Common use of Exclusions and Reservations Clause in Contracts

Exclusions and Reservations. Specifically excepted and reserved from this transaction are the following, hereinafter referred to as the “Excluded Assets”: (a) Seller’s corporate records, financial and tax records unrelated to the Assets, reserve estimates and reports, economic analyses, computer programs and applications, pricing forecasts, legal files, legal opinions, attorney-client communications, and attorney work product (except abstracts of title, title opinions, certificates of title, title curative documents related to the Assets, environmental or regulatory compliance or curative efforts regarding the Assets, and any matters or liabilities concerning the Assets which are to be assumed by Buyer, which shall be furnished to Buyer), and all other records and documents subject to confidentiality provisions, or other restrictions on access or transfer; provided, however, that Seller will, and at no cost or expense to Seller, request waivers of such restrictions; (b) Except for geological and geophysical data included in the Assets, all of Seller’s intellectual property rights, patents, copyrights, names, marks, logos, proprietary software and derivatives therefrom; (c) Subject to the provisions of Section 11.2, all rights and claims arising, occurring, or existing in favor of or against Seller prior to the Effective Time, including, but not limited to, any and all contract rights, claims, penalties, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mis-payments, erroneous payments, personal or corporate injury, property damages, royalty and other rights and claims of any nature in favor of Seller relating to any time period prior to the Effective Time; (d) All of Seller’s insurance contracts and rights, titles, claims and interests of Seller related to the Assets for all periods prior to the Effective Time (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or letter of credit or other security device, or (iii) relating to any insurance or condemnation proceeds or awards, together with all amounts due or payable to Seller as adjustments to insurance premiums related to the Assets for all periods prior to the Effective Time; (e) Claims of Seller for any refund of or loss carry forward with respect to (i) production, severance, ad valorem or any other taxes attributable to the Assets for any period prior to the Effective Time, and (ii) income, occupational or franchise taxes; (f) All monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the ownership or operation thereof prior to the Effective Time, including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties to the extent attributable to the period prior to the Effective Time; (g) All rights, obligations, benefits, awards, judgments, settlements, if any, applicable to any litigation pending in which Seller is a named claimant or plaintiff or holds beneficial rights or interests, to the extent related to periods prior to the Effective Time and to the extent the same would not impose any liabilities or restrictions on Buyer on or after the Effective Time regarding the Assets; (h) All telecommunication and communications equipment and services, WARS control stations and computers, but excluding SCADA hardware and software; (i) Any credit agreement, loan agreement, promissory notes, as well as any mortgages, security agreements, pledge agreements or similar agreements or instruments securing obligations for borrowed money; (j) Intentionally Deleted; (k) Any future derivative, swap, collar, put, call, cap, option or other contract that is intended to benefit from, relate to, or reduce or eliminate the risk of fluctuations in interest rates, basis risk or the price of commodities, including Hydrocarbons;

Exclusions and Reservations. Specifically excepted and reserved from this transaction are the following, hereinafter referred to as the “Excluded Assets”: (a) Seller’s corporate records, financial and tax records unrelated to the Assets, reserve estimates and reports, economic analyses, computer programs and applications, pricing forecasts, legal files, legal opinions, attorney-client communications, and attorney work product (except abstracts of title, title opinions, certificates of title, and title curative documents related to the Assets, environmental or regulatory compliance or curative efforts regarding the Assets, and any matters or liabilities concerning the Assets which are to be assumed by Buyerdocuments, which shall be furnished to Buyer), and all other records and documents subject to confidentiality provisions, or other restrictions on access or transfer; provided, however, that Seller will, upon Buyer’s request and at no cost or expense to Seller, request waivers of such restrictions; (b) Except for geological and geophysical data included in the Assets, all All of Seller’s intellectual property rights, patents, copyrights, names, marks, logos, proprietary software and derivatives therefrom, geophysical data, data licensing agreements and seismic licenses between Seller and third parties, if any, and any and all geologic/geophysical interpretations and proprietary or licensed raw or processed geophysical data (including magnetic tapes, field notes, seismic lines, analyses and similar data or information) and interpretations therefrom, except to the extent that any such information is specifically licensed to Buyer pursuant to a separate license agreement; (c) Subject to the provisions of Section 11.23.3(f), all rights and claims arising, occurring, or existing in favor of or against Seller prior to the Effective Time, including, but not limited to, any and all contract rights, claims, penalties, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mis-paymentsmispayments, erroneous payments, personal or corporate injury, property damages, royalty and other rights and claims of any nature in favor of Seller relating to any time period prior to the Effective Time; (d) All of Seller’s insurance contracts and rights, titles, claims and interests of Seller related to the Assets for all periods prior to the Effective Time (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or letter of credit or other security device, or (iii) relating to any insurance or condemnation proceeds or awards, together with all amounts due or payable to Seller as adjustments to insurance premiums related to the Assets for all periods prior to the Effective Time; (e) Claims of Seller for any refund of or loss carry forward forwards with respect to (i) production, windfall profit, severance, ad valorem or any other taxes attributable to the Assets for any period prior to the Effective Time, and (ii) income, occupational or franchise taxes; (f) All monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the ownership or operation thereof prior to the Effective Time, including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties to the extent attributable to the period prior to the Effective Time; (g) All rights, obligations, benefits, awards, judgments, settlements, if any, applicable to any litigation pending in which Seller is a named claimant or plaintiff or holds beneficial rights or interests, to the extent related to periods prior to the Effective Time and to the extent the same would not impose any liabilities or restrictions on Buyer on or after the Effective Time regarding the AssetsTime; (h) All telecommunication and communications equipment and services, WARS control stations and computers, but excluding SCADA hardware and software;; and (i) Any credit agreement, loan agreement, promissory notes, other assets identified as well as any mortgages, security agreements, pledge agreements excluded or similar agreements or instruments securing obligations for borrowed money; (j) Intentionally Deleted; (k) Any future derivative, swap, collar, put, call, cap, option or other contract that is intended to benefit from, relate to, or reduce or eliminate the risk of fluctuations in interest rates, basis risk or the price of commodities, including Hydrocarbons;retained on Schedule 1.2(i).

