Common use of Oil and Gas Reserves Clause in Contracts

Oil and Gas Reserves. Each Loan Party and each of its Subsidiaries is and will hereafter be, in all material respects, the owner of the Oil and Gas that it purports to own from time to time in and under its Oil and Gas Properties, together with the right to produce the same. The Oil and Gas Properties are not subject to any Lien other than as set forth in the financial statements referred to in Section 6.14, as disclosed to the Lenders in writing prior to the date of this Agreement and Permitted Liens. All Oil and Gas have been and will hereafter be produced, sold and delivered in accordance in all material respects with all applicable laws and regulations of governmental authority; each of the Loan Parties and its Subsidiaries has complied in all material respects and will hereafter use commercially reasonable efforts to comply with all material terms of each oil, gas and mineral lease and any other agreement comprising its Oil and Gas Properties; and all such oil, gas and mineral leases and other agreements have been and will hereafter be maintained in full force and effect. Provided, however that nothing in this Section 6.10 shall prevent any Loan Party or its Subsidiaries from abandoning any well or forfeiting, surrendering, releasing or defaulting under any lease in the ordinary course of business which is not disadvantageous in any way to the Lenders and which, in the opinion of such Loan Party, is in its best interest, and such Loan Party and its Subsidiaries is and will hereafter be in compliance with all obligations hereunder. All of the Loan Parties’ and their Subsidiaries’ Operating Agreements and Operating Leases with respect to their Oil and Gas Properties are and will hereafter be enforceable in all material respects in accordance with their terms except as such may be modified by applicable bankruptcy law or an order of a court in equity.

Oil and Gas Reserves. Each Loan Breitburn Party and each of its Restricted Subsidiaries is and will hereafter be, in all material respects, the owner of the Oil and Gas that it purports to own from time to time in and under its Oil and Gas Properties, together with the right to produce the same. The Oil and Gas Properties are not subject to any Lien other than as set forth in the financial statements referred to in Section 6.14, as disclosed to the Lenders in writing prior to the date of this Agreement and Permitted Liens. All Oil and Gas have has been and will hereafter be produced, sold and delivered in accordance in all material respects with all applicable laws and regulations of governmental authorityany Governmental Authority; each of the Loan Breitburn Parties and its Restricted Subsidiaries has complied in all material respects and will hereafter use commercially reasonable efforts to comply with all material terms of each oil, gas and mineral lease and any other agreement comprising its Oil and Gas Properties; and all such oil, gas and mineral leases and other agreements have been and will hereafter be maintained in full force and effect. Provided; provided, however that nothing in this Section 6.10 1(j) shall prevent any Loan Breitburn Party or its Restricted Subsidiaries from x) abandoning any well or forfeiting, surrendering, releasing or defaulting under any lease in the ordinary course of business which is not disadvantageous in any way material respect to the Lenders Holders and which, in the opinion of such Loan Breitburn Party, is in its best interest, and such Loan Breitburn Party and its Restricted Subsidiaries is and will hereafter be in compliance with all obligations hereunder and xi) making any disposition permitted hereunder. All of the Loan Breitburn Parties’ and their Restricted Subsidiaries’ Operating Agreements operating agreements and Operating Leases operating leases with respect to their Oil and Gas Properties are and will hereafter be enforceable in all material respects in accordance with their terms except as such may be modified by applicable bankruptcy law or an order of a court in equity.

