PURCHASE AND SALE AGREEMENT

BY AND AMONG

WHITING OIL AND GAS CORPORATION

AND

GBK INVESTMENTS, L.L.C.

AS SELLERS

AND

QEP FIELD SERVICES, LLC

AS BUYER

NOVEMBER 21, 2016

ROBINSON LAKE GAS FACILITIES AND ASSOCIATED ASSETS MOUNTRAIL COUNTY, NORTH DAKOTA

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “ Agreement ”), dated November 21, 2016 (the “ Execution Date ”), is entered into by and among Whiting Oil and Gas Corporation, a Delaware corporation with an address of 1700 Broadway, Suite 2300, Denver, Colorado 80290 (“ Whiting ”), GBK Investments, L.L.C., an Oklahoma limited liability company with an address of 6733 S. Yale Ave., Tulsa, OK 74136 (“ Non-Operator ”, and collectively with Whiting the “ Sellers ” and each individually a “ Seller ”), and QEP Field Services, LLC (doing business as Tesoro Logistics Rockies LLC), a Delaware limited liability company, with an address of 19100 Ridgewood Parkway, San Antonio, Texas 78259 (“ Buyer ”). Sellers and Buyer maybe referred to individually as a “ Party ” or collectively as the “ Parties .”

RECITALS

AGREEMENT

In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Sellers agree as follows:

ARTICLE 1
DEFINITIONS AND REFERENCES

1.1      Certain Defined Terms . When used in this Agreement, the following terms shall have the respective meanings assigned to them in this Section 1.1 or in the sections or subsections referenced to below:

“ A&R Robinson Lake GBK Gas Processing Agreement ” has the meaning assigned to such term in Section 13.2(m) .

“ A&R Robinson Lake Whiting Gas Processing Agreement ” has the meaning assigned to such term in Section 13.2(l) .

“ Actual Casualty Loss ” has the meaning assigned to such term in Section 9.16(d) .

“ Ad Valorem Taxes ” means all Taxes imposed on a periodic basis and calculated by reference to the value of the Assets, including real and personal property Taxes, motor vehicle-related Taxes, and substitutes therefor, but excluding Transfer Taxes.

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“ Agreement ” has the meaning assigned to such term in the first paragraph hereof.

“ Ancillary Agreements ” means the Transition Services Agreement, the A&R Robinson Lake Whiting Gas Processing Agreement, the A&R Robinson Lake GBK Gas Processing Agreement, the Belfield GBK Crude Oil Agreement, the Buyer Easement, the Sellers Easement, the Use Agreement, and the ROFO Side Letter.

“ Asset Workers ” has the meaning assigned to such term in Section 7.5(c) .

“ Assets ” has the meaning assigned to such term in Section 2.2 .

“ Assigned Contracts ” has the meaning assigned to such term in Section 2.2(i) .

“ Assigned Permits ” has the meaning assigned to such term in Section 2.2(j)

“ Assumed Environmental Liabilities ” has the meaning assigned to such term in Section 5.2 .

“ Assumed Liabilities ” means the Assumed Environmental Liabilities and the Assumed Non-Environmental Liabilities.

“ Assumed Non-Environmental Liabilities ” has the meaning assigned to such term in Section 2.4 .

“ Base Price ” has the meaning assigned to such term in Section 3.1 .

“ Belfield GBK Crude Oil Agreement ” has the meaning assigned to such term in Section 13.2(m) .

“ Belfield PSA ” means that certain Purchase and Sale Agreement, dated as of even date herewith, by and among Whiting, WBI Energy Midstream, LLC, and Buyer for the purchase and sale of the Belfield plant described therein.

“ Benefit Plan ” means: (a) each “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, (b) each plan that would be an employee benefit plan if it were subject to ERISA, including any plan for directors, (c) each stock bonus, stock ownership, stock option, stock purchase, stock appreciation rights, phantom stock or other stock plan (whether qualified or nonqualified), (d) each bonus, deferred compensation or incentive compensation plan, and (e) each pension, death or other retirement benefit plan, share incentive or other employee benefit or long term incentive plan or arrangement; provided , that such term excludes (i) routine employment policies and procedures developed and applied in the ordinary course of business and consistent with past practice, including wage, vacation, holiday, and sick or other leave policies, (ii) workers compensation insurance, and (iii) directors and officers liability insurance.

“ Business Day ” means any day other than Saturday, Sunday or any day on which commercial banks located in the State of North Dakota are authorized or are obligated to close.

“ Buyer ” has the meaning assigned to such term in the first paragraph hereof.

“ Buyer Easement ” has the meaning assigned to such term in Section 13.2(n) .

“ Buyer Employer ” has the meaning assigned to such term in Section 9.11(a) .

“ Buyer Fundamental Representations ” means, collectively, the representations and warranties set forth in Section 8.1(a) and (b) (Corporate Representations), Section 8.2 (Authorization and Enforceability), and Section 8.3 (Liability for Brokers’ Fees).

“ Buyer Indemnified Party ” has the meaning assigned to such term in Section 15.2 .

“ Buyer’s Representatives ” has the meaning assigned to such term in Section 4.1 .

“ Casualty Event ” has the meaning assigned to such term in Section 9.16(a) .

“ Casualty Loss ” has the meaning assigned to such term in Section 9.16(b) .

“ Casualty Loss Negotiation Period ” has the meaning assigned to such term in Section 9.16(c)(i) .

“ Claim ” means any written claim, demand, complaint, notice of violation or any other assertion of a Liability, or for specific performance, injunctive relief, remediation or other equitable relief whether or not ultimately determined to be valid.

“ Claim Notice ” has the meaning assigned to such term in Section 15.5(b) .

“ Closing ” has the meaning assigned to such term in Section 13.1(a) .

“ Closing Date ” has the meaning assigned to such term in Section 13.1(a) .

“ Closing Date Payment ” has the meaning assigned to such term in Section 3.4 .

“ Code ” has the meaning assigned to such term in Section 2.7 .

“ Confidentiality Agreement ” has the meaning assigned to such term in Section 9.7 .

“ Contracts ” means any and all contracts and agreements (excluding Easements and Permits), including those that are franchises, warranties, understandings, arrangements, leases, licenses, registrations, authorizations, mortgages, bonds, notes, guaranty, indemnity, covenant and other instruments as the same have been amended or supplemented.

“ Conveyances ” means any document, agreement or instrument executed by Sellers to transfer and assign title to or rights in the Assets to Buyer contemplated pursuant to Sections 9.17(b) , 13.2(a) , 13.2(b) , 13.2(c) and 13.2(n) .

“ Customary Post-Closing Consents ” means the consents and approvals from Governmental Authorities for the assignment of the Assets to Buyer that are customarily obtained after the assignment of properties similar to the Assets.

“ De Minimis Amount ” has the meaning assigned to such term in Section 15.4(a)(i) .

“ Deductible Amount ” has the meaning assigned to such term in Section 15.4(a)(ii) .

“ Deposit ” has the meaning assigned to such term in Section 3.2 .

“ Designated Employees ” has the meaning assigned to such term in Section 9.11(a) .

“ Disclosure Schedule ” means the disclosure schedule delivered by Sellers to Buyer concurrently with the entry into this Agreement setting forth certain disclosures pursuant to and certain exceptions to the representations and warranties of Sellers contained in Article 6 and Article 7 .

“ DOJ ” has the meaning assigned to such term in Section 9.10 .

“ Easements ” means easements, land-use and water crossing licenses that are in the nature of easements (rather than in the nature of leases), rights-of-way, servitudes, surface use agreements, leases (other than real property leases), franchises, and similar agreements (excluding Permits) granting the right to use real property for pipelines, utilities or other facilities or services necessary for the ownership, operation or use of the Facilities or the performance of the Assigned Contracts.

“ Effective Time ” has the meaning assigned to such term in Section 2.6 .

“ Environmental Inspection ” has the meaning assigned to such term in Section 4.3(a) .

“ Environmental Law ” means any Laws, or other legally enforceable requirements (including common law) issued by any Governmental Authority pertaining to, regulating or imposing liability or standards of conduct concerning pollution, protection of the environment,

pipeline safety, process safety, natural resource damages, conservation of resources and waterways, wildlife, waste management, or the discharge, release, production, storage, treatment, seepage, escape, leakage, emission, emptying, leaching, handling or disposal of any toxic or hazardous substance, waste or material (including asbestos, polychlorinated biphenyls, hydrocarbons and its fractions or derivatives thereof), or NORM (which is stored or disposed of) and all rules or regulations implementing the foregoing that are applicable to the ownership, operation, use or maintenance of the Assets or performance of the Assigned Contracts, including, to the extent applicable, the Clean Air Act, the Clean Water Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Federal Water Pollution Control Act, the Resource Conservation and Recovery Act of 1976, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act, the Superfund Amendments and Reauthorization Act of 1986, the Hazardous and the Solid Waste Amendments Act of 1984, the Oil Pollution Act of 1990, and any state equivalent laws and all similar Laws (including state law equivalents) of any Governmental Authority having jurisdiction over the property in question.

“ Environmental Liabilities ” means any and all Liabilities, costs (including costs of Remediation), assessments, liens, penalties, fines, prejudgment and post-judgment interest, and attorney’s fees incurred or imposed (a) pursuant to any Order from a Governmental Authority arising out of or in connection with any Environmental Law or (b) pursuant to any Claim by a Governmental Authority or other Person for personal injury, death, property damage, damage to natural resources or remedial work to the extent arising out of a Release or migration of Hazardous Materials.

“ Environmental Orders ” has the meaning assigned to such term in Section 7.9(b) .

“ Environmental Permits ” has the meaning assigned to such term in Section 7.9(a) .

“ Equipment ” has the meaning assigned to such term in Section 2.2(g) .

“ ERISA ” means the U.S. Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means any trade or business, whether or not incorporated, that together with a Seller would be deemed a “single employer” within the meaning of Section 4001(b) of ERISA.

“ Estimated Casualty Loss ” has the meaning assigned to such term in Section 9.16(b) .

“ Estimated Inventory Amount ” has the meaning assigned to such term in Section 3.3(c)(ii) .

“ Estimated Pipeline Imbalance Amount ” has the meaning assigned to such term in Section 3.3(d)(ii) .

“ Excluded Assets ” has the meaning assigned to such term in Section 2.3 .

“ Execution Date ” has the meaning assigned to such term in the first paragraph hereof.

“ Existing Robinson Lake GBK Gas Processing Agreement ” has the meaning assigned to such term in Section 9.12(a) .

“ Existing Robinson Lake Whiting Gas Processing Agreement ” has the meaning assigned to such term in Section 9.12(a) .

“ Existing Robinson Lake Operating Agreement ” has the meaning assigned to such term in Section 9.12(a) .

“ Facilities ” means the Assets described in Sections 2.2(a) , 2.2(b), 2.2(c) , 2.2(d) , 2.2(e) , and 2.2(n) .

“ Final Inventory Amount ” has the meaning assigned to such term in Section 3.3(c)(i) .

“ Final Pipeline Imbalance Amount ” has the meaning assigned to such term in Section 3.3(d)(i) .

“ Final Purchase Price ” has the meaning assigned to such term in Section 14.1(a) .

“ Final Settlement Date ” has the meaning assigned to such term in Section 14.1(a) .

“ Final Settlement Statement ” has the meaning assigned to such term in Section 14.1(a) .

“ Final Settlement Statement Review Period ” has the meaning assigned to such term in Section 14.1(a) .

“ Fraud ” means any knowing and intentional misrepresentation of material facts with such misrepresentation or concealment being made with the intent to defraud but shall not include negligent misrepresentation; provided , that with respect to Non-Operator the defined term “Fraud” shall only include such knowing and intentional misrepresentations or concealment related to Non-Operator’s ownership of the Assets or with respect to Non-Operator’s power and authority to enter into or the non-contravention of this Agreement and the Ancillary Agreements.

