Common use of Joint Operations Clause in Contracts

Joint Operations. 5.1 BP does not own but has a limited non-exclusive right to use the Data in accordance with the Seismic Use Agreements. Under the Seismic Use Agreements, BP may not sell, assign, copy, transfer, display, exhibit or in any way reveal the Data, except as authorized by and in compliance with the provisions of the Seismic Use Agreements. Therefore, Company’s access to the Data shall be limited, and may be prohibited all together upon execution of this Agreement, unless Company obtains the consent or otherwise enters into a seismic license or seismic use agreement with the Data Owner. BP does not represent or warrant in any way, and expressly disclaims any representations or warranties, of any kind, express, implied or 5.2 BP shall deliver to Company the Well Information derived from or attributable to the Initial Well and any Substitute Well and Additional Well, if such Well Information is acquired, obtained, or performed by BP. 5.3 The Initial Well and each Substitute Well and Additional Well shall be under the exclusive control of BP and the operation thereof shall be conducted in a prudent and workmanlike manner. BP shall conduct all its activities under this Agreement as a reasonable prudent operator, in a good and workmanlike manner, with due diligence and dispatch, in accordance with good oilfield practice, and in compliance with applicable law and regulation, but in no event shall BP have any liability to Company for losses sustained or liabilities or obligations incurred except such as may result from BP’s gross negligence or willful misconduct. 5.4 Except as otherwise specifically provided in this Agreement, BP shall promptly pay and discharge expenses incurred in drilling the Initial Well and each Substitute Well and Additional Well pursuant to this Agreement and shall charge Company with its proportionate shares upon the expense basis provided in Exhibit “C” to the Operating Agreement, whether or not such Operating Agreement has been executed by the Parties. BP shall keep an accurate record, in accordance with generally accepted accounting principles, showing expenses incurred and charges and credits made and received. 5.5 When and if the Initial Well is drilled to the Objective Zone and successfully Completed as a well capable of producing oil and/or gas in paying quantities, BP and Company shall enter into an operating agreement attached hereto as Exhibit “F” (the “Operating Agreement”) covering the Contract Area, including those depths below the Earned Zone. The Operating Agreement shall be executed contemporaneously with the Partial Assignment but shall be effective on April 1, 2006. The Operating Agreement shall apply to all Additional ▇▇▇▇▇. In the event of any conflict between the Operating Agreement and this Agreement, this Agreement shall govern. 5.6 Unless Company elects by thirty (30) days’ prior written notice to BP either to take in kind or to separately dispose of its share of oil, gas and other hydrocarbons, BP shall in good faith, to the extent it can do so, cause Company’s share of production from the Initial Well and each Substitute Well and Additional ▇▇▇▇▇ to be marketed and sold to either a Third Party or to an Affiliate of BP in a commercially reasonable manner, which terms shall not be less than on the same terms and conditions as BP’s share of production from such ▇▇▇▇▇ are sold. It is recognized by the Parties that BP, or its predecessor, has provided at its cost or made arrangements with Third Parties to provide certain facilities beyond the wellhead (the “Plants”) needed for producing, storing, separating, gathering, treating, processing and delivering production from the Initial Well and each Substitute Well and Additional Well. It is agreed that BP will continue to make the Plants (as they or any contractual arrangements related thereto may be modified, changed or upgraded) proportionately available to handle BP, Company and Third Party production from the Contract Area. It is understood that a proportionate share of the cost of maintaining and operating the Plants, including depreciation or rental in lieu of depreciation and actual Third Party costs, whether on a cash fee basis or on a retained volume basis, will be allocated to the Parties on a “throughput” basis (being that portion of such costs relating to the production volumes from the Initial Well or, if drilled, any Substitute Well or Additional Well, as each may bear to the total production volumes handled by the Plants, including any Third Party or BP volumes not produced from the Initial Well or, if drilled, any Substitute Well or Additional Well). Nothing herein shall be construed to impart, transfer or convey any ownership interest in the Plants to Company. 5.7 If any lands within the Contract Area contain an interest which is unleased or leased to a Third Party and such interest must be carried in order to conduct operations consistent with this Agreement (such Third Party interest being a “Carried Interest”), Company shall bear twelve and one-half percent (12.5%) of the Carried Interests in order to conduct such operations. 5.8 At all times while this Agreement is in effect, Company shall carry insurance of the types and in the minimum amounts set forth in Exhibit “G”. All such insurance set forth in Exhibit “G” shall specifically name BP as an additional insured or provide that the insurer shall waive all rights of subrogation against BP.

