Law Insider: Diversified Energy Co. PLC Participation Agreement October 2, 2020 PDF

Exhibit 4.1 Execution Version PARTICIPATION AGREEMENT by and among DIVERSIFIED PRODUCTION LLC and OCM DENALI HOLDINGS, LLC dated October 2, 2020  TAB...

Exhibit 4.1 Execution Version PARTICIPATION AGREEMENT by and among DIVERSIFIED PRODUCTION LLC and OCM DENALI HOLDINGS, LLC dated October 2, 2020  TABLE OF CONTENTS Article 1 Definitions and Interpretation 1 1.1 Defined Terms 1 1.2 References and Rules of Construction 1 Article 2 Purpose; Target Assets; Scope; Shared Opportunity Zones 2 2.1 Purpose; Target Assets 2 2.2 Optional Target Assets 2 2.3 Excluded Assets 3 2.4 Scope 4 2.5 Shared Opportunity Zones 4 2.6 Midstream Development Projects 8 Article 3 Capital Commitments 11 3.1 Commitments 11 3.2 Availability Period 11 Article 4 Acquisition of Acquisition Assets; Promote 11 4.1 Acquisition of Acquisition Assets 11 4.2 Acquisition Tranches 22 4.3 Reversions 22 4.4 IRR Calculation 25 4.5 Acceleration Payment 26 4.6 Assignment Payment 28 Article 5 Operations 29 5.1 Operator 29 5.2 Operational Reports 31 5.3 Standard of Care; Liability of Operator 32 5.4 Joint Operating Agreements 33 5.5 Hedging Matters 34 5.6 Marketing Matters 35 Article 6 Operating Committee; Operating Budgets 38 6.1 Operating Committee 38 6.2 Operating Budgets 39 Article 7 Payment Obligations 42 7.1 Acquisition Costs 42 7.2 Operating Costs 42 7.3 Payment Procedures 42 7.4 Audits 43 7.5 Payment Breaches 43 7.6 Memorandum 43 i Article 8 Confidentiality 44 8.1 Confidentiality 44 8.2 Oaktree Permitted Recipients 45 8.3 Publicity 46 Article 9 Transfer Restrictions 47 9.1 Transfers of this Agreement 47 9.2 Transfers of JV Interests 47 9.3 Right of First Offer 49 9.4 Tag-Along Right 50 9.5 Documentation for Transfers 53 9.6 Transaction-Related Assistance 53 Article 10 Taxes 53 10.1 Tax Partnership 53 10.2 Responsibility for Taxes 54 Article 11 Term; Termination 54 11.1 Term 54 11.2 Termination 54 11.3 Effect of Termination 54 11.4 Asset Separation 55 Article 12 Representations and Warranties 58 12.1 DGOC Representations and Warranties 58 12.2 Oaktree Representations and Warranties 59 12.3 Disclaimer 60 Article 13 Miscellaneous 61 13.1 Relationship of the Parties 61 13.2 Appendices and Exhibits 61 13.3 Expenses 61 13.4 Preparation of Agreement 61 13.5 Notices 61 13.6 Entire Agreement; Conflicts 63 13.7 Parties in Interest 63 13.8 Amendment 63 13.9 Waivers; Rights Cumulative 64 13.10Governing Law; Disputes 64 13.11Severability 65 13.12Counterparts 65 13.13Further Assurances 65 13.14Other Investments 65 13.15Bankruptcy Provisions 65 13.16DGOC Operator Liability 66 13.17No Fiduciary Duty 66 13.18Non-Recourse 66 ii  APPENDICES AND EXHIBITS Appendix I Definitions Appendix II Hedging Parameters Exhibit A Form of Memorandum of Participation Agreement Exhibit B Form of Tax Partnership Agreement Exhibit C Form of Assignment Exhibit D Sample IRR and MOIC Calculations iii  PARTICIPATION AGREEMENT This Participation Agreement (this “Agreement”) is dated as of October 2, 2020 (the “Execution Date”) and is by and between Diversified Production LLC, a Pennsylvania limited liability company (“DGOC”), and OCM Denali Holdings, LLC, a Delaware limited liability company (“Oaktree”). DGOC and Oaktree are each a “Party”, and collectively the “Parties”. RECITALS WHEREAS, the Parties desire to jointly acquire and develop Target Assets (as defined herein) and certain other assets and interests in a coordinated manner, with DGOC (or its Affiliate) as Operator; and WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to all such arrangements in this Agreement. NOW, THEREFORE, for and in consideration of the mutual promises contained in this Agreement, the benefits to be derived by each Party and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows: ARTICLE 1 DEFINITIONS AND INTERPRETATION 1.1 Defined Terms. Capitalized terms used herein and not otherwise defined will have the meanings given to such terms in Appendix I. 1.2 References and Rules of Construction. All references in this Agreement to Exhibits, Appendices, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and will be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means “including without limitation”. All references to “$” or “dollars” will be deemed references to U.S. dollars. Each accounting term not defined herein will have the meaning given to it under GAAP as interpreted as of the Execution Date. Pronouns in masculine, feminine or neuter genders will be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form will be construed to include the plural and vice versa, in each case unless the context otherwise requires. References to any Law or agreement will mean such Law or agreement as it may be amended from time to time. References to any date will mean such date in New York, New York and for purposes of calculating the time period in which any notice or action is to be given or undertaken hereunder, such period will be deemed to begin at 12:01 a.m. on the applicable date in New York, New York. If a date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the expiration date of such period during which notice is required to be given or action taken) shall be the next day which is a Business Day. 1  ARTICLE 2 PURPOSE; TARGET ASSETS; SCOPE; SHARED OPPORTUNITY ZONES 2.1 Purpose; Target Assets. The purpose of this Agreement is to establish the respective rights, duties and obligations of the Parties with regard to the acquisition, ownership, funding, development, operation and sale of the following types of assets, rights and interests to the extent located onshore within the Continental United States of America (such assets, rights and interests, less and except for the Excluded Assets, the “Target Assets”): (a) oil, gas and/or other Hydrocarbon leases and/or leasehold interests (“Leases”); (b) royalty interests, overriding royalties, net profits interest and other similar interests in or to any Lease (“Royalty Interests”); (c) oil and/or gas mineral fee interests (“Mineral Interests”); (d) oil and/or gas xxxxx (“Xxxxx”, and together with Leases, Royalty Interests and Mineral Interests, “Oil and Gas Interests”); (e) fresh water xxxxx, injection xxxxx and salt water disposal xxxxx pertaining to such Oil and Gas Interests (“Water Assets”); (f) all Optional Target Assets included in an Acquisition Notice for an Acquisition Opportunity in which Oaktree elects to participate pursuant to Sections 4.1(b) and 6.1; and (g) all rights and interests in any other assets acquired (or anticipated or contemplated to be acquired) in connection with the joint acquisition by the Parties of any interests in any Oil and Gas Interests in accordance with this Agreement, including any well and/or lease-level pipelines, gathering infrastructure and other well facilities that are used primarily in connection with such Oil and Gas Interests. 2.2 Optional Target Assets. Subject to, and without limitation of, Section 2.5, the following assets, rights and interests shall collectively constitute the “Optional Target Assets”: (a) all Midstream Assets and assets downstream of any Midstream Assets, other than (i) any Water Assets or (ii) those well and/or lease-level (A) pipelines, (B) gathering infrastructure and (C) well facilities, in the case of this clause (ii), that are used primarily in connection with the production of the Oil and Gas Interests to be acquired pursuant to such Acquisition Opportunity; and (b) all assets or interests for which the estimated aggregate consideration payable therefor in a single transaction or series of related transactions is less than $250,000,000 (as determined by DGOC in good faith). 2  2.3 Excluded Assets. For the avoidance of doubt, but subject to, and without limitation of, Section 2.5, the following assets (collectively, the “Excluded Assets”) shall not be part of the Target Assets or any Acquisition Opportunity: (a) all assets owned, leased, operated, managed or controlled by the DGOC Group as of the Execution Date (collectively, the “DGOC Execution Date Assets”) and any additional assets acquired by the DGOC Group that are reasonably necessary in order to own, operate or maintain such DGOC Execution Date Assets, including easements, rights-of-way, permits, water rights, surface and subsurface rights and other similar rights and individual additional Leases covering lands located within drilling or spacing units that are included in the DGOC Execution Date Assets (together with the DGOC Execution Date Assets, collectively, the “DGOC Existing Assets”); (b) all assets acquired by the DGOC Group in connection with a transaction which includes (in whole or part) the Transfer to the applicable Third Party seller of such assets of, or utilization of consideration constituting, Equity Interests in any member of the DGOC Group; provided that if such Equity Interests that are Transferred or utilized in such transaction do not constitute a majority of the consideration paid to such Third Party for such assets, then such assets shall not constitute Excluded Assets for purposes hereof; (c) all assets which constitute an additional interest in or related to any of the assets underlying or comprising any DGOC Existing Asset or Excluded Acquisition Assets, including any such additional interests that (i) are acquired from non-consenting co-owners of any of the assets underlying any of the DGOC Existing Assets or Excluded Acquisition Assets on a permanent or temporary basis or (ii) are non-operating Working Interests in any of the assets underlying any of the DGOC Existing Assets or Excluded Acquisition Assets; (d) all assets acquired through an ordinary course asset or acreage trade or swap or other similar transaction in which any of the DGOC Existing Assets or Excluded Acquisition Assets are traded or swapped in exchange for such acquired assets; provided that if the DGOC Existing Assets or Excluded Acquisition Assets traded or swapped in such transaction do not constitute a material portion of the consideration paid by DGOC (or its applicable Affiliate(s)) for such assets, then such assets shall not constitute Excluded Assets for purposes hereof; (e) all Optional Target Assets that are not included in an Acquisition Notice delivered by DGOC to Oaktree; and (f) (i) subject to, and without limitation of, the Parties’ respective rights and obligations set forth in Section 4.1(e) (iii), all Acquisition Assets with respect to an Acquisition Opportunity which any Party elects to not participate by (x) its Committee Members not unanimously voting to approve such Acquisition Opportunity at an Operating Committee Meeting called for the purpose of voting on such Acquisition Opportunity or (y) delivering to the other Party a Rejection Notice in accordance with Section 4.1(c)(i) and (ii) any assets with respect to any Non-FIBO Opportunity (the assets described in clauses (i) and (ii), collectively, “Excluded Acquisition Assets”). 