“ FIRPTA Certificate ” has the meaning assigned to such term in Section 13.2(g) .

“ FTC ” has the meaning assigned to such term in Section 9.10 .

“ Funds Flow Statement ” means the flow of funds statement, dated the Closing Date and executed by Buyer and Sellers, which sets forth the calculation of the Closing Date Payment and the amount paid to, and wiring instructions for, each Seller.

“ Gathering System ” has the meaning assigned to such term in Section 2.2(e) .

“ Governmental Authority ” means any national, state, county, local, native or tribal government or any subdivision, agency, court, commission, department, board, bureau, regulatory or administrative body or other division or instrumentality thereof or arbitral tribunal having governmental or quasi-governmental powers and any self-regulatory organization, such as a securities exchange.

“ Hazardous Material ” means any substance that is listed, identified or otherwise designated as hazardous or toxic under, or is regulated (or the cleanup of which can be required) under, any Environmental Law, and, in addition, any substance which requires special handling, storage or disposal procedures to avoid a Release or whose use, handling, storage or disposal is in any way regulated, in either case under any Environmental Law. Without limiting the generality of the foregoing, Hazardous Material shall include (i) “hazardous wastes,” “solid wastes” (excluding office, household or similar solid wastes), “hazardous substances,” “toxic substances,” “pollutants,” or “contaminants” or other similar identified designations in any Environmental Law; and (ii) petroleum, crude oil, refined petroleum products and fractions or by-products thereof, in each case whether in their virgin, used or waste state.

“ HSR Act ” has the meaning assigned to such term in Section 9.10 .

“ Indebtedness ” means, without duplication, with respect to the Assets, the outstanding principal amount of, accrued and unpaid interest on, discounts, fees, and penalties on, and any other payment obligations relating to the Assets existing under any and all of the following, whether or not contingent: (i) indebtedness for borrowed money and (ii) obligations evidenced by notes, bonds, debentures or any other contractual arrangements, including any guarantees or other commitments or obligations by which any Seller assures a creditor against loss.

“ Indemnified Party ,” “ Indemnifying Party ” and “ Indemnifying Parties ” have the meanings assigned to such terms in Section 15.5(b) .

“ Indemnity Event ” has the meaning assigned to such term in Section 15.2 .

“ Information ” has the meaning assigned to such term in Section 9.7(a) .

“ Instruments ” has the meaning assigned to such term in Section 9.6 .

“ Interim Period ” means the period from the date of execution of this Agreement through the Closing Date or termination of this Agreement, as applicable.

“ IT Equipment ” means any computers, wiring, servers, printers, computer hardware, wired or mobile telephones, on-site process control and automation systems, telecommunication assets, and other information technology-related equipment used or held for use Primarily in the ownership, operation or use of the Facilities or the servicing of the obligations under the Assigned Contracts.

“ Joint Indemnification Matter ” has the meaning assigned to such term in Section 15.5(d)(i) .

“ Knowledge ” has the meaning assigned to such term in Section 16.9 .

“ Laws ” means any and all applicable constitutions, treaties, laws, statutes, codes, principles of common law, rules, municipal by-law, ordinances, regulations, rules, rulings, Orders, restrictions, requirements, or other official acts of or by any Governmental Authority.

“ Legal Action ” means any action, lawsuit, claim, proceeding, administrative enforcement proceeding, charge, hearing, complaint or condemnation and, to the Knowledge of the relevant Person, any investigation, in each case by or before any Governmental Authority and includes any appeal or review thereof and any application for leave for appeal or review.

“ Liability ” means any debt, liability, obligation, duty, covenant or responsibility of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, asserted or unasserted, vested or unvested, matured or unmatured, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of any Person and including all costs and expenses relating thereto.

“ Lien ” means any of the following: mortgage, deed of trust, lien (statutory or other), other security agreement, arrangement or interest, servitude, hypothecation, pledge or other deposit arrangement, assignment, charge, levy, executory seizure, attachment, garnishment, encumbrance (including any easement, exception, reservation or limitation, right of way, and the like), conditional sale, title retention, voting agreement or other similar agreement, arrangement, device or restriction, pre‑emptive or similar right, the filing of any financial statement under the Uniform Commercial Code or comparable Laws of any jurisdiction, or any Preferential Right, equity, claim (including any adverse claim to title) or right of or obligation to any other Person of whatever kind and character.

“ Like-Kind Exchange ” has the meaning assigned to such term in Section 2.7 .

“ Line Fill ” has the meaning assigned to such term in Section 2.2(k) .

“ Losses ” means any and all, direct or indirect, judgments, assessments, damages, deficiencies, Taxes, penalties, fines, obligations, responsibilities, liabilities, payments, charges, losses, costs, and expenses (including costs and expense of operating the Assets) of any kind or character (whether known or unknown, fixed or unfixed, conditional or unconditional, based on negligence, strict liability, or otherwise, choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent, or other legal theory), including penalties and interest on any amount payable as a result of any of the foregoing, any reasonable attorneys’ fees, legal or other costs and expenses incurred in connection with investigating or defending any of the foregoing, and all amounts paid in settlement of any of the foregoing.

“ Material Adverse Effect ” means any effect, event, fact, circumstance or development that, individually or in the aggregate, has had, or would reasonably be expected to have a materially adverse effect on the ownership, operation, use or value of the Assets, as operated as of the Execution Date or the Closing Date, as applicable, taken as a whole; provided, however , that “Material Adverse Effect” shall not include (either alone or in combination) general changes in industry or economic conditions in the United States, changes resulting from a change in commodity prices, changes in Laws or in regulatory policies, changes or conditions resulting from civil unrest or terrorism other than such acts that are specifically directed towards the Assets, acts of God or natural disasters that do not affect the condition of the Assets or the ability to operate the Facilities, changes or conditions resulting from the failure of a Governmental Authority to act or omit to act pursuant to Law or changes or conditions that are cured or eliminated by Closing.

“ Material Agreements ” has the meaning assigned to such term in Section 7.4(a) .

“ Materials Inventory ” means the tangible personal property listed on Schedule 1.1 , to the extent such property (i) is not obsolete, (ii) is in good working order, (iii) has not been installed on the Facilities or placed into use in the operation thereof as of the Effective Time and (iv) is located as of the Effective Time either at the Facilities or the Whiting or Third Party storage facilities set forth on Schedule 1.1 for such property. Materials Inventory shall include any additional tangible personal property of the same descriptions listed on Schedule 1.1 that satisfy the conditions in the preceding sentence (including being identified of its location) to the extent such property is acquired by Sellers on or after the Execution Date but prior to the Closing Date, provided that the total aggregate price for such additional tangible personal property does not exceed an amount equal to ten percent (10%) of the aggregate amounts set forth in Schedule 1.1 .

“ Neutral Auditor ” means an accounting firm selected jointly by Sellers and Buyer that does not have a significant business relationship with any of the Parties.

“ NGL Inventory ” has the meaning assigned to such term in Section 2.2(l) .

“ Non-Operator ” has the meaning assigned to such term in the first paragraph hereof.

“ Non-Operator Indemnity Cap ” has the meaning assigned to such term in Section 15.4(a)(iii) .

“ NORM ” has the meaning assigned to such term in Section 5.1 .

“ Off-Site Environmental Liabilities ” means all Environmental Liabilities to the extent related to, arising out of, resulting from, or occurring during Sellers’ shipment, transfer or disposal to or storage at off-site disposal sites (and any Release from the foregoing) of Hazardous Materials generated as a result of or in connection with the ownership, operation or use of the Assets prior to the Effective Time.

“ Oil Facilities ” has the meaning assigned to such term in Section 2.3(a) .

“ Operator ” means Whiting in its capacity as operator of the Assets.

“ Operator Indemnity Cap ” has the meaning assigned to such term in Section 15.4(a)(iii) .

“ Order ” means any order, directive, judgment, decree (including consent decrees), decision, ruling, requirement, award, writ, assessment, injunction or other award of or determination or finding by, before or under the supervision of any Governmental Authority.

“ Owned Real Property ” has the meaning assigned to such term in Section 2.2(b)(i) .

“ Partial Assignment of Rights of Way ” has the meaning assigned to such term in Section 13.2(c) .

“ Party ” and “ Parties ” have the meanings assigned to such terms in the first paragraph hereof.

“ Permits ” means any license, permit, variance, certification, certificate, registration, approval or authorization issued or granted by any Governmental Authority, together with any renewals, extensions or modifications thereof and additions thereto or applications therefor.

“ Permitted Encumbrances ” means:

(a)      all rights reserved to or vested in any Governmental Authority to control or regulate any of the Assets in any manner and under all Laws;

(b)      such defects or irregularities in the title to the Assets which, individually or in the aggregate, do not materially detract from the value of the Assets as currently used or materially interfere with the ownership, current operation or use of the Assets or performance of the Assigned Contracts;

(c)      Liens for Taxes or Tax assessments not yet due and payable, or Taxes that are being contested in good faith in the normal course of Sellers’ business and such Liens will be promptly paid or released by Sellers when all amounts are finally determined to be owed that are the subject of such contest;

(d)      all rights to consent by, required notices to, filings with, or other actions by federal, state, local or foreign Governmental Authorities, in connection with the conveyance of the applicable Asset;

(e)      easements, rights-of-way, servitudes, permits, surface leases, surface use restrictions, deed or use restrictions or covenants and other rights, on, over or in respect of any of the Assets or any restriction on access thereto which individually or in the aggregate do not materially detract from the value of the Assets as currently used or materially interfere with the current operation or use of the Assets;

(f)      materialmen’s, mechanics’, operators’ or other similar Liens arising in the ordinary course of business incidental to operation of the Assets but only to the extent such Liens (i) have not been filed pursuant to Laws and the time for filing such Liens has expired, (ii) if filed, have not yet become due and payable or payment is being withheld as provided by Laws, and such Liens will be paid or released by Sellers prior to Closing, or (iii) if filed, such Liens are being contested in good faith by appropriate action and such Liens will be promptly paid or released by Sellers when all amounts are finally determined to be owed that are the subject of such contest;

(g)      consents to assignment affecting an Asset that are listed in Section 7.2(a) of the Disclosure Schedule;

(h)      local, state and federal Laws including building and zoning laws, ordinances and regulations now or hereafter in effect relating to the Assets; provided, however , that the same individually and in the aggregate do not materially detract from the value of the Assets

as currently used or materially interfere with the current operation or use of the Assets or performance of the Assigned Contracts;

(i)      Liens securing repayment of Indebtedness that will be and are fully released at Closing;

(j)      the Preferential Right described in Section 7.2(b) of the Disclosure Schedule; and

(k)      any Lien or title imperfection with respect to the Assets created by or resulting from any act or omission of Buyer.

“ Person ” means any individual or entity, including any corporation, limited liability company, partnership (general or limited), joint venture, association, joint stock company, trust, unincorporated organization or Governmental Authority.

“ Pipelines ” means (individually or collectively) the Robinson Lake WBI Residue Gas Pipeline, the Robinson Lake Aux Sable Residue Gas Pipeline, the Robinson Lake Hess Residue Gas Pipeline, and the Transferred Inactive Pipelines.

“ Plant Offices ” has the meaning assigned to such term in Section 2.2(c) .

“ Post-Closing Straddle Period ” has the meaning assigned to such term in Section 10.2 .

“ Pre-Closing Straddle Period ” has the meaning assigned to such term in Section 10.2 .

“ Preferential Right ” means any right of first refusal, right of first offer or buy-sell, option, preferential right to purchase or other similar right in favor of any Person.

“ Preliminary Settlement Statement ” has the meaning assigned to such term in Section 3.3(a) .

“ Primarily ” means that an asset is currently, or during the past six months has been, used or held for use for more than 50% of the time in the operations of a specified business.

“ Property Costs ” means all costs and expenses of every kind attributable to the Facilities incurred in the ordinary course of business, including, without limitation, capital expenses, operating expenses, facilities and plant expenses, joint interest billings, insurance costs, accounts payable, deposits, and prepaid expenses.

