The contracting parties the administrator the secretary of state for trade and industry

(3)Saving Provision

Save as expressly set out in this Master Deed, the provisions of all Petroleum Agreements (including any rights therein in relation to any withholding or refusing of consents to transfers of interests or assignments of rights and obligations and any rights of pre-emption set out in any Existing Operating Agreement) shall remain in force and effect in accordance with their terms.

4.Secretary of State

(1)The Secretary of State hereby approves and consents to the terms of this Master Deed, the matters contemplated under this Master Deed and the implementation of this Master Deed over time.

(2)The Secretary of State hereby indicates that, to the extent that it is appropriate for the Secretary of State to do so, the Secretary of State will use best endeavours to secure that:

(a)the New Pre emption Arrangements shall become applicable to any new Operating Agreement in respect of which the Secretary of State is satisfied that such new Operating Agreement is to include rights and obligations in relation to the acquisition by one or more of the Licensees from another Licensee of all or part of an interest under such new Operating Agreement in circumstances of (and with precedence over) an intended transfer of such interest; and

(b)all and any Persons not being Contracting Parties to this Master Deed who become party to or subject to any Licence or other similar grant pursuant to the Acts or to any Operating Agreement shall become Contracting Parties to this Master Deed save that the Secretary of State need take no action under this Clause 4(2) as regards Persons becoming party to or subject to any Operating Agreement unless he is aware of the identity of such Persons.

5.Appointment and Delegation

(1)Each of the Contracting Parties hereby appoints and authorises the Administrator as its attorney on its behalf and in its name to execute and deliver each Execution Document which has been approved by such Contracting Party; and

(a)execution and delivery of any Execution Document by the Administrator shall be conclusive evidence of:

(i)the giving of all necessary approval and conferring of all necessary authority on the Administrator by such Contracting Party; and

(ii)the proper execution and delivery of such Execution Document by the Administrator

and may not be questioned, in the absence of fraud, by any other Contracting Party but without prejudice to any liability in relation to Wilful Misconduct or fraud or in relation to any transfer which does not comply in all material respects with the provisions of this Master Deed (including without prejudice to the generality of the foregoing the provisions of Schedule 2) and provided that in cases of its Wilful Misconduct or fraud or in relation to any transfer which does not comply in all material respects with the provisions of this Master Deed (including without prejudice to the generality of the foregoing the provisions of Schedule 2) it is agreed that the Disposing Participant shall retain all liabilities and obligations in respect of the interest being transferred; and

(b)the execution and delivery of any Execution Document by the Administrator shall not confer any rights or impose any liabilities on the Administrator arising under or with respect to any such document or any document to which it relates.

(2)The Administrator shall be entitled to discharge any of its obligations and/or duties under this Master Deed by procuring that such obligations or duties are performed on its behalf by another Person (the “Service Provider”) and the Administrator shall provide each of the Contracting Parties with notice thereof and shall remain liable and responsible to the Contracting Parties for the due performance of such obligations and duties and for the failure or non-performance of the Service Provider as if the Administrator itself had failed to fulfil those obligations or duties but it is hereby declared that the power granted to the Administrator by each of the Contracting Parties pursuant to clause 5(1) may only be exercised by the affixing of its seal in accordance with its Articles of Association.

(3)Each of the Contracting Parties agrees that in respect of Execution Documents, the Disposing Participant shall pay to the Administrator, or the Service Provider such reasonable fees as may be required from time to time by the Administrator in respect of the observance and performance of its obligations and duties under this Master Deed.

(4)E

ach of the Contracting Parties agrees that the Administrator (and, as the case may be, the Service Provider) shall have no liability in respect of any performance, mis-performance or non-performance of the Administrator’s functions as attorney or obligations under this Master Deed (save in circumstances of Wilful Misconduct on the part of the Administrator or, as the case may be, the Service Provider) and each Contracting Party shall (save in such circumstances of Wilful Misconduct) defend, indemnify and hold harmless the Administrator or, as the case may be, the Service Provider from and against any and all claims, fines, proceedings, injuries, costs (including legal costs), losses, damages or expenses incurred by that Contracting Party arising from, out of, or relating to any such performance, mis-performance or non-performance.

(5)Each of the Contracting Parties and the Secretary of State acknowledges that all such acts done and Execution Documents executed, entered into or otherwise given effect to by the Administrator in accordance with the provisions of this Master Deed shall be valid and binding on the Contracting Parties and, to the extent previously consented to by him, the Secretary of State.

(6)The Administrator hereby accepts such appointment upon and subject to the terms of this Master Deed.

6.Further Assurance