Common use of Disclosure; No Material Misstatements Clause in Contracts

Disclosure; No Material Misstatements. None of the written reports, financial statements, certificates or other information, furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of the date such information is dated or certified; provided that (a), with respect to financial projections, prospect information, geological and geophysical data, engineering projections and other forward looking information and information of a general economic or industry specified nature, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Disclosure; No Material Misstatements. None of the written reports, financial statements, certificates or other information, written information furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing Credit Parties and their respective Subsidiaries to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of pursuant to this Agreement or any other Loan Document or delivered by the Borrower, any other Credit Party or any of their respective Subsidiaries to the Administrative Agent or any Lender hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, ) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of on the date such information is dated or certifiedwhen furnished; provided that (a), with respect to financial projectionsestimates, prospect projected or forecasted financial information and other forward-looking information, geological the Credit Parties each represents and geophysical data, engineering projections and other forward looking information and information of a general economic or industry specified nature, the Borrower represents warrants only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (of preparation; it being recognized by the Lendersunderstood that (a) such projections and forecasts, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and forecasts are not a guarantee of financial performance, and (b) as no representation is made with respect to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement a general economic or omission thereingeneral industry nature. There are no statements or conclusions in any Reserve Report or in any information delivered in connection therewith which are based upon or include materially misleading information of a material fact or fail to take into account material information known to the Borrower regarding the material matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries and production and cost estimates contained in each Reserve Report and in other information delivered in connection therewith are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that no warranty is made with respect to such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respectsprojections.

Disclosure; No Material Misstatements. None of the written reports(a) The certificates, financial statements, certificates or reports, and other written information, taken as a whole, furnished by or on behalf of the Parent, the Borrower or any Restricted Subsidiary in writing Guarantor to the Administrative Agent or any Lender or any of their Affiliates and the Lenders in connection with the negotiation of this Agreement or any other Loan Document or included therein or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished)pursuant thereto, taken as a whole, contains do not contain any material misstatement of fact or omits omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of the date such information is dated or certified; provided that (a)i) to the extent any such certificate, with respect to financial projectionsstatement, prospect informationreport, geological and geophysical data, engineering projections and other forward looking or information and information of was based upon or constitutes a general economic forecast or industry specified natureprojection, the Parent and the Borrower represents jointly and severally represent only that it acted in good faith and utilized reasonable assumptions at the time such information was prepared furnished in good faith based upon assumptions believed to be reasonable at the time preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Parent and the Borrower makes make no representation that such projections will be realized), (ii) with respect to any financial statements so furnished, the Parent and the Borrower jointly and severally represent only that (except as noted otherwise therein or as otherwise customary for non-annual financial statements) such financial statements present fairly in all material respects the financial condition and results of operations of the described Persons in accordance with GAAP consistently applied, and (biii) as to statements, information and reports supplied by third parties, the Parent and the Borrower represents jointly and severally represent only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially material misleading information or fail to take into account known material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower Parent and the its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower Parent and the its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. . (b) As of the Effective Date, all of the information included in the Beneficial Ownership Certification Certification, if any, is true and correct in all material respectscorrect.