“ Purchase Price ” has the meaning assigned to such term in Section 3.1 .

“ QI ” has the meaning assigned to such term in Section 2.7 .

“ Rainbow Gas Letters ” has the meaning assigned to such term in Section 9.13 .

“ Real Property ” has the meaning assigned to such term in Section 2.2(b) .

“ Records ” has the meaning assigned to such term in Section 2.2(o) .

“ Release ” means any release, spill, emission, leaking, pumping, pouring, injection, deposit, dumping, emptying, disposal, discharge, dispersal, leaching, migration, emitting, escaping or other release into the indoor or outdoor environment, or into or out of any property.

“ Remediate , ” “ Remediation ” or “ Remediation Activities ” means testing, investigation, assessment, study, design, monitoring, cleanup, treatment, removal, response, remediation, reporting or other similar activities in each case undertaken pursuant to Environmental Laws to address any Environmental condition or any Release at, on, under, above or from the Assets, including any such temporary, interim, emergency or permanent activities involving investigation, study, design, assessment, testing, monitoring, containment, removal, disposal, closure, passive remediation, natural attenuation or bioremediation, the installation and operation of remediation systems.

“ Required Employee Records ” means the following records with respect to Transferred Employees: (i) Department of Transportation Exams & Results (49 CFR 199); (ii) the OSHA 300 injury and illness log, the OSHA 301 incident report form, the annual summary, and privacy case list (if one exists) maintained pursuant to OSHA Injury and Illness Records (29 CFR 1904); and (iii) training records for training required by the OSHA Hazardous Waste Operations and Emergency Response Standard (HAZWOPER) standard at 1910.120(p)(8)(iii)(C) and 1910.120(q)(8)(ii).

“ Retained Environmental Liabilities ” has the meaning assigned to such term in Section 5.3 .

“ Retained Non-Environmental Liabilities ” has the meaning assigned to such term in Section 2.5 .

“ Robinson Lake Aux Sable Residue Gas Pipeline ” has the meaning assigned to such term in Section 2.2(d) .

“ Robinson Lake Hess Residue Gas Pipeline ” has the meaning assigned to such term in Section 2.2(d) .

“ Robinson Lake Plant ” has the meaning assigned to such term in Section 2.2(a) .

“ Robinson Lake WBI Residue Gas Pipeline ” has the meaning assigned to such term in Section 2.2(d) .

“ ROFO Side Letter ” has the meaning assigned to such term in Section 13.2(q) .

“ Rolling Stock ” means any automobiles, vans, trucks, tractors, trailers, bobtails, forklifts and similar motorized vehicles, whether owned, leased, or otherwise made available to Sellers and used or held for use Primarily in the ownership, operation or use of the Facilities.

“ Section 1031 Assets ” has the meaning assigned to such term in Section 2.7 .

“ Seller ” and “ Sellers ” have the meaning assigned to such terms in the first paragraph hereof.

“ Seller Fundamental Representations ” means, collectively, the representations and warranties set forth in Section 6.1(a) and (b) (Corporate Representations), Section 6.2 (Authorization and Enforceability), Section 6.3 (Liability for Brokers’ Fees), and Section 7.1 (Sole Operator).

“ Seller Indemnified Party ” has the meaning assigned to such term in Section 15.3 .

“ Seller Indemnity Cap ” has the meaning assigned to such term in Section 15.4(a)(iii) .

“ Seller Plans ” means those Benefit Plans that are sponsored, maintained, or contributed to by Operator covering any Asset Worker.

“ Sellers Easement ” has the meaning assigned to such term in Section 13.2(o) .

“ Straddle Period ” means any taxable period that begins prior to the Closing Date and ends on or after the Closing Date.

“ Tax ” means (a) any and all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and similar charges of any kind whatsoever in the nature of a tax and (b) all interest, penalties, fines, additions to tax or additional amounts imposed in connection with any item described in clause (a).

“ Tax Return ” means any return, report, or statement required to be filed with respect to any Tax (including any attachments thereto, and any amendment thereof), including any information return, claim for refund, amended return, or declaration of estimated Tax and including, where permitted or required, combined, consolidated, or unitary returns for any group of entities that includes a Seller or any of its Affiliates.

“ Taxing Authority ” means any Governmental Authority responsible for the administration, collection, or imposition of any Tax.

“ Third Party ” means a Person, including any Governmental Authority, that is not (i) a Seller or an Affiliate of a Seller, (ii) Buyer or an Affiliate of Buyer or (iii) a Person that after the signing of this Agreement becomes a successor entity of a Seller, Buyer or any of their respective Affiliates.

“ Third Party Claim ” has the meaning assigned to such term in Section 15.5(c) .

“ Third Party Consents ” has the meaning assigned to such term in Section 9.5 .

“ Third Party Estimate ” has the meaning assigned to such term in Section 9.16(c)(ii) .

“ Title Company ” means NORTH DAKOTA GUARANTY & TITLE COMPANY and STEWART TITLE GUARANTY COMPANY or another reputable real property title insurer reasonably satisfactory to Buyer.

“ Title Policies ” has the meaning assigned to such term in Section 9.15 .

“ Transaction Certificates ” means the FIRPTA Certificates, the certificates of Sellers contemplated by Section 11.2(c) and the certificate of Buyer contemplated by Section 11.1(c) .

“ Transaction Documents ” means the agreements, documents, instruments and certificates executed and delivered by the Parties at the Closing pursuant to Section 13.2 , but excluding the Ancillary Agreements.

“ Transactions ” has the meaning assigned to such term in the Recitals.

“ Transfer Requirement ” means any consent, approval, authorization or permit of, or filing with or notification to, any Person which is required to be obtained, made or complied with for or in connection with any sale, assignment or transfer of any Asset or any interest therein.

“ Transfer Taxes ” means all transfer, documentary, sales, excise, including motor vehicle excise tax, recording, real estate transfer, use, stamp, registration, value added, gross receipts, privilege, and other similar Taxes levied by a Taxing Authority with respect to the Transactions and includes any penalties and interest assessed with respect to all such Taxes.

“ Transferred Employees ” has the meaning assigned to such term in Section 9.11(a) .

“ Transferred Inactive Pipelines ” has the meaning assigned to such term in Section 2.2(f) .

“ Transition Services Agreement ” has the meaning assigned to such term in Section 13.2(j) .

“ Treasury Regulations ” means the regulations, including temporary regulations, promulgated under the Code by the U.S. Department of Treasury, as those regulations may be amended from time to time.

“ Unrecorded Easement ” has the meaning assigned to such term in Section 9.17(b) .

“ Use Agreement ” has the meaning assigned to such term in Section 13.2(p) .

“ Whiting ” has the meaning assigned to such term in the first paragraph hereof.

1.2      References, Titles and Construction . All references in this Agreement to articles, sections or subsections refer to the corresponding articles, sections or subsections of this Agreement unless expressly provided otherwise.

(a)      The titles and headings set forth in this Agreement have been included solely for ease of reference and shall not be considered in the interpretation or construction of this Agreement.

(b)      The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular section unless expressly provided otherwise.

(c)      Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used as another part of speech (such as a verb).

(d)      Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement.

(e)      Unless otherwise indicated, all references in this Agreement to any statute include the regulations thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision.

(f)      A reference to any party to this Agreement or another agreement or document includes the party’s permitted successors and assigns.

(g)      Examples shall not be construed to limit, expressly or by implication, the matter they illustrate.

(h)      The words “shall” and “will” are used interchangeably and have the same meaning.

(i)      The word “includes” and its derivatives shall mean “includes, but is not limited to” and corresponding derivative expressions. In addition, the word “or” will have the inclusive meaning represented by the phrase “and/or” unless the context requires otherwise.

(j)      No consideration shall be given to the fact or presumption that any Party had a greater or lesser hand in drafting this Agreement and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party, or any similar rule operating against the drafter of an agreement, are not applicable to the construction or interpretation of this Agreement.

(k)      All references herein to “$” or “dollars” shall refer to U.S. Dollars and any payment contemplated by this Agreement shall be made by wire transfer of immediately available funds.

(l)      The term “cost” includes expense and the term “expense” includes cost.

(m)      Time periods within or following which any payment is to be made or an act is to be done shall be calculated by excluding the day on which the time period commences and including the day on which the time period ends and by extending the period to the next Business Day following if the last day of the time period is not a Business Day.

(n)      Whenever this Agreement refers to days, such reference will mean calendar days unless Business Days are specified.

(o)      A reference to a writing includes a portable document format (“.pdf”) or similar transmission of it and any means of reproducing its words in a tangible and permanently visible form.

(p)      Each Exhibit and Schedule attached to this Agreement is incorporated herein by reference for all purposes, and references to this Agreement shall include all Exhibits and Schedules unless the context requires otherwise. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

ARTICLE 2
PURCHASE AND SALE

2.1      Purchase and Sale . Sellers agree to sell to Buyer, and Buyer agrees to purchase from Sellers, all of the Assets, all pursuant to the terms of this Agreement.

2.2      The Assets . As used herein, the term “ Assets ” refers to all of Sellers’ right, title and interest in and to the following at the Effective Time, other than the Excluded Assets:

(a)      The natural gas processing plant, known as the “ Robinson Lake Plant ,” including compression units, a propane refrigeration processing plant, natural gas liquids fractionation plant, inlet separation equipment, dehydration equipment, pumps, metering, pipes, valves, natural gas liquids storage tanks, instrumentation, control equipment, and related equipment and facilities (whether installed prior to or following the execution of this Agreement) necessary to receive and process natural gas for the recovery of natural gas liquids and the redelivery of residue gas remaining after such processing, as further described on Schedule 2.2(a) , located on a tract of land encompassing 9.78 acres, more or less, in the NW/4NW/4NW/4 of Section 23, Township 153 North, Range 91 West, Mountrail County, ND;

(b)      The following fee-owned real property (“ Owned Real Property ” or “ Real Property ”);

(i)      All fee-owned real property on which the Robinson Lake Plant is located together with all rights, hereditaments and appurtenances thereto, including buildings and other permanent improvements and fixtures located thereon or related

thereto that are used or held for use Primarily in connection with the Robinson Lake Plant, as described on Section 1 of Schedule 2.2(b) ;

(ii)      All fee-owned real property on which the Stanley Booster Station is located together with all rights, hereditaments and appurtenances thereto, including buildings and other permanent improvements and fixtures located thereon or related thereto that are used or held for use Primarily in connection with the Robinson Lake Plant, as described on Section 2 of Schedule 2.2(b) ;

(iii)      All fee-owned real property on which the Knife River Compressor Station is located together with all rights, hereditaments and appurtenances thereto, including buildings and other permanent improvements and fixtures located thereon or related thereto that are used or held for use Primarily in connection with the Robinson Lake Plant, as described on Section 3 of Schedule 2.2(b) ;

(iv)      All fee-owned real property on which the New Town Compressor Station is located together with all rights, hereditaments and appurtenances thereto, including buildings and other permanent improvements and fixtures located thereon or related thereto that are used or held for use Primarily in connection with the Robinson Lake Plant, as described on Section 4 of Schedule 2.2(b) ; and

(v)      All fee-owned real property on which the Van Hook Yard is located together with all rights, hereditaments and appurtenances thereto, including buildings and other permanent improvements and fixtures located thereon or related thereto that are used or held for use Primarily in connection with the Robinson Lake Plant, as described on Section 5 of Schedule 2.2(b) ;

(c)      The Robinson Lake Plant office buildings located in Mountrail County, North Dakota as described on Schedule 2.2(b) (“ Plant Offices ”), together with all furniture, immovable property, fixtures, structures and permanent facilities and improvements used or held for use in connection with the Plant Offices, excluding the personal property and equipment (including computers) associated with the excluded property identified on Schedule 2.3(c) ;

(d)      A 6” residue gas pipeline, approximately seventeen (17) miles in length, running from the Robinson Lake Plant to the custody transfer meter at the residue gas sales or transportation point, located near the town of Stanley, ND, known as the Robinson Lake Receipt Point (WBI ID# 01513) (the “ Robinson Lake WBI Residue Gas Pipeline ”); a 10” residue gas pipeline, approximately seventeen (17) miles in length, running from the Robinson Lake Plant to the custody transfer meter at the residue gas sales or transportation point, located near the town of Stanley, ND, known as the Robinson Lake Receipt Point (Aux Sable ID: Whiting Interconnect) (the “ Robinson Lake Aux Sable Residue Gas Pipeline ”); and, a 12” residue gas pipeline, approximately four (4) miles in length, running from the Stanley Booster Compression Station located in Section 14, Township 155 North, Range 91 West, Mountrail County, North Dakota to the custody transfer meter at the residue gas sales or transportation point with Hess North Dakota Pipeline LLC located in Section

27, Township 156 North, Range 91 West, Mountrail County, North Dakota (the “ Robinson Lake Hess Residue Gas Pipeline ”).” 