3  2.4 Scope. For the avoidance of doubt, except as otherwise expressly set forth in this Agreement or any Associated Agreement, the following activities are outside the scope of this Agreement and the Associated Agreements: (a) the marketing, non-field level processing or sale of Hydrocarbons, except as expressly provided in Section 5.6, in any applicable JOA or in any other Associated Agreement; (b) the exploration, appraisal, development or production of minerals other than Hydrocarbons (unless any such minerals are otherwise included in, or constitute a portion of, (x) the Acquisition Assets included in an Acquisition Notice with respect to which Oaktree elects to participate in accordance with this Agreement or (y) any SOZ Assets, but in each of (x) and (y) excluding any gravel, iron ore, copper, fissionable materials, coal, lignite or other hard minerals or substances); and (c) lines of business other than upstream Hydrocarbons acquisition, operation and development. 2.5 Shared Opportunity Zones. Notwithstanding anything to the contrary in this Agreement, the Parties agree that following the Parties’ (and/or their respective applicable Affiliates’) joint acquisition of any interests in or to any Acquisition Assets pursuant to Section 4.1, certain mutually agreeable shared opportunity zones (each, a “Shared Opportunity Zone”) shall be created with respect to the applicable JV Interests in accordance with this Section 2.5. DGOC shall not take (or cause or permit any other member of the DGOC Group to take) any action designed to circumvent any obligations set forth herein. (a) Appalachia Shared Opportunity Zones. With respect to any JV Interests that are (x) jointly acquired by the Parties (and/or their respective applicable Affiliate(s)) and (y) are primarily located within Appalachia, the Parties acknowledge and agree that a Shared Opportunity Zone shall be deemed to be created around such JV Interests that encompasses (i) any drilling or spacing units that include (in-whole or in-part) any Oil and Gas Interests included in such JV Interests and (ii) all other drilling or spacing units that (A) are directly adjacent to any Oil and Gas Interests included in such JV Interests (including, for purposes of clarity, any drilling or spacing units that include (in- whole or in-part) any Oil and Gas Interests included in such JV Interests), (B) pertain to one or more of the same currently producing formation(s) as such directly adjacent Oil and Gas Interests included in such JV Interests and (C) DGOC determines in good faith are not directly adjacent to any of the DGOC Existing Assets (each such Shared Opportunity Zone, an “Appalachia Shared Opportunity Zone”; any Oil and Gas Interests located within any such Appalachia Shared Opportunity Zone, “Appalachia SOZ Assets”). Notwithstanding anything to the contrary herein, if at any time during the Availability Period, any member of the DGOC Group acquires from a Third Party any interest in or to any Appalachia SOZ Assets, then the provisions set forth in Section 2.5(f) shall be applicable thereto. (b) Synergistic Upstream Appalachian Acquisitions. Without limitation of Section 2.5(a), if, at any time during the Availability Period, any member of the DGOC Group acquires from a Third Party any Oil and Gas Interests that, with respect to any applicable JV Interests, (i) are, or would reasonably be expected to be, materially synergistic to such JV Interests (as determined by DGOC in good faith), (ii) are located within Appalachia but outside of the Appalachia Shared Opportunity Zone applicable to such JV Interests, (iii) are not, and would not reasonably be expected to be, more synergistic to any other assets owned by the DGOC Group at such time (as determined by DGOC in good faith) and (iv) no member of the DGOC Group is restricted from presenting such Oil and Gas Interests to Oaktree based on contractual restrictions in existence as of the Execution Date, then (x) such Oil and Gas Interests shall also be deemed to constitute Appalachia SOZ Assets for all purposes of this Agreement and (y) the provisions of Section 2.5(f) shall be applicable thereto. 4  (c) Synergistic Midstream Appalachian Acquisitions. Without limitation of Section 2.5(a) or Section 2.5(b), if, at any time during the Availability Period, any member of the DGOC Group acquires from a Third Party any interest in or to any Midstream Assets (i) that are primarily located within Appalachia, (ii) that are downstream of any well and/or lease-level (A) pipelines, (B) gathering infrastructure and (C) well facilities, in each case that are used primarily in connection with any JV Interests located within Appalachia, (iii) for which Hydrocarbons produced from or allocated to any such JV Interests utilize, or would reasonably be expected to utilize in the next six (6) months, more throughput of such Midstream Assets than any other assets owned by the DGOC Group (that do not, for purposes of clarity, constitute JV Interests) at such time (as determined by DGOC in good faith) and (iv) no member of the DGOC Group is restricted from presenting such Midstream Assets to Oaktree based on contractual restrictions in existence as of the Execution Date, then (x) such Midstream Assets shall be deemed to constitute Appalachia SOZ Assets for all purposes of this Agreement and (y) the provisions of Section 2.5(f) shall be applicable thereto. (d) Non-Appalachia Shared Opportunity Zones. (i) With respect to any JV Interests that are (x) jointly acquired by the Parties (and/or their respective applicable Affiliate(s)) and (y) are primarily located outside of Appalachia, the Parties acknowledge and agree that a Shared Opportunity Zone shall be created around such JV Interests, with DGOC’s initial good faith proposal with respect to the size, scope and location of such Shared Opportunity Zone being identified and set forth in the Acquisition Xxxxxx delivered to Oaktree with respect to the Acquisition Opportunity related to such JV Interests. (ii) During the period beginning on the date that the Operating Committee approves of an Acquisition Opportunity pursuant to Section 6.1 and ending on the date that the Parties (and/or their respective applicable Affiliate(s)) close their joint acquisition of the JV Interests that are primarily located outside of Appalachia, the Parties shall cooperate in good faith to determine a mutually acceptable Shared Opportunity Zone surrounding such JV Interests; provided, however, that if the Parties are unable to mutually agree upon such Shared Opportunity Zone during such period, such Shared Opportunity Zone shall instead automatically be deemed to include all areas and lands located within ten (10) radial miles of the outermost surface location of any asset, property or interest included in or otherwise constituting a part of such JV Interests (each such Shared Opportunity Zone created and established pursuant to this Section 2.5(b), a “Non-Ap Shared Opportunity Zone”). 5  (iii) Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that if, at any time during the Availability Period, any member of the DGOC Group acquires from a Third Party any interest in or to any Oil and Gas Interests located within any Non-Ap Shared Opportunity Zone (such Oil and Gas Interests, “Non-Ap SOZ Assets”), then the provisions set forth in Section 2.5(f) shall be applicable thereto. (iv) In addition, if, at any time during the Availability Period, any member of the DGOC Group acquires from a Third Party any interest in or to any Oil and Gas Interests that, with respect to any JV Interests, (A) are primarily located outside of the applicable Non-Ap Shared Opportunity Zone and outside of Appalachia, (B) are, or would reasonably be expected to be, materially synergistic to such JV Interests (as determined by DGOC in good faith), (C) are not, and would not reasonably be expected to be, more synergistic to any other assets owned by the DGOC Group at such time (as determined by DGOC in good faith) and (D) no member of the DGOC Group is restricted from presenting such Oil and Gas Interests to Oaktree based on contractual restrictions in existence as of the Execution Date, then (x) such Oil and Gas Interests shall also be deemed to constitute Non-Ap SOZ Assets for all purposes of this Agreement and (y) the provisions of Section 2.5(f) shall be applicable thereto. (e) Synergistic Midstream Non- Appalachia Acquisitions. Without limitation of Section 2.5(a), Section 2.5(b), Section 2.5(c) or Section 2.5(d), if, at any time during the Availability Period, any member of the DGOC Group acquires from a Third Party any interest in or to any Midstream Assets (i) that are primarily located outside of Appalachia, (ii) that are downstream of any well and/or lease-level (A) pipelines, (B) gathering infrastructure and (C) well facilities, in each case that are used primarily in connection with any JV Interests (or that otherwise constitute JV Interests) located outside of Appalachia, (iii) for which Hydrocarbons produced from or allocated to any such JV Interests utilize, or would reasonably be expected to utilize in the next six (6) months, more throughput of such Midstream Assets than any other assets owned by the DGOC Group (that do not, for purposes of clarity, constitute JV Interests) at such time (as determined by DGOC in good faith) and (iv) no member of the DGOC Group is restricted from presenting such Midstream Assets to Oaktree based on contractual restrictions in existence as of the Execution Date, then (x) such Midstream Assets shall be deemed to constitute Non-Ap SOZ Assets for all purposes of this Agreement and (y) the provisions of Section 2.5(f) shall be applicable thereto. (f) SOZ Asset Offers. (i) Notwithstanding anything to the contrary in this Agreement, if, at any time during the Availability Period, any member of the DGOC Group acquires any interest in or to any SOZ Assets, then such member of the DGOC Group (in such capacity, the “SOZ Offeror”) shall (or shall cause its applicable Affiliate to) offer to Oaktree (in such capacity, the “SOZ Offeree”) the opportunity to acquire its applicable SOZ Acquisition Interest in and to such SOZ Assets for an amount equal to the applicable SOZ Acquisition Share of all applicable SOZ Acquisition Costs in accordance with this Section 2.5(f) (a “SOZ Asset Offer”). Not later than ten (10) Business Days following the date on which the applicable SOZ Offeror or its Affiliate acquires any SOZ Assets, the SOZ Offeror shall deliver to the SOZ Offeree notice thereof (a “SOZ Asset Acquisition Notice”). 