Joint Operations. 5.1 BP does not own but has a limited non-exclusive right to use the Data in accordance with the Seismic Use Agreements. Under the Seismic Use Agreements, BP may not sell, assign, copy, transfer, display, exhibit or in any way reveal the Data, except as authorized by and in compliance with the provisions of the Seismic Use Agreements. Therefore, Company’s access to the Data shall be limited, and may be prohibited all together upon execution of this Agreement, unless Company obtains the consent or otherwise enters into a seismic license or seismic use agreement with the Data Owner. BP does not represent or warrant in any way, and expressly disclaims any representations or warranties, of any kind, express, implied oror otherwise, that it owns the Data or otherwise has the right to provide all or any portion of the Data to Company. 5.2 BP shall deliver to Company the Well Information derived from or attributable to the Initial Well and any Substitute Well and Additional Well, if such Well Information is acquired, obtained, or performed by BP. 5.3 The Initial Well and each Substitute Well and Additional Well shall be under the exclusive control of BP and the operation thereof shall be conducted in a prudent and workmanlike manner. BP shall conduct all its activities under this Agreement as a reasonable prudent operator, in a good and workmanlike manner, with due diligence and dispatch, in accordance with good oilfield practice, and in compliance with applicable law and regulation, but in no event shall BP have any liability to Company for losses sustained or liabilities or obligations incurred except such as may result from BP’s gross negligence or willful misconduct. 5.4 Except as otherwise specifically provided in this Agreement, BP shall promptly pay and discharge expenses incurred in drilling the Initial Well and each Substitute Well and Additional Well pursuant to this Agreement and shall charge Company with its proportionate shares upon the expense basis provided in Exhibit “C” to the Operating Agreement, whether or not such Operating Agreement has been executed by the Parties. BP shall keep an accurate record, in accordance with generally accepted accounting principles, showing expenses incurred and charges and credits made and received. 5.5 When and if the Initial Well is drilled to the Objective Zone and successfully Completed as a well capable of producing oil and/or gas in paying quantities, BP and Company shall enter into an operating agreement attached hereto as Exhibit “F” (the “Operating Agreement”) covering the Contract Area, including those depths below the Earned Zone. The Operating Agreement shall be executed contemporaneously with the Partial Assignment but shall be effective on April October 1, 2006. The Operating Agreement shall apply to all Additional ▇▇▇▇▇. In the event of any conflict between the Operating Agreement and this Agreement, this Agreement shall govern. 5.6 Unless Company elects by thirty (30) days’ prior written notice to BP either to take in kind or to separately dispose of its share of oil, gas and other hydrocarbons, BP shall in good faith, to the extent it can do so, cause Company’s share of production from the Initial Well and each Substitute Well and Additional ▇▇▇▇▇ to be marketed and sold to either a Third Party or to an Affiliate of BP in a commercially reasonable manner, which terms shall not be less than on the same terms and conditions as BP’s share of production from such ▇▇▇▇▇ are sold. It is recognized by the Parties that BP, or its predecessor, has provided at its cost or made arrangements with Third Parties to provide certain facilities beyond the wellhead (the “Plants”) needed for producing, storing, separating, gathering, treating, processing and delivering production from the Initial Well and each Substitute Well and Additional Well. It is agreed that BP will continue to make the Plants (as they or any contractual arrangements related thereto may be modified, changed or upgraded) proportionately available to handle BP, Company and Third Party production from the Contract Area. It is understood that a proportionate share of the cost of maintaining and operating the Plants, including depreciation or rental in lieu of depreciation and actual Third Party costs, whether on a cash fee basis or on a retained volume basis, will be allocated to the Parties on a “throughput” basis (being that portion of such costs relating to the production volumes from the Initial Well or, if drilled, any Substitute Well or Additional Well, as each may bear to the total production volumes handled by the Plants, including any Third Party or BP volumes not produced from the Initial Well or, if drilled, any Substitute Well or Additional Well). Nothing herein shall be construed to impart, transfer or convey any ownership interest in the Plants to Company. 5.7 If any lands within the Contract Area (other than those lands covered by the Leases) contain an interest which is unleased or leased to a Third Party and such interest must be carried in order to conduct operations consistent with this Agreement (such Third Party interest being a “Carried Interest”), Company shall bear twelve eight and one-half three quarters percent (12.58.75%) of the Carried Interests in order to conduct such operations. 5.8 At all times while this Agreement is in effect, Company shall carry insurance of the types and in the minimum amounts set forth in Exhibit “G”. All such insurance set forth in Exhibit “G” shall specifically name BP as an additional insured or provide that the insurer shall waive all rights of subrogation against BP.