(e)      All active gas gathering pipelines running from all of the existing points of delivery/receipt points to the Robinson Lake Plant, including the gas metering equipment installed at well sites, pig launching and receiving equipment, cathodic protection equipment and any field compression, whether owned or leased, now or hereafter installed on such pipelines as set forth on Schedule 2.2(e) (the “ Gathering System ”);

(f)      The eleven (11) inactive pipeline segments described on Schedule 2.2(f) (the “ Transferred Inactive Pipelines ”);

(g)      All other tangible personal property, improvements, fixtures and other appurtenances (whether or not currently in use) used or held for use Primarily in connection with the ownership, operation or use of the Facilities or the Transferred Inactive Pipelines, wherever located (the “ Equipment ”), including pipelines, gathering lines, tanks, machinery, equipment, residue return lines, regulators, meters, measurement telemetry, appliances, pipes, valves, fittings, spare parts, inventory (including Materials Inventory) and material of any nature or kind whatsoever, including tangible assets that are in offsite repair, maintenance or storage facilities or in transit to or from the Facilities as of the Effective Time. Equipment includes (i) storage and other tanks, meters, pumps, pump stations, controls, engines, compressors, pipes, fittings, valves, connections, regulators, (ii) applicable IT Equipment, (iii) tools, and (iv) furniture and furnishings;

(h)      All Easements, including those that are listed on Schedule 2.2(h) , subject to the rights reserved to Sellers pursuant to Section 2.3(c) and the terms and conditions of the Use Agreement with respect to Sellers’ and Buyer’s joint use of such Easements;

(i)      To the extent assignable, all Contracts related to the ownership, operation or use of the Facilities and the purchase, gathering, processing, or marketing of hydrocarbons and related products in connection therewith which are set forth on Schedule 2.2(i) , but only to the extent such Contracts are for goods or services to be received or delivered after the Effective Time or are otherwise performable on or after the Effective Time (the “ Assigned Contracts ”);

(j)      All Permits issued to a Seller, to the extent transferable, and in each case used in connection with the ownership, operation or use of the Facilities or the performance of the obligations under the Assigned Contracts (the “ Assigned Permits ”) including the Permits listed on Schedule 2.2(j) ;

(k)      All natural gas within the Gathering System, the Robinson Lake WBI Residue Gas Pipeline, the Robinson Lake Aux Sable Residue Gas Pipeline and the Robinson Lake Hess Residue Gas Pipeline classified as line fill owned by Sellers (“ Line Fill ”);

(l)      All saleable inventory of natural gas liquids in inventory as of the Effective Time (“ NGL Inventory ”);

(m)      All Rolling Stock, including the Rolling Stock identified in Schedule 2.2(m) ;

(n)      The water supply well located in Section 23, Township 153 North, Range 90 West, Mountrail County, North Dakota; and

(o)      All files, records, data, correspondence, drawings, papers, plans, books of account, manuals and other documents and other records (including electronically stored information, to the extent reasonably practicable) relating to the items described in (a) through (n), above or otherwise related to the ownership, operation or use of the Assets or performance of the Assigned Contracts (“ Records ”), including all Taxes (excluding income Taxes), accounting, operation, technical, environmental and safety records, which, to the extent available, shall be in an electronic format; provided, however , Buyer acknowledges that Sellers may retain the Records in electronic format and may provide Buyer copies (imaged or electronic media, hardcopy media or any combination thereof) of such Records rather than originals. “Records” shall not include any e-mails or other electronic communications, including e-mails or other electronic communications containing references to the Assets, unless such e-mails or other electronic communications were printed and retained by Sellers in the ordinary course of business.

2.3      Excluded Assets . The Assets do not include, and Sellers do hereby expressly except and exclude herefrom and reserve to themselves, each of the following assets at the Effective Time (the “ Excluded Assets ”):

(a)      Except for the Transferred Inactive Pipelines, all of Sellers’ interests in any idled or abandoned pipeline segments (whether oil, natural gas, or otherwise), including all tangible personal property related thereto;

(b)      All of Sellers’ interest in the oil pipelines, oil gathering pipelines and related equipment and facilities described on Schedule 2.3(b) (“ Oil Facilities ”);

(c)      Rights in the Easements, as reserved in the Partial Assignment of Rights of Way, to install, operate, replace, repair, maintain and remove oil pipelines, as well as the right of ingress and egress, as necessary, related thereto, subject to the terms and conditions of the Use Agreement with respect to Sellers’ and Buyer’s joint use of such Easements;

(d)      The property identified on Schedule 2.3(d) ;

(e)      All production facilities located upstream of the points of delivery/receipt points with respect to the Gathering System;

(f)      All Contracts of Sellers or their Affiliates other than the Assigned Contracts, including all of Sellers’ interest in any Contracts to the extent applicable to any of the Oil Facilities;

(g)      All rights and choses in action, arising, occurring or existing in favor of Sellers prior to the Effective Time or arising out of the ownership or operation of the Assets prior to the Effective Time (including any and all contract rights, claims, revenues,

recoupment rights, recovery rights, accounting adjustments, mis-payments, erroneous payments or other claims of any nature in favor of Sellers and relating and accruing to any time period prior to the Effective Time, but not including any contract rights or claims for indemnity in favor of Sellers against any predecessors-in-title to the Assets or counterparties to Assigned Contracts);

(h)      All corporate, financial, Tax (except as provided in Section 2.2(o) ) and legal (other than title opinions) records of Sellers;

(i)      All Contracts of insurance;

(j)      Any refund of costs, Taxes or expenses borne by Sellers attributable to the period prior to the Effective Time;

(k)      All deposits (excluding deposits transferred to Buyer pursuant to Section 3.3(b) ), cash, checks, accounts receivable and funds attributable to Sellers’ interests in the Assets with respect to any period of time prior to the Effective Time;

(l)      All business computers, computer or communications software or, intellectual property (including tapes, data and program documentation and all tangible manifestations and technical information relating thereto) owned, licensed or used by Sellers and related personal property or equipment associated with the Excluded Assets or the property identified on Schedule 2.3(d) ;

(m)      Any logo, service mark, copyright, trade name or trademark of or associated with either Seller or any Affiliate of either Seller or any business of either Seller or of any Affiliate of either Seller;

(n)      Documents and information subject to legal privilege, including attorney work product, attorney-client communications, and any appraisal, valuations, and similar documents and information relating to the Assets, but excluding any such documents and information to the extent necessary for Buyer to defend against Claims brought by Third Parties or to assert Claims against Third Parties, in each case relating to Assumed Liabilities;

(o)      Records and files to the extent they cannot be disclosed under the terms of any Third Party contract (and Sellers’ requested consent to make disclosure has not been obtained or provided) or are not transferable without payment of fees or penalties (except as may be agreed to be paid by Buyer) or cannot be disclosed under applicable Law;

(p)      Sellers’ economic projections or analyses relating to the Assets;

(q)      Employment records, including personnel information, personnel records and medical records, relating to any employee of either Seller (except to the extent an employee voluntarily signs a release authorizing disclosure of any or all such information with respect to himself or herself, with the signing of such release not being made a condition of either receiving an offer of or commencing employment with Buyer or its Affiliates except as permitted pursuant to Section 9.11(a) );

(r)      Documents prepared or received by Sellers, if any, with respect to (i) lists of prospective purchasers for the Assets compiled by Sellers, (ii) bids submitted by other prospective purchasers of the Assets, (iii) analyses by Sellers of any offers or bids submitted by any prospective purchaser, (iv) correspondence between or among Sellers, their respective representatives, and any prospective purchaser other than Buyer, and (v) correspondence between Sellers or any of their respective representatives with respect to any offers or bids, the prospective purchasers, or the Transactions;

(s)      Master service agreements or similar agreements; and

(t)      Any assets or rights of any Seller that do not constitute Assets.

Each Seller shall retain all right, title and interest in and to the Excluded Assets that are owned by such Seller, and nothing herein shall affect the ownership rights of the Sellers with respect to the Excluded Assets.

2.4      Assumed Non-Environmental Liabilities . Except for those matters contemplated under Section 2.5 , upon Closing, Buyer shall assume and pay, perform, fulfill and discharge when due, and release Sellers with respect to, all Liabilities (excluding Environmental Liabilities) to the extent arising from, in connection with or related to the Assets or the performance of the Assigned Contracts, regardless of whether such Liabilities arose prior to, on or after the Effective Time, including (i) such Liabilities under the Assigned Contracts and the Assigned Permits; (ii) such Liabilities associated with, decommissioning and reclaiming, as necessary, the Facilities, including any obligation to undertake such decommissioning or reclamation; and (iii) such Liabilities arising out of the ownership, development, operation or maintenance of the Assets, including the transportation, gathering and marketing of hydrocarbons (collectively, the “ Assumed Non-Environmental Liabilities ”) Notwithstanding the preceding sentence, this Section 2.4 shall not modify or limit Sellers’ indemnification obligations under Section 15.2 .

2.5      Retained Non-Environmental Liabilities . Notwithstanding the Assumed Non-Environmental Liabilities, Sellers shall retain and pay, perform, fulfill and discharge when due and release Buyer from and against any and all Liabilities to the extent arising from, in connection with or related to the following non-Environmental Liabilities (collectively, the “ Retained Non-Environmental Liabilities ”):

(i)      Property Costs to the extent Sellers are responsible pursuant to Section 3.3(b) ;

(ii)      any Liabilities exceeding, individually or in the aggregate, five hundred thousand dollars ($500,000) that are owed to a Third Party oil or gas producer pursuant to an Assigned Contract in connection with gas gathering, processing or fractionation agreements prior to the Closing Date;

(iii)      any Liabilities between the Sellers related to or arising from Existing Robinson Lake Operating Agreement; and

(iv)      Taxes assessed against Sellers, except to the extent of Ad Valorem Taxes and Transfer Taxes allocated to Buyer pursuant to Article 10 and not otherwise taken into account as a deduction to the Purchase Price in Sections 3.4(vi) or 3.4(vii) ; provided that this clause (iv) shall not prevent Sellers from contesting any assessment or proposed assessment or asserting that the Tax in question should be assessed against Buyer.

2.6      Effective Time . As used in this Agreement, “ Effective Time ” shall mean 12:01 a.m., Mountain Time on the Closing Date.

