Common use of Oil and Gas Reserves Clause in Contracts

Oil and Gas Reserves. Each 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 Permitted Liens. All Oil and Gas has been and will hereafter be produced, sold and delivered in accordance in all material respects with all applicable laws and regulations of any Governmental Authority; each of the 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, however that nothing in this Section 1(j) shall prevent any 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 material respect to the Holders and which, in the opinion of such Breitburn Party, is in its best interest, and such 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 Breitburn Parties’ and their Restricted 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 Breitburn Party The Borrower and each of its Restricted Subsidiaries Subsidiary is and will hereafter be, in all material respects, the owner of the Oil and Gas Hydrocarbon Interests 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 Hydrocarbon Interests are not subject to any Lien other than Permitted Liens. All Oil and Gas has have been and will hereafter be produced, sold and delivered in accordance in all material respects with all applicable laws and regulations of any Governmental Authorityregulations; each of the Breitburn Parties Borrower 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 PropertiesHydrocarbon Interests; and all such oil, gas and mineral leases and other agreements have been and will hereafter be maintained in full force and 52 effect; providedPROVIDED, however HOWEVER, that nothing in this Section 1(j) SECTION 6.22 shall prevent any Breitburn Party the Borrower or its Restricted Subsidiaries from x(a) selling or otherwise disposing of assets as permitted by SECTION 7.2.9 or (b) abandoning any well or forfeiting, surrendering, releasing or defaulting under any lease in the ordinary course of business which is not disadvantageous in any material respect to the Holders and which, in the opinion of such Breitburn Partythe Borrower or its Subsidiaries, is in its best interest, and such Breitburn Party PROVIDED, THAT the Borrower and its Restricted Subsidiaries is and will hereafter be in compliance with all obligations hereunder and xi) making any disposition permitted hereunder. All To the best of the Breitburn Parties’ knowledge of the Borrower all agreements pursuant to which Borrower and its Subsidiaries own their Restricted Subsidiaries’ operating agreements and operating leases with respect to their Oil and Gas Properties Hydrocarbon Interests 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 Breitburn Party The Borrower and each of its Restricted Subsidiaries Subsidiary is and will hereafter be, in all material respects, the owner of the Oil and Gas Hydrocarbon Interests 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 Hydrocarbon Interests are not subject to any Lien other than Permitted Liens. All Oil and Gas has have been and will hereafter be produced, sold and delivered in accordance in all material respects with all applicable laws and regulations of any Governmental Authorityregulations; each of the Breitburn Parties Borrower 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 PropertiesHydrocarbon Interests; and all such oil, gas and mineral leases and other agreements have been and will hereafter be maintained in full force and effect; providedPROVIDED, however HOWEVER, that nothing in this Section 1(j) SECTION 6.21 shall prevent any Breitburn Party the Borrower or its Restricted Subsidiaries from x(a) selling or otherwise disposing of assets as permitted by SECTION 7.2.9 or (b) abandoning any well or forfeiting, surrendering, releasing or defaulting under any lease in the ordinary course of business which is not disadvantageous in any material respect to the Holders and which, in the opinion of such Breitburn Partythe Borrower or its Subsidiaries, is in its best interest, and such Breitburn Party PROVIDED, THAT the Borrower and its Restricted Subsidiaries is and will hereafter be in compliance with all obligations hereunder and xi) making any disposition permitted hereunder. All To the best of the Breitburn Parties’ knowledge of the Borrower all agreements pursuant to which Borrower and its Subsidiaries own their Restricted Subsidiaries’ operating agreements and operating leases with respect to their Oil and Gas Properties Hydrocarbon Interests 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 Breitburn Party The Borrower and each of its Restricted Subsidiaries MarkWest Inc. Operating Subsidiary is and will hereafter be, in all material respects, the owner of the Oil and Gas Hydrocarbon Interests 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 Hydrocarbon Interests are not subject to any Lien other than Permitted Liens. All Oil and Gas has have been and will hereafter be produced, sold and delivered in accordance in all material respects with all applicable laws and regulations of any Governmental Authorityregulations; each of the Breitburn Parties Borrower and its Restricted the MarkWest Inc. Operating 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 PropertiesHydrocarbon Interests; 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 however, that nothing in this Section 1(j) 6.22 shall prevent any Breitburn Party the Borrower or its Restricted the MarkWest Inc. Operating Subsidiaries from x(a) selling or otherwise disposing of assets as permitted by Section 7.2.9 or (b) abandoning any well or forfeiting, surrendering, releasing or defaulting under any lease in the ordinary course of business which is not disadvantageous in any material respect to the Holders and which, in the opinion of such Breitburn Partythe Borrower or the MarkWest Inc. Operating Subsidiaries, is in its best interest, provided, that the Borrower and such Breitburn Party and its Restricted the MarkWest