Joint Operations. 5.1 BP (a) Save as provided in sub-article (b) and sub-article (c) (iii) of this Article, Contractor shall bear and pay all Contract Expenses incurred in carrying out Petroleum Operations hereunder, and Contractor shall recover such expenses only from the Petroleum to which it is entitled as hereinafter provided in Article 11. (i) Participating Interest by TPDC: TPDC may at any time, by notice in writing to Contractor, elect to contribute in participating interest of not less than twenty five percent (25%) of Contract Expenses other than Exploration Expenses (such Exploration Expenses to include expenses in respect of an Appraisal Programme) incurred in the first and every subsequent Development Area from the date such notice is rendered. (ii) Where TPDC does elect to participate in the development of a discovery, TPDC shall pay its share of Contract Expenses. (iii) If TPDC fails to pay its share of Contract Expenses and such failure is not own but has rectified within a limited non-exclusive right period of thirty (30) days after receipt of a written notice of such failure from the Contractor, the Contractor shall advance by way of loan up to use the Data 100% of unpaid amount of TPDC’s share of Contract Expenses. Such Contract Expenses shall bear interest at a rate of LIBOR plus two percent (2 %) and will be recovered on a preferential basis from TPDC’s Share of Profit Oil/Gas. (c) Joint operations shall be conducted hereunder in accordance with the Seismic Use Agreementsterms and conditions of a mutually acceptable form of Operating Agreement to be concluded between TPDC and the Contractor immediately following the first notice given to Contractor by TPDC, pursuant to sub-paragraph (i) of this sub-Article. Under The operating Agreement aforesaid will include provisions to give effect to the Seismic Use Agreements, BP may not sell, assign, copy, transfer, display, exhibit or in any way reveal following principles: (i) Contractor shall be the Data, except as authorized by and in compliance with the provisions sole Operator of the Seismic Use AgreementsJoint Operations under properly defined rights and obligations and will carry out all operations pursuant to work programmes and budgets approved by a Joint Operating Committee. Therefore, Company’s access The parties may review at any time the Operatorship of the Joint Operations; (ii) A Joint Operating Committee shall be established on which TPDC and Contractor shall be equally represented. The representatives aforesaid shall have voting rights proportional to the Data shall be limited, and may be prohibited participating interests of each Contractor entity on the Joint Operating Committee on all together upon execution of this Agreement, unless Company obtains the consent or otherwise enters into a seismic license or seismic use agreement with the Data Ownermatters. BP does not represent or warrant in any way, and expressly disclaims any representations or warranties, of any kind, express, implied or 5.2 BP shall deliver to Company the Well Information derived from or attributable to the Initial Well and any Substitute Well and Additional Well, if such Well Information is acquired, obtained, or performed by BP. 5.3 The Initial Well and each Substitute Well and Additional Well shall be under the exclusive control of BP and the operation thereof shall be conducted in a prudent and workmanlike manner. BP shall conduct all its activities under this Agreement as a reasonable prudent operator, in a good and workmanlike manner, with due diligence and dispatch, in accordance with good oilfield practice, and in compliance with applicable law and regulation, but in no event shall BP have any liability to Company for losses sustained or liabilities or obligations incurred except such as may result from BP’s gross negligence or willful misconduct. 5.4 Except as otherwise specifically expressly provided for in this Agreement, BP shall promptly pay all decisions, approvals and discharge expenses incurred in drilling other actions of the Initial Well and each Substitute Well and Additional Well pursuant to this Agreement and shall charge Company with its proportionate shares upon the expense basis provided in Exhibit “C” to the Joint Operating Agreement, whether or not such Operating Agreement has been executed by the Parties. BP shall keep an accurate record, in accordance with generally accepted accounting principles, showing expenses incurred and charges and credits made and received. 5.5 When and if the Initial Well is drilled to the Objective Zone and successfully Completed as a well capable of producing oil and/or gas in paying quantities, BP and Company shall enter into an operating agreement attached hereto as Exhibit “F” (the “Operating Agreement”) covering the Contract Area, including those depths below the Earned Zone. The Operating Agreement Committee on all proposals coming before it shall be executed contemporaneously with the Partial Assignment but shall be effective on April 1, 2006. The Operating Agreement shall apply to decided by affirmative vote of two (2) or more non-Affiliated Parties holding an aggregate not less than sixty five percent (65%) of all Additional Participating Interests (“Pass ▇▇▇▇▇▇ Vote”); except for decisions relating to TPDC participation in any exploration and appraisal cash calls as a co- venturer as per Article 9(b) and 9(c)(iii). In case of disagreement, a third party expert, who shall be mutually agreed upon and selected, will resolve the event of any conflict between disagreement and his decision shall be final and binding on the Operating Agreement and this Agreement, this Agreement shall governparties to the disagreement. 