2.7      1031 Exchange . Each Seller reserves the right, at or prior to Closing, to assign its rights under this Agreement with respect to all or a portion of the Purchase Price, and that portion of the Assets associated therewith (“ Section 1031 Assets ”), to a Qualified Intermediary (“ QI ”) (as that term is defined in Section 1.1031(k)-1(g)(4)(iii) of the Treasury Regulations) to accomplish the Transactions, in whole or in part, in a manner intended to comply with the requirements of a like-kind exchange (“ Like-Kind Exchange ”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (“ Code ”). If either Seller so elects, such Seller may assign its rights under this Agreement to the Section 1031 Assets to the QI. Buyer hereby consents to either Seller’s assignment of its rights in this Agreement with respect to the Section 1031 Assets, and, if such an assignment is made, Buyer agrees to pay all or a portion of the Purchase Price into the qualified trust account at Closing as directed in writing by such Seller. Each Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI shall not release such Seller or Buyer from any of its respective liabilities and obligations to each other or expand any such respective liabilities or obligations under this Agreement. No Party represents to the other that any particular Tax treatment will be given to any other Party because of the Like-Kind Exchange. Neither Buyer nor the other Seller shall be obligated to pay any additional costs or incur any additional obligations if such costs or obligations are the result of a Seller’s Like-Kind Exchange, and the Seller participating in the Like-Kind Exchange shall hold harmless and indemnify the other Parties from and against all claims, losses and liabilities (including reasonable attorneys’ fees, court costs and related expenses), if any, resulting from such Like-Kind Exchange.

ARTICLE 3
PURCHASE PRICE

3.1      Purchase Price . The purchase price for the Assets (collectively, the “ Purchase Price ”) will be (a) an amount in cash equal to four hundred fifty million dollars ($450,000,000) (the “ Base Price ”), as adjusted pursuant to Section 3.3, Section 9.16 , and Section 14.1 , plus (b) the assumption by Buyer of the Assumed Liabilities.

3.2      Deposit . Contemporaneously with the execution of this Agreement, Buyer will deposit twenty-two million five hundred thousand dollars ($22,500,000) (the “ Deposit ”) with Sellers by delivery by wire transfer of fifty percent (50%) of the Deposit to Whiting and fifty percent (50%) of the Deposit to Non-Operator. During the Interim Period each Seller shall hold its portion of the Deposit in a separate bank account segregated from other accounts and funds (i.e. not commingled with other funds) of such Seller and such account shall be designated for holding such portion of the Deposit solely subject to the terms of this Agreement. The aggregate Deposit shall be credited

against the Closing Date Payment at Closing pursuant to Section 3.4 or, if this Agreement is terminated, shall be retained or returned, as applicable, pursuant to Article 12 . This Agreement will not become a legally binding and enforceable obligation of the Parties unless and until the Deposit is received by Sellers.

3.3      Adjustments to Base Price . All adjustments to the Base Price shall be made according to the factors described in this Section 3.3 without duplication.

(a)      Preliminary Settlement Statement . The calculation of the Closing Date Payment will be set out in a “ Preliminary Settlement Statement ” prepared in good faith by Operator (and approved by Non-Operator) and submitted to Buyer not less than five (5) Business Days prior to Closing for Buyer’s comment and review. Buyer shall have two (2) Business Days to review the Preliminary Settlement Statement and shall submit a written report to Sellers setting forth any proposed changes. Sellers and Buyer shall attempt to settle on the contents of the Preliminary Settlement Statement prior to Closing; provided, however , if the Parties cannot agree on the Preliminary Settlement Statement prior to the Closing, the Preliminary Settlement Statement as presented by Sellers will be used to calculate the Closing Date Payment.

(b)      Revenues and Property Costs . Except as expressly provided otherwise in this Agreement: (A) Sellers shall be entitled to all revenues and accounts receivable attributable to the Assets, and shall be responsible for all Property Costs attributable to the Assets, in each case to the extent they relate to the period prior to the Effective Time and (B) Buyer shall be entitled to all revenues and accounts receivable attributable to the Assets, and shall be responsible for all Property Costs attributable to the Assets, in each case to the extent they relate to the period from and after the Effective Time. All deposits paid by Sellers relating to the Assets and all prepaid amounts paid by Sellers prior to or after the Effective Time but attributable to the Assets after the Effective Time shall be credited to Sellers to the extent that (i) Sellers’ rights to such deposits and prepaid amounts are transferred and assigned to Buyer at Closing or (ii) Buyer receives the benefit of such deposits and prepaid amounts after the Closing and Sellers are not entitled to the release or reimbursement of such amounts after the Closing. No later than five (5) Business Days prior to the Closing Date, Operator shall submit in writing to Buyer its good faith estimate of the above-described amounts along with documentation supporting its good faith calculation of the Property Costs and shall reasonably respond to questions and comments from Buyer regarding such submission prior to the Closing Date and incorporate such estimate into the Preliminary Settlement Statement. The actual amounts (to the extent the same differ from the estimate included in the Preliminary Settlement Statement) shall be accounted for in the Final Settlement Statement.

(c)      NGL Inventory, Line Fill Value and Materials Inventory Value.

(i)      The Purchase Price shall be subject to adjustment to take into account the value, as of the Effective Time, of the NGL Inventory, the Line Fill and the Materials Inventory, as measured and valued pursuant to Schedule 3.3(c)(i) (collectively, the “ Final Inventory Amount ”). Sellers shall provide Buyer with data,

documentation and other materials reasonably requested by Buyer to verify such measurements and value determination. Each Party shall be permitted to have representatives present to observe any measurements taken of NGL Inventory, Line Fill and Materials Inventory.

(ii)      No later than five (5) Business Days prior to the Closing Date, Operator shall submit in writing to Buyer its good faith estimate of the dollar value of the NGL Inventory, of the Line Fill and of the Materials Inventory as of the Effective Time (the “ Estimated Inventory Amount ”) setting forth the types, characteristics and volumes, on a tank, truck, pipeline, or other location basis, as applicable, along with documentation supporting its good faith calculation of the Estimated Inventory Amount and shall reasonably respond to questions and comments from Buyer regarding such submission prior to the Closing Date. The Final Inventory Amount (to the extent it differs from the Estimated Inventory Amount included in the Preliminary Settlement Statement) shall be accounted for in the Final Settlement Statement.

(d)      Pipeline Imbalances.

(i)      The Purchase Price shall be subject to adjustment to take into account the value, as of the Effective Time, of the amount (the “ Final Pipeline Imbalance Amount ”) equal to the aggregate net pipeline imbalances for underdeliveries or overdeliveries, as applicable, for which Sellers are entitled to receive or owe from or to any pipeline, gatherer, transporter, processor, co-owner or purchaser in connection with any natural gas or crude oil underdeliveries or overdeliveries attributable to the ownership, operation or use of the Facilities prior to the Effective Time. The Final Pipeline Imbalance Amount shall be calculated based upon the applicable average price per unit for sales of production during the month immediately preceding the Effective Time being multiplied by the net underdelivery or overdelivery imbalance, as applicable, in the appropriate units of measurement consistent with such applicable average sales price. Sellers shall provide Buyer with data, documentation and other materials reasonably requested by Buyer to verify such measurements and value determination.

(ii)      No later than five (5) Business Days prior to the Closing Date, Operator shall submit in writing to Buyer its good faith estimate of the dollar value of such pipeline imbalances as of the Effective Time (the “ Estimated Pipeline Imbalance Amount ”) setting forth the types, characteristics and volumes, as applicable, along with documentation supporting its good faith calculation of the Estimated Pipeline Imbalance Amount and shall reasonably respond to questions and comments from Buyer regarding such submission prior to the Closing Date. The Final Pipeline Imbalance Amount (to the extent it differs from the Estimated Pipeline Imbalance Amount included in the Preliminary Settlement Statement) shall be accounted for in the Final Settlement Statement.

3.4      Closing Date Payment . Subject to the satisfaction or waiver of all of the conditions set forth in Article 11 in accordance with the terms thereof, including the delivery of all of the items set forth in Section 13.2 , at the Closing Buyer shall deliver to Sellers an amount (the “ Closing Date Payment ”) in cash payable by wire transfer of immediately available funds which shall be equal to the Base Price:

(i)      minus an amount equal to the Deposit;

(ii)      plus or minus , as applicable, an amount for Property Costs pursuant to Section 3.3(b) , calculated as follows;

(A)      plus an amount equal to the Property Costs (for purposes of the Closing Date Payment such amount shall be as known as of the date of the Preliminary Settlement Statement) incurred and paid by Sellers that are attributable to the period after the Effective Time, which Property Costs will be pro-rated if such costs are attributable to periods both before and after the Effective Time, as applicable;

(B)      minus an amount equal to the Property Costs incurred and paid by Buyer that are attributable to the period before the Effective Time, which Property Costs will be pro-rated if such costs are attributable to periods both before and after the Effective Time, as applicable (for purposes of the Preliminary Settlement Statement and the Closing Date Payment such amount pursuant to this subsection (B) shall be zero);

(iii)      plus or minus , as applicable, an amount for revenues and proceeds attributable to the Assets pursuant to Section 3.3(b) , calculated as follows;

(A)      plus an amount equal to such revenues and proceeds received and retained by Buyer that are attributable to periods prior to the Effective Time, which revenues and proceeds will be pro-rated if such amounts are attributable to periods both before and after the Effective Time, as applicable (for purposes of the Preliminary Settlement Statement and the Closing Date Payment such amount pursuant to this subsection (A) shall be zero);

(B)      minus an amount equal to the such revenues and proceeds received and retained by Sellers (for purposes of the Closing Date Payment such amount shall be as known as of the date of the Preliminary Settlement Statement) that are attributable to periods from and after the Effective Time, which revenues and proceeds will be pro-rated if such amounts are attributable to periods both before and after the Effective Time, as applicable;

(iv)      plus an amount equal to the Estimated Inventory Amount;

(v)      plus or minus , as applicable, an amount equal to the Estimated Pipeline Imbalance Amount;

(vi)      plus an amount equal to Buyer’s share of Transfer Taxes paid by Sellers or minus an amount equal to Seller’s share of Transfer Taxes paid by Buyer, as applicable, pursuant to Section 10.1 ;

(vii)      plus an amount equal to Buyer’s share of Ad Valorem Taxes paid by Sellers or minus an amount equal to Sellers’ share of Ad Valorem Taxes paid by Buyer, as applicable, pursuant to Section 10.2 ; and

(viii)      plus or minus , as applicable, any other amounts agreed to by Sellers and Buyer.

ARTICLE 4
BUYER’S INSPECTION

4.1      Access to the Records and Personnel . During the Interim Period and subject to Sections 9.7(a) and 9.7(b) , each Seller, as applicable, will (and will cause its Affiliates to) make the Records (that are in such Seller’s (or its Affiliates’) possession or under such Seller’s (or its Affiliates’) control) available to Buyer and its Affiliates and their agents, representatives, advisors, consultants, attorneys, underwriters, insurers, lenders and other Persons providing goods or services to Buyer in connection with its potential acquisition of the Assets (collectively, “ Buyer’s Representatives ”) for inspection, copying, and review, all at Buyer’s expense, during normal business hours at Sellers’ offices and field sites, as applicable, to permit Buyer to perform its due diligence review and for the purpose of effecting the Transactions. Sellers’ obligations under this Section 4.1 shall be complementary to Sellers’ obligations under Section 9.14 . Subject to the consent and cooperation of Third Parties, Sellers, as applicable, will assist Buyer in Buyer’s efforts to obtain, at Buyer’s expense, such additional information from Third Parties as Buyer may reasonably request in writing, for the purposes of Buyer’s due diligence review and for the purpose of effecting the Transactions. Notwithstanding the foregoing, Sellers’ obligations under this Section 4.1 shall be limited to the extent that, and Sellers shall not be required to disclose any information to Buyer where, the disclosure of such information would, in Sellers’ reasonable determination (a) violate Sellers’ obligations of confidentiality or Sellers’ contractual commitments to Third Parties, (b) jeopardize Sellers’ attorney-client or other privilege, or (c) cause Sellers to contravene any applicable Law or fiduciary duty; provided , that the foregoing limitation shall not apply to any title opinions. If Sellers seek to withhold information from Buyer pursuant to the preceding sentence, Sellers and Buyer shall cooperate, without violating privilege, in good faith to implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection if possible. Additionally, during the Interim Period, Operator shall permit Buyer and Buyer’s Representatives access during normal business hours to all personnel involved in the operation or use of the Assets or the performance of the obligations under the Assigned Contracts, and Operator shall have the right to be present during any such meetings.

