Construction Management Agreement

Exhibit 10.1 Execution Version CONSTRUCTION MANAGEMENT AGREEMENT by and between OXY USA INC. and SANDRIDGE EXPLORATION AND PRODUCTION, LLC Dated June 29, 2008


TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; INTERPRETATION 1 1.1 Definitions 1 1.2 General Interpretative Principles 7 ARTICLE II SERVICES; CONSTRUCTION MANAGER' S OBLIGATIONS; COORDINATED ACTIVITIES 8 2.1 Services 8 2.2 Design Plans; Intellectual Property 8 2.3 Standards of Performance 10 2.4 Control of Work 10 2.5 Subcontracts 11 2.6 Permits 11 2.7 Progress Reporting 12 2.8 Title and Risk of Loss 12 2.9 Insurance 13 2.10 Commissioning, Startup, Testing, and Operating Manuals 14 2.11 Owner Personnel 14 2.12 UOP Guaranty; UOP Agreements and Ortloff Agreements 15 2.13 Intellectual Property Due Diligence 15 2.14 Site Security 15 2.15 Electricity 16 2.16 Water 16 2.17 Easements 16 2.18 Taxes 16 2.19 Coordinated Activities 17 ARTICLE III CRITICAL PATH MILESTONES 17 3.1 Critical Path Milestones 17 3.2 Milestone Delays 17 ARTICLE IV OWNER' S OBLIGATIONS AND RIGHTS 19 4.1 Payment 19 4.2 Review of Progress Reports 19 4.3 Permits 19 4.4 Insurance 20 4.5 Inspection 20 4.6 Provision of Personnel by Owner 20 4.7 Operations Team 21 4.8 Access; Water 21

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Page 4.9 Spares 21 4.10 Safety and Security Procedures 21 4.11 Coordinated Activities 21 ARTICLE V SUBSTANTIAL COMPLETION; TRANSFER OF POSSESSION AND CONTROL 21 5.1 Substantial Completion 21 5.2 Transfer of Possession and Control to Owner 23 5.3 Overall Century Plant Project Tests 24 5.4 Post-Substantial Completion Obligations 24 5.5 Coordination of Operation and Construction Activities 25 ARTICLE VI PERFORMANCE GUARANTEES 25 6.1 Performance Guarantees 25 6.2 Exclusive Remedy 25 ARTICLE VII WARRANTY 26 7.1 Construction Manager Warranty 26 7.2 Exclusions 27 ARTICLE VIII PAYMENT; INVOICES 27 8.1 Contract Price 27 8.2 Payments and Advance of Funds 27 8.3 Late Payments 29 ARTICLE IX CHANGE ORDERS 29 9.1 Change Orders 29 9.2 Change Order Costs 30 9.3 Changes for Force Majeure, Change of Law or Owner' s Failure to Perform 31 9.4 Audit 31 ARTICLE X TERMINATION 32 10.1 Termination by Owner 32 10.2 Termination by Construction Manager 32 10.3 Termination for Prolonged Force Majeure 33 10.4 Consequences of Termination 33 10.5 Other Construction Manager Obligations 35 10.6 Reimbursement of Certain Costs 35 10.7 Exclusive Grounds for Termination 36

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Page ARTICLE XI FORCE MAJEURE 36 11.1 Force Majeure 36 11.2 Strikes and Lockouts 37 11.3 Costs 37 ARTICLE XII INDEMNIFICATION; LIMITATION ON LIABILITY 38 12.1 Indemnification and Waiver by the Construction Manager 38 12.2 Indemnification and Waiver by the Owner 38 12.3 Indemnification Procedures 39 12.4 Limitation of Liability 41 12.5 Waiver of Consequential Damages 41 ARTICLE XIII REPRESENTATIONS AND WARRANTIES 41 13.1 Representations by the Owner 41 13.2 Representations by the Construction Manager 42 ARTICLE XIV GENERAL PROVISIONS 43 14.1 Order of Precedence 43 14.2 No Third Party Beneficiaries 43 14.3 Confidentiality 43 14.4 Governing Law 44 14.5 Disputes; Jurisdiction 44 14.6 Effect of Waiver 45 14.7 Assignment 45 14.8 Counterparts 45 14.9 Entire Agreement 45 14.10 Amendments 45 14.11 Severability 45 14.12 Notices 46 14.13 Authorized Representatives 47 14.14 Public Announcements 47 14.15 Offset 47