6  (ii) Subject to Section 2.5(f)(iii), the SOZ Offeror shall use commercially reasonable efforts to include in each SOZ Asset Acquisition Notice the following information: (A) a reasonably detailed description of the applicable SOZ Assets; (B) an itemized breakdown of the SOZ Acquisition Costs paid or incurred by the SOZ Offeror and its Affiliates in connection with the acquisition of such SOZ Assets; (C) the applicable (x) Acquisition Tranche that the applicable SOZ Assets would be included in (and constitute a part of), (y) SOZ Acquisition Interest in and to the SOZ Assets that the SOZ Offeree would be entitled to acquire and (z) SOZ Acquisition Share of the applicable SOZ Acquisition Costs that the SOZ Offeree would be obligated to pay, in each case, if the applicable SOZ Offeree elects to accept the applicable SOZ Asset Offer with respect to such SOZ Assets; (D) any proposed modifications to the applicable Approved Operating Budget to account for such SOZ Assets; (E) true and complete copies of all leases, deeds, assignments, easements, rights of way and other agreements, contracts and instruments evidencing, creating or giving rise to any such SOZ Assets; (F) true and complete copies of all purchase agreements, farmout agreements, joint venture agreements, midstream agreements, marketing agreements, joint venture agreements and any other material agreements which must be assumed or performed in connection with, or that are otherwise binding with respect to, acquiring, owning, operating, developing and/or transferring any such SOZ Assets; and (G) true and complete copies of all title-related documents, reserve reports (or other production or reserve information), due diligence reports, environmental reports and any other similar documents and information related to such SOZ Assets (in each case of the items described in sub-clauses (E) through (G) above, to the extent in the possession or control of the SOZ Offeror or any of its Affiliates); provided, that the failure of a SOZ Asset Acquisition Notice to contain any item set forth in sub- clauses (E) through (G) of this Section 2.5(f) shall not render such notice void or ineffective if it otherwise complies in all material respects with the provisions hereof; provided, further, that, such items shall (to the extent in the possession or control of the SOZ Offeror or any of its Affiliates) be provided to the SOZ Offeree as soon as practicable and in any event prior to the expiration of the thirty (30) day period following the SOZ Offeree’s receipt of the applicable SOZ Asset Acquisition Notice (such period, the “SOZ Asset Offer Review Period”). (iii) The SOZ Offeror’s obligation to provide information in a SOZ Asset Acquisition Notice shall be subject to, and limited by, any applicable confidentiality, privilege or other restrictions with respect to such SOZ Assets in favor of the SOZ Offeror or any of its Affiliates or any Third Parties which prohibit disclosure thereof to the SOZ Offeree; provided that the SOZ Offeror shall use its commercially reasonable efforts (without any obligation to incur any out-of-pocket expenses or provide any consideration in connection therewith) to obtain waivers or consents in respect of such confidentiality restrictions to enable the SOZ Offeror or its applicable Affiliate to disclose any applicable information or materials to the SOZ Offeree. 7  (iv) The SOZ Offeree shall have until the end of the SOZ Asset Offer Review Period to accept such SOZ Asset Offer by delivering notice thereof to the SOZ Offeror (a “SOZ Asset Offer Acceptance Notice”). If the SOZ Offeree timely delivers to the SOZ Offeror a SOZ Asset Offer Acceptance Notice, then: (A) on or prior to the date that is ten (10) Business Days following the date of such SOZ Asset Offer Acceptance Notice, (1) the SOZ Offeree (or its applicable Affiliate) shall, by deposit into the Tax Partnership Account, pay to the SOZ Offeror (or its applicable Affiliate) an amount equal to the applicable SOZ Acquisition Share of the applicable SOZ Acquisition Costs (as such SOZ Acquisition Costs were identified and set forth in the applicable SOZ Asset Acquisition Notice), which amount shall be withdrawn from the Tax Partnership Account by the SOZ Offeror (or its applicable Affiliates), and (2) the SOZ Offeror (or its applicable Affiliate) shall assign, convey and transfer to the SOZ Offeree (or its applicable Affiliate), and the SOZ Offeree (or its applicable Affiliate) shall acquire, assume and accept, its applicable SOZ Acquisition Interest in and to the applicable SOZ Assets pursuant to the assignment, conveyance and other related mechanics set forth in Section 4.3(f) (which shall apply mutatis mutandis in respect of such assignment of such applicable SOZ Acquisition Interest in and to such SOZ Assets); and (B) notwithstanding anything to the contrary in this Agreement or otherwise, for all purposes of this Agreement and each applicable Associated Agreement, from and after the date on which the applicable SOZ Acquisition Interest in and to such SOZ Assets is assigned to the SOZ Offeree (or its applicable Affiliate) hereunder, (1) such SOZ Assets shall thereafter be deemed to constitute (x) JV Interests hereunder and (y) a part of the Tranche JV Interests included in, and constituting a part of, the same Acquisition Tranche in which the relevant JV Interests related to such SOZ Assets are included and (2) all applicable SOZ Acquisition Costs that are paid by the SOZ Offeree or its Affiliates with respect to such SOZ Assets shall thereafter be deemed to constitute Acquisition Costs for all purposes with respect to the applicable Acquisition Tranche. (v) Notwithstanding anything to the contrary herein, if the SOZ Offeree declines to accept such SOZ Asset Offer (or fails to respond within the applicable SOZ Asset Offer Review Period), then the SOZ Offeree shall be deemed to have forfeited its right to acquire any interest in such SOZ Assets. (vi) Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that, if DGOC or any other member of the DGOC Group breaches or otherwise fails to comply with any of its obligations set forth in this Section 2.5 with respect to any SOZ Assets and/or any Shared Opportunity Zone, then the terms of Section 4.1(e)(ii)(A) shall apply to such breach or failure mutatis mutandis. 2.6 Midstream Development Projects. (a) If, at any time during the Availability Period, any member of the DGOC Group desires to construct and/or develop any Midstream Assets for which Hydrocarbons produced from or allocated to any applicable JV Interest would, as determined by DGOC in good faith, reasonably be expected to utilize more throughput of such Midstream Assets in the initial six (6) month period following the date that such Midstream Assets are fully commissioned into service than any other assets owned by the DGOC Group (that do not, for purposes of clarity, constitute JV Interests) at such time (any such Midstream Assets, a “Midstream Development Project”), then DGOC (in such capacity, the “MDP ROFO Offeror”) shall promptly deliver notice thereof to Oaktree (such notice, a “Midstream Development Project Notice”, and Oaktree, in such capacity, the “MDP ROFO Offeree”). 8  (b) Subject to Section 2.6(c), the MDP ROFO Offeror shall prepare each Midstream Development Project Notice in good faith and shall use commercially reasonable efforts to include in such Midstream Development Project Notice a comprehensive overview and analysis of such Midstream Development Project, which overview and analysis shall include, to the extent known by and in the possession or control of the MDP ROFO Offeror or its Affiliates: the areas, location and assets (including, for purposes of clarity, any JV Interests) that are reasonably anticipated to be serviced by, or utilize any throughput of, such Midstream Development Project, the anticipated costs and expenses of, and timeline for, constructing and developing such Midstream Development Project, proposed ownership and governance structures and financial projections and cash flow models (including, for purposes of clarity, with respect to the project internal rate of return with respect to such Midstream Development Project and any proposed cost controls or other similar constraints with respect to the construction and development thereof) with respect to the development, ownership and operation of such Midstream Development Project, together with any other information or documents that the MDP ROFO Offeror desires to include in such Midstream Development Project Notice. (c) The MDP ROFO Offeror’s obligation to provide information in a Midstream Development Project Notice shall be subject to, and limited by, any applicable confidentiality, privilege or other restrictions with respect to such information in favor of the MDP ROFO Offeror or its Affiliates or any other Third Parties which prohibit disclosure thereof to the MDP ROFO Offeree or its Affiliates; provided that the MDP ROFO Offeror shall use its commercially reasonable efforts (without any obligation to incur any out-of-pocket expenses or provide any consideration in connection therewith) to obtain waivers or consents in respect of such confidentiality restrictions to enable the MDP ROFO Offeror to disclose any applicable information or materials to the MDP ROFO Offeree. (d) For a period of thirty (30) days following the MDP ROFO Offeree’s receipt of a Midstream Development Project Notice (the “Midstream Development Project Review Period”), the MDP ROFO Offeree (or any of its Affiliates) shall have the right, but not the obligation, to elect to make an offer to the MDP ROFO Offeror to participate in such Midstream Development Project (a “Midstream Participation Offer”), which Midstream Participation Offer shall (i) set forth the proposed material terms and conditions for the MDP ROFO Offeree’s proposed investment and participation in such Midstream Development Project, including the applicable share of the ownership of such Midstream Development Project that the MDP ROFO Offeree desires to obtain in connection therewith, and any other material terms and conditions of the MDP ROFO Offeree’s offer and (ii) be irrevocable for fifteen (15) Business Days after receipt by the MDP ROFO Offeror (the “Midstream Participation Offer Acceptance Period”). If the MDP ROFO Offeree has not delivered a Midstream Participation Offer to the MDP ROFO Offeror within the Midstream Development Project Review Period, then the MDP ROFO Offeree shall be deemed to have waived all of its rights under this Section 2.6 to participate in the applicable Midstream Development Project. 