Inc. Operating Subsidiaries is and will hereafter be in compliance with all obligations hereunder and xi) making any disposition permitted hereunder. All To the best of the Breitburn Parties’ knowledge of the Borrower all agreements pursuant to which Borrower and the MarkWest Inc. Operating Subsidiaries own their Restricted Subsidiaries’ operating agreements and operating leases with respect to their Oil and Gas Properties Hydrocarbon Interests 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 Breitburn Party The Company and each of its Restricted Subsidiaries Subsidiary 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 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 in such financial statements to the Lenders in writing prior to the Effective Time and Permitted Liens. All such Oil and Gas has been and will hereafter be produced, sold and delivered by the Company and its Restricted Subsidiaries in accordance in all material respects with all applicable laws and regulations of any every Governmental Authority; each of the Breitburn Parties Company and its Restricted Subsidiaries has complied in all material respects (from the time of acquisition by the Company or a Restricted Subsidiaries) 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 material oil, gas and mineral leases and other agreements under which the Company or a Restricted Subsidiaries is a lessee or co-lessee have been and will hereafter be maintained in full force and effect; provided, however however, that nothing in this Section 1(j) 6.10 shall prevent any Breitburn Party the Company or its Restricted Subsidiaries from x) abandoning any well or forfeiting, surrendering, surrendering or releasing or defaulting under any lease in the ordinary course of business which is not materially disadvantageous in any material respect way to the Holders Lenders and which, in the opinion of such Breitburn Partythe Company or its Restricted Subsidiaries, is in its best interest, and such Breitburn Party following which the Company and its Restricted Subsidiaries is are and will hereafter be in compliance with all obligations hereunder and xi) making any disposition permitted hereunderthe other Loan Documents. All To the best of the Breitburn Parties’ knowledge of the Company and their its Restricted Subsidiaries’ operating agreements and operating leases with respect to their , 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 equity.

Oil and Gas Reserves. Each Breitburn Party The Borrower and each of its Restricted Subsidiaries Subsidiary is and will hereafter be, in all material respects, the owner of the Oil and Gas Hydrocarbon Interests 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 Hydrocarbon Interests are not subject to any Lien other than Permitted Liens. All Oil and Gas has have been and will hereafter be produced, sold and delivered in accordance in all material respects with all applicable laws and regulations of any Governmental Authorityregulations; each of the Breitburn Parties Borrower 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 PropertiesHydrocarbon Interests; 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 however, that nothing in this Section 1(j) 6.21 shall prevent any Breitburn Party the Borrower or its Restricted Subsidiaries from x(a) selling or otherwise disposing of assets as permitted by Section 7.2.9 or (b) abandoning any well or forfeiting, surrendering, releasing or defaulting under any lease in the ordinary course of business which is not disadvantageous in any material respect to the Holders and which, in the opinion of such Breitburn Partythe Borrower or its Subsidiaries, is in its best interest, and such Breitburn Party provided, that the Borrower and its Restricted Subsidiaries is and will hereafter be in compliance with all obligations hereunder and xi) making any disposition permitted hereunder. All To the best of the Breitburn Parties’ knowledge of the Borrower all agreements pursuant to which Borrower and its Subsidiaries own their Restricted Subsidiaries’ operating agreements and operating leases with respect to their Oil and Gas Properties Hydrocarbon Interests 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 Breitburn Party The Borrower and each of its Restricted Subsidiaries Subsidiary is and will hereafter be, in all material respects, the owner of the Oil and Gas Hydrocarbon Interests 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 Hydrocarbon Interests are not subject to any Lien other than Permitted Liens. All Oil and Gas has have been and will hereafter be produced, sold and delivered in accordance in all material respects with all applicable laws and regulations of any Governmental Authorityregulations; each of the Breitburn Parties Borrower 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 PropertiesHydrocarbon Interests; 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 1(j) 6.22 shall prevent any Breitburn Party the Borrower or its Restricted Subsidiaries from x(i) selling or otherwise disposing of assets as permitted by Section 7.2.9 or (ii) abandoning any well or forfeiting, surrendering, releasing or defaulting under any lease in the ordinary course of business which is not disadvantageous in any material respect to the Holders and which, in the opinion of such Breitburn Partythe Borrower or its Subsidiaries, is in its best interest, and such Breitburn Party provided that the Borrower and its Restricted Subsidiaries is and will hereafter be in compliance with all obligations hereunder and xi) making any disposition permitted hereunder. All To the best of the Breitburn Parties’ knowledge of the Borrower all agreements pursuant to which Borrower and its Subsidiaries own their Restricted Subsidiaries’ operating agreements and operating leases with respect to their Oil and Gas Properties Hydrocarbon Interests 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.