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List of Exhibits Exhibit A Description of Gas Treating PlantExhibit B Description of PipelinesExhibit C Target Milestones and Critical Path MilestonesExhibit D PSSR StandardExhibit E Century Plant Project SpecificationsExhibit F Existing SubcontractsExhibit G Form of Progress ReportExhibit H Construction Manager' s Insurance RequirementsExhibit I Owner' s Insurance RequirementsExhibit J Overall Planned Progress CurveExhibit K Form of Application for Payment

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CONSTRUCTION MANAGEMENT AGREEMENT THIS CONSTRUCTION MANAGEMENT AGREEMENT is made and entered into as of June 29, 2008 (the " Effective Date" ), by and between OXY USA Inc., a Delaware corporation (" Owner" ), and SandRidge Exploration and Production, LLC, a Delaware limited liability company (the " Construction Manager" ). Owner and Construction Manager are sometimes referred to collectively as the " Parties" and individually as a " Party" . RECITALS WHEREAS , Owner intends to construct and own a gas treating plant and associated pipelines in the vicinity of the Pif1on gas field in Pecos County, Texas; WHEREAS , Owner and Construction Manager are simultaneously entering into a Gas Treating and CO 2 Delivery Agreement pursuant to which Owner will agree to process the Construction Manager' s gas through the Gas Treating Plant (as defined below) on the terms set forth therein; WHEREAS , in connection with the construction of the Gas Treating Plant and the Pipelines (as defined below), the Owner desires for the Construction Manager to provide the Services (as defined below) pursuant to the terms and conditions of this Agreement (as defined below); and WHEREAS , in consideration of Owner entering into the Gas Treating and CO 2 Delivery Agreement, the Construction Manager is willing to provide the Services pursuant to the terms and conditions of this Agreement. NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I
DEFINITIONS; INTERPRETATION 1.1 Definitions . In addition to any terms or expressions defined elsewhere in this Agreement, the terms or expressions set forth below shall have the following meanings in this Agreement. " Actual Measured Progress" has the meaning set forth in Section 8.2(b) . " Actual Measured Progress for Previous Month" has the meaning set forth in Section 8.2(c) . " Additional Cure Period" has the meaning set forth in Section 10.4(c)(ii) . " Affiliate" means, in relation to any Person, any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person. For


purposes of this definition, " control" (including " 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 the ownership of voting securities, by contract or otherwise. " Agreement" means this Construction Management Agreement, including all Exhibits attached hereto, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof. " Agreement Confidential Information" has the meaning set forth in Section 14.3 . " Applicable Laws" means all federal, state or local laws (including securities laws), ordinances, judgments, acts, statutes, decrees, injunctions, writs, orders, rules, regulations, permits or interpretations (other than any interpretation which by its terms is not binding) of any Governmental Authority with jurisdiction over the subject matter, as in effect from time to time, pertaining to the performance of the Services. " Applicable Permits" means all waivers, franchises, exemptions, variances, permits (including any environmental permits), clearances, registrations, authorizations, consents, decrees, approvals, licenses, filings, privileges, exemptions from, rulings, certifications, or orders from or required to be obtained or maintained by any Governmental Authority in connection with the performance of the Services. " Application for Payment" has the meaning set forth in Section 8.2(c) . " Authorized Representative" means, with respect to each Party, the individual appointed by such Party pursuant to Section 14.13 to act on such Party' s behalf with respect to that Party' s duties and responsibilities under this Agreement. " Base Contract Price" has the meaning set forth in Section 8.1(a) . " Billing Month" has the meaning set forth in Section 8.2(c) . " Business Day" means a calendar day other than Saturday, Sunday or a legal or bank holiday in the State of Texas. " Century Plant Project" means, collectively, the Gas Treating Plant and the Pipelines, as more fully described in Exhibit A and Exhibit B , respectively (as each such Exhibit may be amended pursuant to Section 2.2 ). " Change" has the meaning set forth in Section 9.1(a) . " Change of Law" means a change in, the enactment, promulgation, issuance or entry of, any Applicable Law by a Governmental Authority which occurs subsequent to the Effective Date. " Change Order" has the meaning set forth in Section 9.1(a) .