Disclosure; No Material Misstatements. None (a) The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other facts and circumstances known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. The written reports, financial statements, certificates or other written information, taken as a whole, furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, contains ) do not contain any material misstatement of fact or omits omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of the date such information is dated or certified; provided that (a)) to the extent any such certificate, with respect to financial projectionsstatement, prospect informationreport, geological and geophysical data, engineering projections and other forward looking or information and information of was based upon or constitutes a general economic forecast or industry specified natureprojection, the Borrower represents only that such information was prepared it acted in good faith based upon and utilized reasonable assumptions believed to be reasonable at and due care in the time preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There is no fact peculiar to the Borrower or any Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of the Borrower or any Restricted Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include materially material misleading information or fail to take into account known material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. . (b) As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Disclosure; No Material Misstatements. The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the written reports, financial statements, certificates or other information, information furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, ) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of the date such information is dated or certifiedmisleading; provided that (a)that, with respect to projected financial projections, prospect information, geological and geophysical data, engineering projections and other forward looking information and information of a general economic or industry specified nature, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable time. There is no fact peculiar to the Oil Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and Gas Properties which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that statements furnished to the Administrative Agent or the Lenders by or on behalf of the Borrower makes no representation that such projections will be realized) and (b) as to statementsor any Subsidiary prior to, information and reports supplied by third partiesor on, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions known to the Borrower in the preparation of any Reserve Report which are were based upon or include materially misleading information or fail failed to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Disclosure; No Material Misstatements. None of the written reports, financial statements, certificates or other information, written information (other than Reserve Reports and information delivered in connection therewith) furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing Obligors and their respective Subsidiaries to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of pursuant to this Agreement or any other Loan Document or delivered by the Borrower, any other Obligor or any of their respective Subsidiaries to the Administrative Agent or any Lender hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, ) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of on the date such information is dated or certifiedwhen furnished; provided that (a), with respect to financial projectionsestimates, prospect projected or forecasted financial information and other forward-looking information, geological the Obligors each represents and geophysical data, engineering projections and other forward looking information and information of a general economic or industry specified nature, the Borrower represents warrants only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (of preparation; it being recognized by the Lendersunderstood that (a) such projections and forecasts, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ CREDIT AGREEMENT significantly from the projected or forecasted results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and forecasts are not a guarantee of financial performance, and (b) as no representation is made with respect to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement a general economic or omission thereingeneral industry nature. There are no statements or conclusions in any Reserve Report or in any information delivered in connection therewith which are based upon or include materially misleading information of a material fact or fail to take into account material information known to the Borrower regarding the material matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries and production and cost estimates contained in each Reserve Report and in other information delivered in connection therewith are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that no warranty is made with respect to such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respectsprojections.

Disclosure; No Material Misstatements. Parent and the Borrower have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any Loan Party is subject, and all other existing facts and circumstances applicable to the Loan Parties known to Parent or the Borrower, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the written reports, financial statements, certificates or other information, written information furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing Loan Parties to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of the date such information is dated or certifiedmisleading; provided that (a)that, with respect to projected financial projections, prospect or other information, geological and geophysical data, engineering projections and other forward looking information and information of a general economic or industry specified nature, the Borrower represents Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (time, it being recognized by the Lenders, however, understood that projections (i) any such projected financial information is merely a prediction as to future events are and its not to be viewed as facts fact, (ii) such projected financial information is subject to significant uncertainties and contingencies, many of which are beyond the control of the Parent or any of its Subsidiaries and (iii) no assurance can be given that any particular projections will be realized and that actual results during the period(s) period or periods covered by any such projections may differ significantly from the projected results and that such differences may be material. There are no statements or conclusions in any Reserve Report which are based upon or include misleading material and thatinformation or fail to take into account material information regarding the matters reported therein, with respect to Reserve Reports, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Disclosure; No Material Misstatements. None of (a) Taken as a whole, the written reports, financial statements, certificates or other information, information furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, contains ) do not contain any material misstatement of fact or omits omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of the date such information is dated or certified; provided that (a), with respect to projected financial projectionsinformation, pro forma financial information, prospect information, geological and geophysical data, Reserve Reports and engineering projections and other forward looking information and information of a general economic or industry specified natureprojections, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially material misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being is understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. . (b) As of the Effective Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all material respects.