Exclusions and Reservations. Specifically excepted and reserved from this transaction are the following, hereinafter referred to as the “Excluded Assets”: (a) 1.2.1 Seller’s corporate records, financial and tax records unrelated proprietary data (other than proprietary data transferred to the AssetsBuyer under Section 1.1.1.6), reserve estimates and reports, economic analyses, computer programs and applications, pricing forecasts, legal files, files and legal opinions, attorney-client communications, and attorney work product opinions (except abstracts of title, title opinions, certificates of title, or title curative documents related to the Assetsdocuments), environmental or regulatory compliance or curative efforts regarding the Assetsattorney-client communications, attorney work product, and any matters or liabilities concerning the Assets which are to be assumed by Buyer, which shall be furnished to Buyer), and all other records and documents subject to confidentiality provisions, claims of privilege or other restrictions on access access; 1.2.2 All geophysical data (either proprietary or transfer; providednot) and the associated licensing agreements and seismic licenses between Seller and third parties, however, that Seller willif any, and at no cost any and all geophysical interpretations and proprietary or expense licensed raw or processed geophysical data (including magnetic tapes, field notes, seismic lines, analyses and similar data or information) and interpretations therefrom that are not transferred to Seller, request waivers of such restrictionsBuyer under Section 1.1.1.6; (b) Except for geological and geophysical data included in the Assets, all of Seller’s intellectual property rights, patents, copyrights, names, marks, logos, proprietary software and derivatives therefrom; (c) 1.2.3 Subject to the provisions of Section 11.213.1, all rights and claims arising, occurring, or existing in favor of or against Seller prior to the Effective Time, Date including, but not limited to, any and all contract rights, claims, penalties, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mis-paymentsmispayments, erroneous payments, personal or corporate injury, property damagesdamage, royalty and other rights and claims of any nature in favor of Seller relating to any time period prior to the Effective TimeDate; (d) 1.2.4 All corporate, financial, and tax records of Seller; however, Buyer shall be entitled to be furnished with copies of any financial and tax records, other than income tax records, at Buyer’s insurance contracts sole cost and expense which directly relate, in the opinion of Seller, to the Assets, or which are necessary for Buyer’s ownership, administration, or operation of the Assets upon receipt by Seller of a written request from Buyer indicating its desire to obtain copies, and the purpose for same 1.2.5 All rights, titles, claims and interests of Seller related to the Assets for all periods prior to the Effective Time Date (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or letter of credit or other security devicebond, or (iii) relating to any insurance or condemnation proceeds or awards; 1.2.6 All Hydrocarbons produced from or attributable to Seller’s interest in the Assets, together with all amounts due or payable respect to Seller as adjustments to insurance premiums related to the Assets for all periods prior to the Effective TimeDate, together with all proceeds from and rights relating to the sale of such Hydrocarbons; (e) 1.2.7 Claims of Seller for any refund of or loss carry forward forwards with respect to (i) production, windfall profit, severance, ad valorem or any other taxes attributable to the Assets for any period prior to the Effective TimeDate, and (ii) income, occupational or franchise taxes; (f) All 1.2.8 Subject to the terms hereof, all monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the ownership or operation thereof prior to the Effective TimeDate, specifically including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties royalties; 1.2.9 All amounts due or payable to Seller as adjustments to insurance premiums related to the extent attributable to the period Assets for all periods prior to the Effective TimeDate; (g) 1.2.10 All of Seller’s intellectual property rights, patents, trade secrets, copyrights, names, marks and logos; 1.2.11 All material rights, obligations, benefits, awards, judgments, and settlements, if any, applicable to any litigation pending litigation, claim, or cause of action, including but not limited to those set forth on Exhibit F to the extent attributable to periods prior to the Effective Date, in which Seller is a named claimant or plaintiff or holds beneficial rights or interests, to the extent related to periods prior to the Effective Time and to the extent the same would not impose any liabilities or restrictions on Buyer on or after the Effective Time regarding the Assets; (h) 1.2.12 Seller’s master service order agreements and charter party agreements, storage or warehouse agreements, supplier contracts, service contracts, insurance contracts, and construction agreements; 1.2.13 All telecommunication and communications equipment equipment, licenses and services, WARS control stations stations, software and computers; and 1.2.14 Those rights and items listed on Exhibit A, but excluding SCADA hardware and software; (i) Any credit agreement, loan agreement, promissory notes, as well as any mortgages, security agreements, pledge agreements or similar agreements or instruments securing obligations for borrowed money; (j) Intentionally Deleted; (k) Any future derivative, swap, collar, put, call, cap, option or other contract that is intended to benefit from, relate to, or reduce or eliminate the risk of fluctuations in interest rates, basis risk or the price of commodities, including Hydrocarbons;Schedule 8.

Exclusions and Reservations. Specifically excepted and reserved from this transaction the transactions are the following, hereinafter referred to as the “Excluded Assets”: (a) Seller’s corporate records, financial and tax records unrelated to the Assetsproprietary data, reserve estimates and reports, economic analyses, computer programs and applications, pricing forecasts, legal files, files and legal opinions, attorney-client communications, and attorney work product opinions (except abstracts of title, title opinions, certificates of title, or title curative documents related to the Assetsdocuments), environmental or regulatory compliance or curative efforts regarding the Assetsattorney-client communications, attorney work product, and any matters or liabilities concerning the Assets which are to be assumed by Buyer, which shall be furnished to Buyer), and all other records and documents subject to confidentiality provisions, claims of privilege or other restrictions on access or transfer; provided, however, that Seller will, and at no cost or expense to Seller, request waivers of such restrictions;access. (b) Except for geological Seller’s rights, title and geophysical data included interests in the AssetsContracts to the extent such are applicable, all attributable and allocable to rights and interest retained by Seller, as more specifically described in Section 1.9. (c) All of Seller’s intellectual property rights, patents, copyrights, names, marks, logos, separate proprietary software and derivatives therefrom;, geophysical data, data licensing agreements and seismic licenses between Seller and third parties, if any, and any and all geologic/geophysical interpretations and proprietary or licensed raw or processed geophysical data (including magnetic tapes, field notes, seismic lines, analyses and similar data or information) and interpretations therefrom which are not specifically licensed to Buyer under a separate geophysical data licensing agreement delivered under the License described in Section 1.2. (cd) Subject to the provisions of Section 11.214.1, all rights and claims arising, occurring, or existing in favor of or against Seller prior to the Effective Time, Date including, but not limited to, any and all contract rights, claims, penalties, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mis-paymentsmispayments, erroneous payments, personal or corporate injury, property damagesdamage, royalty and other rights and claims of any nature in favor of Seller relating to any time period prior to the Effective Time;Date, to the extent, and only to the extent, that such claims, rights and other matters do not cause an impairment in the value of the Assets to occur after the Effective Date. (de) All corporate, financial, and tax records of Seller; however, upon receipt by Seller of a written request from Buyer indicating its desire to obtain copies, and the purpose for same, Seller shall provide Buyer, at Buyer’s insurance contracts sole cost and expense, copies of any financial and tax records, other than income tax records, which directly relate, in the opinion of Seller, to the Assets, or which are necessary for Buyer’s ownership, administration, or operation of the Assets. (f) To the extent, and only to the extent, that such claims, rights