5.6 Unless Company elects (iii) TPDC shall be liable to contribute the Participating Interests (as contained in Article 9(b)(i)) of the Contract Expenses other than Exploration Expenses (such Exploration Expenses to include expenses in respect of an appraisal programme) of Joint Operations in all Development Areas in respect of which TPDC has elected to participate. The balance of such expenses shall be contributed by the Contractor. (iv) The contributions aforesaid shall be in such major convertible currencies as may be required from time to time by the Operator for the Joint Operations approved by the Joint Operating Committee but (if there exist expenditures in Tanzanian Shillings), TPDC shall have preference for payment in such Tanzanian Shillings and such amounts will count towards the total contribution which TPDC is obliged to make in respect of its share in Joint Operations. (v) Failure by any party to meet calls for funds within the time limits agreed shall result in liability for interest on the unpaid amounts for the period that such amounts remain unpaid at LIBOR + 2%. (vi) If, after the election allowed in paragraph 10(b), TPDC fails to pay its share of Development and/or Production Expenditures and such failure is not rectified within a period of thirty (30) days’ prior days after receipt of written notice thereof from the Operator, TPDC shall be deemed to BP either have elected on the date of receipt of the notice to take in kind or to separately dispose of its have agreed with the Contractor entities that they shall carry TPDC´s share of oilsuch expenditures, gas and other hydrocarbons, BP the Contractor entities shall in good faith, to pay any of TPDC´s unpaid expenditures before the extent it can do so, cause Company’s date of the deemed election and also TPDC´s share of production from any expenditures incurred after the Initial Well and each Substitute Well and Additional ▇▇▇▇▇ date of the deemed election recovering such expenditures in accordance with Article 10(c)(v)(b). Notwithstanding the above procedure, if, during the above mentioned thirty (30) days period to be marketed and sold rectify the failure to either a Third Party or pay, TPDC notifies the Operator that it has provided to an Affiliate of BP rectify such failure to pay in a commercially reasonable mannerperiod not greater than thirty (30) days from such TPDC's notification to Operator, which terms then, the carry from Contractor's entities shall not be less triggered unless such notification is not done during this thirty (30) days period. For avoidance of doubt any amounts not remedied other than on the same terms and conditions as BP’s share of production from such ▇▇▇▇▇ are sold. It is recognized by the Parties that BP, or its predecessor, has provided at its cost or made arrangements with Third Parties carry procedure herein established are subject to provide certain facilities beyond the wellhead paragraph (the “Plants”iv) needed for producing, storing, separating, gathering, treating, processing and delivering production above from the Initial Well and each Substitute Well and Additional Welldate of failure to pay until the date such failure to pay is finally rectified. It is agreed that BP will continue The Contractor entities shall have the right to make the Plants (as they or any contractual arrangements related thereto may be modified, changed or upgraded) proportionately available to handle BP, Company and Third Party production from the Contract Area. It is understood that a proportionate share recover such expenditures out of the cost of maintaining and operating the Plants, including depreciation or rental TPDC’s Cost Oil as defined in lieu of depreciation and actual Third Party costs, whether on a cash fee basis or on a retained volume basis, will be allocated to the Parties on a “throughput” basis Article 12(b) (being that portion of such costs relating to the production volumes from the Initial Well or, if drilled, any Substitute Well or Additional Well, as each may bear to the total production volumes handled by the Plants, including any Third Party or BP volumes not produced from the Initial Well or, if drilled, any Substitute Well or Additional Welli). Nothing herein shall be construed to impart, transfer or convey any ownership interest in the Plants to Company. 5.7 If any lands within the Contract Area contain an interest which is unleased or leased to a Third Party and such interest must be carried in order to conduct operations consistent with this Agreement (such Third Party interest being a “Carried Interest”), Company shall bear twelve and one-half percent (12.5%) of the Carried Interests in order to conduct such operations. 5.8 At all times while this Agreement is in effect, Company shall carry insurance of the types and in the minimum amounts set forth in Exhibit “G”. All such insurance set forth in Exhibit “G” shall specifically name BP as an additional insured or provide that the insurer shall waive all rights of subrogation against BP.

