Within thirty (30) Days of the expert’s appointment, the expert shall receive a brief from each of the Parties which explains fully such Party’s position and valuation.

APPOINTMENT. The Company and the Operating Partnership hereby appoint the Advisor to serve as their advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.

Appointment. Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes ​ to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this [Article IX] are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders hereby grants to the Administrative Agent any required powers of attorney to execute any Loan Document governed by the laws of such jurisdiction on such Lender’s behalf.

Appointment. Each Limited Partner hereby makes, constitutes and appoints the General Partner his true and lawful attorney-in-fact for him and in his name, place and stead and for his use and benefit, from time to time:

Appointment. Each Canadian Subsidiary, or Domestic Subsidiary, or U.K. Subsidiary, as applicable, of ​ that is or becomes a “Designated Borrower” pursuant to this [Section 2.18] hereby irrevocably appoints ​ to act as its agent for all purposes of this Agreement and the other Loan Documents and agrees that # ​ may execute such documents on behalf of such Designated Borrower as ​ deems appropriate in its sole discretion and each Designated Borrower shall be obligated by all of the terms of any such document executed on its behalf, # any notice or communication delivered by any Agent or any Lender to ​ shall be deemed delivered to such Designated Borrower, and # any Agent or any Lender may accept, and be permitted to rely on, any document, instrument or agreement executed by ​ on behalf of any such Designated Borrower.

Each ​ hereby designates ​ to act as ​ for such ​ under this Agreement and the Other Documents. Each ​ hereby irrevocably authorizes ​ to take such action on its behalf under the provisions of this Agreement and the Other Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of ​ by the terms hereof and thereof and such other powers as are reasonably incidental thereto and ​ shall hold all Collateral, payments of principal and interest, fees (except the fees set forth in the Fee Letter as being for the sole benefit of ​), charges and collections (without giving effect to any collection days) received pursuant to this Agreement, for the ratable benefit of Lenders. ​ may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Notes), ​ shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding; provided, however, that ​ shall not be required to take any action which exposes ​ to liability or which is contrary to this Agreement or the Other Documents or Applicable Law

Appointment. Lender shall act in accordance with the terms of the Credit Agreement. Lender may exercise or refrain from exercising any rights (including making demands and giving notices) and take or refrain from taking any action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. Lender may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence of any such agents or attorneys-in-fact selected by it in good faith, but shall be liable for the gross negligence or willful misconduct of such agents and attorneys-in-fact.

Each of the ​ and the L/C Issuer hereby irrevocably appoints ​ to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the ​ and the L/C Issuer, and the Borrower shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Appointment and Authority. (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints ​] to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Multicurrency Lenders and the Multicurrency L/C Issuer hereby irrevocably appoints ​] to act on its behalf as the Multicurrency Administrative Agent hereunder and under the other Loan Documents and authorizes the Multicurrency Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Multicurrency Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Multicurrency Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. The term “Administrative Agent” is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall mean the Board or a Committee of the Board or the officers referred to in [Section 3(c)] to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee or officers.

The employer shall appoint a trustee for the proper care and custody of all funds, securities and other properties in the trust, and for investment of plan assets (or for execution of such orders as it receives from an investment manager appointed for investment of plan assets). The duties and powers of the trustee shall be set forth in a trust agreement executed by the employer, which is incorporated herein by reference. The named fiduciary shall review at regular intervals the performance of the trustee and shall re-evaluate the appointment of such trustee. After the employer has appointed the trustee and the named fiduciary has received a written notice of acceptance of its responsibility, the fiduciary responsibility with respect to the proper care and custody of plan assets shall be considered as the responsibility of the trustee. Unless otherwise allocated to an investment manager, the fiduciary responsibility with respect to investment of plan assets shall likewise be considered as the responsibility of the trustee.

the value submitted by the acquired Party is no more than five percent (5%) above the Cash Value determined by the independent expert, the acquired Party’s value shall be used for the Cash Value and the Disagreeing Parties shall pay all costs of the expert. If the value submitted by the acquired Party is more than five percent (5%) above the Cash Value determined by the independent expert, the independent expert’s value shall be used for the Cash Value and the acquired Party shall pay all costs of the expert. Subject to the independent expert’s value being final and binding in accordance with clause 18.3, the Cash Value determined by the procedure shall be final and binding on all Parties.

request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert with at least fifteen (15) years’ experience in the valuation of deepwater oil and gas fields in excess of one hundred and fifty million (150,000,000) barrels expected ultimate recovery and such expert shall administer such expert determination through the ICC’s Rules for Expertise, unless challenged in an arbitration pursuant to clause 18.2(c) within thirty (30) Days after the date the expert’s final decision is received by the parties to the Dispute and until replaced by such subsequent arbitral award. The only basis upon which the expert’s final decision may be challenged is a claim that the procedure set forth in this clause 18.3 was not complied with in a material respect. The amount of the valuation determined by the expert will not be subject to challenge.

Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to such parties. The Expert shall be a partner or principal in a nationally recognized accounting firm. If the Corporation and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be treated as a dispute subject to [Section 7.8] and an arbitration panel shall pick an Expert. The Expert shall resolve any matter relating to a Schedule or an amendment thereto as soon as reasonably practicable and in any event within thirty (30) calendar days after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporation except as provided in the next sentence. The Corporation and the TRA Party Representative shall bear their own costs and expenses of such proceeding, unless # the Expert entirely adopts the position of the TRA Party Representative, in which case the Corporation shall reimburse the TRA Party Representative for any reasonable and documented out-of-pocket costs and expenses in such proceeding, or # the Expert entirely adopts the Corporation’s position, in which case Tax Benefit Payments to the TRA Parties that would have increased Tax Benefit Payments if the position of the TRA Party Representative had been adopted shall be reduced proportionately in the aggregate by any reasonable and documented out-of-pocket costs and expenses in such proceeding. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this [Section 6.2] shall be binding on the Corporation and the TRA Parties and may be entered and enforced in any court having competent jurisdiction.

All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner.

Sellers’ Representative may require, by written notice to the other, that the Independent Expert be selected by the Wilmington Regional Offi ce of the American Arbitration Association in accordance with the procedures of the American Arbitration Association. The Parties agree that the Independent Expert will be deemed to be independent even though a party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in [Section 1.5].

“Expert” is defined in [Section 6.2] of this Agreement.