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" Change Order Request" has the meaning set forth in Section 9.1(b) . " Claims" means any claim, cause of action, demand, proceeding or lawsuit and all costs, expenses, disbursements, losses, fines, penalties and damages incurred in connection therewith, including reasonable and documented attorneys' fees, accountant fees, expert fees, consultant fees, disbursements, court costs and interest. " Construction Manager" has the meaning set forth in the introductory paragraph. " Construction Manager Related Parties" has the meaning set forth in Section 12.2(a) . " CO 2 Fractionation Unit" means the portion of Train 1 required to be completed to enable Train 1 to operate the CO 2 fractionation process. " Contract Price" has the meaning set forth in Section 8.1(b) . " Critical Path Delay Meeting" has the meaning set forth in Section 3.2(b) . " Critical Path Milestones" means the " Critical Path Milestones" set forth in Exhibit C . " Delay Notice" has the meaning set forth in Section 3.2(a) . " Design Plan Review Period" has the meaning set forth in Section 2.2(a) . " Design Plans" has the meaning set forth in Section 2.2(a) . " Dollars" or " $" means the lawful currency of the United States of America. " Effective Date" has the meaning set forth in the introductory paragraph. " Equipment" means all of the individual items which form part of the permanent or temporary systems of the Century Plant Project, including vessels, pumps, motors, instruments, cables, junction boxes, pipelines, water wells and valves. " Estimated Change Order Costs" has the meaning set forth in Section 9.1(c) . " Estimated Measured Progress for Billing Month" has the meaning set forth in Section 8.2(c) . " Estimated Measured Progress for Previous Month" has the meaning set forth in Section 8.2(c) . " Excused Delay" has the meaning set forth in Section 3.2(a) . " Executive Officer" means, with respect to the Owner, any officer of Occidental Petroleum Corporation with the title of vice president or any title senior to vice president, and with respect to the Construction Manager, any officer of SandRidge Energy, Inc. with the title of executive vice president or any title senior to executive vice president.

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" Force Majeure" has the meaning set forth in Section 11.1(b) . " Gas Treating and CO 2 Delivery Agreement" means that certain Gas Treating and CO 2 Delivery Agreement, dated as of the Effective Date, between the Owner and the Construction Manager. " Gas Treating Plant" means the gas treating plant and all facilities, systems and ancillary equipment relating thereto, including both Trains (as further described in Exhibit A ) to be located on the Site, and to be fully designed, engineered, procured, permitted, fabricated and constructed as provided in this Agreement. " Good Industry Practice" means those prudent and good practices, methods, techniques, standards, codes, specifications and acts generally followed or used by professional design, engineering or construction managers, as applicable, in the oil and gas industry in the United States of America regularly involved in projects similar to the construction of the Century Plant Project which, in the exercise of prudent judgment, in light of the facts known at the time a decision was made, would have been expected to accomplish the desired result in a manner consistent with Applicable Laws and Applicable Permits. " Good Industry Practice" is not intended to be limited to the optimum practices, methods, techniques, standards, codes, specifications and acts to the exclusion of all others, but rather to be acceptable practices, methods, techniques, standards, codes, specifications and acts generally followed or used by professional design, engineering or construction managers, as applicable, in the oil and gas industry in the United States of America regularly involved in projects similar to the construction of the Century Plant Project, having due regard for, among other things, the requirements of Applicable Laws and Applicable Permits. " Governmental Authority" means any federal, state, county, city, municipal, regional or local authorities, departments, bodies, boards, bureaus, instrumentalities, commissions, branches, agencies, courts, tribunals, judicial authorities, legislative bodies, administrative bodies, regulatory bodies, autonomous or quasi-autonomous entities or taxing authorities or any political subdivision of any thereof and any Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any of the foregoing entities, having jurisdiction over the Persons or matters in question. " Grey Ranch CO 2 Pipeline" means the pipeline originating at the Grey Ranch Plant located in Pecos County, Texas and ending at the Mitchell Interconnect located in Pecos County, Texas, which shall be sized to accommodate all of the CO 2 output of the both the Grey Ranch Plant (as defined in the Gas Treating and CO 2 Delivery Agreement) and the Pikes Peak Plant (as defined in the Gas Treating and CO 2 Delivery Agreement) (both operating at full capacity) as well as 40 MMSCFD of CO 2 from the Terrell Plant (as defined in the Gas Treating and CO 2 Delivery Agreement), and all facilities and ancillary equipment relating to such pipeline (as further described in Exhibit B (as Exhibit B may be amended pursuant to Section 2.2 )) to be fully designed, engineered, procured, permitted, fabricated and constructed by or on behalf of the Construction Manager as provided in this Agreement. " Indemnifying Person" has the meaning set forth in Section 12.3(a) .