and other matters do not cause an impairment in the value of the Assets to occur after the Effective Date, all rights, titles, claims and interests of Seller related to the Assets for all periods prior to the Effective Time Date (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or letter of credit or other security devicebond, or (iii) relating to any insurance or condemnation proceeds or awards, together with all amounts due . (g) All Hydrocarbons produced from or payable attributable to Seller as adjustments to insurance premiums related to Seller’s interest in the Assets for with respect to all periods prior to the Effective Time;Date, together with all proceeds from and rights relating to the sale of such Hydrocarbons. (eh) Claims of Seller for any refund of or loss carry forward forwards with respect to (i) production, windfall profit, severance, ad valorem or any other taxes attributable to the Assets for any period prior to the Effective TimeDate, and (ii) income, occupational or franchise taxes;. (fi) All Subject to the terms hereof, all monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the ownership or operation thereof prior to the Effective TimeDate, specifically including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties royalties. (j) All amounts due or payable to Seller as adjustments to insurance premiums related to the extent attributable to the period Assets for all periods prior to the Effective Time;Date. (gk) All of Seller’s intellectual property rights, patents, trade secrets, copyrights, names, marks and logos. (l) All rights, obligations, benefits, awards, judgments, settlements, if any, applicable to any litigation pending in which Seller is a named claimant or plaintiff or holds beneficial rights or interests, to the extent related to periods prior to the Effective Time and Date, to the extent extent, and only to the same would extent, that such claims, rights and other matters do not impose any liabilities or restrictions on Buyer on or cause an impairment in the value of the Assets to occur after the Effective Time regarding the Assets;Date. (hm) Seller’s master service agreements and charter party agreements, storage or warehouse agreements, supplier contracts, service contracts, insurance contracts, and construction agreements. (n) All telecommunication and communications equipment and services, WARS Wide Area Radio System (“WARS”) control stations and computersstations, but excluding radio towers, remote terminal units, SCADA hardware and software;, photocopy machines, and personal computers and associated software, specifically identified as being excluded on the attached Schedule 1.5 (n). (io) All fixtures, facilities, pipelines, gathering lines, real property or interests therein owned by Chevron Pipe Line Company or any other division of Seller or subsidiary of ChevronTexaco Corporation or any third party not a party hereto, unless such assets are expressly identified and included on Exhibit “A”. (p) Seller’s interest, if any, in any gas processing plant, separation facility or gas treating plant serving the Assets, unless otherwise provided in Exhibit “A”. (q) All vehicles (except those Seller has separately agreed to include), boats, tools, emergency medical response supplies (including but not limited to automated external defibulators, oxygen and combi tubes), identified surplus equipment, whether or not any of the foregoing are identified on any Exhibit or Schedule as being excluded, and any other assets specifically identified as excluded or retained on any of the Exhibits attached to this Agreement, including those described on Schedule 1.5 (q). (r) Any credit agreement, loan agreement, promissory notesAssets owned, as well of the date of this Agreement, by an affiliate of Seller that does not ratify and consent to this Agreement as any mortgages, security agreements, pledge agreements or similar agreements or instruments securing obligations for borrowed money;provided in Section 1.4 hereof. (js) Intentionally Deleted;All rights and obligations attributable to Other Imbalances as defined in Section 14.1. (kt) Any future derivativeAll third party owned equipment and property located on or used in connection with the Assets, swapincluding, collarwithout limitation, put, call, cap, option or other contract that is intended to benefit from, relate to, or reduce or eliminate the risk of fluctuations in interest rates, basis risk or the price of commodities, including Hydrocarbons;contractor equipment and leased equipment.

Exclusions and Reservations. Specifically excepted and reserved from this transaction are the following, hereinafter referred to as the “Excluded Assets”: (a) Seller’s corporate recordscorporate, financial and tax records unrelated to the Assetsrecords, proprietary data, reserve estimates and reports, economic analyses, computer programs and applications, pricing forecasts, legal files, files and legal opinions, attorney-client communications, and attorney work product opinions (except abstracts of title, title opinions, certificates of title, or title curative documents related to the Assetsdocuments, environmental or regulatory compliance or curative efforts regarding the Assetswhich are not protected under privilege), attorney-client communications, and any matters or liabilities concerning the Assets which are to be assumed by Buyer, which shall be furnished to Buyer)attorney work product, and all other records and documents subject to confidentiality provisions, claims of privilege or other restrictions on access or transfer; provided, however, that Seller will, and at no cost or expense to Seller, request waivers of such restrictions; (b) Except for geological and geophysical data included in the Assets, all All of Seller’s intellectual property rights, patents, trade secrets, copyrights, names, marks, logos, proprietary software and derivatives therefrom, geophysical data, data licensing agreements and seismic licenses between Seller and third parties, if any, and any and all geologic/geophysical interpretations and proprietary or licensed raw or processed geophysical data (including magnetic tapes, field notes, seismic lines, analyses and similar data or information) and interpretations therefrom, except to the extent that any such information is specifically licensed to Buyer pursuant to a separate license agreement; (c) Subject to the provisions of Section 11.212.2, all rights and claims arising, occurring, or existing in favor of or against Seller prior to the Effective Time, including, but not limited to, any and all contract rights, claims, penalties, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mis-paymentsmispayments, erroneous payments, personal or corporate injury, property damages, royalty and other rights and claims of any nature in favor of Seller relating to any time period prior to the Effective Time; (d) All of Seller’s insurance contracts and rights, titles, claims and interests of Seller related to the Assets for all periods prior to the Effective Time (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or letter of credit or other security device, or (iii) relating to any insurance or condemnation proceeds or awards, together with all amounts due or payable to Seller as adjustments to insurance premiums related to the Assets for all periods prior to the Effective Time; (e) Claims of Seller for any refund of or loss carry forward forwards with respect to (i) production, windfall profit, severance, ad valorem or any other taxes attributable to the Assets for any period prior to the Effective Time, and (ii) income, occupational or franchise taxes; (f) All monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the ownership or operation thereof prior to the Effective Time, including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties to the extent attributable to the period prior to the Effective Timeroyalties; (g) All rights, obligations, benefits, awards, judgments, settlements, if any, applicable to any litigation pending in which Seller is a named claimant or plaintiff or holds beneficial rights or interests, to the extent related to periods prior to the Effective Time and to the extent the same would not impose any liabilities or restrictions on Buyer on or after the Effective Time regarding the AssetsTime; (h) All telecommunication and communications equipment and services, WARS control stations and computers, but excluding SCADA hardware and software; (i) Any credit agreement, loan agreement, promissory notes, as well as any mortgages, security agreements, pledge agreements or similar agreements or instruments securing obligations for borrowed money;All vehicles and rolling stock; and (j) Intentionally Deleted; (k) Any future derivativeother assets identified as excluded or retained on any of the Exhibits attached to this Agreement, swapincluding, collarwithout limitation, put, call, cap, option or other contract that is intended to benefit from, relate to, or reduce or eliminate the risk of fluctuations in interest rates, basis risk or the price of commodities, including Hydrocarbons;those described on Schedule 1.2(j).