9  (e) Prior to the expiration of the Midstream Participation Offer Acceptance Period, the MDP ROFO Offeror shall notify the MDP ROFO Offeree in writing whether it elects to accept the Midstream Participation Offer; provided, that a failure by the MDP ROFO Offeror to so notify the MDP ROFO Offeree shall be deemed to be a rejection of the Midstream Participation Offer. (i) If the MDP ROFO Offeror accepts the Midstream Participation Offer, the Parties shall cooperate with each other in good faith to promptly negotiate and enter into definitive agreements with respect to the MDP ROFO Offeree’s (or the MDP ROFO Offeree’s Affiliates’) investment and participation in such Midstream Development Project; provided, however, that if the MDP ROFO Offeror and MDP ROFO Offeree have not entered into such definitive agreements for any reason within sixty (60) days following such acceptance, then, unless otherwise agreed in writing by the Parties, the MDP ROFO Offeror shall be deemed to have rejected the Midstream Participation Offer and the provisions of Section 2.6(e)(ii) shall be deemed to apply from and after such time. (ii) If the MDP ROFO Offeror rejects (or is deemed to have rejected) the Midstream Participation Offer, then, for a period of 180 days following the conclusion of the Midstream Participation Offer Acceptance Period (subject to reasonable extension for any required regulatory approvals), the MDP ROFO Offeror and its Affiliates may thereafter (A) develop and finance such Midstream Development Project on their own or (B) seek to develop and finance such Midstream Development Project with any Third Party on economic terms that, taken as a whole, are not materially more favorable to the applicable Third Party than those proposed by the MDP ROFO Offeree in its Midstream Participation Offer; provided, however, that if the MDP ROFO Offeror seeks to develop and finance such Midstream Development Project with a Third Party, the MDP ROFO Offeror agrees to provide notice to the MDP ROFO Offeree at least ten (10) Business Days prior to its execution of any definitive agreements with such Third Party with respect to such Midstream Development Project. If (x) the MDP ROFO Offeror and its Affiliates elect to develop and finance such Midstream Development Project on their own but have not commenced such development and financing activities within such 180-day period or (y) the MDP ROFO Offeror and its Affiliates have not executed definitive agreements with a Third Party with respect to the development and financing of such Midstream Development Project within such 180-day period (subject to reasonable extension for any required regulatory approvals), then, in any such case, any proposed development of such Midstream Development Project by the MDP ROFO Offeror or any of its Affiliates shall once again be subject to the terms and conditions of this Section 2.6. (f) For the avoidance of doubt, in no event shall any Midstream Development Project be deemed to constitute JV Interests hereunder or be a part of an Acquisition Tranche, and any costs incurred in connection with the development and financing of such Midstream Development Project shall not be deemed to constitute Acquisition Costs. 10  ARTICLE 3 CAPITAL COMMITMENTS 3.1 Commitments. Subject to the terms and conditions of this Agreement, including Sections 6.2(e) and 7.2, with respect to the transactions contemplated hereby and its Acquisition Share of all Acquisition Costs incurred by the Parties during the Availability Period with respect to Acquisition Opportunities in which Oaktree elects to participate hereunder, Oaktree anticipates committing capital up to an aggregate maximum of $1,000,000,000 (the “Oaktree Capital Commitment”). Similarly, subject to the terms and conditions of this Agreement, including Sections 6.2(e) and 7.2, with respect to the transactions contemplated hereby and its Acquisition Share of all Acquisition Costs incurred by the Parties during the Availability Period with respect to Acquisition Opportunities in which DGOC elects to participate hereunder, DGOC anticipates committing sufficient capital alongside Oaktree’s Capital Commitment (the “DGOC Capital Commitment” and, together with the Oaktree Capital Commitment, the “Capital Commitments”). Each Party shall become obligated to fund Acquisition Costs pursuant to, and subject to the terms and conditions of, the applicable Definitive Acquisition Agreement(s) with respect to the applicable Acquisition Opportunities, and each Party shall be obligated to fund its Working Interest Share of all Operating Costs with respect to the JV Interests that are chargeable to such Party in accordance with the terms of this Agreement or the applicable XXXx. For the avoidance of doubt and notwithstanding anything to the contrary contained herein, this Section 3.1 does not give rise to, and shall not be construed as giving rise to, a binding capital commitment for either Party as of the Execution Date. Any binding capital commitment for either Party must be mutually agreed to in writing in the future. 3.2 Availability Period. Each Party’s commitment to pay its Acquisition Share of Acquisition Costs under and as provided in Section 3.1 shall begin on the Execution Date and terminate on the earliest to occur of (a) the date on which Oaktree has paid the entirety of the Oaktree Capital Commitment, (b) October 2, 2023 (as such date may be extended by the mutual written agreement of the Parties) and (c) the date on which this Agreement terminates (such period of time, the “Availability Period”). ARTICLE 4 ACQUISITION OF ACQUISITION ASSETS; PROMOTE 4.1 Acquisition of Acquisition Assets. (a) Acquisition Opportunities. (i) If, at any time during the Availability Period, any member of the DGOC Group identifies an opportunity to acquire from a Third Party (the “Acquisition Opportunity Seller”) interests in any Target Assets (for an estimated aggregate purchase price of at least $250,000,000 (as determined by DGOC in good faith)) or in any Optional Target Assets, and the DGOC Group desires to make an offer to acquire such interests (each such opportunity, an “Acquisition Opportunity”, and such interests, the “Acquisition Assets”), then (A) with respect to Target Assets, DGOC shall, and (B) with respect to Optional Target Assets, DGOC may in its sole discretion (but shall not be obligated to), in each case, provide prompt notice thereof to Oaktree regarding such Acquisition Opportunity (an “Acquisition Notice”) and call a special Operating Committee Meeting to discuss such Acquisition Opportunity. 11  (ii) Subject to Section 4.1(a)(iii): (A) DGOC shall prepare each Acquisition Notice in good faith and shall use commercially reasonable efforts to include in such Acquisition Notice a comprehensive overview and analysis of such Acquisition Opportunity, which overview and analysis shall include, to the extent known by and in the possession or control of DGOC or any of its Affiliates: the location, quality, characteristics and scope of the applicable Acquisition Assets, any material value, pricing or financial modeling assumptions made by DGOC in connection with its analysis of such Acquisition Opportunity, whether such Acquisition Assets would be reasonably likely to be synergistic with any DGOC Existing Assets, whether such Acquisition Assets would be reasonably likely to utilize any existing midstream assets or facilities that are also utilized by any DGOC Existing Assets and whether any then-existing arrangements, agreements or contracts by and between DGOC (or the applicable DGOC Operator) (on the one hand) and any other Affiliate of DGOC (on the other hand) would be reasonably likely to be applicable to or binding upon such Acquisition Assets (including, for purposes of clarity, with respect to the ownership, acquisition, development and/or use thereof); (B) DGOC shall use commercially reasonable efforts for such Acquisition Notice to be reasonably sufficient to enable Oaktree to (1) conduct a reasonable analysis and evaluation with respect to such Acquisition Opportunity and (2) make a reasonably informed decision with respect to whether or not to exercise its right to elect to jointly pursue such Acquisition Opportunity with DGOC under this Agreement; and (C) following DGOC’s delivery to Oaktree of an Acquisition Notice, DGOC shall use its commercially reasonable efforts to provide Oaktree with any other documents or information related to the relevant Acquisition Opportunity which are reasonably requested by Oaktree prior to the Operating Committee Meeting to be held in respect of such Acquisition Opportunity, but only if and to the extent such documents or information are in the possession or control of DGOC or any of its Affiliates (or are reasonably capable of being obtained by DGOC or any of its Affiliates without an obligation to incur any out-of-pocket expenses or provide any consideration in connection therewith). (iii) DGOC’s obligation to provide information in an Acquisition Notice shall be subject to, and limited by, any applicable confidentiality, privilege or other restrictions with respect to such Acquisition Opportunity in favor of the DGOC Group, Acquisition Opportunity Seller or any other Third Parties which prohibit disclosure to the Oaktree Group; provided that DGOC shall use its commercially reasonable efforts (without any obligation to incur any out-of-pocket expenses or provide any consideration in connection therewith) to obtain waivers or consents in respect of such confidentiality restrictions to enable DGOC to disclose any applicable information or materials to Oaktree. 