Disclosure; No Material Misstatements. None of the No written reportsinformation, report, financial statementsstatement, certificates certificate, Borrowing Request, request for a Letter of Credit, exhibit or other information, schedule furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing Loan Party to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished)pursuant thereto, taken as a whole, or statements or conclusions in any Reserve Report contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of the date such information is dated or certified; provided that (a), with respect ) to financial projections, prospect the extent any such information, geological report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, the General Partner, the Parent and geophysical data, engineering projections and other forward looking information and information of a general economic or industry specified nature, the Borrower represents only that such information was prepared it acted in good faith based upon and utilized reasonable assumptions believed to be reasonable at and due care in the time preparation of such information, report, financial statement, exhibit or schedule (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to that the Oil Parent and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partiesparties after the Effective Date, the General Partner, the Parent and the Borrower each represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries Loan Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower General Partner, the Parent and the Restricted Subsidiaries Borrower do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Disclosure; No Material Misstatements. None of the The certificates, written statements and reports, financial statementsand other written information, certificates or other informationtaken as a whole, furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing Guarantor to the Administrative Agent or any Lender or any of their Affiliates and the Lenders in connection with the negotiation of this Agreement or any other Loan Document or included therein or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished)pursuant thereto, taken as a whole, contains do not contain any material misstatement of fact or omits omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of the date such information is dated or certified; provided that (a)) to the extent any such certificate, with respect to financial projectionsstatement, prospect informationreport, geological and geophysical data, engineering projections and other forward looking or information and information of was based upon or constitutes a general economic forecast or industry specified natureprojection, the Borrower represents only that such information was prepared it acted in good faith based upon and utilized reasonable assumptions believed to be reasonable at and due care in the time preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially material misleading information or fail to take into account known material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Disclosure; No Material Misstatements. None of the written reportsThe certificates, financial statements, certificates or reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing Guarantor to the Administrative Agent or any Lender or any of their Affiliates and the Lenders in connection with the negotiation of this Agreement or any other Loan Document or included therein or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished)pursuant thereto, taken as a whole, contains do not contain any material misstatement of fact or omits omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of the date such information is dated or certified; provided that (a)) to the extent any such certificate, with respect to financial projectionsstatement, prospect informationreport, geological and geophysical data, engineering projections and other forward looking or information and information of was based upon or constitutes a general economic forecast or industry specified natureprojection, the Parent and the Borrower represents jointly and severally represent only that such information was prepared it acted in good faith based upon and utilized reasonable assumptions believed to be reasonable at and due care in the time preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Parent and the Borrower makes make no representation that such projections will be realized), (b) with respect to any financial statements so furnished, the Parent and the Borrower jointly and severally represent only that (except as noted otherwise therein or as otherwise customary for non-annual financial statements) such financial statements present fairly in all material respects the financial condition and results of operations of the described Persons in accordance with GAAP consistently applied, and (bc) as to statements, information and reports supplied by third parties, the Parent and the Borrower represents jointly and severally represent only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially material misleading information or fail to take into account known material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower Parent and the its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower Parent and the its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Disclosure; No Material Misstatements. None of the (a) No written reportsinformation, report, financial statementsstatement, certificates certificate, Borrowing Request, request for a Letter of Credit, exhibit or other information, schedule furnished by or on behalf of the Borrower Parent or any Restricted Subsidiary in writing Loan Party to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished)pursuant thereto, taken as a whole, or statements or conclusions in any Reserve Report contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of the date such information is dated or certified; provided that (a), with respect ) to financial projections, prospect the extent any such information, geological report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, Parent and geophysical data, engineering projections and other forward looking information and information of a general economic or industry specified nature, the Borrower represents only that such information was prepared it acted in good faith based upon and utilized reasonable assumptions believed to be reasonable at and due care in the time preparation of such information, report, financial statement, exhibit or schedule (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil that Parent and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partiesparties after the Effective Date, Parent and the Borrower each represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries Loan Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do does not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. . (b) As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Disclosure; No Material Misstatements. None of the written reports, financial statements, certificates certificates, reports or other information, written information furnished by or on behalf of the Borrower Parent Guarantor or any Restricted Subsidiary in writing other Credit Party to the Arranger, the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of pursuant to this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, ) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of on the date such information is dated or certifiedwhen furnished; provided that (a), with respect to financial projectionsestimates, prospect information, geological and geophysical data, engineering projections projected or forecasted financial information and other forward forward-looking information and information of a general economic or industry specified natureinformation, the Borrower represents and warrants only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (of preparation; it being recognized by the Lendersunderstood that (1) such projections and forecasts, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and thatthat such projections and forecasts are not a guarantee of financial performance, and (2) no representation is made with respect to information of a general economic or general industry nature. There are no statements or conclusions in any Reserve ReportsReport which are based upon or include materially misleading information of a material fact or fail to take into account material information regarding the material matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Parent Guarantor and the Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it warranty is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) made with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respectsprojections.