Exclusions and Reservations. Specifically excepted and reserved from this transaction are the following, hereinafter referred to as the “"Excluded Assets”:". (a) Any of Seller’s corporate records, financial and tax records unrelated to the Assets, 's reserve estimates and reportsestimates, economic analyses, computer programs and applications, pricing forecasts, legal files, legal opinions, attorney-client communications, and attorney work product (except abstracts of title, title opinions, certificates of title, title curative documents related to the Assets, environmental opinions or regulatory compliance or curative efforts regarding the Assets, and any matters or liabilities concerning the Assets which are to be assumed by Buyer, which shall be furnished to Buyer), and all other records and documents subject to confidentiality provisionsanalyses, or other restrictions on access information considered by Seller as confidential or transfer; provided, however, that Seller will, and at no cost or expense to Seller, request waivers of such restrictionsprotected by "Attorney Client Privilege"; (b) Except for geological and geophysical data included in the Assets, all of Seller’s intellectual property rights, patents, copyrights, names, marks, logos, proprietary software and derivatives therefrom; (c) Subject to the provisions of Section 11.2, all rights and claims arising, occurring, or existing in favor of or against Seller prior to the Effective Time, Date including, but not limited to, any and all contract rights, claims, penalties, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mis-paymentsmispayments, erroneous payments, personal or corporate injury, property damagesdamage, royalty and or other rights and claims of any nature in favor of Seller relating to any time period prior to the Effective TimeDate; (c) All corporate, financial, and tax records of Seller; however, Buyer shall be entitled to receive copies of any financial and tax records which directly relate to the Assets, or which are necessary for Buyer's ownership, administration, or operation of the Assets; d) All of Seller’s insurance contracts and rights, titles, claims and interests of Seller related to the Assets for all periods prior to the Effective Time Date (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or letter of credit or other security devicebond, or (iii) relating to any insurance or condemnation proceeds or awards, together with all ; e) All amounts due or payable to Seller as adjustments to insurance premiums related to or refunds under any contracts or agreements affecting the Assets for all periods prior to the Effective TimeDate; (ef) Claims of Seller for any refund of or loss carry forward with respect to (i) production, severance, ad valorem or any other taxes attributable Subject to the Assets for any period prior to the Effective Timeterms hereof, and (ii) income, occupational or franchise taxes; (f) All all monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the ownership or operation thereof prior to the Effective Time, including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties to the extent attributable to the period prior to the Effective Time;Date; and (g) All rightsSeller's patents, obligationstrade secrets, benefitscopyrights, awardsnames, judgments, settlements, if any, applicable to any litigation pending in which Seller is a named claimant or plaintiff or holds beneficial rights or interests, to the extent related to periods prior to the Effective Time marks and to the extent the same would not impose any liabilities or restrictions on Buyer on or after the Effective Time regarding the Assets; (h) All telecommunication and communications equipment and services, WARS control stations and computers, but excluding SCADA hardware and software; (i) Any credit agreement, loan agreement, promissory notes, as well as any mortgages, security agreements, pledge agreements or similar agreements or instruments securing obligations for borrowed money; (j) Intentionally Deleted; (k) Any future derivative, swap, collar, put, call, cap, option or other contract that is intended to benefit from, relate to, or reduce or eliminate the risk of fluctuations in interest rates, basis risk or the price of commodities, including Hydrocarbons;logos.

Exclusions and Reservations. Specifically excepted and reserved from this transaction are the followingfollowing (and the following shall not be “Assets” for purposes of this Agreement), hereinafter referred to as the “Excluded Assets”: (a) Seller’s corporate records, financial and tax records unrelated to the Assets, reserve estimates and reports, economic analyses, computer programs and applications, pricing forecasts, legal files, legal opinions, attorney-client communications, and attorney work product (except abstracts of title, title opinions, certificates of title, and title curative documents related to the Assets, environmental or regulatory compliance or curative efforts regarding the Assets, and any matters or liabilities concerning the Assets which are to be assumed by Buyer, which shall be furnished to Buyer), and all other records and documents subject to confidentiality provisions, or other restrictions on access or transfer; provided, however, that Seller will, upon Buyer’s request and at no cost or expense to Seller, request waivers of such restrictions; (b) Except for geological and geophysical data included in the Assets, all All of Seller’s intellectual property rights, patents, copyrights, namesnames (including, without limitation, all rights to the name, “Dune”), marks, logos, proprietary software and derivatives therefromtherefrom (including, without limitation, field-direct software and other licensed software); (c) Subject to the provisions of Section 11.2, all rights and claims arising, occurring, or existing in favor of or against Seller prior to the Effective Time, including, but not limited to, any and all contract rights, claims, penalties, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mis-paymentsmispayments, erroneous payments, personal or corporate injury, property damages, royalty and other rights and claims of any nature in favor of Seller relating to any time period prior to the Effective Time; (d) All of Seller’s insurance contracts and rights, titles, claims and interests of Seller related to the Assets for all periods prior to the Effective Time (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or letter of credit or other security device, or (iii) relating to any insurance or condemnation proceeds or awards, together with all amounts due or payable to Seller as adjustments to insurance premiums related to the Assets for all periods prior to the Effective Time; (e) Claims of Seller for any refund of or loss carry forward with respect to (i) production, severance, ad valorem or any other taxes attributable to the Assets for any period prior to the Effective Time, and (ii) income, occupational or franchise taxes; (f) All monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the ownership or operation thereof prior to the Effective Time, including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties to the extent attributable to the period prior to the Effective Time; (g) All rights, obligations, benefits, awards, judgments, settlements, if any, applicable to any litigation pending as of the Effective Time in which Seller is a named claimant or plaintiff or holds beneficial rights or interests, to the extent related to periods prior to the Effective Time and to the extent the same would not impose any liabilities or restrictions on Buyer on or after the Effective Time regarding the AssetsTime; (h) all interpreted geological and geophysical data that cannot be transferred without the consent of or payment to any third party; (i) all Hydrocarbons produced or sold from the Assets (and any proceeds attributable thereto) with respect to all periods prior to the Effective Time; (j) all personal computers and associated peripherals, other than those personal computers described on Exhibit C; (k) vessels or boats not described on Exhibit C; (1) personal property or vehicles located on such leased sites which are not related to any one or more of the Assets or are temporarily located thereon; (m) All telecommunication and communications equipment and services, WARS control stations and computers, but excluding SCADA hardware and software;not located on the Assets; and (in) Any credit agreement, loan agreement, promissory notes, any other assets identified as well as any mortgages, security agreements, pledge agreements excluded or similar agreements or instruments securing obligations for borrowed money; (j) Intentionally Deleted; (k) Any future derivative, swap, collar, put, call, cap, option or other contract that is intended to benefit from, relate to, or reduce or eliminate the risk of fluctuations in interest rates, basis risk or the price of commodities, including Hydrocarbons;retained on Schedule 1.2(i).

