Common use of SEC Documents; Undisclosed Liabilities Clause in Contracts

SEC Documents; Undisclosed Liabilities. (a) Since December 31, 2017, the Company has filed or furnished with the SEC all forms, registration statements, reports, schedules and statements required to be filed or furnished under the Exchange Act and the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently Filed Company SEC Document prior to the date of this Agreement, in which case as of the date of such amendment), each Filed Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be and did not contain any untrue statement of a material fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end adjustments). (c) Except as reflected or reserved against in the consolidated balance sheet of the Company, as of December 31, 2018, or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company and the Company Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of the Company and the Company Subsidiaries, as of the dates reflected therein.

SEC Documents; Undisclosed Liabilities. (a) Since December 31, 2017, the The Company has filed or furnished all required reports, schedules, forms, statements and other documents with the SEC all formssince January 26, registration statements, reports, schedules and statements required to be filed or furnished under 2002 (the Exchange Act and the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently Filed "Company SEC Document prior to the date Documents"). As of this Agreement, in which case as of the date of such amendment)its date, each Filed Company SEC Document complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act and the Securities Act, as the case may be be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and did not contain any untrue statement of a material fact, fact or omit to state a material fact required to be stated therein or necessary in order to make the statements madetherein (other than in the case of registration statements of the Company filed under the Securities Act, in light of the circumstances under which they were made, ) not misleading. (b) , except to the extent that such Company SEC Document has been modified or superseded by a later filed Company SEC Document. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents Company's (i) annual report on Form 10-K for the fiscal year ended January 25, 2003 and (ii) quarterly report on Form 10-Q for the quarterly period ended April 26, 2003, complied at the time they were filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“"GAAP”") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) each fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods covered thereby then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (c) . Except as reflected for liabilities incurred in connection with the transactions contemplated by this Agreement or reserved against in the consolidated ordinary course of business since the date of the most recent balance sheet of the Company, as of December 31, 2018, or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes theretoDocuments, the “Company Balance Sheet”), neither the Company and the nor any Company Subsidiaries do not have Subsidiary has any liability liabilities or obligation obligations of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), (ii) liabilities or obligations not required by GAAP to be disclosed in set forth on a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expectedwhich, individually or in the aggregate, to would have a Company Material Adverse Effect. (d) The . None of the Company has established and maintains disclosure controls and procedures and a system Subsidiaries is subject to the informational reporting requirements of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under Section 13 of the Exchange Act) as required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company and the Company Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of the Company and the Company Subsidiaries, as of the dates reflected therein.

SEC Documents; Undisclosed Liabilities. (a) Since December 31, 2017, the The Company has filed or furnished with the SEC all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents required to be filed or furnished under by the Company with the SEC since December 31, 2002 pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act and of 1934, as amended (the Securities “Exchange Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness”) (except to the extent amended by a subsequently Filed “Company SEC Document prior to the date Documents”). (b) As of this Agreement, in which case as of the date of such amendment)its respective date, each Filed Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Actrules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, as the case may be and did not contain any untrue statement of a material fact, fact or omit to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. (b) . Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents (i) complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (c) Except as reflected or reserved against set forth in the consolidated balance sheet of financial statements filed with the Company2004 10-K or incurred in the ordinary course since December 31, 2004, as of December 31, 2018, or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), date of this Agreement neither the Company and the nor any Company Subsidiaries do not have Subsidiary has any liability liabilities or obligation obligations of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expectedthat, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. (d) The None of the Company Subsidiaries is, or has established at any time been, subject to the reporting requirements of Sections 13(a) and maintains disclosure controls and procedures and a system 15(d) of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company and the Company Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of the Company and the Company Subsidiaries, as of the dates reflected therein.