Disclosure; No Material Misstatements. None The Borrowers have disclosed to Lender all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. Taken as a whole, none of the written other reports, financial statements, certificates or other information, written information furnished by or on behalf of the Borrower Borrowers or any Restricted Subsidiary in writing to the Administrative Agent or any Lender or any of their its Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, contains any ) contain material misstatement misstatements of fact or omits omit to state any material fact facts necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of the date such information is dated or certifiedmisleading; provided provided, that (a), ) with respect to projected financial projectionsinformation, pro forma financial information, estimated financial information, prospect information, geological and geophysical data, engineering projections and other forward looking projected or estimated information and any information of a general economic nature or general industry specified nature, the each Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being recognized by the Lenders, however, Lender that projections as to future events are not to be viewed as facts and that the actual results during the period(s) period or periods covered by such projections may differ vary significantly from the projected results such projections and that no Borrower makes any representation that such differences may projections will be realized) and (b) as to statements, information and reports supplied by third parties, each Borrower represents only that it is not aware of any material misstatement or omission therein and thatit has a good faith belief that such statements, information and reports are based on accurate information to the extent provided by a Borrower. To the knowledge of each Borrower, there is no fact peculiar to a Borrower or any Subsidiary which would reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to Lender by or on behalf of the Borrowers or any Subsidiary prior to, or on, the date hereof in connection with respect the transactions contemplated hereby. To the knowledge of the Borrowers, there are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to Reserve Reportstake into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower Borrowers and the Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Disclosure; No Material Misstatements. None of the No written reportsinformation, report, financial statementsstatement, certificates certificate, Borrowing Request, request for a Letter of Credit, exhibit or other information, schedule furnished by or on behalf of the Borrower PEI or any Restricted Subsidiary in writing Loan Party to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished)pursuant thereto, taken as a whole, or statements or conclusions in any Reserve Report contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of the date such information is dated or certified; provided that (a), with respect ) to financial projections, prospect the extent any such information, geological report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, PEI, the General Partner, the Parent and geophysical data, engineering projections and other forward looking information and information of a general economic or industry specified nature, the Borrower represents only that such information was prepared it acted in good faith based upon and utilized reasonable assumptions believed to be reasonable at and due care in the time preparation of such information, report, financial statement, exhibit or schedule (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and thatthat PEI, with respect to Reserve Reports, projections concerning volumes attributable to the Oil Parent and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partiesparties after the Effective Date, PEI, the General Partner, the Parent and the Borrower each represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries Loan Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower General Partner, the Parent and the Restricted Subsidiaries Borrower do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Disclosure; No Material Misstatements. None of the The certificates, written statements and reports, financial statementsand other written information, certificates or other informationtaken as a whole, furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing Credit Parties to the Administrative Agent or any Lender or any of their Affiliates and the Lenders in connection with the negotiation of this Agreement or any other Loan Document or included therein or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished)pursuant thereto, taken as a whole, contains do not contain any material misstatement of fact or omits omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of the date such information is dated or certified; provided that (a)) to the extent any such certificate, with respect to financial projectionsstatement, prospect informationreport, geological and geophysical dataor information was based upon or constitutes a forecast or projection, engineering projections and other forward looking information and information of a general economic or industry specified nature, the Borrower each Credit Party represents only that such information was prepared it acted in good faith based upon and utilized reasonable assumptions believed to be reasonable at and due care in the time preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes Credit Parties make no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partiesparties after the Effective Date, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially material misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Disclosure; No Material Misstatements. None of the written reports, financial statements, certificates certificates, reports or other information, written information (other than Reserve Reports and any information delivered in connection therewith) furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing to the Arranger, the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of pursuant to this Agreement or any other Loan Document or delivered by the Borrower or any Restricted Subsidiary to the Administrative Agent or any Lender hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, ) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the Index circumstances under which they were made, not materially misleading as of on the date such information is dated or certifiedwhen furnished; provided that (a), with respect to financial projectionsestimates, prospect information, geological and geophysical data, engineering projections projected or forecasted financial information and other forward forward-looking information and information of a general economic or industry specified natureinformation, the Borrower represents and warrants only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (of preparation; it being recognized by the Lendersunderstood that (1) such projections and forecasts, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and thatthat such projections and forecasts are not a guarantee of financial performance, and (2) no representation is made with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement a general economic or omission thereingeneral industry nature. There are no statements or conclusions in any Reserve Report or in any information delivered in connection therewith which are based upon or include materially misleading information of a material fact or fail to take into account material information known to the Borrower regarding the material matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries and production and cost estimates contained in each Reserve Report and in other information delivered in connection therewith are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that no warranty is made with respect to such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respectsprojections.