Exclusions and Reservations. Specifically excepted and reserved from this transaction are the following, hereinafter referred to as the “Excluded Assets”:. (a) Any of Seller’s corporate records, financial and tax records unrelated to the Assets, reserve estimates and reportsestimates, economic analyses, computer programs and applications, pricing forecasts, legal files, legal opinions, attorney-client communications, and attorney work product (except abstracts of title, title opinions, certificates of title, title curative documents related to the Assets, environmental opinions or regulatory compliance or curative efforts regarding the Assets, and any matters or liabilities concerning the Assets which are to be assumed by Buyer, which shall be furnished to Buyer), and all other records and documents subject to confidentiality provisionsanalyses, or other restrictions on access information considered by Seller as confidential or transfer; provided, however, that Seller will, and at no cost or expense to Seller, request waivers of such restrictionsprotected by “Attorney-Client Privilege”; (b) Except for geological and geophysical data included in the Assets, all of Seller’s intellectual property rights, patents, copyrights, names, marks, logos, proprietary software and derivatives therefrom; (c) Subject to the provisions of Section 11.2, all All rights and claims arising, occurring, or existing in favor of or against Seller prior to the Effective Time, Date including, but not limited to, any and all contract rights, claims, penalties, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mis-paymentsmispayments, erroneous payments, personal or corporate injury, property damagesdamage, royalty and or other rights and claims of any nature in favor of Seller relating to any time period prior to the Effective TimeDate; (c) All corporate, financial, and tax records of Seller; however, Buyer shall be entitled to receive copies of any financial and tax records which directly relate to the Assets, or which are necessary for Buyer’s ownership, administration, or operation of the Assets; d) All of Seller’s insurance contracts and rights, titles, claims and interests of Seller related to the Assets for all periods prior to the Effective Time Date (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or letter of credit or other security devicebond, or (iii) relating to any insurance or condemnation proceeds or awards, ; e) All hydrocarbons produced from or attributable to Seller’s interest in the Assets with respect to all periods prior to the Effective Date together with all proceeds from or of such hydrocarbons; f) Claims of Seller for refund of or loss carry forwards with respect to (i) production, windfall profit, severance, ad valorem or any other taxes attributable to the Assets for any period prior to the Effective Date, (ii) income or franchise taxes attributable to the Assets for any period prior to the Effective Date; g) All amounts due or payable to Seller as adjustments or refunds under any contracts or agreements affecting the Assets for all periods prior to the Effective Date; h) All amounts due or payable to Seller as adjustments to insurance premiums related to the Assets for all periods prior to the Effective TimeDate; (e) Claims of Seller for any refund of or loss carry forward with respect to (i) production, severance, ad valorem or any other taxes attributable Subject to the Assets for any period prior to the Effective Timeterms hereof, and (ii) income, occupational or franchise taxes; (f) All all monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the ownership or operation thereof prior to the Effective Time, including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties to the extent attributable to the period prior to the Effective TimeDate; (gj) All rightsSeller’s patents, obligationstrade secrets, benefitscopyrights, awardsnames, judgments, settlements, if any, applicable to any litigation pending in which Seller is a named claimant or plaintiff or holds beneficial rights or interests, to the extent related to periods prior to the Effective Time marks and to the extent the same would not impose any liabilities or restrictions on Buyer on or after the Effective Time regarding the Assetslogos; (hk) All telecommunication software and communications equipment and services, WARS control stations and computers, but excluding SCADA hardware and software; (i) Any credit agreement, loan agreement, promissory notes, as well as any mortgages, security agreements, pledge agreements or similar agreements or instruments securing obligations for borrowed money; (j) Intentionally Deleted; (k) Any future derivative, swap, collar, put, call, cap, option or other contract that is intended to benefit from, relate to, or reduce or eliminate the risk of fluctuations in interest rates, basis risk or the price of commodities, including Hydrocarbons;software licenses; and

Exclusions and Reservations. Specifically Notwithstanding the foregoing, specifically excepted and reserved unto Seller from this transaction are is Seller’s right, title and interest in and to the followingfollowing assets, properties and rights, hereinafter referred to as the “Excluded Assets”: (a) Seller’s corporate recordscorporate, financial and tax Tax records unrelated that relate to the Assets, reserve estimates and reports, economic analyses, computer programs and applications, pricing forecasts, legal files, legal opinions, attorney-client communications, and attorney work product (except abstracts of title, title opinions, certificates of title, title curative documents related to the Assets, environmental or regulatory compliance or curative efforts regarding the Assets, and any matters or liabilities concerning the Assets which are to be assumed by Buyer, which shall be furnished to Buyer), and all other records and documents subject to confidentiality provisions, or other restrictions on access or transfer; provided, however, that Seller will, and at no cost or expense to Seller, request waivers of such restrictionsbusiness generally; (b) Except computer programs and applications to the extent disclosure or transfer is prohibited or subject to payment of a fee or other consideration by any license agreement and for geological which, after Seller uses its commercially reasonable efforts to obtain consents from the necessary parties, no consent to transfer has been received and geophysical data included for which Buyer has not agreed in writing to pay the fee or other consideration, as applicable; (c) any reserve or economic evaluations; (d) legal files and legal records constituting work product of, or attorney-client privileged communications with, Seller’s legal counsel (other than Leases, title opinions, Contracts, Surface Interests and environmental reports for the Assets, ); (e) all of Seller’s proprietary intellectual property rights, patents, trade secrets, copyrights, names, marks, logos, proprietary software and derivatives therefrom; (cf) Subject all indemnity rights, rights under any Contracts and all other Claims of Seller against any third party to the provisions of Section 11.2, all rights and claims arising, occurring, extent related or existing in favor of or against Seller attributable to periods prior to the Effective Time, including, but not limited to, any and all contract rights, claims, penalties, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mis-payments, erroneous payments, personal or corporate injury, property damages, royalty and other rights and claims of any nature in favor of Seller relating to any time period prior except to the Effective Timeextent attributable to the Assumed Obligations; (dg) All subject to Section 12.2, all of Seller’s insurance contracts and rights, titles, claims and interests of Seller related to the Assets for all periods prior to the Effective Time (i) under any policy or agreement of insurance or indemnityindemnity agreement, (ii) under any bond or letter of credit or other security deviceinstrument, or (iii) relating to any insurance or condemnation proceeds or awards, together with in each case, from acts, omissions or events, or damage to or destruction of an Asset prior to the Effective Time to the extent not attributable to the Assumed Obligations; (h) all amounts due Hydrocarbons produced from or payable to Seller as adjustments to insurance premiums related attributable to the Assets for with respect to all periods prior to the Effective Time, save and except the Stock Hydrocarbons; (e) Claims of Seller for any refund of or loss carry forward with respect to (i) production, severance, ad valorem or any other taxes except to the extent attributable to the Assets for any period prior to Stock Hydrocarbons and the Effective TimeImbalances assumed by Buyer, and (ii) income, occupational or franchise taxes; (f) All all monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the ownership or operation thereof prior to the Effective Time, including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties to the extent attributable to the period prior to the Effective Time; (g) All rights, obligations, benefits, awards, judgments, settlements, if any, applicable to any litigation pending in which Seller is a named claimant or plaintiff or holds beneficial rights or interests, to the extent related to periods prior to the Effective Time and to the extent the same would not impose any liabilities or restrictions on Buyer on or after the Effective Time regarding the Assets; (h) All telecommunication and communications equipment and services, WARS control stations and computers, but excluding SCADA hardware and software; (i) Any credit agreement, loan agreement, promissory notes, as well as any mortgages, security agreements, pledge agreements or similar agreements or instruments securing obligations for borrowed moneyroyalties; (j) Intentionally Deletedall derivative or hedging instruments or agreements of any sort; (k) Any future derivativeall vehicles, swaptrailers and other rolling stock; (l) any Debt Instrument; and (m) without limiting the foregoing, collarthe assets, put, call, cap, option contracts or other contract that is intended to benefit from, relate to, or reduce or eliminate the risk of fluctuations in interest rates, basis risk or the price of commodities, including Hydrocarbons;rights described on Schedule 1.2(m).