Oil and Gas Reserves. Each Loan Party The Company and each of its Subsidiaries Guarantor is and will hereafter be, in all material respects, the owner of the Oil and Gas that it purports to own from time to time in and under its Oil and Gas Properties, together with the right to produce the same. The Oil and Gas Properties are not subject to any Lien other than as set forth in the financial statements referred to in Section 6.14, as disclosed in such financial statements to the Lenders in writing prior to the date of this Agreement Effective Time and Permitted Liens. All Oil and Gas have has been and will hereafter be produced, sold and delivered by the Company and the Guarantors in accordance in all material respects with all applicable laws and regulations of governmental authorityevery Governmental Authority except such laws and regulations, the failure to comply with could not reasonably be expected to have a Material Adverse Effect; each of the Loan Parties Company and its Subsidiaries the Guarantors has complied in all material respects (from the time of acquisition by the Company or a Subsidiary) and will hereafter use commercially reasonable efforts to comply in all material respects with all material terms of each oil, gas and mineral lease and any other agreement comprising its Oil and Gas Properties; and all such oil, gas and mineral leases and other agreements under which the Company or a Guarantor is a lessee or co-lessee have been and will hereafter be maintained in full force and effect. Provided; provided, however however, that nothing in this Section 6.10 shall prevent the Company or any Loan Party or its Subsidiaries Guarantor from abandoning disposing of any well or forfeiting, surrendering, releasing or defaulting under any lease Property in accordance with Section 8.2. To the ordinary course of business which is not disadvantageous in any way to the Lenders and which, in the opinion of such Loan Party, is in its best interest, and such Loan Party and its Subsidiaries is and will hereafter be in compliance with all obligations hereunder. All knowledge of the Loan Parties’ Company and their Subsidiaries’ Operating Agreements and Operating Leases with respect to their the Guarantors, all of the Hydrocarbon Interests comprising its Oil and Gas Properties are and will hereafter be enforceable in all material respects in accordance with their terms terms, except as such may be modified by applicable bankruptcy law or an order of a court in equityequity and except to the extent the failure to be enforceable could not reasonably be expected to have a Material Adverse Effect.

Oil and Gas Reserves. Each Other than as a result of the Chapter 11 Cases, each Loan Party and each of its Subsidiaries is and will hereafter be, in all material respects, the owner of the Oil and Gas that it purports to own from time to time in and under its Oil and Gas Properties, together with the right to produce the same. The Oil and Gas Properties are not subject to any Lien other than as set forth in the financial statements referred to in Section 6.14, as disclosed to the Lenders in writing prior to the date of this Agreement and Permitted LiensLiens and the Carve-Out. All Oil and Gas have been and will hereafter be produced, sold and delivered in accordance in all material respects with all applicable laws and regulations of governmental authorityany Governmental Authority; each of the Loan Parties and its Subsidiaries has complied in all material respects and will hereafter use commercially reasonable efforts to comply with all material terms of each oil, gas and mineral lease and any other agreement comprising its Oil and Gas Properties; and all such oil, gas and mineral leases and other agreements have been and will hereafter be maintained in full force and effect. Provided; provided, however however, that nothing in this Section 6.10 shall prevent any Loan Party or its Subsidiaries from (i) abandoning any well or forfeiting, surrendering, releasing or defaulting under any lease in the ordinary course of business which is not disadvantageous in any way material respect to the Lenders and which, in the opinion of such Loan Party, is in its best interest, and such Loan Party and its Subsidiaries is and will hereafter be in compliance with all obligations hereunder and (ii) making any Disposition permitted hereunder. All of the Loan Parties’ and their Subsidiaries’ Operating Agreements and Operating Leases with respect to their Oil and Gas Properties are and will hereafter be enforceable in all material respects in accordance with their terms except as such may be modified by applicable bankruptcy law or an order of a court in equity.

Oil and Gas Reserves. Each Loan Breitburn Party and each of its Restricted Subsidiaries is and will hereafter be, in all material respects, the owner of the Oil and Gas that it purports to own from time to time in and under its Oil and Gas Properties, together with the right to produce the same. The Oil and Gas Properties are not subject to any Lien other than as set forth in the financial statements referred to in Section 6.14, as disclosed to the Lenders in writing prior to the date of this Agreement and Permitted Liens. All Oil and Gas have has been and will hereafter be produced, sold and delivered in accordance in all material respects with all applicable laws and regulations of governmental authorityany Governmental Authority; each of the Loan Breitburn Parties and its Restricted Subsidiaries has complied in all material respects and will hereafter use commercially reasonable efforts to comply with all material terms of each oil, gas and mineral lease and any other agreement comprising its Oil and Gas Properties; and all such oil, gas and mineral leases and other agreements have been and will hereafter be maintained in full force and effect. Provided; provided, however that nothing in this Section 6.10 1(j) shall prevent any Loan Breitburn Party or its Restricted Subsidiaries from (i) abandoning any well or forfeiting, surrendering, releasing or defaulting under any lease in the ordinary course of business which is not disadvantageous in any way material respect to the Lenders Holders and which, in the opinion of such Loan Breitburn Party, is in its best interest, and such Loan Breitburn Party and its Restricted Subsidiaries is and will hereafter be in compliance with all obligations hereunder and (ii) making any disposition permitted hereunder. All of the Loan Breitburn Parties’ and their Restricted Subsidiaries’ Operating Agreements operating agreements and Operating Leases operating leases with respect to their Oil and Gas Properties are and will hereafter be enforceable in all material respects in accordance with their terms except as such may be modified by applicable bankruptcy law or an order of a court in equity.