Disclosure; No Material Misstatements. None of the No written reportsinformation, report, financial statementsstatement, certificates certificate, Borrowing Request, request for a Letter of Credit, exhibit or other information, schedule furnished by or on behalf of the Borrower PEI or any Restricted Subsidiary in writing Loan Party to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished)pursuant thereto, taken as a whole, or statements or conclusions in any Reserve Report contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of the date such information is dated or certified; provided that (a), with respect ) to financial projections, prospect the extent any such information, geological report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, PEI and geophysical data, engineering projections and other forward looking information and information of a general economic or industry specified nature, the Borrower represents only that such information was prepared it acted in good faith based upon and utilized reasonable assumptions believed to be reasonable at and due care in the time preparation of such information, report, financial statement, exhibit or schedule (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil that PEI and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partiesparties after the Effective Date, PEI and the Borrower each represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries Loan Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do does not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Disclosure; No Material Misstatements. The Borrower and each Subsidiary has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to it with respect to the Borrower and the Subsidiaries, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the written reports, financial statements, certificates or other information, information furnished in writing by or on behalf of the Borrower or any Restricted Subsidiary in writing to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of the date such information is dated or certifiedmisleading; provided that (a)) to the extent any such report, with respect to financial projectionsstatement, prospect information, geological and geophysical data, engineering projections and certificate or other forward looking information and information of was based upon or constitutes a general economic forecast or industry specified natureprojection, the Borrower represents only that such information was prepared it acted in good faith based upon and utilized reasonable assumptions believed to be reasonable at and due care in the time preparation of such forecast or projection (it being recognized by the Administrative Agent and the Lenders, however, that projections as to future events are not to be viewed as facts and facts, that results during the period(s) covered by such projections may differ from the projected results and results, that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and (bii) as to statements, information and reports supplied by third partiesparties after the Effective Date, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Disclosure; No Material Misstatements. None of the written reports, financial statements, certificates certificates, reports or other information, written information furnished by or on behalf of the Borrower Parent Guarantor or any Restricted Subsidiary in writing other Credit Party to the Arrangers, the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of pursuant to this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, ) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of on the date such information is dated or certifiedwhen furnished; provided that (a), with respect to financial projectionsestimates, prospect information, geological and geophysical data, engineering projections projected or forecasted financial information and other forward forward-looking information and information of a general economic or industry specified natureinformation, the Borrower represents and warrants only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (of preparation; it being recognized by the Lendersunderstood that (1) such projections and forecasts, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and thatthat such projections and forecasts are not a guarantee of financial performance, and (2) no representation is made with respect to information of a general economic or general industry nature. There are no statements or conclusions in any Reserve ReportsReport which are based upon or include materially misleading information of a material fact or fail to take into account material information, in light of the circumstances under which they are made, regarding the material matters reported therein, on the date when furnished, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Parent Guarantor and the Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it warranty is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) made with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respectsprojections.

Disclosure; No Material Misstatements. None of the written reportsfactual information and written data (taken as a whole), financial statements, certificates or other informationincluding the Information Memorandum and Reserve Reports, furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, contains any transaction contemplated herein contained any untrue statement of any material misstatement of fact or omits omitted to state any material fact necessary to make the statements therein, such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time) in the light of the circumstances under which they were made, not materially misleading as of the date such information is dated or certifieddata was furnished; provided it being understood and agreed that (a)for purposes of this Section 7.11, with respect to such factual information and data shall not include pro forma financial projections, prospect information, geological and geophysical dataprojections or estimates (including financial estimates, engineering projections forecasts and other forward forward-looking information information) and information of a general economic or general industry specified nature. The projections (including financial estimates, forecasts and other forward-looking information) contained in the information and written data referred to above were based on good faith estimates and assumptions believed by the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (made; it being recognized by the Lenders, however, Administrative Agent and the Lenders that (i) such projections are as to future events and are not to be viewed as facts facts, (ii) such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Restricted Subsidiaries, (iii) no assurance can be given that any particular projections will be realized and (iv) actual results during the period(s) period or periods covered by any such projections may differ from the projected results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respectsmaterial.

