Common use of Development Operations Clause in Contracts

Development Operations. (a) All Development Operations conducted by any Third Party Operator shall be conducted subject to the terms and conditions of the Applicable Operating Agreement or Springfield Ownership Agreement, as applicable. SM shall not, without ▇▇▇▇▇▇’s prior written consent (which consent shall not be unreasonably withheld or delayed) amend or agree to amend the Anadarko Agreement, including the form of Joint Operating Agreement attached to the Anadarko Agreement as Exhibit C, or consent to the use of any form of joint operating agreement for an acquisition under the Anadarko AMI other than the form attached to the Anadarko Agreement as Exhibit C (except an operating agreement already in place for Leases and/or ▇▇▇▇▇ at the time SM agrees to acquire such Leases and/or ▇▇▇▇▇). (b) All Development Operations conducted by SM as Operator shall be conducted subject to the terms and conditions of the applicable SMJOA. (c) Pursuant to Section 3.2, Mitsui shall be responsible for funding all Carried Costs resulting from any Development Operation, as well as paying its own Development Costs with respect to any such Development Operation if it elects to participate in such Development Operation. Except as provided in the preceding sentence, SM shall be responsible for its own Development Costs with respect to any such Development Operation. Mitsui and SM shall make all required payments for Carried Costs and Development Costs, as applicable, for such Development Operation in accordance with the provisions of Section 3.8. (d) From and after the Closing Date until the Carry Termination Event, subject to the terms of the Applicable Operating Agreement and the Springfield Ownership Agreement, each Development Party shall have the right to non-consent any proposed Development Operation; provided, however, that if SM elects to participate in any Development Operation, Mitsui shall be required to fund all applicable Carried Costs with respect to such Development Operation, regardless of whether ▇▇▇▇▇▇ also elects to participate in such Development Operation.

Development Operations. (a) All Development Operations conducted by any Third Party Operator shall be conducted subject to the terms and conditions of the Applicable Operating Agreement or Springfield Ownership Agreement, as applicable. SM shall not, without ▇▇▇▇▇▇Mitsui’s prior written consent (which consent shall not be unreasonably withheld or delayed) amend or agree to amend the Anadarko Agreement, including the form of Joint Operating Agreement attached to the Anadarko Agreement as Exhibit C, or consent to the use of any form of joint operating agreement for an acquisition under the Anadarko AMI other than the form attached to the Anadarko Agreement as Exhibit C (except an operating agreement already in place for Leases and/or ▇▇▇▇▇ at the time SM agrees to acquire such Leases and/or ▇▇▇▇▇). (b) All Development Operations conducted by SM as Operator shall be conducted subject to the terms and conditions of the applicable SMJOA. (c) Pursuant to Section 3.2, Mitsui shall be responsible for funding all Carried Costs resulting from any Development Operation, as well as paying its own Development Costs with respect to any such Development Operation if it elects to participate in such Development Operation. Except as provided in the preceding sentence, SM shall be responsible for its own Development Costs with respect to any such Development Operation. Mitsui and SM shall make all required payments for Carried Costs and Development Costs, as applicable, for such Development Operation in accordance with the provisions of Section 3.8. (d) From and after the Closing Date until the Carry Termination Event, subject to the terms of the Applicable Operating Agreement and the Springfield Ownership Agreement, each Development Party shall have the right to non-consent any proposed Development Operation; provided, however, that if SM elects to participate in any Development Operation, Mitsui shall be required to fund all applicable Carried Costs with respect to such Development Operation, regardless of whether ▇▇▇▇▇▇ Mitsui also elects to participate in such Development Operation.