax Election. (a) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, each U.S. this Agreement and the operations under this Agreement are regarded as a partnership, the Parties have agreed not to form a tax partnership. Each Party hereby elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator, if it is a U.S. Party, is authorized and directed to execute and file for each Party such evidence of this election as may be required by the Internal Revenue Service, including all of the returns, statements, and data required by United States Treasury Regulations promulgated thereunder. (bSections 1.761-2 and 1.6031(a)-1(b)(5) and shall provide a copy thereof to each U.S. Party. However, if Operator is not a U.S. Party, the Party who holds the greatest Participating Interest among the U.S. Parties shall fulfill the obligations of Operator under this Article. Should there be any requirement that each U.S. either Party give further evidence of this election, each Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessarynecessary to evidence this election. Each Neither Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) foregoing election. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections election as may be permitted or required by such laws. In making this electionthe foregoing election or elections, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (d) . Unless approved by every Non-U.S. Party, no activity shall be conducted under this Agreement that would cause any Non-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or and regulations. (e) Nothing in . CLAUSE 8 CONFIDENTIALITY 8.1 Each Party agrees that the terms of this Agreement shall be interpreted to require any Party to do or execute any document that might subject it or its income or property to United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxation. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law of the United States in respect with operations and all information disclosed under this Agreement. “Non-U.S. Party” shall mean any Party , except information that is not subject publicly available or lawfully in possession of a Party prior to such income tax lawthe date of execution hereof, shall be considered confidential and shall be held confidential on the same terms and for the same period as set out in the JOA.

United States Tax Election. (a) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership and if the Parties have not agreed to form a tax partnership, each U.S. Party hereby elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 19861986 (the Code), as to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator, if it is a U.S. Party, is authorized and directed to sign and file for each U.S. Party such evidence of this election as may be required by the Internal Revenue Service, including all of the returns, statements, and data required by the United States Treasury Regulations promulgated thereunder. (bSections 1.761-2 and 1.6031(a)-1(b)(5) and shall provide a copy of such filing to each U.S. Party. However, if Operator is not a U.S. Party, the Party who holds the greatest Participating Interest among U.S. Parties shall fulfill the obligations of Operator under this clause 14.3. Should there be any requirement that each any U.S. Party give further evidence of this election, each U.S. Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. (b) No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) foregoing election. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections election as may be permitted or required by such laws. In making this electionthe foregoing election or elections, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (dc) Unless approved by every Non-U.S. Party, no activity shall be conducted under this Agreement that would cause any Non-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or and regulations. (ed) Nothing in this Agreement A Non-U.S. Party shall not be interpreted to require any Party required to do any act or execute sign any document instrument that might subject it or its income or property to the taxation jurisdiction of the United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxationStates. (fe) For the purposes of this clause 11.314.3, “(i) U.S. Party” Party shall mean any Party that is subject to the income tax law of the United States in respect with operations under this Agreement. “Agreement and (ii) Non-U.S. Party” Party shall mean any Party that is not subject to such income tax law.

United States Tax Election. (a) For A. If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership and if the Parties have not agreed to form a tax partnership, each U.S. Party hereby elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. The Party holding the greatest Participating Interest whose ultimate parent company is a U.S. party is authorized and directed to execute and file for each Party such evidence of this election as may be required by the Internal Revenue Service, including all of the returns, statements, and data required by United States Treasury Regulations promulgated thereunder. (bSections 1.761-2 and 1.6031(a)-1(b)(5) and shall provide a copy thereof to each Party whose parent company is a U.S. party. Should there be any requirement that each U.S. any Party give further evidence of this election, each Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. B. No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) foregoing election. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections election as may be permitted or required by such laws. In making this electionthe foregoing election or elections, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (d) C. Unless approved by every Non-U.S. Party, no activity shall be conducted under this Agreement that would cause any Non-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or and regulations. (e) Nothing in this Agreement shall be interpreted to require any Party to do or execute any document that might subject it or its income or property to United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxation. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax law.