Oil and Gas Reserves. Each Loan Party The Company and each of its Subsidiaries Guarantor is and will hereafter be, in all material respects, the owner of the Oil and Gas that it purports to own from time to time in and under its Oil and Gas Properties, together with the right to produce the same. The Oil and Gas Properties are not subject to Credit Agreement any Lien other than as set forth in the financial statements referred to in Section 6.14, as disclosed to the Lenders in writing prior to the date of this Agreement and Permitted Liens. All Oil and Gas have been and will hereafter be produced, sold and delivered in accordance in all material respects with all applicable laws and regulations of governmental authority; each of the Loan Parties Company and its Subsidiaries the Guarantors has complied in all material respects and will hereafter use commercially reasonable efforts to comply with all material terms of each oil, gas and mineral lease and any other agreement comprising its Oil and Gas Properties; and all such oil, gas and mineral leases and other agreements have been and will hereafter be maintained in full force and effect. Provided, however that nothing in this Section 6.10 shall prevent the Company or any Loan Party or its Subsidiaries Guarantor from abandoning any well or forfeiting, surrendering, releasing or defaulting under any lease in the ordinary course of business which is not disadvantageous in any way to the Lenders and which, in the opinion of the Company or such Loan PartyGuarantor, is in its best interest, and such Loan Party the Company and its Subsidiaries each Guarantor is and will hereafter be in compliance with all obligations hereunder. All of the Loan Parties’ Company’s and their Subsidiaries’ each Guarantor’s Operating Agreements and Operating Leases with respect to their its Oil and Gas Properties are and will hereafter be enforceable in all material respects in accordance with their terms except as such may be modified by applicable bankruptcy law or an order of a court in equity.

Oil and Gas Reserves. Each Loan Party and each of its Subsidiaries is and will hereafter be, in all material respects, the owner of the Oil and Gas that it purports to own from time to time in and under its Oil and Gas Properties, together with the right to produce the same. The Oil and Gas Properties are not subject to any Lien other than as set forth in the financial statements referred to in Section 6.14, as disclosed to the Lenders in writing prior to the date of this Agreement and Permitted Liens. All Oil and Gas have been and will hereafter be produced, sold and delivered in accordance in all material respects with all applicable laws and regulations of governmental govern­mental authority; each of the Loan Parties and its Subsidiaries has complied in all material respects and will hereafter use commercially reasonable efforts to comply with all material terms of each oil, gas and mineral lease and any other agreement comprising its Oil and Gas Properties; and all such oil, gas and mineral leases and other agreements have been and will hereafter be maintained in full force and effect. Provided, however that nothing in this Section 6.10 shall prevent any Loan Party or its Subsidiaries from abandoning any well or forfeiting, surrendering, releasing or defaulting under any lease in the ordinary course of business which is not disadvantageous in any way to the Lenders and which, in the opinion of such Loan Party, is in its best interest, and such Loan Party and its Subsidiaries is and will hereafter be in compliance with all obligations hereunder. All of the Loan Parties’ and their Subsidiaries’ Party’s Operating Agreements and Operating Leases with respect to their its Oil and Gas Properties are and will hereafter be enforceable in all material respects in accordance with their terms except as such may be modified by applicable bankruptcy law or an order of a court in equity.