SEC Documents; Undisclosed Liabilities. (a) Since December 31, 2017, the Company Marathon has filed or furnished with the SEC all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents (including exhibits and amendments thereto) required to be filed or furnished under by Marathon with the SEC since January 1, 2004 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act and (the Securities Act. At the time filed “Marathon SEC Documents”). (or, in the case b) As of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently Filed Company SEC Document prior to the date of this Agreement, in which case as of the date of such amendment)its respective date, each Filed Company Marathon SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Actrules and regulations of the SEC promulgated thereunder applicable to such Marathon SEC Document, as the case may be and did not contain any untrue statement of a material fact, fact or omit to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading. (b) . Except to the extent that information contained in any Marathon SEC Document has been revised or superseded by a later filed Marathon SEC Document, none of the Marathon SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Marathon included in the Filed Company Marathon SEC Documents (i) complied comply as to form in all material respects with applicable accounting requirements, and the published rules and regulations of the SEC SEC, with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) on that basis fairly present in all material respects the consolidated financial position of the Company Marathon and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby shown (subject, in the case of unaudited quarterly interim financial statements, to normal year-end audit adjustments). (c) Except as reflected or reserved against disclosed in the consolidated balance sheet of the CompanyMarathon SEC Documents, as of December 31, 2018, the date of this Agreement neither Marathon nor any Marathon Subsidiary has any liabilities or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any liability or obligation obligations of any nature (whether accrued, absolute, contingent liquidated, unliquidated, fixed, contingent, disputed, undisputed, legal or otherwiseequitable) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), (ii) liabilities or obligations not required by GAAP to be disclosed in set forth on a consolidated balance sheet of the Company Marathon and its consolidated subsidiaries or disclosed in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expectedthat, individually or in the aggregate, would reasonably be expected to have a Company Marathon Material Adverse Effect. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 Notwithstanding anything to the date of contrary contained in this AgreementSection 7.06, the Company’s auditors and Marathon Parties do not make any representation or warranty as to the Company Board have not been advised financial statements, financial position, results of (i) operations or cash flows of MAP, as to any significant deficiencies other statement, omission or material weaknesses information relating to MAP included or incorporated by reference in the design Marathon SEC Documents, or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company and the Company Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable as to the production and marketing activities business, assets, liabilities, condition (financial or otherwise), operations or prospects of the Company and the Company Subsidiaries, as of the dates reflected thereinMAP.

SEC Documents; Undisclosed Liabilities. (a) Since December 31, 2017, the Company Opco has filed or furnished with the SEC all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents required to be filed or furnished under by Opco with the SEC since December 31, 2002 pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act and of 1934, as amended (the Securities “Exchange Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness”) (except to the extent amended by a subsequently Filed Company “Aqua SEC Document prior to the date Documents”). (b) As of this Agreement, in which case as of the date of such amendment)its respective date, each Filed Company Aqua SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Actrules and regulations of the SEC promulgated thereunder applicable to such Aqua SEC Document, as the case may be and did not contain any untrue statement of a material fact, fact or omit to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. (b) . Except to the extent that information contained in any Aqua SEC Document has been revised or superseded by a later filed Aqua SEC Document, none of the Aqua SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Aqua included in the Filed Company Aqua SEC Documents (i) complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company Opco and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (c) Except as reflected or reserved against set forth in the consolidated balance sheet of financial statements filed with the Company2004 10-K or incurred in the ordinary course since December 31, 2004, as of December 31, 2018, the date of this Agreement neither Aqua nor any Aqua Subsidiary has any liabilities or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any liability or obligation obligations of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expectedthat, individually or in the aggregate, could reasonably be expected to have a Company an Aqua Material Adverse Effect. (d) The Company None of the Aqua Subsidiaries (other than Opco) is, or has established at any time been, subject to the reporting requirements of Sections 13(a) and maintains disclosure controls and procedures and a system 15(d) of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company and the Company Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of the Company and the Company Subsidiaries, as of the dates reflected therein.