Exclusions and Reservations. Specifically excepted and reserved from this transaction are the following, hereinafter referred to as the “Excluded Assets”: (a) Seller’s corporate records, financial and tax records unrelated to the Assets, reserve estimates and reports, economic analyses, computer programs and applicationsapplications (other than SCADA software, which is expressly included in the Assets), pricing forecasts, legal files, legal opinions, attorney-client communications, and attorney work product (except abstracts of title, title opinions, certificates of title, and title curative documents related to the Assets, environmental or regulatory compliance or curative efforts regarding the Assets, and any matters or liabilities concerning the Assets which are to be assumed by Buyerdocuments, which shall be furnished to Buyer), and all other records and documents subject to confidentiality provisions, or other restrictions on access or transfer; provided, however, that Seller will, upon Buyer’s request and at no cost or expense to Seller, request waivers of such restrictions; (b) Except for geological and geophysical data included in the Assets, all All of Seller’s intellectual property rights, patents, copyrights, names, marks, logos, proprietary software and derivatives therefrom, geophysical data, data licensing agreements and seismic licenses between Seller and third parties, if any, and any and all geologic/geophysical interpretations and proprietary or licensed raw or processed geophysical data (including magnetic tapes, field notes, seismic lines, analyses and similar data or information) and interpretations therefrom, except to the extent that any such information is specifically licensed to Buyer pursuant to a separate license agreement; (c) Subject to the provisions of Section 11.212.2, all rights and claims arising, occurring, or existing in favor of or against Seller prior to the Effective Time, including, but not limited to, any and all contract rights, claims, penalties, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mis-paymentsmispayments, erroneous payments, personal or corporate injury, property damages, royalty and other rights and claims of any nature in favor of Seller relating to any time period prior to the Effective Time; (d) All of Seller’s insurance contracts and rights, titles, claims and interests of Seller related to the Assets for all periods prior to the Effective Time (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or letter of credit or other security device, or (iii) relating to any insurance or condemnation proceeds or awards, together with all amounts due or payable to Seller as adjustments to insurance premiums related to the Assets for all periods prior to the Effective Time; (e) Claims of Seller for any refund of or loss carry forward forwards with respect to (i) production, windfall profit, severance, ad valorem or any other taxes attributable to the Assets for any period prior to the Effective Time, and (ii) income, occupational or franchise taxes; (f) All monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the ownership or operation thereof prior to the Effective Time, including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties to the extent attributable to the period prior to the Effective Time; (g) All rights, obligations, benefits, awards, judgments, settlements, if any, applicable to any litigation pending in which Seller is a named claimant or plaintiff or holds beneficial rights or interests, to the extent related to periods prior to the Effective Time and to the extent the same would not impose any liabilities or restrictions on Buyer on or after the Effective Time regarding the AssetsTime; (h) All telecommunication and communications equipment and services, WARS control stations and computers, but excluding SCADA hardware and software;; and (i) Any credit agreementAll rights, loan agreementobligations, promissory notesbenefits, as well as any mortgagesand interests, security agreementsif any, pledge agreements or similar agreements or instruments securing obligations for borrowed money;of Seller in that certain Consulting Agreement by and between EnergyQuest Management, LLC and Fountainhead L.L.C., dated August 31, 2006. (j) Intentionally Deleted;All rights, obligations, benefits, and interests, if any, of Seller in that certain Consulting Agreement by and between EnergyQuest Management, LLC and Xxxxx Exploration, Inc., dated August 31, 2006. (k) Any future derivative, swap, collar, put, call, cap, option any other assets identified as excluded or other contract that is intended to benefit from, relate to, or reduce or eliminate the risk of fluctuations in interest rates, basis risk or the price of commodities, including Hydrocarbons;retained on Schedule 1.2(k).

Exclusions and Reservations. Specifically excepted and reserved from this transaction are the following, hereinafter referred to as the “Excluded Assets”: (a) 1.2.1 Seller’s corporate records, financial and tax records unrelated to the Assetsproprietary data, reserve estimates and reports, economic analyses, computer programs and applications, pricing forecasts, legal files, legal opinions, attorney-client communications, and attorney work product files or opinions (except abstracts of title, title opinions, certificates of title, or title curative documents related to the Assetsas provided in Section 1.1.1 (f) above), environmental attorney-client communications or regulatory compliance or curative efforts regarding the Assetsattorney work product, and any matters or liabilities concerning the Assets which are to be assumed by Buyer, which shall be furnished to Buyer), and all other records and documents subject to confidentiality provisions, claims of privilege or other restrictions on access access; 1.2.2 All separate geophysical data (licensed or transfer; providedproprietary) and the associated licensing agreements and seismic licenses between Seller and third parties, however, that Seller willif any, and at no cost any and all geophysical interpretations and proprietary or expense licensed raw or processed geophysical data (including magnetic tapes, field notes, seismic lines, analyses and similar data or information) and interpretations therefrom which cannot be transferred without the consent of or payment to Seller, request waivers of such restrictionsany third party; (b) Except for geological and geophysical data included in the Assets, all of Seller’s intellectual property rights, patents, copyrights, names, marks, logos, proprietary software and derivatives therefrom; (c) 1.2.3 Subject to the provisions of Section 11.215.1, all rights and claims arising, occurring, or existing in favor of or against Seller prior to the Effective Time, Date including, but not limited to, any and all contract rights, claims, penalties, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mis-paymentsmispayments, erroneous payments, personal or corporate injury, property damagesdamage, royalty and other rights and claims of any nature in favor of Seller relating to any time period prior to the Effective TimeDate; (d) 1.2.4 All corporate, financial, and tax records of Seller; however, Buyer shall be entitled to be furnished with copies of any financial and tax records, other than income tax records, at Buyer’s insurance contracts sole cost and expense which directly relate, in the opinion of Seller, to the Assets, or which are necessary for Buyer’s ownership, administration, or operation of the Assets upon receipt by Seller of a written request from Buyer indicating its desire to obtain copies, and the purpose for same; 1.2.5 All rights, titles, claims and interests of Seller related to the Assets for all