Disclosure; No Material Misstatements. The Borrower has disclosed to the Banks all agreements, instruments and corporate or other restrictions to which it or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. None of the written reports, financial statements, certificates or other informationwritten information (the “Information”), taken as a whole, furnished by or on behalf of the Borrower any Credit Party or any Restricted Subsidiary in writing to the Administrative Agent or any Lender or any of their Affiliates Bank in connection with the negotiation of this Agreement or any other Loan Document Paper or delivered hereunder or under any other Loan Document Paper (as modified or supplemented by other information Information so furnished)) contained, taken as of the date such Information was furnished (or if such Information expressly related to a wholespecific date, contains as of such specific date) any material misstatement of fact or omits omitted to state state, as of the date such Information was furnished (or if such Information expressly related to a specific date, as of such specific date) any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of the date such information is dated time when made or certifieddelivered; provided that (a)that, with respect to projected financial projectionsinformation, prospect information, budgets, pro forma financial information, estimated financial information, geological and geophysical data, data and engineering projections other estimates and other forward looking information and any information of a general economic nature or general industry specified nature, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (of preparation, it being recognized by the Lenders, however, Administrative Agent and the Banks that (i) such projections are as to future events and are not to be viewed as facts facts, (ii) such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Credit Parties, (iii) no assurance can be given that any particular projections will be realized and (iv) actual results during the period(s) period or periods covered by any such projections may differ from the projected results and that such differences may be material. There are no statements or conclusions in any Reserve Report or any projections delivered under Section 9.18 that are based upon or include materially misleading information or fail to take into account material and thatinformation regarding the matters reported therein, with respect to Reserve Reports, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and or any projections and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries and production and cost estimates contained in each Reserve Report delivered under Section 9.18 are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Disclosure; No Material Misstatements. None of the written reports, financial statements, certificates or other information, written information furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of pursuant to this Agreement or any other Loan Document or delivered by the Borrower or any Restricted Subsidiary to the Administrative Agent or any Lender hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, ) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of on the date such information is dated or certifiedwhen furnished; provided that (a), with respect to financial projectionsestimates, prospect information, geological and geophysical data, engineering projections projected or forecasted financial information and other forward forward-looking information and information of a general economic or industry specified natureinformation, the Borrower represents and warrants only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (of preparation; it being recognized by the Lendersunderstood that (a) such projections and forecasts, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and forecasts are not a guarantee of financial performance, and (b) as no representation is made with respect to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement a general economic or omission thereingeneral industry nature. There are no statements or conclusions in any Reserve Report information delivered in connection therewith which are based upon or include materially misleading information of a material fact or fail to take into account material information known to the Borrower regarding the material matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report reserve report and in other information delivered in connection therewith are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that no warranty is made with respect to such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respectsprojections.

Disclosure; No Material Misstatements. None To the best of the written reportsBorrower’s knowledge, no report, financial statementsstatement, certificates certificate or other information, written information furnished by or on behalf of the Borrower any Loan Party (other than projected financial information, pro forma financial information, Reserve Reports and information of a general economic or any Restricted Subsidiary in writing industry nature) to the Administrative Agent or any Lender or any of their Affiliates in connection with the transactions contemplated hereby and the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), when taken as a whole, contains any untrue statement of a material misstatement of fact or omits to state any material fact necessary to make the statements thereintherein (when taken as a whole), in the light of the circumstances under which they were made, not materially misleading as of the date such information is dated or certified; provided that (a), with misleading. With respect to projected financial projections, prospect information, geological and geophysical data, engineering projections and other forward looking pro forma financial information and information of a general economic or industry specified natureReserve Reports, the Borrower represents pursuant to this Section 7.11 only that (w) such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation and when delivered to the Administrative Agent or the Lenders (it being recognized by the Lenders, however, understood that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ vary from the projected actual results and that such differences variances may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been be accurate. As ), (x) as of the Effective Closing Date, the information included there has been no decrease in the Beneficial Ownership Certification is true amount of the estimated Proved Reserves shown in the Initial Reserve Report since the date thereof, except for changes which have occurred as a result of production in the ordinary course of business and correct (y) as of the Closing Date, at the time furnished, the Initial Reserve Report did not omit any material statement or information necessary to cause the same not to be misleading to the Administrative Agent and the Lenders in all any material respectsrespect.