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" Indemnified Person" has the meaning set forth in Section 12.3(a) . " Indemnification Claim Notice" has the meaning set forth in Section 12.3(b) . " Intellectual Property" means the following statutory and common law rights, if applicable: (a) all trademarks, service marks, trade names, domain names, registrations and applications for registrations for the foregoing (" Trademarks" ), (b) patents, pending patent applications, and patents subsequently issuing from patent applications, (c) copyrights and registrations and applications for registrations thereof, (d) trade secrets and confidential information, and (e) all other similar intellectual property rights of any kind. " Labor Difficulties" shall mean strikes and other forms of organized actions by labor or other personnel to stop or significantly reduce or slow down work or production or to withdraw or withhold labor or services. " Late Payment Rate" means, as of any date, the lesser of: (a) the prime rate of interest as published in The Wall Street Journal plus 2%, or (b) the maximum interest rate permitted by Applicable Law. " Lien" means any mortgage, charge, lien, claim, security interest or other encumbrance arising out of or in connection with the Construction Manager' s or any of its Subcontractors' performance of the Services. " McCamey CO 2 Pipeline" means the 24-inch diameter pipeline originating at the Gas Treating Plant and ending at the McCamey Pump Station located in McCamey, Texas and all facilities and ancillary equipment relating to such pipeline (as further described in Exhibit B (as Exhibit B may be amended pursuant to Section 2.2 )) to be fully designed, engineered, procured, permitted, fabricated and constructed by or on behalf of the Construction Manager as provided in this Agreement. " MMSCFD" means 1,000,000 Standard Cubic Feet per day. " Ortloff" means Ortloff Engineers, Ltd., a Texas limited partnership. " Ortloff Agreements" means, collectively, the Process/Recovery License Technology Agreement, dated May 14, 2008, between SandRidge Energy, Inc. and Ortloff (as amended May 19, 2008), and the Process/Recovery License Technology Agreement to be entered into by Construction Manager (or its Affiliate) pursuant to Section 2.12(b) with respect to Train 2. " Ortloff Performance Tests" means the performance test referred to in Section 4 of each Ortloff Agreement. " Overall Planned Progress Curve" has the meaning set forth in Section 8.2(a) . " Owner" has the meaning set forth in the introductory paragraph. " Owner Related Parties" has the meaning set forth in Section 12.1(a) .

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" Party" or " Parties" has the meaning set forth in the introductory paragraph. " Performance Guarantees" means, collectively, the " Performance Guarantee(s)" set forth in Section 1.0 of Attachment II of each UOP Guarantee Agreement and the " Process Performance Guarantees" set forth in Section 4 of each Ortloff Agreement. " Performance LDs" has the meaning set forth in Section 6.2 . " Performance Tests" means, collectively, (a) the Ortloff Performance Tests and (b) the UOP Performance Tests. " Person" means any individual, partnership, corporation, limited liability company, association, joint stock company, joint venture, business trust, Governmental Authority or other legal entity. " Pipeline Easements" means, with respect to any Pipeline, the easements or rights-of-way associated with such Pipeline. " Pipelines" means the Grey Ranch CO 2 Pipeline and the McCamey CO 2 Pipeline. " Progress Payment" has the meaning set forth in Section 8.2(e) . " Project Confidential Information" has the meaning set forth in Section 14.3 . " PSSR Standard" means the Owner' s operational risk management standards attached as Exhibit D . " Seconded Manager" shall have the meaning set forth in Section 4.6(a) . " Selexol Unit" means the portion of Train 1 required to be completed to enable Train 1 to operate the process for removing impurities (such as carbon dioxide or hydrogen sulfide) from feed gas using a solvent comprising a dimethyl ether of polyethylene glycol in an " off design" mode. " Services" has the meaning set forth in Section 2.1 . " Shared Equipment" means any Equipment that does not form a part of a Unit, Train or Pipeline and is used in connection with the operation of one or more Units, Trains or Pipelines. " Site" has the meaning set forth in Section 2.19(a) . " Sole Expert" has the meaning set forth in Section 14.5(b)(iii) . " Spares" has the meaning set forth in Section 2.10(c) . " Subcontract" has the meaning set forth in Section 2.5 . " Subcontractor" has the meaning set forth in Section 2.5 .