periods prior to the Effective Time Date (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or letter of credit or other security devicebond, or (iii) relating to any insurance or condemnation proceeds or awards; 1.2.6 All oil, gas and other liquid or gaseous hydrocarbons produced from or attributable to Seller’s interest in the Assets with respect to all periods prior to the Effective Date, together with all proceeds from the sale of such hydrocarbons; 1.2.7 Claims of Seller for refund of or loss carry forwards with respect to (i) production, windfall profit, severance, ad valorem or any other taxes attributable to the Assets for any period prior to the Effective Date, (ii) income or franchise taxes; 1.2.8 All amounts due or payable to Seller as adjustments or refunds under any contracts or agreements affecting the Assets, with respect to periods prior to the Effective Date, specifically including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties; 1.2.9 All amounts due or payable to Seller as adjustments to insurance premiums related to the Assets for all periods prior to the Effective TimeDate; (e) Claims of Seller for any refund of or loss carry forward with respect to (i) production, severance, ad valorem or any other taxes attributable 1.2.10 Subject to the Assets for any period prior to the Effective Timeterms hereof, and (ii) income, occupational or franchise taxes; (f) All all monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the ownership or operation thereof prior to the Effective Time, including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties to the extent attributable to the period prior to the Effective TimeDate; (g) 1.2.11 All of Seller’s patents, trade secrets, copyrights, names, marks and logos; 1.2.12 All rights, obligations, benefits, awards, judgments, settlements, if any, applicable to any litigation pending in which Seller is a named claimant or plaintiff or holds beneficial rights or interests, to the extent related to periods prior to the Effective Time and to the extent the same would not impose any liabilities or restrictions on Buyer on or after the Effective Time regarding the Assets; (h) All telecommunication 1.2.13 Seller’s offshore service agreements and communications equipment and services, WARS control stations and computers, but excluding SCADA hardware and software; (i) Any credit agreement, loan agreement, promissory notes, as well as any mortgages, security charter party agreements, pledge agreements storage or similar agreements or instruments securing obligations for borrowed money;warehouse agreements, supplier contracts, service contracts, insurance contracts, and construction agreements; and (j) Intentionally Deleted; (k) Any future derivative1.2.14 Those items listed on Exhibit A, swap, collar, put, call, cap, option or other contract that is intended to benefit from, relate to, or reduce or eliminate the risk of fluctuations in interest rates, basis risk or the price of commodities, including Hydrocarbons;Schedule 8.

Exclusions and Reservations. Specifically excepted and reserved from this transaction are the followingfollowing (and the following shall not be “Assets” for purposes of this Agreement), hereinafter referred to as the “Excluded Assets”: (a) Seller’s corporate records, financial and tax records unrelated to the Assets, reserve estimates and reports, economic analyses, computer programs and applications, pricing forecasts, legal files, legal opinions, attorney-client communications, and attorney work product (except abstracts of title, title opinions, certificates of title, and title curative documents related to the Assets, environmental or regulatory compliance or curative efforts regarding the Assets, and any matters or liabilities concerning the Assets which are to be assumed by Buyer, which shall be furnished to Buyer), and all other records and documents subject to confidentiality provisions, or other restrictions on access or transfer; provided, however, that Seller will, upon Xxxxx’s request and at no cost or expense to Seller, request waivers of such restrictions; (b) Except for geological and geophysical data included in the Assets, all All of Seller’s intellectual property rights, patents, copyrights, namesnames (including, without limitation, all rights to the name, “Dune”), marks, logos, proprietary software and derivatives therefromtherefrom (including, without limitation, field-direct software and other licensed software); (c) Subject to the provisions of Section 11.2, all rights and claims arising, occurring, or existing in favor of or against Seller prior to the Effective Time, including, but not limited to, any and all contract rights, claims, penalties, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mis-paymentsmispayments, erroneous payments, personal or corporate injury, property damages, royalty and other rights and claims of any nature in favor of Seller relating to any time period prior to the Effective Time; (d) All of Seller’s insurance contracts and rights, titles, claims and interests of Seller related to the Assets for all periods prior to the Effective Time (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or letter of credit or other security device, or (iii) relating to any insurance or condemnation proceeds or awards, together with all amounts due or payable to Seller as adjustments to insurance premiums related to the Assets for all periods prior to the Effective Time; (e) Claims of Seller for any refund of or loss carry forward with respect to (i) production, severance, ad valorem or any other taxes attributable to the Assets for any period prior to the Effective Time, and (ii) income, occupational or franchise taxes; (f) All monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the ownership or operation thereof prior to the Effective Time, including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties to the extent attributable to the period prior to the Effective Time; (g) All rights, obligations, benefits, awards, judgments, settlements, if any, applicable to any litigation pending as of the Effective Time in which Seller is a named claimant or plaintiff or holds beneficial rights or interests, to the extent related to periods prior to the Effective Time and to the extent the same would not impose any liabilities or restrictions on Buyer on or after the Effective Time regarding the AssetsTime; (h) all interpreted geological and geophysical data that cannot be transferred without the consent of or payment to any third party; (i) all Hydrocarbons produced or sold from the Assets (and any proceeds attributable thereto) with respect to all periods prior to the Effective Time; (j) all personal computers and associated peripherals, other than those personal computers described on Exhibit C; (k) vessels or boats not described on Exhibit C; (1) personal property or vehicles located on such leased sites which are not related to any one or more of the Assets or are temporarily located thereon; (m) All telecommunication and communications equipment and services, WARS control stations and computers, but excluding SCADA hardware and software;not located on the Assets; and (in) Any credit agreement, loan agreement, promissory notes, any other assets identified as well as any mortgages, security agreements, pledge agreements excluded or similar agreements or instruments securing obligations for borrowed money; (j) Intentionally Deleted; (k) Any future derivative, swap, collar, put, call, cap, option or other contract that is intended to benefit from, relate to, or reduce or eliminate the risk of fluctuations in interest rates, basis risk or the price of commodities, including Hydrocarbons;retained on Schedule 1.2(i).