Oil and Gas Reserves. Each Except for Immaterial Title Deficiencies, each Loan Party and each of its Subsidiaries is and will hereafter be, in all material respects, be the owner of the Oil and Gas Reserves that it purports to own from time to time in and under its the Oil and Gas Properties, together with the right to produce the same. The Such Oil and Gas Properties are not subject to any Lien other than as set forth in the financial statements referred to in Section 6.14, as disclosed to the Lenders in writing prior to the date of this Agreement and Permitted Liens. All Oil and Gas have has been and will hereafter be produced, sold and delivered in accordance in all material respects with all applicable laws and regulations Requirements of governmental authorityLaw; each of the Loan Parties and its Subsidiaries Party has complied in all material respects and will hereafter use commercially reasonable efforts to comply with all material terms of each oil, gas and mineral lease and any other agreement comprising its the Oil and Gas Properties; Properties and all such oil, gas and mineral leases and other agreements have been and will hereafter be maintained in full force and effectmaterial Contractual Obligations related thereto. Provided, however that nothing Nothing in this Section 6.10 5.11 shall prevent any such Loan Party or its Subsidiaries from abandoning any well or forfeiting, surrendering, releasing or defaulting under any lease in the ordinary course of business which is not disadvantageous in any way to the Lenders and which, in the opinion of such Loan Party, is in its the best interestinterest of such Loan Party, and such Loan Party and its Subsidiaries is and will hereafter be in compliance with all obligations hereunder, unless such abandonment, forfeiture, surrender, release or default would result in a Material Adverse Effect. All · Hydrocarbon Interests. Subject to Section 6.04, Schedule 5.12 contains a full and complete list of all Hydrocarbon Interests held by the Loan Parties and the “working interests” and the “net revenue interest” of the Loan Parties’ Parties set forth therein. With the exception of Immaterial Title Deficiencies, all Hydrocarbon Interests are valid, subsisting, and their Subsidiaries’ in full force and effect, and all rentals, royalties, and other amounts due and payable in respect thereof have been duly paid, except where failure to so pay any such amounts could not reasonably be expected to have a Material Adverse Effect. Without regard to any consent or non-consent provisions of any joint operating agreement covering any Loan Party’s Hydrocarbon Interests, and with the exception of Immaterial Title Deficiencies, each Loan Party’s share of (a) the costs for each Hydrocarbon Interest is not greater than the decimal fraction set forth in Schedule 5.12 attached hereto, before and after payout, as the case may be, and described therein by the respective designations “working interests”, “WI”, “gross working interest”, “GWI”, or similar terms, and (b) production from, allocated to, or attributed to each such Hydrocarbon Interest is not less than the decimal fraction set forth in Schedule 5.12 attached hereto, before and after payout, as the case may be, and described therein by the designations “net revenue interest,” “NRI,” or similar terms. There are no funds in respect of any well drilled in respect of each Hydrocarbon Interest described in Schedule 5.12 attached hereto being presently held in suspense, other than any such funds being held in suspense pending delivery of appropriate division orders. Each producing well in respect of each Hydrocarbon Interest described in Schedule 5.12 has been drilled, bottomed, completed, and operated in compliance, in all material respects, with all Requirements of Law and no such well which is currently producing Hydrocarbons is subject to any penalty in production by reason of such well having produced in excess of its allowable production. · Operator. To the extent Westside Operating Agreements and Operating Leases with respect to their is the Operator of the wxxxx located on the Oil and Gas Properties are Properties, Westside Operating has obtained and will hereafter be enforceable is in compliance with all material respects in accordance with their terms Requirements of Law, except as such may be modified by applicable bankruptcy law or an order of where failure to comply is not reasonably expected to have a court in equityMaterial Adverse Effect.

Oil and Gas Reserves. Each Loan Party and each of its Subsidiaries is and will hereafter be, in all material respects, the owner of the Oil and Gas that it purports to own from time to time in and under its Oil and Gas Properties, together with the right to produce the same. The Oil and Gas Properties are not subject to any Lien other than as set forth in the financial statements referred to in Section 6.14, as disclosed to the Lenders in writing prior to the date of this Agreement and Permitted Liens. All Oil and Gas have been and will hereafter be produced, sold and delivered in accordance in all material respects with all applicable laws and regulations of governmental authority; each of the Loan Parties and its Subsidiaries has complied in all material respects and will hereafter use commercially reasonable efforts to comply with all material terms of each oil, gas and mineral lease and any other agreement comprising its Oil and Gas Properties; and all such oil, gas and mineral leases and other agreements have been and will hereafter be maintained in full force and effect. Provided, however that nothing in this Section 6.10 shall prevent any Loan Party or its Subsidiaries from abandoning any well or forfeiting, surrendering, releasing or defaulting under any lease in the ordinary course of business which is not disadvantageous in any way to the Lenders and which, in the opinion of such Loan Party, is in its best interest, and such Loan Party and its Subsidiaries is and will hereafter be in compliance with all obligations hereunder. All of the Loan Parties’ and their Subsidiaries’ Party's Operating Agreements and Operating Leases with respect to their its Oil and Gas Properties are and will hereafter be enforceable in all material respects in accordance with their terms except as such may be modified by applicable bankruptcy law or an order of a court in equity.