12  (iv) Without limitation of Section 4.1(a)(ii), each Acquisition Notice shall also include (A) a proposed budget prepared in good faith by DGOC with respect to Operations, Operating Costs chargeable to the Parties under the terms of the applicable JOA(s) or this Agreement and other costs and expenses related to the conduct of Operations with respect to the applicable Acquisition Assets for the period of time from the closing of such Acquisition Opportunity through the end of the Calendar Year following the Calendar Year in which such Acquisition Opportunity is anticipated to close (the “Initial Acquisition Budget”); provided, that the Initial Acquisition Budget need not include any Excluded Budget Items or Emergency Costs, and (B) if such Acquisition Assets are located outside of Appalachia, DGOC’s reasonable and good faith proposal with respect to a Shared Opportunity Zone to be created surrounding such Acquisition Assets. (v) For the avoidance of doubt, (A) an opportunity to acquire Optional Target Asset shall only be considered an Acquisition Opportunity if DGOC in its sole discretion offers the same to Oaktree in an Acquisition Notice, (B) if a particular Acquisition Notice includes both Target Assets and Optional Target Assets, Oaktree shall be entitled to make separate elections with respect to its participation in such Acquisition Opportunity with respect to such Target Assets and with respect to such Optional Target Assets and (C) Oaktree’s rejection of an Acquisition Opportunity that consists solely of Optional Target Assets (including, for the avoidance of doubt, any Acquisition Opportunity with respect to which Oaktree makes a separate election in respect of the relevant Optional Target Assets included therein pursuant to the foregoing clause (B) hereof) shall not be taken into account for purposes of Section 4.1(g). (b) Acquisition Elections. Oaktree shall have the right (but not the obligation) to participate in each Acquisition Opportunity, which right is exercisable in Oaktree’s sole discretion, by its Committee Members voting together to either approve or reject the Acquisition Opportunity at the special Operating Committee Meeting called pursuant to Section 4.1(a)(i) in respect of such Acquisition Opportunity. (c) Joint Acquisition. If the Operating Committee unanimously approves an Acquisition Opportunity in accordance with Section 6.1, then: (i) the Parties shall proceed jointly in the due diligence review of the Acquisition Assets relating to such Acquisition Opportunity and toward the negotiation and execution of Definitive Acquisition Agreements in respect of the acquisition of the Acquisition Assets relating to such Acquisition Opportunity; provided, that if an Oaktree Acquisition Event or a DGOC Acquisition Event occurs with respect to such Acquisition Opportunity at any time prior to the closing of the acquisition thereof, then: (A) Oaktree or DGOC, as applicable, shall have the right (in its sole discretion) to decline to participate in the Acquisition Opportunity by providing notice (such notice, an “Rejection Notice”) to the other Party on or before the closing (which Rejection Notice shall include any applicable Specified Rejection Matters of such Party with respect to such Acquisition Opportunity); 13  (B) Oaktree or DGOC, as applicable, shall be deemed to have voted to disapprove such Acquisition Opportunity at an Operating Committee Meeting by so delivering such Rejection Notice, but shall still be responsible for its applicable share of any applicable JV Acquisition Opportunity Expenses in accordance with Section 4.1(c)(v); and (C) if Oaktree is the Party delivering such Rejection Notice (and, for the avoidance of doubt, DGOC has not delivered a Rejection Notice in respect of the relevant Acquisition Opportunity prior to such time), the rejection shall be taken into account for purposes of Section 4.1(g); (ii) the Parties shall cooperate and use their respective commercially reasonable efforts (but without an obligation to incur any out-of-pocket expenses or provide any consideration in connection therewith) to structure any acquisition of Acquisition Assets in such a manner so as to permit and facilitate an Asset Separation with respect to such Acquisition Assets, including, without limitation, by receiving consents from applicable Third Parties to transfers of JV Interests and assignments of contracts, permits and other related assets from DGOC and other members of the DGOC Group, on the one hand, to Oaktree and other members of the Oaktree Group, on the other hand, and vice versa, including permitting Oaktree (or its applicable Affiliate) to succeed DGOC (or its applicable Affiliate) as Operator of any applicable Acquisition Assets under any relevant JOA; (iii) except as otherwise provided in Section 4.1(d), each Party (or its respective applicable Affiliate) shall, in accordance with the terms of any applicable Definitive Acquisition Agreements entered into by and among the Parties (or their respective applicable Affiliates) and the Acquisition Opportunity Seller with respect to an Acquisition Opportunity, pay to such Acquisition Opportunity Seller its Acquisition Share of the consideration (including any purchase price adjustments) for the Acquisition Assets (including any deposit or holdback) and be liable for its Acquisition Share of any Liabilities owed to the Acquisition Opportunity Seller arising under such Definitive Acquisition Agreements for such Acquisition Opportunity; provided, that for the avoidance of doubt, and subject to, and without limitation of, any applicable terms and conditions set forth in this Agreement or any other Associated Agreement, any Liabilities arising out of the ownership or operation of such Acquisition Assets from and after the closing of such Acquisition Opportunity shall be borne by the Parties in accordance with their then-applicable respective Working Interest Shares; and provided, further, that Oaktree shall be solely liable for any consultant and expert fees and/or diligence costs paid or incurred by the Oaktree Group in connection with such Acquisition Opportunity (other than, for purposes of clarity, any Oaktree Permitted Legal Costs, which shall be borne 50/50 by each Party as part of the JV Acquisition Opportunity Expenses with respect to such Acquisition Opportunity); (iv) upon the closing of such Acquisition Opportunity, (A) DGOC (or one or more members of the DGOC Group) shall acquire an interest in the Acquisition Assets equal to the DGOC Initial Interest and (B) Oaktree (or one or more members of the Oaktree Group) shall acquire an interest in the Acquisition Assets equal to the Oaktree Initial Interest; and 14  (v) within ten (10) Business Days after the earliest to occur of (x) the closing of such Acquisition Opportunity and (y) the termination of negotiations with the Acquisition Opportunity Seller regarding such Acquisition Opportunity by either the Acquisition Opportunity Seller or either Party (or their respective applicable Affiliates), (A) Oaktree shall pay or be responsible for (or, if applicable, reimburse the DGOC Group for) 50% of all JV Acquisition Opportunity Expenses incurred by the DGOC Group in relation to such Acquisition Opportunity and (B) DGOC shall pay or be responsible for (or, if applicable, reimburse the Oaktree Group for) 50% of all JV Acquisition Opportunity Expenses incurred by the Oaktree Group in relation to such Acquisition Opportunity; provided, however, that, notwithstanding the foregoing, if a Party delivers a Rejection Notice to the other Party with respect to an Acquisition Opportunity, then except as otherwise provided in Section 4.1(d), such other Party that receives such Rejection Notice shall pay or be responsible for all costs and expenses related to negotiating and documenting such Acquisition Opportunity and conducting due diligence in connection therewith which are incurred (and relate to work performed with respect to periods of time occurring) after the date on which such Rejection Notice is received by such other Party. (d) Failure to Consummate. (i) The provisions of Sections 4.1(d)(ii) and (iii) shall apply if: (A) Oaktree and DGOC (or their applicable Affiliates) have entered into the same Definitive Acquisition Agreement with respect to an Acquisition Opportunity (or multiple Definitive Acquisition Agreements with respect to the same Acquisition Opportunity for which the closing of the transactions contemplated thereby are cross-conditioned on one another); (B) the closing of the transactions contemplated by the applicable Definitive Acquisition Agreement(s) in respect of such Acquisition Opportunity is not consummated as a result of any failure or refusal of Oaktree or DGOC (or their respective applicable Affiliate(s)) (as applicable, the “Non-Closing Party”) to consummate the closing of such transactions and not, for purposes of clarity, as a result of the exercise of a termination right by the Non-Closing Party or the applicable Acquisition Opportunity Seller (other than as a result of a breach of such Definitive Acquisition Agreement by the Non-Closing Party) to any such Definitive Acquisition Agreement, in each case in accordance with the terms thereof (whether a result of a title, environmental and/or casualty loss “walk right” termination right or otherwise); (C) at the time of such failure or refusal to consummate the closing of such transactions by the applicable Non- Closing Party, all of such Non-Closing Party’s conditions to closing set forth in the applicable Definitive Acquisition Agreement(s) were satisfied or fulfilled (or had otherwise been waived in writing by such Non-Closing Party); and (D) the applicable Acquisition Opportunity Seller and the other Party (or its applicable Affiliate) were each ready, willing and able to consummate the closing of the transactions contemplated by the applicable Definitive Acquisition Agreement(s) in respect of such Acquisition Opportunity. 15  (ii) If the conditions set forth in Section 4.1(d)(i) are met: (A) the Non- Closing Party (or, if the Non-Closing Party is an Affiliate of a Party, such Party) who failed or refused to consummate the closing of such transactions shall be solely liable for all Liabilities owed to the applicable Acquisition Opportunity Seller as a result of such failure or refusal to close under the terms of all Definitive Acquisition Agreements applicable to such Acquisition Opportunity, including, as applicable, forfeited deposits, liquidated damages and/or reverse termination fees (but subject to any applicable limitations on damages contained in the applicable Definitive Acquisition Agreements); and (B) such Non-Closing Party (or, if the Non-Closing Party is an Affiliate of a Party, such Party) shall indemnify, defend and hold harmless the other Party (the “Non-Breaching Party”) and its Representatives from and against any and all Liabilities suffered by such Non-Breaching Party and its Affiliates arising from or related to such failure or refusal to close, including in connection with any Proceeding by the Acquisition Opportunity Seller against any Party or its Affiliates in connection with such failure or refusal to close; provided, that any such indemnification shall be provided on an Acquisition Opportunity-by-Acquisition Opportunity basis and shall be subject to any limitations on damages contained in the applicable Definitive Acquisition Agreements; provided, that the Non-Breaching Party shall, and shall cause its Affiliates to, use their respective commercially reasonable efforts to mitigate (without any obligation to incur any out-of-pocket expenses or provide any consideration in connection therewith) any Liabilities suffered by such Non-Breaching Party and its Affiliates. (iii) Without limitation of the foregoing, to the extent any amounts in respect of any such Liabilities are paid by the Non-Breaching Party or its Affiliates or deemed paid (including any deposited amounts which were deposited by the Non-Breaching Party or its Affiliates and are forfeited to the Acquisition Opportunity Seller pursuant to the terms of the applicable Definitive Acquisition Agreement(s)), then the applicable Non-Closing Party (or, if the Non-Closing Party is an Affiliate of a Party, such Party) shall, within ten (10) Business Days after receiving notice from the Non-Breaching Party of such payment or deemed payment by the Non-Breaching Party or its Affiliates (together with any reasonable supporting documentation), reimburse the Non- Breaching Party or its Affiliates for all such amounts (including any interest on any deposited amounts), by wire transfer of immediately available funds to an account specified in writing by the Non-Breaching Party in the applicable notice thereof. 