Operating Agreement. If Buyer elects to participate to the extent to the Buyer Promoted Interest in the Initial Well, and the Initial Well is completed as capable of producing hydrocarbons in commercial quantities, then all further operations on the Initial Well, including equipping the Initial Well for production and installing permanent production facilities, shall be conducted pursuant to the terms of the Operating Agreement, which shall become effective at that time. If Buyer elects not to participate to the extent to the Buyer Promoted Interest in the Initial Well, then the Operating Agreement shall become effective at the time of such election. In either case, after the Operating Agreement becomes effective, all further operations within the AMI shall be conducted pursuant to the terms of the Operating Agreement. Upon the Operating Agreement becoming effective, the Parties and Tamarack shall execute the Operating Agreement attached hereto as [Exhibit D]. Assuming Seller is successful in selling additional Working Interests to third parties to pay for One-Hundred Percent (100%) of the costs of the Initial Well on terms identical to that of Buyer, the Working Interests of all parties under the Operating Agreement shall be as follows: # Petro – 13.750%; # Compass – 4.486%; # CCF – 4.639%; # HOPPS – 1.500%; # Chesed – 1.875%; # Tamarack – 5.000%; # other parties – 68.75%. If Seller is unsuccessful in selling additional Working Interests to third parties to pay for One Hundred Percent (100%) of the costs of the Initial Well on terms identical to that of Buyer, Seller’s participating percentage interests in and to the AMI shall be ratably increased.

" XE "Direct Expenses" Direct Expenses" shall mean " XE "Operating Expenses" Operating Expenses" and "Tax Expenses XE "Tax Expenses" ."

Subject to the provisions of this Paragraph 3, Tenant shall pay during the Term as rent for the Premises the sums specified in the Basic Lease Information (as increased from time to time as provided in the Basic Lease Information or as may otherwise be provided in this Lease) (the “Base Rent”). Base Rent shall be payable in consecutive monthly installments, in advance, without prior notice, demand, deduction or offset, commencing on the Term Commencement Date and continuing on the first day of each calendar month thereafter, except that the first full monthly installment of Base Rent shall be payable upon Tenant’s execution of this Lease. If the Term Commencement Date is not the first day of a calendar month, then the Base Rent for the Partial Lease Month shall be prorated based on the actual number of days of that month, and shall be payable on the first day of the calendar month following the Term Commencement Date. Any and all payments which are due, or may become due and owing at any time in the future under the Lease, including but not limited to Rent, Additional Rent, CAM, Expense, Security Deposit, reimbursements, and fines shall be paid only in lawful currency of the United States of America (e.g. USD).

“Total Operating Expenses” has the meaning set forth in the Charter. The definition of “Total Operating Expenses” is intended to encompass only those expenses which are required to be treated as Total Operating Expenses under the NASAA Guidelines. As a result, and notwithstanding the definition in the Charter, any expense of the Company which is not part of Total Operating Expenses under the NASAA Guidelines shall not be treated as part of Total Operating Expenses for purposes hereof.

“Base Year Operating Expenses” means # for the Existing Space, the Operating Expenses (as defined in Paragraph 5.1.2) that are actually incurred in calendar year ​, and # for the Additional Space, the Operating Expenses that are actually incurred in calendar year ​.

Share of Operating Profits and Operating Losses. For so long as a Product is being sold in the Shared Territory, Unum and SGI will share all Operating Profits and all Operating Losses (as applicable) for each Product in the Shared Territory on the basis of fifty percent (50%) to SGI and fifty percent (50%) to Unum.

Operating Account Interest. Subject to [Section 9(h)], the Buydown Amount will accrue interest at the Operating Account Rate; provided that in no event shall interest accrue on # the Buydown Amount if # on any day the Buydown Amount is less than the Minimum Balance Requirement or # the average balance of funds in the Operating Account during any calendar month is less than the Minimum Balance Requirement and # that portion of the Buydown Amount that is in excess of the lesser of # the aggregate outstanding Purchase Price of all Transactions during any calendar month or # the Minimum Balance Requirement. Unless otherwise set forth in the Pricing Letter:

Projected Operating Budget. Within thirty (30) days after the beginning of each fiscal year, commencing with fiscal year ​, furnish ​ a month by month projected operating budget and cash flow of Castle and its Subsidiaries on a consolidated and consolidating basis for such fiscal year (including an income statement for each month and a balance sheet as at the end of the last month in each fiscal quarter), such projections to be accompanied by a certificate signed by the President, Chief Financial Officer or other Authorized Officer of each Borrower to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such projections were prepared.

Within Operating Committees. All decisions within the JDC and JCC will be ​ and all decisions within the other committees, other than the JSC, where the decision relates to Products in the Shared Territory ​. If a dispute arises which cannot be resolved within ​or such ​, then if such dispute relates to a matter within the jurisdiction of the ​, the representatives of either Party may cause such matter to ​ for ​ as provided in ​.

(c) “Operating Expense Base” shall mean the Operating Expenses for the calendar year ​, adjusted to reflect the Operating Expenses that would have been incurred were the Building not less than 95% occupied.