4.2      Disclaimer . EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT, THE TRANSACTION CERTIFICATES AND THE SPECIAL WARRANTY IN THE CONVEYANCES, (A)  BUYER RECOGNIZES AND AGREES THAT ALL MATERIALS, DOCUMENTS, AND OTHER INFORMATION MADE AVAILABLE TO IT IN CONNECTION WITH THE TRANSACTIONS, WHETHER MADE AVAILABLE

PURSUANT TO THIS ARTICLE OR OTHERWISE, WHETHER PRIOR TO OR AFTER THE EXECUTION DATE, ARE OR WERE MADE AVAILABLE TO IT AS AN ACCOMMODATION, AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE ACCURACY AND COMPLETENESS OF SUCH MATERIALS, DOCUMENTS, OR OTHER INFORMATION; (B) BUYER EXPRESSLY AGREES THAT ANY RELIANCE UPON OR CONCLUSIONS DRAWN THEREFROM SHALL BE AT BUYER’S RISK TO THE MAXIMUM EXTENT PERMITTED BY LAWS AND SHALL NOT GIVE RISE TO ANY LIABILITY OF OR AGAINST SELLERS EXCEPT AS PROVIDED HEREIN OR THEREIN; AND (C) BUYER HEREBY WAIVES ITS RIGHTS TO ASSERT ANY DEFECT OR DEFICIENCY WITH RESPECT TO TITLE TO THE ASSETS, ACCEPTS THE CURRENT STATUS OF SUCH TITLE AND WAIVES THE RIGHT TO ASSERT ANY ADJUSTMENT TO THE PURCHASE PRICE RELATED THERETO.

4.3      Physical Access to the Assets .

(a)      Prior to the Execution Date, Operator granted to Buyer physical access to the Facilities to allow Buyer to conduct, at Buyer’s sole risk and expense, certain non-intrusive, on-site surface inspections of the Assets and an inspection of Operator’s files covering environmental matters (the “ Environmental Inspection ”). If Buyer or its agents prepared an environmental assessment of any of the Assets, Buyer agrees to keep such assessment confidential and to furnish copies thereof to Sellers. Such information may be disclosed to Buyer’s Representatives and used in Buyer’s evaluation of the Assets. Notwithstanding the preceding, Buyer’s obligation of confidentiality shall not apply to information (i) required to be disclosed by legal process or Laws, including securities Laws or stock exchange rules or regulations, (ii) available to the public except by a breach of this commitment by Buyer, (iii) already in the possession of or known to Buyer as of the date of the Environmental Inspection or developed by Buyer independently of the Environmental Inspection, or (iv) acquired from Third Parties not known by Buyer to have confidentiality obligations to Sellers, provided that Buyer agrees to inquire of such Third Parties if such Third Party has an obligation of confidence to Sellers.

(b)      During the Interim Period, to the extent not prohibited by applicable Law, upon Buyer’s written request made within a reasonable period of time prior to when such access is sought, Operator shall (and shall cause its Affiliates to) permit Buyer and Buyer’s Representatives to have reasonable access at reasonable times and at Buyer’s sole cost, and in a manner so as not to interfere with the normal business operations conducted thereat, to all premises and properties of Operator and its Affiliates related to the operations of the Facilities and the performance of the Assigned Contracts. Any information obtained by Buyer or Buyer’s Representatives under this Section 4.3(b) shall be subject to the provisions of this Agreement relating to the Confidentiality Agreement.

(c)      Release and Indemnity . IN CONNECTION WITH GRANTING SUCH PHYSICAL ACCESS TO THE ASSETS, BUYER REPRESENTS THAT IT IS AND WAS ADEQUATELY INSURED AND WAIVES, RELEASES AND AGREES TO INDEMNIFY SELLERS AND THEIR RESPECTIVE DIRECTORS, OWNERS, MEMBERS, PARTNERS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS AND

REPRESENTATIVES AGAINST ALL CLAIMS ARISING AS A RESULT OF ANY ACTIVITIES OF BUYER OR BUYER’S REPRESENTATIVES OR AFFILIATES IN CONDUCTING ITS ON-SITE INSPECTIONS AND ENVIRONMENTAL ASSESSMENTS OF THE ASSETS (INCLUDING THOSE ACTIVITIES CONDUCTED IN ANY OFFICE OR FACILITY OF SELLERS), WHETHER OR NOT SUCH CLAIMS, INJURIES OR DAMAGES ARISE IN WHOLE OR IN PART OF OUT SELLERS’ NEGLIGENCE, EXCEPT TO THE EXTENT FOR INJURIES OR DAMAGES CAUSED BY SELLERS’ OR THEIR REPRESENTATIVES’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THIS WAIVER, RELEASE AND INDEMNITY BY BUYER SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

ARTICLE 5
ENVIRONMENTAL MATTERS

5.1      Buyer’s Acknowledgment Concerning Possible Contamination of the Assets . Buyer is aware that the Facilities have been used for the transportation, gathering and processing of hydrocarbons and that there may be petroleum, produced water, wastes, or other materials located on or under the Facilities or associated with the Facilities. Equipment and sites included in the Facilities may contain asbestos, hazardous substances, or naturally occurring radioactive materials (“ NORM ”). NORM may affix or attach itself to the inside of pipes, facilities, and equipment as scale, or in other forms; the pipes, facilities, and equipment located on the Facilities or included in the Facilities may contain NORM and other wastes or hazardous substances; and NORM-containing material and other wastes or hazardous substances may have been buried, come in contact with the soil, or otherwise been disposed of on the Facilities. Special procedures may be required for the remediation, removal, transportation, or disposal of wastes, asbestos, hazardous substances, and NORM from the Facilities. This Section 5.1 shall not alter, limit, modify or diminish the provisions of Section 5.3 or Section 7.9 .

5.2      Assumed Environmental Liabilities . Except for those matters contemplated under Section 5.3 , upon Closing, Buyer shall assume and pay, perform, fulfill and discharge when due, and release Sellers with respect to (subject to Section 15.5 ), all Environmental Liabilities to the extent arising from, in connection with or related to the Assets or the performance of the Assigned Contracts attributable to the period of time before and after the Effective Time, including any and all liability for (i) the assessment, remediation, removal, transportation and disposal of wastes, asbestos, hazardous substances and NORM, (ii) compliance with Environmental Laws in respect of the environmental condition of the Assets as of the Effective Time, and (iii) the obligation to reclaim or decommission, as applicable, existing operating facilities or pipelines (collectively, the “ Assumed Environmental Liabilities ”).

5.3      Retained Environmental Liabilities . Notwithstanding the Assumed Environmental Liabilities, Sellers shall retain and pay, perform, fulfill and discharge when due and release Buyer (subject to Section 15.5 ) from and against any and all Environmental Liabilities to the extent arising from, in connection with or related to the following (collectively, the “ Retained Environmental Liabilities ”):

(a)      all fines or monetary penalties related to or arising from methanol emissions from the Assets prior to the Effective Time described in Section 7.9(e) of the Disclosure Schedule;

(b)      all fines or monetary penalties related to or arising out of any matters identified by leak detection and repair audit prior to the Effective Time;

(c)      all fines or monetary penalties related to or arising from the EPA Audit prior to the Effective Time described (and defined) in Section 7.9(e) of the Disclosure Schedule;

(d)      all Liabilities asserted by any Person who was an employee or contractor of Sellers or their Affiliates that provided services at or with respect to the Facilities prior to the Effective Time, where such Liabilities relate to or arise from such Person’s exposure to Hazardous Materials while performing such services prior to the Effective Time; provided , that with respect to employees or contractors, Sellers received written notice from such employee or contractor of such Liabilities on or before the Closing Date (and, after the Closing Date, any such Liabilities with respect to which Sellers have not received written notice from such employee or contractor shall become Assumed Environmental Liabilities);

(e)      all Off-Site Environmental Liabilities; and

(f)      any Environmental Liabilities related to or arising from Excluded Assets, except to the extent caused by any wrongful act or omission of Buyer or Buyer’s agents, employees, or contractors after the Effective Time.

ARTICLE 6
SELLERS’ REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO CORPORATE MATTERS

Except as set forth in the Disclosure Schedule, each Seller with respect to itself, severally and not jointly with the other Seller (with neither Seller having any liability to Buyer for any breach by the other Seller of any representation and warranty under this Article 6 ), makes the following representations and warranties to Buyer as of the Execution Date and as of the Closing Date:

6.1      Corporate Representations .

(a)      Such Seller is a corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the Laws of the State of Delaware or Oklahoma, as the case may be, and is duly qualified to carry on its business in the State of North Dakota.

(b)      Such Seller has all requisite power and authority to own the Assets, to carry on its business as presently conducted, to execute, deliver, and perform this Agreement, the Ancillary Agreements, and each other agreement, instrument, or document executed or to be executed by such Seller in connection with the Transactions to which it is a party and to consummate the Transactions. The execution, delivery, and performance by such Seller of this Agreement, the Ancillary Agreements, and each other agreement, instrument, or

document executed or to be executed by such Seller in connection with the Transactions to which it is a party, and the consummation by it of the Transactions, have been duly authorized by all necessary corporate or limited liability company action of such Seller, as applicable.

(c)      Except for Customary Post-Closing Consents, the execution, delivery and performance of this Agreement, the Ancillary Agreements, and any other agreement, instrument, or document executed or to be executed by such Seller in connection with the Transactions will not (1) conflict with, or result in the breach of any provision of, the charter or by-laws or similar governing or organizational documents of such Seller, (2) create a Lien on the Assets or trigger an outstanding security interest in or right to buy any of the Assets that will remain in existence after Closing, (3) violate, be in conflict with, require any filing with respect to, or result in any acceleration or default under or termination of, any agreement or instrument to which such Seller is a party (or subject to) and which affects the Assets and (4) except for the request under the HSR Act described in Section 9.10 , violate or be in conflict with any Law applicable to such Seller as a party in interest or any of the Assets, in each case, except for any matters as would not, individually or in the aggregate, reasonably be expected to have a materially adverse effect on such Seller’s ability to consummate the Transactions and perform its obligations under this Agreement, the Ancillary Agreements, and each other agreement, instrument, or document executed or to be executed by such Seller in connection with the Transactions.

6.2      Authorization and Enforceability . The execution, delivery and performance of this Agreement, the Ancillary Agreements, and each other instrument, or document executed or to be executed by such Seller in connection with the Transactions have been duly and validly authorized by all requisite action by such Seller. This Agreement, the Ancillary Agreements, the Conveyances and each other agreement, instrument or document executed or to be executed by such Seller in connection with the Transactions to which it is a party constitutes, or when executed and delivered will constitute, such Seller’s legal, valid and binding obligation, enforceable in accordance with their respective terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other Laws for the protection of creditors and equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

6.3      Liability for Brokers’ Fees . Such Seller has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees relating to the Transactions for which Buyer shall have any responsibility whatsoever.

6.4      Legal Actions . There are no Legal Actions pending or, to such Seller’s Knowledge, threatened against such Seller that would materially affect such Seller’s ability to execute and deliver this Agreement or to consummate the Transactions.

6.5      Orders . There are no unsatisfied or continuing Orders outstanding against such Seller that would be reasonably expected to impair such Seller’s ability to enter into this Agreement or consummate the Transactions.

6.6      Tax Matters . Such Seller is not a “foreign person” within the meaning of Section 1445 of the Code.

6.7      Bankruptcy . There are no bankruptcy, reorganization, or similar arrangement proceedings pending, being contemplated by, or, to such Seller’s Knowledge, threatened against such Seller.

6.8      Disclosures . The matters set forth in the Disclosure Schedule or on any of the Exhibits attached hereto are not necessarily matters that such Seller is required to disclose or matters that would constitute a breach of any representation or warranty had such matters not been disclosed.