16  (e) Election to Not Participate. (i) If Oaktree elects to not participate in an Acquisition Opportunity by (x) its Committee Members not unanimously voting to approve such Acquisition Opportunity at an Operating Committee Meeting called for the purpose of voting on such Acquisition Opportunity or (y) delivering to DGOC a Rejection Notice in accordance with Section 4.1(c)(i), then: (A) if such Acquisition Opportunity constitutes a First Identified Business Opportunity, no member of the Oaktree Group shall directly or indirectly acquire any interest in the Acquisition Assets related to such Acquisition Opportunity for a period of one (1) year after the date of such Operating Committee Meeting or Rejection Notice, as applicable, and upon a breach by the Oaktree Group of this restriction: (1) the DGOC Group shall have the right to acquire from the applicable member(s) of the Oaktree Group the DGOC Initial Interest in such Acquisition Assets, effective as of the date on which such Person(s) acquired such interest in such Acquisition Assets, by paying an amount equal to 45% of the aggregate consideration which such Person(s) paid therefor, without prejudice to any other remedies of the DGOC Group available at law or in equity, and (2) such Acquisition Assets shall not be considered part of any Acquisition Tranche for any purposes hereof; provided that, notwithstanding the foregoing, this Section 4.1(e)(i)(A) shall not restrict any member of the Oaktree Group from providing direct or indirect equity or debt financing to any Person in respect of such Acquisition Opportunity so long as, based on such investment, the Oaktree Group does not Control such Person, and such financing activities shall not, and shall not be deemed to, constitute a breach of this Section 4.1(e)(i)(A); and (B) so long as DGOC did not elect to not participate in such Acquisition Opportunity by not approving such Acquisition Opportunity at the applicable Operating Committee Meeting and subject to Section 4.1(e)(iii), DGOC or any other member of the DGOC Group may elect in its sole discretion to proceed with such Acquisition Opportunity for its own account, in which case (1) such Acquisition Assets shall constitute Excluded Assets and (2) none of Oaktree or any of its Affiliates shall have any right (including any right to acquire, or to participate in the acquisition of), interest or expectancy of any kind with respect to such Acquisition Assets under this Agreement or otherwise; provided, that notwithstanding the foregoing and for purposes of clarity, but without limitation of Section 8.1, the provisions of this Section 4.1(e)(i) shall not be applicable to or otherwise affect any Excluded Oaktree Entity. 17  (ii) If DGOC elects to not participate in an Acquisition Opportunity by (x) its Committee Members not unanimously voting to approve such Acquisition Opportunity at an Operating Committee Meeting called for the purpose of voting on such Acquisition Opportunity or (y) delivering to Oaktree a Rejection Notice in accordance with Section 4.1(c)(i), then: (A) no member of the DGOC Group shall directly or indirectly acquire any interest in the Acquisition Assets related to such Acquisition Opportunity for a period of one (1) year after the date of such Operating Committee Meeting or Rejection Notice, as applicable, and, upon a breach by the DGOC Group of this restriction, without prejudice to any other remedies of the Oaktree Group at law or in equity, (1) the Oaktree Group shall have the right (but not the obligation) to acquire from the applicable member(s) of the DGOC Group 50% of such Persons’ interest in such Acquisition Assets, effective as of the date on which such Person(s) acquired such Acquisition Assets, by paying an amount equal to 45% of the consideration which such Person(s) paid therefor, without prejudice to any other remedies of the Oaktree Group available at law or in equity, (2) no member of the DGOC Group shall be entitled to any Reversion in respect of such relevant Acquisition Assets (including, for purposes of clarity, any right to make an Acceleration Payment in respect thereof) and (3) such Acquisition Assets shall not be considered part of any Acquisition Tranche for any purposes hereof; and (B) so long as Oaktree did not elect to not participate in such Acquisition Opportunity by not approving such Acquisition Opportunity at an Operating Committee Meeting and subject to Section 4.1(e)(iii), but without limitation of Section 4.1(h)(i), Oaktree may elect in its sole discretion to proceed with such Acquisition Opportunity for its own account, in which case, none of DGOC or any of its Affiliates shall have any right (including any right to acquire, or to participate in the acquisition of), interest or expectancy of any kind with respect to such Acquisition Assets under this Agreement or otherwise. (iii) Without limitation of Section 4.1(h)(i), if either Party is permitted to pursue an Acquisition Opportunity for its own account pursuant to clause (B) of Sections 4.1(e)(i) or 4.1(e)(ii), as applicable, and, prior to the entry into of Definitive Acquisition Agreements in respect of such Acquisition Opportunity, the material economic terms with respect to such Acquisition Opportunity are materially different than (x) as presented in the Acquisition Notice (or in any other documents or materials provided by any member of the DGOC Group to any member of the Oaktree Group with respect to the applicable Acquisition Opportunity at any time prior to the Operating Committee Meeting in respect of such Acquisition Opportunity) or (y) as otherwise existed at the time that the Operating Committee approved such Acquisition Opportunity in accordance with Section 6.1 (as determined in good faith by the applicable Party), then: (A) such Party shall promptly deliver notice to the other Party describing in reasonable detail such different economic terms (which notice shall contain any additional, modified, supplemented and/or updated documents or information that are substantively different in any material respect from those previously delivered to Oaktree hereunder with respect to such Acquisition Opportunity); and 18  (B) such Party shall not (and shall cause each member of the Oaktree Group or the DGOC Group, as applicable, not to) directly or indirectly acquire any interest in the Acquisition Assets related to such Acquisition Opportunity without first calling for and holding an Operating Committee Meeting to again vote on such Acquisition Opportunity, and, if brought before the Operating Committee, the terms and provisions of this Section 4.1 and Section 6.1 shall apply thereto mutatis mutandis; provided, however that no rejection by Oaktree of an Acquisition Opportunity under this Section 4.1(e)(iii)(B) shall constitute (or be deemed or construed to constitute) a separate and additional rejection of an Acquisition Opportunity by Oaktree for purposes of Section 4.1(g). Upon a breach by the Oaktree Group of the restriction described in clause (B) (including, for purposes of clarity, in respect of a breach by the Oaktree Group thereof in connection with any Acquisition Opportunity described in Section 4.1(i)), the terms of Section 4.1(e)(i) shall apply thereto mutatis mutandis, and upon a breach by the DGOC Group of the restriction described in clause (B) (including, for purposes of clarity, in respect of a breach by the Oaktree Group thereof in connection with any Acquisition Opportunity described in Section 4.1(i)), the terms of Section 4.1(e)(ii) shall apply thereto mutatis mutandis, as applicable. (f) Exclusivity. During the Availability Period, DGOC shall offer Oaktree the opportunity to participate in all Acquisition Opportunities pursuant to this Section 4.1 and Section 6.1. If any member of the DGOC Group acquires any interest in any Acquisition Assets in breach of DGOC’s obligations under this Section 4.1(f), then, for six (6) months following Oaktree’s discovery of such breach, (x) Oaktree (or its applicable Affiliate) shall have the right (but not the obligation) to acquire from such Person(s) the Oaktree Initial Interest in such Acquisition Assets, effective as of the date on which such Person(s) acquired such Acquisition Assets, by giving DGOC notice within such time period and paying its Acquisition Share of the consideration which such Person(s) paid therefor by depositing such amount into the Tax Partnership Account, which amount shall be withdrawn by DGOC, without prejudice to any other remedies of the DGOC Group available at law or in equity; (y) for the avoidance of doubt, the Reversions set forth in Section 4.3 shall apply in respect of such Acquisition Assets (including, for purposes of clarity, any right of DGOC to make an Acceleration Payment in respect thereof) and (z) for the avoidance of doubt, such Acquisition Assets shall be considered part of the then-applicable Acquisition Tranche; provided, however, that, without limitation of the foregoing, if the aggregate consideration for such Acquisition Assets (in one or a series of related transactions involving the same seller or one or more Affiliates thereof) was, as determined by DGOC in good faith, equal to or greater than a $268,750,000, then (i) Oaktree (or its applicable Affiliate) shall have the right (but not the obligation) to acquire from the applicable member(s) of the DGOC Group 50% of such Persons’ interest in such Acquisition Assets, effective as of the date on which such Person(s) acquired such Acquisition Assets, by paying an amount equal to 45% of the consideration which such Person(s) paid therefor, without prejudice to any other remedies of the Oaktree Group available at law or in equity, (ii) no member of the DGOC Group shall be entitled to any Reversion in respect of such relevant Acquisition Assets (including, for purposes of clarity, any right to make an Acceleration Payment in respect thereof) and (iii) such Acquisition Assets shall not be considered part of any Acquisition Tranche for any purposes hereof. 