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" Substantial Completion" has the meaning set forth in Section 5.1(j) . " Substantial Completion Certificate" has the meaning set forth in Section 5.1(n) . " Target Milestones" means the " Target Milestones" set forth in Exhibit C . " Taxes" mean any and all taxes, levies or other like assessments, including but not limited to income tax, franchise tax , profits tax, windfall profits tax, surtax, gross receipts tax, capital gains tax, remittance tax, withholding tax, sales tax, use tax, value added tax, goods and services tax, presumptive tax, net worth tax, special contribution, production tax, pipeline transportation tax, severance tax, excise tax, ad valorem tax, property tax (real, personal or intangible), inventory tax, transfer tax, premium tax, environmental tax (including taxes under Section 59A of the Internal Revenue Code), customs duty, stamp tax or duty, capital stock tax, franchise tax, margin tax, occupation tax, payroll tax, employment tax, social security tax, unemployment tax, disability tax, alternative or add-on minimum tax, estimated tax, and any similar tax or assessment imposed by any Governmental Authority or other taxing authority, together with any interest, fine or penalty, or addition thereto, whether disputed or not. " Termination Costs" has the meaning set forth in Section 10.4(c)(i) . " Third Person Claim" has the meaning set forth in Section 12.3(b) . " Trademarks" has the meaning set forth in the definition of " Intellectual Property" . " Train 1" has the meaning set forth in Exhibit A (as Exhibit A may be amended pursuant to Section 2.2 ). " Train 2" has the meaning set forth in Exhibit A (as Exhibit A may be amended pursuant to Section 2.2 ). " Trains" means Train 1 and Train 2. " Unit" means either the Selexol Unit or the CO 2 Fractionation Unit, as applicable, and " Units" means, collectively, the Selexol Unit and the CO 2 Fractionation Unit. " UOP" means UOP LLC, a Delaware limited liability company. " UOP Guarantee Agreements" means, collectively, the Guarantee Agreement, dated April 24, 2008, between UOP and SandRidge Energy, Inc., and the Guarantee Agreement to be entered into by Construction Manager (or its Affiliate) pursuant to Section 2.12(b) with respect to Train 2. " UOP Performance Tests" means the " Product Test" as such term is defined in each UOP Guarantee Agreement. 1.2 General Interpretative Principles . For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

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(a) The use of the singular form includes the plural, and the use of the plural form includes the singular. (b) The use of any gender herein shall be deemed to include the other gender. (c) The captions and headings used in this Agreement are inserted for convenience only and do not constitute part of this Agreement and are in no way intended to describe, interpret, define or limit the scope or content of this Agreement or any provision of this Agreement. (d) The term " include" or " including" and similar phrases shall mean including without limitation. (e) References to " Articles" and " Sections" refer to Articles and Sections of this Agreement. (f) Each reference to an " Article" of this Agreement shall include all Sections of such Article. Similarly, each reference to a " Section" shall include all subsections of such Section. (g) There terms " hereof" , " herein" , " hereto" and similar words refer to this entire Agreement and not any particular Article, Section, Exhibit or any other subdivision of this Agreement. (h) References to " this Agreement" (including any Exhibit hereto) or any other agreement or documents shall be construed as a reference to such agreement or document as the same may be amended, modified, supplemented or restated and shall include a reference to any agreement or document which amends, modifies, supplements or restates, or is entered into, made or given pursuant to or in accordance with its terms. (i) Reference to any Person shall be construed as a reference to such Person' s successors and permitted assigns. ARTICLE II
SERVICES; CONSTRUCTION MANAGER' S OBLIGATIONS; COORDINATED ACTIVITIES 2.1 Services . The Construction Manager shall perform or cause to be performed, and shall manage the coordination of, all work and services required for the design, engineering, procurement, construction, commissioning, startup and testing of the Century Plant Project (collectively, the " Services" ). 2.2 Design Plans; Intellectual Property . (a) Exhibit A and Exhibit B attached hereto set forth the current design plans for the Century Plant Project, which plans are still under development and formulation by the Construction Manager. Commencing on the Effective Date, the Construction Manager shall, in consultation with Owner in accordance with this Section 2.2(a) , revise and update Exhibit A and Exhibit B to set forth the final design plans for the Century Plant Project, including the final