SEC Documents; Undisclosed Liabilities. (a) Since December 31, 2017, the Company Marathon has filed or furnished with the SEC all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents (including exhibits and amendments thereto) required to be filed or furnished under by Marathon with the SEC since January 1, 2004 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act and (the Securities Act. At the time filed "Marathon SEC Documents"). (or, in the case b) As of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently Filed Company SEC Document prior to the date of this Agreement, in which case as of the date of such amendment)its respective date, each Filed Company Marathon SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Actrules and regulations of the SEC promulgated thereunder applicable to such Marathon SEC Document, as the case may be and did not contain any untrue statement of a material fact, fact or omit to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading. (b) . Except to the extent that information contained in any Marathon SEC Document has been revised or superseded by a later filed Marathon SEC Document, none of the Marathon SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Marathon included in the Filed Company Marathon SEC Documents (i) complied comply as to form in all material respects with applicable accounting requirements, and the published rules and regulations of the SEC SEC, with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) on that basis fairly present in all material respects the consolidated financial position of the Company Marathon and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby shown (subject, in the case of unaudited quarterly interim financial statements, to normal year-end audit adjustments). (c) Except as reflected or reserved against disclosed in the consolidated balance sheet of the CompanyMarathon SEC Documents, as of December 31, 2018, the date of this Agreement neither Marathon nor any Marathon Subsidiary has any liabilities or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any liability or obligation obligations of any nature (whether accrued, absolute, contingent liquidated, unliquidated, fixed, contingent, disputed, undisputed, legal or otherwiseequitable) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), (ii) liabilities or obligations not required by GAAP to be disclosed in set forth on a consolidated balance sheet of the Company Marathon and its consolidated subsidiaries or disclosed in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expectedthat, individually or in the aggregate, would reasonably be expected to have a Company Marathon Material Adverse Effect. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 Notwithstanding anything to the date of contrary contained in this AgreementSection 7.06, the Company’s auditors and Marathon Parties do not make any representation or warranty as to the Company Board have not been advised financial statements, financial position, results of (i) operations or cash flows of MAP, as to any significant deficiencies other statement, omission or material weaknesses information relating to MAP included or incorporated by reference in the design Marathon SEC Documents, or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company and the Company Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable as to the production and marketing activities business, assets, liabilities, condition (financial or otherwise), operations or prospects of the Company and the Company Subsidiaries, as of the dates reflected thereinMAP.

SEC Documents; Undisclosed Liabilities. (a) Since December 31, 2017, the Company Ashland has filed or furnished with the SEC all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents (including exhibits and amendments thereto) required to be filed or furnished under by Ashland with the SEC since October 1, 2003, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act and (the Securities Act. At the time filed “Ashland SEC Documents”). (or, in the case b) As of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently Filed Company SEC Document prior to the date of this Agreement, in which case as of the date of such amendment)its respective date, each Filed Company Ashland SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Actrules and regulations of the SEC promulgated thereunder applicable to such Ashland SEC Document, as the case may be and did not contain any untrue statement of a material fact, fact or omit to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading. (b) . Except to the extent that information contained in any Ashland SEC Document has been revised or superseded by a later filed Ashland SEC Document, none of the Ashland SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Ashland included in the Filed Company Ashland SEC Documents (i) complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with U.S. generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) on that basis fairly present in all material respects the consolidated financial position of the Company Ashland and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby shown (subject, in the case of unaudited quarterly interim financial statements, to normal year-end audit adjustments). (c) Except as reflected or reserved against disclosed in the consolidated balance sheet of the CompanyAshland SEC Documents, as of December 31, 2018, the date of this Agreement neither Ashland nor any Ashland Subsidiary has any liabilities or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any liability or obligation obligations of any nature (whether accrued, absolute, contingent liquidated, unliquidated, fixed, contingent, disputed, undisputed, legal or otherwiseequitable) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), (ii) liabilities or obligations not required by GAAP to be disclosed in set forth on a consolidated balance sheet of the Company Ashland and its consolidated subsidiaries or disclosed in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expectedthat, individually or in the aggregate, would reasonably be expected to have a Company an Ashland Material Adverse Effect. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 Notwithstanding anything to the date of contrary contained in this AgreementSection 6.06, the Company’s auditors and Ashland Parties do not make any representation or warranty as to the Company Board have not been advised financial statements, financial position, results of (i) operations or cash flows of MAP, as to any significant deficiencies other statement, omission or material weaknesses information relating to MAP included or incorporated by reference in the design Ashland SEC Documents, or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company and the Company Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable as to the production and marketing activities business, assets, liabilities, condition (financial or otherwise), operations or prospects of the Company and the Company Subsidiaries, as of the dates reflected thereinMAP.