Exclusions and Reservations. Specifically excepted and reserved from this transaction the Assets are the following, hereinafter referred to as the “Excluded Assets”: (a) Seller’s corporate records, financial and tax records unrelated to the Assets, reserve estimates and reports, economic analyses, computer programs and applications, pricing forecasts, legal files, legal opinions, attorney-client communications, and attorney work product reports (except abstracts of title, title opinions, certificates of title, and title curative documents related to the AssetsAssets which shall be furnished to the Buyer), environmental or regulatory compliance or curative efforts regarding economic analyses, computer programs and applications unrelated to the Assets, pricing forecasts, legal files and legal opinions (other than any matters such files or liabilities concerning the Assets which are opinions that relate to be assumed by BuyerAssumed Obligations, all of which shall be furnished to Buyer), attorney-client communications, and attorney work product, and all other records and documents (other than the Contracts set forth on Schedule 1.1(a)(v) subject to confidentiality provisions, provisions or other restrictions on access or transfer); provided, however, that Seller will, upon Buyer’s request and at no cost or expense to Seller, request waivers of such restrictions; (b) Except for geological and geophysical data included Unless the Parties otherwise agree in the Assetswriting, all of Seller’s intellectual property rights, including without limitation, patents, pending patents, trade secrets, copyrights, names, marks, logos, and proprietary software and derivatives therefrom; (c) Subject to the provisions of Section 11.2, all All rights and claims against third parties arising, occurring, or existing in favor of or against Seller prior to the Effective Time, to the extent any such right or claim relates to any time period prior to the Effective Time and is not related to an Assumed Obligation of Buyer, including, but not limited to, any and all contract rights, claims, penalties, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mis-paymentsmispayments, erroneous payments, personal or corporate injury, property damages, royalty payments and other rights and claims of any nature in favor of Seller relating to any time period prior to the Effective Timenature; (d) All Subject to the provisions of Section 11.2, all of Seller’s insurance contracts set forth on Schedule 1.2(d) and all rights, titles, claims and interests of Seller related to the Assets for all periods prior to the Effective Time (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or letter of credit or other security device, or (iii) relating to any insurance or condemnation proceeds or awards, together with all amounts due or payable to Seller as adjustments to insurance premiums related to the Assets for all periods prior to the Effective Time; (e) Claims of Seller for any refund of or loss carry forward with respect to (i) production, severance, ad valorem or any other taxes attributable to the Assets for any period prior to the Effective Time, and (ii) income, occupational or franchise taxes; (f) All monies, cash, deposits, checks in the process of collection, cash equivalents, accounts, notes receivable, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable which are for the account of Seller pursuant to the Assets or the ownership or operation thereof prior to the Effective Time, including, without limitation, amounts recoverable from audits under operating agreements and any overpayments terms of royalties to the extent attributable to the period prior to the Effective TimeSection 3.1; (g) All rights, obligations, benefits, awards, judgments, settlements, if any, applicable to any litigation pending in which Seller is a named claimant or plaintiff or holds beneficial rights or interests, to the extent related to interests for periods prior to the Effective Time and to the extent the same would which is not impose any liabilities or restrictions on Buyer on or after the Effective Time regarding the Assetsan Assumed Obligation of Buyer; (h) All telecommunication swap, futures or derivative contacts to which Seller is a party and communications equipment and services, WARS control stations and computers, but excluding SCADA hardware and software;backed by or related to the Assets; and (i) Any credit agreement, loan agreement, promissory notes, other assets identified as well as any mortgages, security agreements, pledge agreements excluded or similar agreements or instruments securing obligations for borrowed money; (j) Intentionally Deleted; (k) Any future derivative, swap, collar, put, call, cap, option or other contract that is intended to benefit from, relate to, or reduce or eliminate the risk of fluctuations in interest rates, basis risk or the price of commodities, including Hydrocarbons;retained on Schedule 1.2(i).

Exclusions and Reservations. Specifically excepted and reserved from this transaction are the following, including those items described on Exhibit "A-3", hereinafter referred to as the “"Excluded Assets”": (a) Any of Seller’s corporate records, financial and tax records unrelated to the Assets, 's reserve estimates and reportsestimates, economic analyses, computer programs and applications, pricing forecasts, legal files, legal opinions, attorney-client communications, and attorney work product (except abstracts of title, title opinions, certificates of title, title curative documents related to the Assets, environmental opinions or regulatory compliance or curative efforts regarding the Assets, and any matters or liabilities concerning the Assets which are to be assumed by Buyer, which shall be furnished to Buyer), and all other records and documents subject to confidentiality provisionsanalyses, or other restrictions on access information considered by Seller as confidential or transfer; provided, however, that Seller will, and at no cost or expense to Seller, request waivers of such restrictionsprotected by "Attorney-Client Privilege"; (b) Except for geological and geophysical data included in the Assets, all of Seller’s intellectual property rights, patents, copyrights, names, marks, logos, proprietary software and derivatives therefrom; (c) Subject to the provisions of Section 11.2, all rights and claims arising, occurring, or existing in favor of or against Seller prior to the Effective Time, Date including, but not limited to, any and all contract rights, claims, penalties, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mis-paymentsmispayments, erroneous payments, personal or corporate injury, property damagesdamage, royalty and or other rights and claims of any nature in favor of Seller relating to any time period prior to the Effective TimeDate; (c) All corporate, financial, and tax records of Seller; however, Buyer shall be entitled to receive copies of any financial and tax records which directly relate to the Assets, or which are necessary for Buyer's ownership, administration, or operation of the Assets; d) All of Seller’s insurance contracts and rights, titles, claims and interests of Seller related to the Assets for all periods prior to the Effective Time Date (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or letter of credit or other security devicebond, or (iii) relating to any insurance or condemnation proceeds or awards; e) All hydrocarbons produced from or attributable to Seller's interest in the Assets with respect to all periods prior to the Effective Date, which are removed or sold by Seller within 30 days of the Effective Date, together with all proceeds from or of such hydrocarbons; f) Claims of Seller for refund of or loss carry forwards with respect to (i) production, windfall profit, severance, ad valorem or any other taxes attributable to the Assets for any period prior to the Effective Date, (ii) income or franchise taxes; g) All amounts due or payable to Seller as adjustments or refunds under any contracts or agreements affecting the Assets for all periods prior to the Effective Date; h) All amounts due or payable to Seller as adjustments to insurance premiums related to the Assets for all periods prior to the Effective TimeDate; (e) Claims of Seller for any refund of or loss carry forward with respect to (i) production, severance, ad valorem or any other taxes attributable Subject to the Assets for any period prior to the Effective Timeterms hereof, and (ii) income, occupational or franchise taxes; (f) All all monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the ownership or operation thereof prior to the Effective Time, including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties to the extent attributable to the period prior to the Effective Time;Date; and (gj) All rightsSeller's patents, obligationstrade secrets, benefitscopyrights, awardsnames, judgments, settlements, if any, applicable to any litigation pending in which Seller is a named claimant or plaintiff or holds beneficial rights or interests, to the extent related to periods prior to the Effective Time marks and to the extent the same would not impose any liabilities or restrictions on Buyer on or after the Effective Time regarding the Assets; (h) All telecommunication and communications equipment and services, WARS control stations and computers, but excluding SCADA hardware and software; (i) Any credit agreement, loan agreement, promissory notes, as well as any mortgages, security agreements, pledge agreements or similar agreements or instruments securing obligations for borrowed money; (j) Intentionally Deleted; (k) Any future derivative, swap, collar, put, call, cap, option or other contract that is intended to benefit from, relate to, or reduce or eliminate the risk of fluctuations in interest rates, basis risk or the price of commodities, including Hydrocarbons;logos.