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technical specifications and construction drawings for the Century Plant Project; provided that the design specifications set forth in Appendix 1 of Exhibit A may not be revised or updated without the Owner' s written consent. During the period of time commencing on the Effective Date and ending on the date the Construction Manager notifies the Owner in writing that the Construction Manager and Owner have completed the hazardous operations review with respect to the design of the Century Plant Project (the " Design Plan Review Period" ), the Owner shall have the right to consult with the Construction Manager in preparing the design plans for the Century Plant Project and to provide comments to, and suggestions in respect of, such design plans. During the Design Plan Review Period, the Parties shall determine whether the Gas Treating Plant will be air cooled or water cooled in accordance with Section 2.19(b) . If the Construction Manager believes any comments or suggestions made by the Owner in respect of Exhibit A or Exhibit B during the Design Plan Review Period are likely to increase the Construction Manager' s cost of performing the Services and/or delay the achievement of any Target Milestone or Critical Path Milestone, then the Parties shall mutually agree how such increased costs shall be allocated between the Parties and/or the number of days to extend any Target Milestone or Critical Path Milestone; provided that the Construction Manager shall bear any increased costs caused by, and no Target Milestone or Critical Path Milestone shall be extended for, comments or suggestions related to changes that are necessary for the Construction Manager to comply with its obligations under Section 2.3 . Any dispute arising during the Design Plan Review Period, including regarding (i) the completion of the hazardous operations review, (ii) the determination of whether the Gas Treating Plant will be air cooled or water cooled, and (iii) the allocation of increased costs or the extension of any Target Milestone or Critical Path Milestone, shall be resolved pursuant to Section 14.5(b) . The drafts of Exhibit A and Exhibit B agreed upon by the Parties following the end of the Design Plan Review Period shall be the design plans for the Century Plant Project (the " Design Plans" ). (b) After the Design Plan Review Period, the Owner shall have the right to consult with the Construction Manager regarding the Services, and the Owner may request changes to the Design Plans at any time, subject to the Construction Manager obtaining schedule relief and price relief to the extent required in accordance with Section 3.2 or Article IX , as applicable. After the Design Plan Review Period, the Construction Manager may revise the Design Plans at any time, and from time to time, upon notice to the Owner; provided that (i) the Construction Manager may not revise the design specifications set forth in Appendix 1 of Exhibit A without the Owner' s written consent, (ii) the Construction Manager may not revise any part of the Design Plans that were implemented based on comments or suggestions provided to the Construction Manager during the Design Plan Review Period or pursuant to any Change Order issued by the Owner, except to the extent the Construction Manager determines that any such revisions are necessary for it to comply with its obligations under Section 2.3 and the Owner reasonably agrees with such determination, and (iii) the Construction Manager shall not be entitled to any schedule relief or price relief with respect to any such revisions expect in accordance with Section 9.1(e) . Notwithstanding anything to the contrary in this Agreement, no changes may be made to the Design Plans after the Design Plan Review Period without ensuring compliance with the " Management of Change Procedures" set forth in OSHA 1910.119. (c) All Intellectual Property (other than Trademarks) created, developed or invented by the Construction Manager in the course of performing the Services that relates to any Unit, Train, Pipeline or Shared Equipment shall be assigned to the Owner in connection with the

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transfer of care, custody and control of the applicable Unit, Train, Pipeline or Shared Equipment to the Owner pursuant to Section 5.2 . The Construction Manager shall sublicense to the Owner the right to use any Intellectual Property licensed by the Construction Manager for use in the operation of any Unit, Train, Pipeline or Shared Equipment in connection with the transfer of care, custody and control of the applicable Unit, Train, Pipeline or Shared Equipment to the Owner pursuant to Section 5.2 if and to the extent the Construction Manager has the right to sublicense such Intellectual Property. To the extent the Construction Manager does not have a right to subl ...