United States Tax Election. (a) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, each U.S. this Agreement and the operations under this Agreement are regarded as a partnership, the Parties have agreed not to form a tax partnership. Each Party hereby elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator, if it is a U.S. Party, is authorized and directed to execute and file for each Party such evidence of this election as may be required by the Internal Revenue Service, including all of the returns, statements, and data required by United States Treasury Regulations promulgated thereunder. (bSections 1.761-2 and 1.6031(a)-1(b)(5) and shall provide a copy thereof to each U.S. Party. However, if Operator is not a U.S. Party, the Party who holds the greatest Participating Interest among the U.S. Parties shall fulfill the obligations of Operator under this Article. Should there be any requirement that each U.S. either Party give further evidence of this election, each Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessarynecessary to evidence this election. Each Neither Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) foregoing election. If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. Party agrees to shall make such elections election as may be permitted or required by such laws. In making this electionthe foregoing election or elections, each U.S. Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (d) . Unless approved by every Non-U.S. Party, no activity shall be conducted under this Agreement that would cause any Non-U.S. Party to be deemed to be engaged in a trade or business within the United States under United States income tax laws or and regulations. (e) Nothing in 8.1 Each Party agrees that the terms of this Agreement shall be interpreted to require any Party to do or execute any document that might subject it or its income or property to United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxation. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law of the United States in respect with operations and all information disclosed under this Agreement. “Non-U.S. Party” shall mean any Party , except information that is not subject publicly available or lawfully in possession of a Party prior to such income tax lawthe date of execution hereof, shall be considered confidential and shall be held confidential on the same terms and for the same period as set out in the JOA. 8.2 All data and information received by the Farmee under the Confidentiality Agreement between the Farmor and Farmee dated 10 October 2012 shall be held on the terms set out in this Clause 8.

United States Tax Election. (a) For If, for United Stated Federal Income Tax PurposesStates federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership (and if the Parties have not agreed to form a tax partnership), each U.S. US Party hereby (as defined below) elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A, ” of the United States Internal Revenue Code of 1986, as amended (the Code), as permitted and authorised by Section 761 761(a) of said the Code and the regulations promulgated under the Code. Operator (or other Party designated by a majority of US Parties) is authorised and directed to execute and file for each US Party such evidence of this election as may be required by the Internal Revenue Service, including specifically, but not by way of limitation, all of the returns, statements, and the data required by United States Treasury Regulations promulgated thereunder.Sections 1.761-2 and 49 (b) 1. 6031-1(d)(2), and shall provide a copy thereof to each US Party. Should there be any requirement that each U.S. any US Party give further evidence of this election, each US Party agrees to shall execute such documents and furnish such other evidence as may be required by the United States Internal Revenue Service or as may otherwise be necessary. Each necessary to evidence this election. (b) No Party further agrees not to shall give any notices notice or take any other action inconsistent with the election made hereby. (c) above, If any further income tax law laws of any state or other political subdivision of the United States contains or any future income tax laws of the United States or any such political subdivision contain provisions similar to those contained in said Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761 761(a) of the Code is permitted, each U.S. US Party agrees to shall make such elections election as may be permitted or required by such laws. In making this the foregoing election, each U.S. US Party affirms states that the income derived by it from the operations under this Agreement can be adequately determined without the computation of partnership taxable income. (c) For the purposes of this Article 14, US Party shall mean any Party which is subject to the income tax laws of the United States in respect of operations under this Agreement. (d) Unless approved by every U.S. Party, no No activity shall be conducted under this Agreement that would cause any Non-U.S. Party that is not a US Party to be deemed to be engaged in a trade or business within the United States under United States income applicable tax laws or and regulations. (e) Nothing in this Agreement A Party which is not a US Party shall not be interpreted to require any Party required to do any act or execute any document that instrument which might subject it or its income or property to United States taxation or to render liable to United States taxation any Party which prior to entering into this Agreement was not subject to United States taxation. (f) For the purposes of this clause 11.3, “U.S. Party” shall mean any Party that is subject to the income tax law taxation jurisdiction of the United States in respect with operations under this Agreement. “Non-U.S. Party” shall mean any Party that is not subject to such income tax lawStates.