Joint Operations. 5.1 BP Each Prospect Area designated during the term of this Agreement in which both Parties have elected to participate pursuant to the terms hereof shall be subject to the terms of the operating agreement (the "JOINT OPERATING AGREEMENT") attached hereto and made a part hereof (see EXHIBIT "D"), unless such Prospect Area is subject to an existing joint operating agreement with third parties. The Parties agree to execute the Joint Operating Agreement attached hereto contemporaneously with this Agreement. To the extent that such Joint Operating Agreement does not own but has a limited non-exclusive right to use the Data in accordance conflict with the Seismic Use Agreements. Under the Seismic Use Agreements, BP may not sell, assign, copy, transfer, display, exhibit or in any way reveal the Data, except as authorized by and in compliance with the provisions of the Seismic Use Agreements. Therefore, Company’s access to the Data shall be limited, and may be prohibited all together upon execution terms of this Agreement, unless Company obtains all operations involved in the consent or otherwise enters into a seismic license or seismic use agreement with exploration and development, including all development ▇▇▇▇▇ on each Prospect Area designated hereunder, shall also be governed by the Data Ownerterms of the Joint Operating Agreement. BP does not represent or warrant in any way, and expressly disclaims any representations or warranties, In the event of any kindconflict or inconsistency between this Agreement and the Joint Operating Agreement between the Parties, expressthis Agreement shall control. Lyco's wholly owned subsidiary, implied or 5.2 BP shall deliver to Lyco Operating Company the Well Information derived from or attributable to the Initial Well and any Substitute Well and Additional Well("LOC"), if such Well Information is acquired, obtained, or performed by BP. 5.3 The Initial Well and each Substitute Well and Additional Well shall be under designated as the exclusive Operator in Article V.A of the Joint Operating Agreement unless Lyco is a non- participating party to any well proposal or completion attempt. In such event, LOC agrees, upon request by a majority of the participating parties to resign as operator for such well. LOC shall conduct, direct and have full control of BP all drilling and geophysical operations conducted within each Prospect Area, as permitted and required by and within the operation thereof limits of this Agreement and as more particularly described in the attached Joint Operating Agreement. However, LOC and/or Lyco will consult with Tipperary on matters regarding such operations in which Tipperary is a working interest participant and shall be conducted in a prudent keep Tipperary informed as to all such operations and workmanlike mannerplans for operations as timely as possible. BP LOC, as operator, shall conduct all its activities under this Agreement as a reasonable prudent operator, operations in a good and workmanlike manner, with due diligence and dispatchbut it shall have no liability, in accordance with good oilfield practiceas operator, and in compliance with applicable law and regulation, but in no event shall BP have to the Parties for any liability to Company for losses sustained or liabilities or obligations incurred incurred, except such as may result from BP’s gross negligence or willful misconduct. 5.4 Except . The Joint Operating Agreement shall be deemed to be a separate agreement with respect to each initial test well and the associated Prospect Area designated hereunder. If LOC deems it necessary to do so as otherwise specifically provided in this Agreement, BP shall promptly pay and discharge expenses incurred in drilling the Initial Well and each Substitute Well and Additional Well Prospect Areas are designated pursuant to this Agreement and shall charge Company with its proportionate shares upon the expense basis provided in Exhibit “C” to the Operating AgreementArticle III - Designation of "Prospect Areas", whether or not such Operating Agreement has been executed by the Parties. BP shall keep an accurate record, in accordance with generally accepted accounting principles, showing expenses incurred and charges and credits made and received. 5.5 When and if the Initial Well is drilled to the Objective Zone and successfully Completed as a well capable of producing oil and/or gas in paying quantities, BP and Company shall enter into an operating agreement attached hereto as Exhibit “F” (the “Operating Agreement”) covering the Contract Area, including those depths below the Earned Zone. The identical form Joint Operating Agreement shall be executed contemporaneously for each such test well and Prospect Area, with appropriate insertions and modifications for working interests, etc., unless the Partial Assignment but form of operating agreement must be altered to accommodate third party requests. If such event or necessity shall be effective on April 1occur, 2006. The Operating Agreement the Parties shall apply to all Additional ▇▇▇▇▇. In the event of any conflict between the Operating Agreement and this Agreement, this Agreement shall govern. 