Oil and Gas Reserves. Each Loan Party The Company and each of its Subsidiaries Guarantor is and will hereafter be, in all material respects, the owner of the Oil and Gas that it purports to own from time to time in and under its Oil and Gas Properties, together with the right to produce the same. The Oil and Gas Properties are not subject to any Lien other than as set forth in the financial statements referred to in Section 6.14, as disclosed in such financial statements to the Lenders in writing prior to the date of this Agreement Restatement Effective Time and Permitted Liens. All Oil and Gas have has been and will hereafter be produced, sold and delivered by the Company and the Guarantors in accordance in all material respects with all applicable laws and regulations of governmental authorityevery Governmental Authority except such laws and regulations, the failure to comply with which could not reasonably be expected to have a Material Adverse Effect; each of the Loan Parties Company and its Subsidiaries the Guarantors has complied in all material respects (from the time of acquisition by the Company or a Subsidiary) and will hereafter use commercially reasonable efforts to comply in all material respects with all material terms of each oil, gas and mineral lease and any other agreement comprising its Oil and Gas Properties; and all such oil, gas and mineral leases and other agreements under which the Company or a Guarantor is a lessee or co-lessee have been and will hereafter be maintained in full force and effect. Provided; provided, however however, that nothing in this Section 6.10 shall prevent the Company or any Loan Party or its Subsidiaries Guarantor from abandoning disposing of any well or forfeiting, surrendering, releasing or defaulting under any lease Property in accordance with Section 8.2. To the ordinary course of business which is not disadvantageous in any way to the Lenders and which, in the opinion of such Loan Party, is in its best interest, and such Loan Party and its Subsidiaries is and will hereafter be in compliance with all obligations hereunder. All knowledge of the Loan Parties’ Company and their Subsidiaries’ Operating Agreements and Operating Leases with respect to their the Guarantors, all of the Hydrocarbon Interests comprising its Oil and Gas Properties are and will hereafter be enforceable in all material respects in accordance with their terms terms, except as such may be modified by applicable bankruptcy law or an order of a court in equityequity and except to the extent the failure to be enforceable could not reasonably be expected to have a Material Adverse Effect.

Oil and Gas Reserves. Each Loan Party The Company and each of its Subsidiaries Guarantor is and will hereafter be, in all material respects, the owner of the Oil and Gas that it purports to own from time to time in and under its Oil and Gas Properties, together with the right to produce the same. The Oil and Gas Properties are not subject to any Lien other than as set forth in the financial statements referred to in Section 6.14, as disclosed in such financial statements to the Lenders in writing prior to the date of this Agreement Effective Time and Permitted Liens. All Oil and Gas have has been and will hereafter be produced, sold and delivered by the Company and the Guarantors in accordance in all material respects with all applicable laws and regulations of governmental authorityevery Governmental Authority except such laws and regulations, the failure to comply with which could not reasonably be expected to have a Material Adverse Effect; each of the Loan Parties Company and its Subsidiaries the Guarantors has complied in all material respects (from the time of acquisition by the Company or a Subsidiary) and will hereafter use commercially reasonable efforts to comply in all material respects with all material terms of each oil, gas and mineral lease and any other agreement comprising its Oil and Gas Properties; and all such oil, gas and mineral leases and other agreements under which the Company or a Guarantor is a lessee or co-lessee have been and will hereafter be maintained in full force and effect. Provided; provided, however however, that nothing in this Section 6.10 shall prevent the Company or any Loan Party or its Subsidiaries Guarantor from abandoning disposing of any well or forfeiting, surrendering, releasing or defaulting under any lease Property in accordance with Section 8.2. To the ordinary course of business which is not disadvantageous in any way to the Lenders and which, in the opinion of such Loan Party, is in its best interest, and such Loan Party and its Subsidiaries is and will hereafter be in compliance with all obligations hereunder. All knowledge of the Loan Parties’ Company and their Subsidiaries’ Operating Agreements and Operating Leases with respect to their the Guarantors, all of the Hydrocarbon Interests comprising its Oil and Gas Properties are and will hereafter be enforceable in all material respects in accordance with their terms terms, except as such may be modified by applicable bankruptcy law or an order of a court in equityequity and except to the extent the failure to be enforceable could not reasonably be expected to have a Material Adverse Effect.