ARTICLE 7
SELLERS’ REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ASSETS

Except as set forth in the Disclosure Schedule, each Seller with respect to itself, severally and not jointly with the other Seller, makes the following representations and warranties to Buyer as of the Execution Date and as of the Closing Date; provided , that the representations and warranties set forth in this Article 7 that are expressly made by Operator, are made solely by Operator and shall not be construed as representations or warranties made by Non-Operator:

7.1      Sole Operator . Since June 4, 2009, Whiting has always been the sole operator of the Assets.

7.2      Transfer Requirements .

(a)      Except for Transfer Requirements set forth in Section 7.2(a) of the Disclosure Schedule, the execution, delivery and performance of this Agreement, the Ancillary Agreements, and any other agreement, instrument, or document executed or to be executed by such Seller in connection with the Transactions and the consummation of the Transactions by such Seller, does not and will not (i) require any other Transfer Requirement other than Customary Post-Closing Consents, (ii) create a Lien on any of the Assets or trigger an outstanding security interest in or right to buy any of the Assets that will remain in existence after Closing, (iii) violate, conflict with or result in the breach or termination of, or otherwise give any Person the right to terminate, or declare a default or event of default or an event which with notice, lapse of time or both, would constitute a default or event of default pursuant to any Assigned Contract, Assigned Permit, or Lien relating to any of the Assets, (iv) require any filing with respect to, or result in any acceleration of any agreement or instrument to which such Seller is a party (or subject to) and which affects the Assets and (v) except for the request under the HSR Act described in Section 9.10 , violate or be in conflict with any Law applicable to the Assets.

(b)      Except as set forth in Section 7.2(b) of the Disclosure Schedule, none of the Assets are subject to any Preferential Rights.

7.3      Compliance with Laws . To such Seller’s Knowledge, except as set forth in Section 7.3 of the Disclosure Schedule and excluding Environmental Laws and Environmental Permits, which are addressed in Section 7.9 and Taxes, which are addressed in Section 7.10 ,  Operator (and its Affiliates to the extent applicable) currently operates the Assets, and during the last two (2) years has operated and performed the obligations under the Assets, in compliance in all material respects with all applicable Laws and Permits material to the operation of the Assets, and  such Seller (and its Affiliates to the extent applicable) has not received within the last two (2) years any written notification from any Governmental Authority that such Seller is not in compliance with any applicable Laws material to the ownership, operation or use of the Assets or the performance of the Assigned Contracts, or that such Seller is under investigation with respect to any such Law related to the ownership, operation or use of the Assets or the performance of the Assigned Contracts.

7.4      Material Agreements .

(a)      Subject to Section 9.12 , Section 7.4(a) of the Disclosure Schedule sets forth a true, correct and complete list of all written Contracts to which either Seller or their Affiliates, if applicable, is a party or by which the Assets are bound that are material to the ownership, operation or use of the Assets or the performance of the Assigned Contracts (the “ Material Agreements ”) including the following:

(i)      all agreements involving actual or anticipated expenditures in excess of $100,000 in the aggregate in any twelve-month period;

(ii)      all agreements that require either Seller to purchase or sell a stated portion of the requirements or outputs of the Assets or that contain “take or pay” provisions;

(iii)      all agreements with any Affiliate of either Seller;

(iv)      all agreements related to the operation of the Facilities and the performance of services thereon including operating agreements and gathering and processing agreements;

(v)      all agreements to sell, lease, or otherwise dispose of any interest in any of the Assets;

(vi)      all agreements that limit or purport to limit the ability of Sellers to compete in any line of business or with any Person, in any geographic area or during any period of time with respect to the Assigned Contracts or the Facilities;

(vii)      all joint venture, partnership or similar agreements with respect to the Assets;

(viii)      all powers of attorney with respect to any of the Assets;

(ix)      all agreements that provide for the indemnification of any Person or the assumption of any Liability of any Person in connection with the ownership, operation, or use of the Assets; and

(x)      all Tax partnership agreements of or binding upon either Seller affecting any of the Assets.

(b)      Each Material Agreement is valid and binding on the applicable Seller or its Affiliates that is a party to the Material Agreement, if applicable, in accordance with its terms and is in full force and effect. Except as set forth in Section 7.4(b) of the Disclosure Schedule, neither such Seller nor its Affiliates that are parties to any Material Agreement or, to such Seller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Material Agreement. To such Seller’s Knowledge except as set forth in Section 7.4(b) of the Disclosure Schedule, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Agreement or result in a termination thereof or would cause or permit the acceleration or other changes of any material right or obligation or the loss of any material benefit thereunder. True, complete and correct copies of each Material Agreement (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer. Except as noted on Section 7.4(b) of the Disclosure Schedule, there are no material disputes pending or, to such Seller’s Knowledge, threatened under any agreement to be transferred as part of the Transactions.

(c)      To such Seller’s Knowledge, there are no oral Contracts to which such Seller or its Affiliates, if applicable, is a party or by which the Assets are bound that are material to the ownership, operation or use of the Assets or the performance of the Assigned Contracts.

7.5      Employee Matters . Operator represents and warrants as follows:

(a)      Operator is not a party to any collective bargaining agreement or other labor union Contract applicable to any Asset Workers (as defined below) and, to Operator’s Knowledge, there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit that would affect the operation of the Assets as currently conducted.

(b)      To Operator’s Knowledge, there are (1) no unfair labor practice charges, grievances or complaints pending or threatened with respect to the employment of any Asset Worker or the operation of the Assets and (1) no pending or threatened claims or legal proceedings by any Asset Worker.

(c)      Simultaneously with the execution of this Agreement, Operator has provided Buyer with a true, correct and complete list of all full-time, active employees of Operator (and each inactive employee of Operator that is reasonably likely to resume full-time, active work within thirty (30) days after the Closing Date) who have been made available by Operator to hire and whose job responsibilities relate to the ownership, operation or use of

the Assets (collectively, the “ Asset Workers ”), indicating for each, as of the date three (3) Business Days prior to the Execution Date, his or her (i) service date, (ii) position, (iii) status as being active or inactive, (iv) location of employment, (v) base annual salary or hourly wage, and (vi) exempt/non-exempt status.

(d)      Operator and each of its ERISA Affiliates has paid and discharged each of their respective Liabilities arising under ERISA, the Code or other applicable Law relating to the provision of benefits to their employees or former employees or the taxation thereof of a character which, if unpaid or unperformed, would reasonably be expected to result in the imposition of any Liability upon Buyer or in the imposition of a Lien against the Assets.

7.6      Real Property .

(a)      Schedule 2.2(b) sets forth a true, correct and complete legal description of the Owned Real Property. Except as set forth in Section 7.6(a) of the Disclosure Schedule, Sellers have not leased or otherwise granted to any Person the right to use or occupy the Owned Real Property or any portion thereof. Each Seller has, to its Knowledge, provided or made available to Buyer all material records in its possession of Owned Real Property (together with all buildings, improvements, structures and fixtures located thereon).

(b)      The Robinson Lake Plant is not located on any leased real property, and no leased real property is used in the operation of the Assets.

(c)      There are no condemnation or eminent domain proceedings pending or to such Seller’s Knowledge, threatened in writing against the Real Property or the Pipelines or Easements by any Governmental Authority. Except as set forth in Section 7.6(c) of the Disclosure Schedule, no written notice from any Governmental Authority has been received by such Seller that is currently in effect requiring any material work, repair, construction, alteration or installation on, or in connection with the Real Property, the Pipelines or the Easements.

(d)      To Operator’s Knowledge, the use and operation of the Assets as conducted at Closing are lawful uses under all applicable zoning and height regulations. To Operator’s Knowledge, there are no variances, special exceptions or other similar zoning conditions or agreements pertaining to the Real Property, Pipelines or Easements imposed or granted by, or entered into by Sellers with, or, to Operator’s Knowledge, enforceable by, any Governmental Authority.

(e)      To Operator’s Knowledge, the Real Property has access to a public street or road adjoining such Real Property, and such access is not dependent upon any land or other real property interest that is not included in such Real Property.

(f)      Since January 1, 2015, such Seller has not received any written notice of any pending special assessment or reassessment of any parcel included in the Real Property or the Easements that would result in a material increase in the Ad Valorem Taxes with respect to such parcel.

(g)      To such Seller’s Knowledge, there is no trespass by any Third Party or of any Third Parties with adverse possession on or of any of the Real Property or the Easements, and, except as disclosed in Section 7.6(g) of the Disclosure Schedule, neither the Robinson Lake Plant, the Pipelines, nor any other improvements or structures situated on the Real Property or the Easements encroach on any adjacent property not included in the Real Property or the Easements.

(h)      Section 7.6(h) of the Disclosure Schedule identifies and describes (and with respect to Non-Operator, to the Knowledge of Non-Operator, Section 7.6(h) of the Disclosure Schedule identifies and describes) in reasonable detail all major capital projects pending as of the Execution Date at or in respect of the Assets or the operations thereof.

7.7      Title to Personal Property; Condition .

(a)      Except as set forth in Section 7.7(a) of the Disclosure Schedule, such Seller has good and valid title to, has a valid, binding and enforceable leasehold interest in, or otherwise owns (together with the other Seller) the exclusive rights to possess, use, and obtain the benefits of, all of the tangible personal property included in the Assets (including the Pipelines, the Equipment and tangible personal property constituting part of the Robinson Lake Plant), or, in the case of leased items, has possession in such item pursuant to a valid and enforceable lease, in each case free and clear of all Liens other than Permitted Encumbrances. Such title or rights to such Assets will be transferred at the Effective Time to Buyer free and clear of all Liens, other than Permitted Encumbrances.

(b)      To such Seller’s Knowledge, the tangible personal property Assets (1) are in reasonable operating condition generally consistent with the respective ages and stages of useful life (repair cycle) of such property as would be maintained by a reasonably prudent operator of the Assets and (1) will be as of the Closing in substantially the same condition and repair, ordinary wear and tear excepted, as of the Execution Date.

7.8      Governmental Permits . Operator represents and warrants that, except as set forth in Section 7.8 of the Disclosure Schedule, (a) Sellers have all material Permits necessary or appropriate for the ownership, operation or use of the Assets or the performance of the Assigned Contracts as conducted and operated as of the Execution Date and for the prior year, (b) such Permits are in full force and effect and (c) Sellers have not received written notice of any violations in respect of any such Permits that remains uncured.

7.9      Environmental Matters . The representations and warranties contained in this Section 7.9 are the sole and exclusive representations and warranties of Sellers (as applicable) pertaining or relating to matters arising under or with respect to applicable Environmental Laws.

(a)      Operator represents and warrants that, except as set forth in Section 7.9(a) of the Disclosure Schedule, Operator has obtained and is in possession of all material Permits that are required by applicable Environmental Laws for the ownership, operation or use of the Assets or performance of the Assigned Contracts as conducted and operated as of the Execution Date and for the prior year (collectively, the “ Environmental Permits ”). Operator

represents and warrants that Section 7.9(a) of the Disclosure Schedule sets forth a true, correct and complete list of such Environmental Permits as of the Execution Date. To Operator’s Knowledge, except as set forth in Section 7.9(a) of the Disclosure Schedule, the ownership, operation and use of the Assets and the performance of the Assigned Contracts are and have been since January 1, 2015 in compliance in all material respects with the terms of all Environmental Permits, and there is no pending or threatened (in writing) Legal Action seeking the revocation, cancellation, suspension, modification or limitation of any Environmental Permit.

(b)      Operator represents and warrants that Section 7.9(b) of the Disclosure Schedule sets forth a list of all outstanding Orders issued pursuant to Environmental Laws related to the ownership, operation or use of the Assets or the performance of the Assigned Contracts (the “ Environmental Orders ”), and Operator has provided or made available to Buyer copies of all material submittals or communications with respect to the Environmental Orders.