5.6 Unless Company elects by thirty execute a mutually agreeable operating agreement with such third party (30) days’ prior written notice to BP either to take in kind or to separately dispose of its share of oil, gas and other hydrocarbons, BP shall in good faith, to the extent it can do so, cause Company’s share of production from the Initial Well and each Substitute Well and Additional ▇▇▇▇▇ to be marketed and sold to either a Third Party or to an Affiliate of BP in a commercially reasonable mannerparties), which terms shall not be less than on shall, as closely as possible, cover the same terms and conditions as BP’s share of production from such ▇▇▇▇▇ are solddescribed in the attached Joint Operating Agreement. It is recognized understood by the Parties that BP, or its predecessor, has provided at its cost or made arrangements with Third Parties to provide certain facilities beyond the wellhead their interests shown in Article V (the “Plants”Participation and Ownership) needed for producing, storing, separating, gathering, treating, processing and delivering production from the Initial Well and each Substitute Well and Additional Well. It is agreed that BP will continue to make the Plants (as they or any contractual arrangements related thereto may be modified, changed or upgraded) proportionately available to handle BP, Company and Third Party production reduced resulting from the Contract Areaparticipation by a third party. It is understood that a proportionate share of the cost of maintaining and operating the Plants, including depreciation or rental in lieu of depreciation and actual Third Party costs, whether on a cash fee basis or on a retained volume basis, will be allocated to the Parties on a “throughput” basis (being that portion of such costs relating to the production volumes from the Initial Well or, if drilled, any Substitute Well or Additional Well, as each may bear to the total production volumes handled by the Plants, including any Third Party or BP volumes not produced from the Initial Well or, if drilled, any Substitute Well or Additional Well). Nothing herein shall be construed to impart, transfer or convey any ownership interest in the Plants to Company. 5.7 If any lands within the Contract Area contain an interest which is unleased or leased to a Third Party and such interest must be carried in order to conduct operations consistent with this Agreement (such Third Party interest being a “Carried Interest”), Company shall bear twelve and one-half percent (12.5%) of the Carried Interests in order to conduct such operations. 5.8 At all times while While this Agreement is in effect, Company and/or during the term of any operating agreement entered into pursuant to this Agreement, LOC will pay all delay rentals, minimum royalties, and shut-in well payments which become due and payable on leases owned jointly by the Parties, provided, however, that if LOC, through mistake, oversight, or inadvertence, fails to make any delay rental payment or other payments necessary to maintain lease acreage in force and effect as required hereunder, there shall carry insurance be no liability, providing that LOC was acting in good faith. Tipperary will reimburse LOC within thirty (30) days of receipt of LOC's invoice for Tipperary's proportionate share of such payments attributable to the jointly owned leases. In the event a Party elects not to continue a lease in full force and effect by the payment of such rental, minimum royalty, or shut-in payment, that Party will assign to the other Party any interest which it may have in the lease or part thereof which is affected. Such lease will thereafter be excluded from the terms of this Agreement and any operating agreement entered into hereunder. Notwithstanding anything herein to the contrary, any joint interest of Lyco or Tipperary which reverts or is reassigned to the other Party pursuant to this Agreement or any operating agreement entered into by the Parties hereto, shall revert to or be reassigned to that Party free and clear of any liens, encumbrances, debt, claim, production payment, security interest or other obligation made by, through or under the surrendering Party, provided, however, it is understood and agreed that any of the types Parties have the right under this Agreement to have created or reserved an overriding royalty interest ("ORRI") on each lease covered by this Agreement (proportionately reduced to the leasehold interest being owned by each Party and to the mineral interest covered by such lease) equal to the difference between total existing burdens and twenty-two percent (22.0%), but in any event such proportionate ORRI shall not exceed five percent of eight-eighths (5.0% of 8/8ths). Said overriding royalty interest(s), if created or reserved, will be considered as a "jointly acknowledged and accepted obligation of all parties" as provided in ARTICLE III.D - SUBSEQUENTLY CREATED INTERESTS in the minimum amounts set forth in Exhibit “G”. All such insurance set forth in Exhibit “G” shall specifically name BP as an additional insured or provide that the insurer shall waive all rights of subrogation against BPJoint Operating Agreement governing said prospect.