Disclosure; No Material Misstatements. None of the written reportsThe certificates, financial statements, certificates or reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing Guarantor to the Administrative Agent or any Lender or any of their Affiliates and the Lenders in connection with the negotiation of this Agreement or any other Loan Document or included therein or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished)pursuant thereto, taken as a whole, contains do not contain any material misstatement of fact or omits omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of the date such information is dated or certified; provided that (a)) to the extent any such certificate, with respect to financial projectionsstatement, prospect informationreport, geological and geophysical data, engineering projections and other forward looking or information and information of was based upon or constitutes a general economic forecast or industry specified natureprojection, the Parent and the Borrower represents jointly and severally represent only that it acted in good faith and utilized reasonable assumptions at the time such information was prepared furnished in good faith based upon assumptions believed to be reasonable at the time preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Parent and the Borrower makes make no representation that such projections will be realized), (b) with respect to any financial statements so furnished, the Parent and the Borrower jointly and severally represent only that (except as noted otherwise therein or as otherwise customary for non-annual financial statements) such financial statements present fairly in all material respects the financial condition and results of operations of the described Persons in accordance with GAAP consistently applied, and (bc) as to statements, information and reports supplied by third parties, the Parent and the Borrower represents jointly and severally represent only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially material misleading information or fail to take into account known material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower Parent and the its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower Parent and the its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Disclosure; No Material Misstatements. None of the written reports, financial statements, certificates or other written information, taken as a whole, furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing Credit Parties and their respective Subsidiaries to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of pursuant to this Agreement or any other Loan Document or delivered by the Borrower, any other Credit Party or any of their respective Subsidiaries to the Administrative Agent or any Lender hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, ) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in the light of the circumstances under which they were made, not materially misleading as of on the date such information is dated or certifiedwhen furnished; provided that (a), with respect to financial projectionsestimates, prospect projected or forecasted financial information and other forward-looking information, geological the Credit Parties each represents and geophysical data, engineering projections and other forward looking information and information of a general economic or industry specified nature, the Borrower represents warrants only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (of preparation; it being recognized by the Lendersunderstood that (a) such projections and forecasts, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and forecasts are not a guarantee of financial performance, and (b) as no representation is made with respect to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement a general economic or omission thereingeneral industry nature. There are no statements or conclusions in any Reserve Report or in any information delivered in connection therewith which are based upon or include materially misleading information of a material fact or fail to take into account material information known to the Borrower regarding the material matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries and production and cost estimates contained in each Reserve Report and in other information delivered in connection therewith are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that no warranty is made with respect to such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respectsprojections.

Disclosure; No Material Misstatements. None of the written reports, financial statements, certificates or other information, written information (other than Reserve Reports and any information delivered in connection therewith) furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of pursuant to this Agreement or any other Loan Document or delivered by the Borrower or any Restricted Subsidiary to the Administrative Agent or any Lender hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, ) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of on the date such information is dated or certifiedwhen furnished; provided that (a), with respect to financial projectionsestimates, prospect information, geological and geophysical data, engineering projections projected or forecasted financial information and other forward forward-looking information and information of a general economic or industry specified natureinformation, the Borrower represents and warrants only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (of preparation; it being recognized by the Lendersunderstood that (a) such projections and forecasts, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and forecasts are not a guarantee of financial performance, and (b) as no representation is made with respect to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement a general economic or omission thereingeneral industry nature. There are no statements or conclusions in any Reserve Report or in any information delivered in connection therewith which are based upon or include materially misleading information of a material fact or fail to take into account material 13911654.6 information known to the Borrower regarding the material matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report and in other information delivered in connection therewith are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that no warranty is made with respect to such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respectsprojections.