(c)      Operator represents and warrants that Section 7.9(c) of the Disclosure Schedule contains a true, correct and complete list of all Remediation Activities that are ongoing at or with respect to the Assets.

(d)      Operator represents and warrants that Operator has made available to Buyer or Buyer has been provided with copies of, or an opportunity to review, (i) all environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, and other similar documents in each case prepared by a Third Party and in Sellers’ possession or control reflecting the environmental condition of the Assets or regarding unpermitted Releases on, at, from or under the Assets for which Remediation is ongoing or is reasonably likely to be required; and (ii) all material documents concerning any required or planned capital expenditures necessary to comply with Environmental Laws.

(e)      Except as set forth in Section 7.9(e) of the Disclosure Schedule, to such Seller’s Knowledge, the ownership, operation and use of the Assets and the performance of the Assigned Contracts are and since January 1, 2015 have been in compliance with all applicable Environmental Laws (including the Environmental Orders) in all material respects.

(f)      Operator represents and warrants that, except as set forth in Section 7.9(f) of the Disclosure Schedule, to Operator’s Knowledge, since January 1, 2015, there has been no Release of, or exposure to, any Hazardous Materials on, at, under or from the Facilities, the Transferred Inactive Pipelines, or in connection with the operation of the Assets, except in compliance in all material respects with applicable Environmental Laws or except to the extent completely remediated in accordance with applicable Law.

(g)      Except as set forth in Section 7.9(g) of the Disclosure Schedule, Sellers have not received any written Claim and there are no Legal Actions pending or, to such Seller’s Knowledge, threatened against Sellers in connection with the ownership, operation or use of the Assets or the performance of the Assigned Contracts arising out of or relating to (i) any

Remediation obligations, (ii) violations of any Environmental Law, or (iii) personal injury or property damage Claims relating to a Release or threatened Release.

(h)      None of the Sellers have assumed by Contract any Liabilities of a Third Party with respect to Environmental Laws related to the ownership, operation or use of the Assets or performance of the Assigned Contracts.

7.10      Taxes . All Tax Returns with respect to the Assets to report Taxes that, if unpaid by such Seller, will give rise to a Lien on the Assets or impose Liability on Buyer have been duly and timely filed, and all such Tax Returns are correct and complete in all material respects. All Taxes (whether or not shown on any Tax Return) required to be paid with respect to the Assets have been timely paid. Such Seller is not currently the subject of an audit, other examination, matter in controversy, proposed adjustment, refund litigation, or other proceeding with respect to Taxes applicable to the Assets, and, to such Seller’s Knowledge, no such proceeding has been threatened by any Taxing Authority. There are no Liens for unpaid Taxes upon the Assets other than Permitted Encumbrances, and no written claim for unpaid Taxes by any Taxing Authority has been received by any Seller that could give rise to any such Lien. None of the Assets includes any stock, partnership interests, limited liability company interests, legal, or beneficial interests or any other equity interests in or of any Person, and there is no joint venture, co-tenancy, contract, or other similar arrangement involving the Assets that such Seller has reported as a partnership for U.S. federal income tax purposes. Operator represents and warrants that none of the Assumed Liabilities includes: (i) an obligation to make a payment that is not deductible under Section 280G of the Code; (ii) except as set forth in Section 7.10 of the Disclosure Schedule, an obligation to make a payment to any Person under any Tax allocation agreement, Tax sharing agreement, Tax indemnity obligation, or similar written or unwritten agreement, arrangement, understanding, or practice with respect to Taxes (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which does not relate to Taxes); (iii) an obligation under any record retention, transfer pricing, closing, or other agreement or arrangement with any Taxing Authority that will impose any Liability on Buyer after the Closing; (iv) an obligation under any agreement, contract, arrangement, or plan to indemnify, gross-up, or otherwise compensate any Person, in whole or in part, for any excise Tax under Section 4999 of the Code that is imposed on such Person or any other Person; or (v) an obligation to pay the Taxes of any Person as a transferee or successor, by contract or otherwise, including an obligation under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Law, but excluding an obligation under commercial agreements entered into in the ordinary course of business the primary purpose of which does not relate to Taxes). Operator represents and warrants that no special arrangements or agreements exist with any Taxing Authority with respect to the amount of the Taxes on, or the assessed valuation of, any of the Assets.

7.11      Legal Actions . Except as set forth in Section 7.11 of the Disclosure Schedule, there are no Legal Actions pending or, to such Seller’s Knowledge, threatened (a) relating to the ownership, operation or use of the Assets or the performance of the Assigned Contracts (excluding any Legal Actions relating to any alleged violations of any Environmental Law), or (b) seeking to modify, suspend, revoke, withdraw, terminate or otherwise limit any Assigned Permit or Assigned Contract used or held by Sellers or their Affiliates in connection with the ownership, operation or use of the Assets or the performance of the Assigned Contracts. There are no (and with respect to Non-Operator, to Non-Operator’s Knowledge there are no) Orders outstanding against such Seller

or its Affiliates with respect to the ownership, operation or use of the Assets or the performance of the Assigned Contracts.

7.12      Storage Tanks . Operator represents and warrants that Section 7.12 of the Disclosure Schedule sets forth a true, correct and complete list of all above ground tanks that are owned, leased or used or held for use in the operation of the Facilities that have a capacity of greater than one hundred (100) bbls and for each such tank lists its (a) location, (b) size (shell capacity), (c) whether such tank is active or idle, (d) the type of product(s) such tank contains, (e) the type of tank (i.e., fixed roof, internal floating roof, external floating roof, bullet, or dome), and (f) date of last API internal inspection, if applicable.

ARTICLE 8
BUYER’S REPRESENTATIONS AND WARRANTIES

Buyer makes the following representations and warranties to Sellers as of the Execution Date and as of the Closing Date:

8.1      Corporate Representations .

(a)      Buyer is a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Delaware and is duly qualified to carry on its business in the State of North Dakota.

(b)      Buyer has all requisite power and authority to own the Assets at Closing, to carry on its business as presently conducted. Buyer has all requisite power and authority to execute, deliver, and perform this Agreement, the Ancillary Agreements, and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the Transactions to which it is a party and to consummate the Transactions. The execution, delivery, and performance by Buyer of this Agreement, the Ancillary Agreements, and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the Transactions to which it is a party, and the consummation by it of the Transactions and thereby, have been duly authorized by all necessary limited liability company action of Buyer.

(c)      Except for Customary Post-Closing Consents, the execution, delivery and performance of this Agreement, the Ancillary Agreements, and any other agreement, instrument, or document executed or to be executed by Buyer in connection with the Transactions will not (1) conflict with, or result in a breach of any provision of, Buyer’s certificate of formation or operating agreement or similar governing or organizational documents, (2) violate, or be in conflict with, any provision of any agreement or instrument to which Buyer is a party, and (3) except for the request under the HSR Act described in Section 9.10 , violate or be in conflict with any Order applicable to Buyer as a party in interest or any Law applicable to Buyer, in each case, except for any matters as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the Transactions and perform its obligations under this

Agreement, the Ancillary Agreements, and any other agreement, instrument, or document executed or to be executed in connection with the Transactions.

8.2      Authorization and Enforceability . The execution, delivery and performance of this Agreement, the Ancillary Agreements, and any other agreement, instrument, or document executed or to be executed by Buyer in connection with the Transactions and the Transactions have been duly and validly authorized by all requisite action on behalf of Buyer. This Agreement, the Ancillary Agreements, and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the Transactions to which it is a party constitutes, or when executed and delivered will constitute, Buyer’s legal, valid and binding obligation, enforceable in accordance with their respective terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws for the protection of creditors and equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

8.3      Liability for Brokers’ Fees . Buyer has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees relating to the Transactions for which Sellers shall have any responsibility whatsoever.

8.4      Legal Actions . There are no Legal Actions pending or, to Buyer’s Knowledge, threatened against it that will impede or are likely to impede Buyer’s ability to consummate the Transactions and to assume the liabilities to be assumed by Buyer under this Agreement, including the Assumed Liabilities.

8.5      Financial Resources . Buyer has or will have as of the Closing Date the financial resources available to close the Transactions.

8.6      Buyer’s Evaluation .

(a)      Independent Evaluation . In entering into this Agreement, Buyer acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement and the Exhibits and Schedules to this Agreement, the Transaction Certificates and the Conveyances and upon its independent analysis, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax or other consequences of the Transactions including its own estimate and appraisal of the value of the Assets and future operation, maintenance and development costs associated with the Assets. Except as expressly provided in this Agreement, the Transaction Certificates or the Conveyances, Sellers shall not have any liability to Buyer or its Affiliates, agents, representatives or employees resulting from any use, authorized or unauthorized, of the Records or other information relating to the Assets provided by or on behalf of Operator.

(b)      DISCLAIMER . EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE TRANSACTION CERTIFICATES AND THE CONVEYANCES, THE ASSETS ARE TO BE SOLD AND ACCEPTED BY BUYER AT CLOSING “AS IS, WHERE IS AND WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR AND SELLERS MAKE NO OTHER WARRANTY OR

REPRESENTATION OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN FACT OR BY LAW, INCLUDING WITH RESPECT TO THE ORIGIN, QUALITY, CONDITION OR SAFETY OF ANY EQUIPMENT, PERSONAL PROPERTY, FIXTURES OR OTHER ITEMS OF MOVABLE PROPERTY COMPRISING ANY PART OF THE ASSETS, TITLE TO PERSONAL OR MIXED PROPERTY, TITLE TO REAL PROPERTY, COMPLIANCE WITH GOVERNMENTAL REGULATIONS OR LAWS, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSES, ANY WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, ANY RIGHTS OF BUYER UNDER APPLICABLE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION AND ANY CLAIM BY BUYER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE TRANSACTION CERTIFICATES AND THE CONVEYANCES, ALL PERSONAL OR MIXED PROPERTY, DATA, RECORDS, MACHINERY, EQUIPMENT AND FACILITIES COMPRISING THE ASSETS OR SITUATED THEREON OR APPURTENANT THERETO, ARE TO BE CONVEYED BY SELLERS AND ACCEPTED BY BUYER PRECISELY AND ONLY “AS IS, WHERE IS” AND WITHOUT RECOURSE AGAINST SELLERS. BUYER SHALL HAVE INSPECTED OR WAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT THE PERSONAL PROPERTY, EQUIPMENT, FIXTURES AND ITEMS OF MOVABLE PROPERTY FOR ALL PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL CONDITION EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE TRANSACTION CERTIFICATES.

(c)      Nature of Sellers’ Obligations . Buyer acknowledges and agrees that (i) the representations and warranties of each Seller in Article 6 and Article 7 , and the covenants and obligations of each Seller in this Agreement are several, and not joint, representations and warranties, covenants and obligations of the each Seller, and (ii) neither Seller is underwriting the other Seller or otherwise bearing any risk that Buyer may fail to collect the full amount due to it from the other Seller under this Agreement.

ARTICLE 9
PRE-CLOSING COVENANTS AND AGREEMENTS

Sellers or Operator, on the one hand, and Buyer on the other hand, covenant and agree with such other Party or Parties, as follows:

9.1      Operations Prior to Closing . During the Interim Period, Operator will operate and perform any obligations in connection with the Assets in the ordinary course of business and consistent with past practices. During the Interim Period, and subject to adjustment as provided in Section 3.3 , Operator shall pay or cause to be paid all costs incurred in connection with the ownership, operation or use of the Assets in compliance with this Section 9.1 and Section 9.2 . Without limiting the generality of the preceding, during the Interim Period Operator shall use commercially reasonable efforts to (a) maintain the material tangible Assets in their normal operating condition consistent with past practices or, if necessary, consistent with past practices, repair or replace the material tangible Assets with parts and materials of similar grade, quality and condition or as is otherwise required in accordance with applicable Laws or in accordance with Operator’s capital