19  (g) Termination of Agreement. (i) Subject to the terms and provisions of this Section 4.1(g), if, prior to such time as Oaktree has elected to participate in one (1) or more Target Acquisition Opportunities hereunder (and such Target Acquisition Opportunities (A) were approved at the applicable Operating Committee Meeting and consummated by Oaktree and (B) would have required Oaktree to fund an aggregate amount equal to or in excess of $250,000,000 in respect of Acquisition Costs related thereto), Oaktree elects to not participate in two (2) or more Target Acquisition Opportunities (by its Committee Members not unanimously voting to approve such Target Acquisition Opportunities at the applicable Operating Committee Meetings called for the purpose of voting on such Target Acquisition Opportunities or by providing a Rejection Notice to DGOC) (I) which DGOC presented to Oaktree in accordance with this Section 4.1 and (II) in which DGOC elected to participate by approving the same at the applicable Operating Committee Meetings called for the purpose of voting on such Target Acquisition Opportunities, then either Party may terminate this Agreement by providing notice to the other Party within ninety (90) days following the date of the applicable Operating Committee Meeting at which Oaktree elected to not participate in the most recent Target Acquisition Opportunity presented to Oaktree in accordance with Section 4.1 or the date on which DGOC receives the relevant Rejection Notice from Oaktree, as applicable. (ii) Notwithstanding the foregoing, if Oaktree elects to participate in any Target Acquisition Opportunity hereunder and: (A) such Target Acquisition Opportunity is approved at the applicable Operating Committee Meeting but is not consummated by Oaktree as a result of (1) DGOC delivering a Rejection Notice hereunder to Oaktree with respect to such Target Acquisition Opportunity prior to the time that Oaktree delivers a Rejection Notice to DGOC with respect to such Target Acquisition Opportunity or (2) DGOC (or its applicable Affiliate) or the applicable Acquisition Opportunity Seller, in either case, failing or refusing to close (or to continue the good faith pursuit of) the transactions in respect of such Target Acquisition Opportunity (including, any such failure or refusal to close that constitutes a breach or violation of the applicable Definitive Acquisition Agreements (and not, for purposes of clarity, as a result of the exercise by DGOC (or its applicable Affiliate) or the applicable Acquisition Opportunity Seller, as applicable, of any applicable termination right pursuant to the terms of such applicable Definitive Acquisition Agreements)); and (B) at the time that (1) DGOC delivers any such Rejection Notice to Oaktree or (2) DGOC (or its applicable Affiliate) or the applicable Acquisition Opportunity Seller fails or refuses to close (or to continue the good faith pursuit of) such Target Acquisition Opportunity, Oaktree has not delivered notice (including, for purposes of clarity, a Rejection Notice) to DGOC or the applicable Acquisition Opportunity Seller that Oaktree is no longer ready, willing and/or able to proceed with its good faith pursuit of the applicable transactions relating to such Target Acquisition Opportunity (each such Target Acquisition Opportunity, an “Oaktree Elected Opportunity”), then the provisions of Section 4.1(g)(iii) shall apply with respect to such Oaktree Elected Opportunity. 20  (iii) In respect of each Oaktree Elected Opportunity, Oaktree shall not be deemed or construed to have elected not to participate in such Target Acquisition Opportunity for any purposes of Section 4.1(g)(i). In addition, solely with respect to the first Oaktree Elected Opportunity, Oaktree shall (without any further action of the Parties) have the right to elect to not participate in one additional Target Acquisition Opportunity (by its Committee Members not unanimously voting to approve such Target Acquisition Opportunities at the applicable Operating Committee Meetings called for the purpose of voting on such Target Acquisition Opportunities or by providing a Rejection Notice to DGOC), such that the termination right set forth in Section 4.1(g)(i) shall not be triggered unless and until Oaktree elects to not participate in three (3) or more Target Acquisition Opportunities (by its Committee Members not unanimously voting to approve such Target Acquisition Opportunities at the applicable Operating Committee Meetings called for the purpose of voting on such Target Acquisition Opportunities or by providing a Rejection Notice to DGOC), and the provisions of Sections 4.1(g)(i) and 4.1(g)(iv) shall be construed accordingly. (iv) For purposes of clarity, if neither Party has elected to terminate this Agreement within the ninety (90) day period described in Section 4.1(g)(i), then, subject to Sections 4.1(g)(ii) and 4.1(g)(iii), neither Party shall have any right to terminate this Agreement pursuant to this Section 4.1(g) unless and until such time as Oaktree elects to not participate in any other Target Acquisition Opportunity (by its Committee Members not unanimously voting to approve such Target Acquisition Opportunities at the applicable Operating Committee Meetings called for the purpose of voting on such Target Acquisition Opportunities or by providing a Rejection Notice to DGOC) presented to Oaktree in accordance with Section 4.1, in which case the Parties shall again have a ninety (90) day period in which to elect to terminate this Agreement pursuant to this Section 4.1(g). (h) Non-First Identified Business Opportunities. (i) Notwithstanding anything to the contrary contained in this Agreement, if any Acquisition Opportunity does not constitute (or ceases to constitute) a First Identified Business Opportunity, Oaktree and the other members of the Oaktree Group may pursue such Acquisition Opportunity (including any transaction or arrangement involving any underlying Target Assets or Optional Target Assets) for its or their own account without any restriction or limitation of any kind, in which case none of DGOC or any of its Affiliates shall have any right (including any right to acquire, or to participate in the acquisition of), interest or expectancy with respect to such Acquisition Opportunity under this Agreement. (ii) Without limitation of Section 4.1(h)(i), with respect to any Acquisition Opportunity that has been presented to Oaktree by a member of the DGOC Group pursuant to Section 4.1(a), if (A) such Acquisition Opportunity does not constitute (or ceases to constitute) a First Identified Business Opportunity and (B) to Oaktree’s Knowledge, any member of the Oaktree Group or any Excluded Oaktree Entity has determined to pursue such Acquisition Opportunity for its own account (or otherwise not in coordination with DGOC pursuant to this Agreement) and with respect to which the relevant member of the Oaktree Group would control the Person pursuing such Acquisition Opportunity, then, subject to any applicable confidentiality restrictions, Oaktree shall promptly notify DGOC in writing of such event. In such case, notwithstanding anything herein to the contrary, (I) such Acquisition Opportunity shall be deemed to constitute a “Non-FIBO Opportunity” for all purposes of this Agreement, (II) the Parties and their respective Affiliates shall each be permitted to pursue the relevant Non-FIBO Opportunity jointly or for their respective own accounts and (III) unless otherwise agreed to in writing by the Parties, the other Party and its Affiliates shall not have any right (including any right to acquire, or to participate in the acquisition of), interest or expectancy of any kind with respect to such Non-FIBO Opportunity under this Agreement. 21 Nothing in this Section 4.1(h) is intended to limit, and nothing in this Section 4.1(h) shall have the effect of limiting, any member of the (x) DGOC Group’s or (y) Oaktree Group’s ability, in each case, to pursue a Non-FIBO Opportunity. (i) Specified Rejection Matters. Notwithstanding anything to the contrary herein, but without limitation of Section 4.1(h)(i), if either Party is permitted to pursue an Acquisition Opportunity for its own account pursuant to clause (B) of Sections 4.1(e)(i) or 4.1(e)(ii), as applicable, and, prior to the entry into of Definitive Acquisition Agreements in respect of such Acquisition Opportunity, such Party becomes aware of any materially positive change(s) in, or materially positive development(s) with respect to, any applicable Specified Rejection Matters with respect to such Acquisition Opportunity (as determined in good faith by such Party), then the provisions of Sections 4.1(e)(iii)(A) and 4.1(e)(iii)(B) shall apply thereto mutatis mutandis, as applicable; provided, however, that if, at the time such Party becomes aware of such materially positive change(s) or development(s), such Party has made material progress with a Third Party to jointly pursue such Acquisition Opportunity (as determined by such Party in good faith), the provisions of Sections 4.1(e)(iii)(A) and 4.1(e)(iii)(B) shall not apply unless such Party (A) thereafter ceases its joint pursuit with such Third Party of such Acquisition Opportunity for any reason and (B) desires to continue its pursuit of such Acquisition Opportunity. 4.2 Acquisition Tranches. For purposes of Reversions (as set forth in Section 4.3) and related calculations, DGOC shall in good faith group JV Interests together into tranches, with the first tranche including all JV Interests collectively acquired by the Parties in connection with Acquisition Opportunities that closed on or within approximately eighteen (18) months of the Execution Date and subsequent tranches grouping JV Interests together in a like manner based on Acquisition Opportunities that closed within subsequent approximate eighteen (18) month periods (each, an “Acquisition Tranche”). 4.3 Reversions. (a) First BI Reversion. With respect to any Acquisition Tranche, upon the first occurrence of an IRR Hurdle Achievement Point for such Acquisition Tranche (including, for purposes of clarity, as a result of DGOC’s payment to Oaktree of an Acceleration Payment with respect to such Acquisition Tranche in accordance with Section 4.5), the Working Interest of the applicable members of the Oaktree Group in all of the Tranche JV Interests included in such Acquisition Tranche will automatically be deemed to be reduced to the Oaktree Reversionary Interest, and the Working Interest of the applicable members of the DGOC Group in all of such Tranche JV Interests will automatically be deemed to be increased to the DGOC Reversionary Interest (each such change in Working Interests, the “First BI Reversion”), which such First BI Reversion shall be effective as of the date on which (x) the IRR Hurdle Achievement Point first occurred for such Acquisition Tranche or (y) the date on which Oaktree received the applicable Acceleration Payment to Oaktree, as applicable (each such date, a “First BI Reversion Date”). 