Disclosure; No Material Misstatements. None of the written reports, financial statements, certificates certificates, reports or other information, written information furnished by or on behalf of the Borrower Parent Guarantor or any Restricted Subsidiary in writing other Credit Party to the Arranger, the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of pursuant to this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, ) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of on the date such information is dated or certifiedwhen furnished; provided that (a), with respect to financial projectionsestimates, prospect information, geological and geophysical data, engineering projections projected or forecasted financial information and other forward forward-looking information and information of a general economic or industry specified natureinformation, the Borrower represents and warrants only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (of preparation; it being recognized by the Lendersunderstood that (1) such projections and forecasts, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and thatthat such projections and forecasts are not a guarantee of financial performance, and (2) no representation is made with respect to information of a general economic or general industry nature. There are no statements or conclusions in any Reserve ReportsReport which are based upon or include materially misleading information of a material fact or fail to take into account material information, in light of the circumstances under which they are made, regarding the material matters reported therein, on the date when furnished, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Parent Guarantor and the Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it warranty is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) made with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respectsprojections.

Disclosure; No Material Misstatements. The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any Loan Party is subject, and all other existing facts and circumstances applicable to the Loan Parties known to the Borrower, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the written reports, financial statements, certificates or other informationwritten information (other than any projections, forward-looking information or information of a general economic or industry specific nature) furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing Group Members to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), when taken as a whole, contains any untrue statement of a material misstatement of fact or omits to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not materially misleading as of the date such information is dated or certified(giving effect to all supplements thereto); provided that (a)that, with respect to projected financial projections, prospect or other information, geological and geophysical data, engineering projections and other forward looking information and information of a general economic or industry specified nature, the Borrower represents Group Members represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being recognized by the Lenders, however, parties hereto that projections such projected financial or other information are as to future events and are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are beyond the Group Members’ control, and no assurance can be given that any particular financial projections will be realized, and that actual results during the period(s) period or periods covered by any such projections may differ from the projected results results, and that such differences may be material and thatmaterial, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that there are industrywide risks normally associated with the types of businesses conducted by the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission thereinits Subsidiaries). There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading material information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production, cost estimates, geographical or geological data and information of the Borrower and the Restricted Subsidiaries and production and cost estimates a general economic or general industry nature contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries Group Members do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Disclosure; No Material Misstatements. The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any Loan Party is subject, and all other existing facts and circumstances applicable to the Loan Parties known to the Borrower, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the written reports, financial statements, certificates or other informationwritten information (other than any projections, forward-looking information or information of a general economic or industry specific nature) furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing Group Members to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), when taken as a whole, contains any untrue statement of a material misstatement of fact or omits to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not materially misleading as of the date such information is dated or certified(giving effect to all supplements thereto); provided that (a)that, with respect to projected financial projections, prospect or other information, geological and geophysical data, engineering projections and other forward looking information and information of a general economic or industry specified nature, the Borrower represents Group Members represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being recognized by the Lenders, however, parties hereto that projections such projected financial or other information are as to future events and are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are beyond the Group Members’ control, and no assurance can be given that any particular financial projections will be realized, and that actual results during the period(s) period or periods covered by any such projections may differ from the projected results results, and that such differences may be material and thatmaterial, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that there are industrywide risks normally associated with the types of businesses conducted by the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission thereinits Subsidiaries. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading material information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production, cost estimates, geographical or geological data and information of the Borrower and the Restricted Subsidiaries and production and cost estimates a general economic or general industry nature contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries Group Members do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Disclosure; No Material Misstatements. None The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other matters known to it, that, individually or in the written aggregate, could reasonably be expected to result in a Material Adverse Effect. Taken as a whole, the reports, financial statements, certificates or other information, information furnished by or on behalf of the Borrower or any Restricted Subsidiary in writing to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, contains ) do not contain any material misstatement of fact or omits omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of the 72 date such information is dated or certified; provided that (a), ) with respect to projected financial projectionsinformation, pro forma financial information, prospect information, geological and geophysical data, Reserve Reports and engineering projections and other forward looking information and information of a general economic or industry specified natureprojections, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. To the knowledge of the Borrower, there is no fact peculiar to the Borrower or any Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of the Borrower or any Restricted Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it being is understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.