22  (b) Subsequent Record Title Reversion Reversal. With respect to any Acquisition Tranche, if, at any time after the First BI Reversion Date or any Additional BI Reversion Date, as applicable, for such Acquisition Tranche, as a result of (x) subsequent Acquisition Costs with respect to Acquisition Assets or SOZ Assets included as Tranche JV Interests in such Acquisition Tranche and/or (y) subsequent capital expenditures paid or incurred by any member of the Oaktree Group in respect of the Tranche JV Interests included in such Acquisition Tranche, Oaktree’s IRR for such Acquisition Tranche (as finally determined pursuant to Section 4.4) is less than 10.0% for two (2) consecutive Calendar Quarters (calculated as of the last day of each such Calendar Quarter), then the Working Interests of the applicable members of the Oaktree Group in such Tranche JV Interests will automatically be deemed to be increased to the Oaktree Initial Interest and the Working Interests of the applicable members of the DGOC Group in such Tranche JV Interests will automatically be deemed to be decreased to the DGOC Initial Interest (such change in Working Interests, a “Subsequent RT Reversion Reversal”), which such Subsequent RT Reversion Reversal shall be effective as of the last day of the applicable second Calendar Quarter for which the IRR for such Acquisition Tranche was calculated pursuant to this Section 4.3(b) (as applicable, the “Subsequent RT Reversion Reversal Date”). (c) Additional BI Reversion. With respect to any Acquisition Tranche, if an IRR Hurdle Achievement Point occurs for such Acquisition Tranche after a Subsequent Reversion Reversal Date, the Working Interests of the applicable members of the Oaktree Group in the Tranche JV Interests included in such Acquisition Tranche will automatically be deemed to be reduced to the Oaktree Reversionary Interest and the Working Interests of the applicable members of the DGOC Group in such Tranche JV Interests will automatically be deemed to be increased to the DGOC Reversionary Interest (such change in Working Interests, an “Additional BI Reversion”), which such Additional BI Reversion shall be effective as of the date on which such IRR Hurdle Achievement Point occurred for such Acquisition Tranche (the “Additional BI Reversion Date”). (d) Subsequent Synthetic and Beneficial Reversion Reversal. With respect to any Acquisition Tranche, if, at any time after the First BI Reversion Date or any Additional BI Reversion Date, as applicable, for such Acquisition Tranche, Oaktree’s IRR for such Acquisition Tranche (as finally determined pursuant to Section 4.4) is less than 10.0% for two (2) consecutive Calendar Quarters (calculated as of the last day of each such Calendar Quarter), but would not result in a Subsequent RT Reversion Reversal under Section 4.3(b), then the Working Interests of the applicable members of the Oaktree Group in such Tranche JV Interests will automatically be deemed to be increased to the Oaktree Initial Interest and the Working Interests of the applicable members of the DGOC Group in such Tranche JV Interests will automatically be deemed to be decreased to the DGOC Initial Interest (such change in Working Interests, a “Subsequent SB Reversion Reversal” and, together with the Subsequent RT Reversion Reversals, each, a “Subsequent Reversion Reversal”), which such Subsequent SB Reversion Reversal shall be effective as of the last day of the applicable second Calendar Quarter for which the IRR for such Acquisition Tranche was calculated pursuant to this Section 4.3(d) (as applicable, the “Subsequent SB Reversion Reversal Date” and, together with the Subsequent RT Reversion Reversal Date, each, a “Subsequent Reversion Reversal Date”). 23  (e) Synthetic Assignments. (i) Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that in connection with the occurrence of a Subsequent SB Reversion Reversal: (A) the Working Interests of the applicable members of the Oaktree Group in such Tranche JV Interests will be deemed to be increased to the Oaktree Initial Interest, (B) the Working Interests of the applicable members of the DGOC Group in such Tranche JV Interests will be deemed to be decreased to the DGOC Initial Interest, in each case solely for accounting and beneficial and contractual title purposes, (C) neither Party (or any of their respective Affiliates) shall have any obligation to execute, acknowledge or deliver an assignment or conveyance evidencing such Subsequent SB Reversion Reversal and (D) the Parties shall (and shall cause their respective Affiliates to) cooperate in good faith with one another and use their respective commercially reasonable efforts to ensure that (1) the applicable members of the Oaktree Group that own an interest in such Tranche JV Interests receive the applicable benefits, and bear the applicable burdens, associated with such Tranche JV Interests in an amount equal to the Oaktree Initial Interest (even though, from a record title standpoint, such members of the Oaktree Group then own an interest in such Tranche JV Interests equal to the Oaktree Reversionary Interest) and (2) the applicable members of the DGOC Group that own an interest in such Tranche JV Interests receive the applicable benefits, and bear the applicable burdens, associated with such Tranche JV Interests in an amount equal to the DGOC Initial Interest (even though, from a record title standpoint, such members of the DGOC Group then own an interest in such Tranche JV Interests equal to the DGOC Reversionary Interests). (ii) Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that, if at any time following the occurrence of a Subsequent SB Reversion Reversal with respect to any Tranche JV Interests, but prior to the occurrence of an Additional BI Reversion with respect to such Tranche JV Interests, either Party (or any of their respective applicable Affiliate(s)), Transfers any interest in or to any such Tranche JV Interests pursuant to Article 9, then, immediately prior to giving effect to such Transfer, each Party (or their respective applicable Affiliates) shall execute, acknowledge and deliver to one another an assignment substantially in the form of the Assignment (modified to reflect the applicable Working Interests being assigned), effective as of the applicable Subsequent Reversion Reversal Date and conveying the applicable Working Interest to the applicable Party (and/or its applicable Affiliate(s)) so as to reflect the occurrence of such Subsequent SB Reversion Reversal from a record title standpoint. (f) Instruments of Assignment. (i) Upon the occurrence of (x) a First BI Reversion, (y) any Additional BI Reversion that occurs immediately following a Subsequent RT Reversion Reversal with respect to the applicable Tranche JV Interests or (z) a Subsequent RT Reversion Reversal, the Parties shall (and shall cause their respective Affiliates to), in each case, execute, acknowledge and deliver (A) an assignment substantially in the form of the Assignment (modified in a manner that is mutually agreed upon by the Parties to reflect, among other things, the applicable Working Interests in and to the applicable JV Interests being assigned), effective as of the applicable Reversion Date and conveying the applicable Working Interest to the applicable Party (and/or its applicable Affiliate(s)), and (B) letters-in-lieu, revised division orders, lien or mortgage releases and any other documents or instruments reasonably necessary to document and give effect to such Reversion. 24  (ii) If a Party or its applicable Affiliate fails to execute and deliver any assignments or other documents and instruments described in Section 4.3(f)(i) within 15 Business Days following the occurrence of any applicable Reversion giving rise to such obligation thereunder, then (A) the failing Party shall be liable for all costs and expenses (including reasonable attorneys’ fees) incurred by the other Party in enforcing its rights under Section 4.3(f)(i), and (B) the other Party is hereby authorized to execute, acknowledge and file of record (at the failing Party’s sole cost) an instrument (which will be effective without the need for execution thereof by both Parties), acknowledging that the applicable Reversion has occurred and that the Parties’ Working Interests have changed as required by such Reversion. (g) SOZ Assets. For the avoidance of doubt, the provisions of this Section 4.3 shall apply to all SOZ Assets which constitute JV Interests. 4.4 IRR Calculation. (a) IRR Statement. If either Party believes in good faith that a Reversion has occurred with respect to an Acquisition Tranche, then such Party (the “IRR Calculator”) shall deliver to the other Party (the “IRR Calculation Recipient”) a written statement (the “IRR Statement”) which shows the date on which the IRR Calculator believes such Reversion occurred and such Party’s calculation thereof, together with all supporting documentation reasonably needed to confirm its calculations. (b) IRR Dispute Notice. As soon as reasonably practicable, and in any event within fifteen (15) Business Days after receipt of any IRR Statement (the “IRR Dispute Deadline”), the IRR Calculation Recipient shall deliver to the IRR Calculator a written report setting forth, with reasonable supporting details, an explanation of, and reasons for, the IRR Calculation Recipient’s proposed changes to such IRR Statement (if any) (an “IRR Dispute Notice”); provided, that any changes to such IRR Statement as initially prepared by the IRR Calculator that are not included in such IRR Dispute Notice shall be deemed waived, and in such event the IRR Calculator’s determinations with respect to all such adjustments in such IRR Statement not addressed in such IRR Dispute Notice shall prevail; and provided, further, that if the IRR Calculation Recipient fails to deliver an IRR Dispute Notice to the IRR Calculator prior to the IRR Dispute Deadline containing changes the IRR Calculation Recipient proposes to be made to such IRR Statement, then such IRR Statement, the Reversion, the Reversion Date and the IRR calculation proposed therein by such IRR Calculator shall be final and binding on the Parties. Notwithstanding anything to the contrary herein, the Parties shall, until the IRR Dispute Deadline, use their respective commercially reasonable efforts to cooperate in good faith with one another to resolve any matters set forth in an IRR Dispute Notice in a mutually agreeable manner as promptly as practicable following the IRR Calculation Recipient’s delivery thereof to the IRR Calculator. 25  (c) Accounting Arbitration. (i) If the Parties are unable to mutually resolve the matters addressed in an IRR Dispute Notice, if any, within thirty (30