SEC Documents; Undisclosed Liabilities. (a) Since December 31, 2017, the The Company has -------------------------------------- filed or furnished all required reports, schedules, forms and registration statements with the SEC since January 1, 1998 (collectively, and in each case including all formsexhibits and schedules thereto and documents incorporated by reference therein, registration statementsthe "SEC Documents"). As of their respective dates, reports, schedules and statements required to be filed or furnished under the Exchange Act and the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently Filed Company SEC Document prior to the date of this Agreement, in which case as of the date of such amendment), each Filed Company SEC Document Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be be, and did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact, fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. (b) . The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents (ithe "SEC Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (c) Except as reflected or reserved against in the consolidated balance sheet of the Company, as of . Since December 31, 20181999, or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), neither the Company and the Company Subsidiaries do not have nor any liability of its subsidiaries, has incurred any liabilities or obligation obligations of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding)required, (ii) liabilities or obligations not required if known, to be disclosed in reflected or reserved against on a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP except (i) as and to the rules and regulations extent set forth on the audited balance sheet of the SEC applicable Company and its subsidiaries as of December 31, 1999 (including the notes thereto), (iiiii) liabilities or obligations as incurred in connection with the transactions contemplated hereby by this Agreement, (iii) as incurred after December 31, 1999 in the ordinary course of business and consistent with past practice, (iv) liabilities as described in the SEC Documents filed since December 31, 1999 (the "Recent SEC Documents"), or obligations that (v) as would not reasonably be expectednot, individually or in the aggregate, to have a Company Material Adverse Effect. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company and the Company Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of the Company and the Company Subsidiaries, as of the dates reflected therein.

SEC Documents; Undisclosed Liabilities. (a) Since December 31Patriot and OPCO have -------------------------------------- filed all required reports, 2017schedules, the Company has filed or furnished forms, statements and other documents with the SEC all formssince January 1, registration statements1996 (the "Patriot SEC Documents"). As of their respective dates, reports, schedules and statements required to be filed or furnished under the Exchange Act and the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently Filed Company Patriot SEC Document prior to the date of this Agreement, in which case as of the date of such amendment), each Filed Company SEC Document Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be be, and did not contain the rules and regulations of the SEC promulgated thereunder applicable to such Patriot SEC Documents, and none of the Patriot SEC Documents when filed contained any untrue statement of a material fact, fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. (b) . Except to the extent that information contained in any Patriot SEC Document has been revised or superseded by a later Patriot Filed SEC Document, as of the date hereof none of the Patriot SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Patriot and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company OPCO included in the Filed Company Patriot SEC Documents (i) complied comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company Patriot and its OPCO and their respective consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). . Except (ci) Except as reflected in such financial statements or reserved against in the consolidated balance sheet of the Company, as of December 31, 2018, or the notes thereto, included (ii) as contemplated hereunder, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (including without limitation financing relating to the transactions contemplated hereby), and (iv) for liabilities and obligations incurred since September 30, 1997 in the Filed Company SEC Documents (such balance sheet and the notes theretoordinary course of business consistent with past practice, the “Company Balance Sheet”)neither Patriot, the Company and the Company OPCO nor any of their respective Subsidiaries do not have has any liability liabilities or obligation obligations of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), (ii) including liabilities or obligations not arising under any Environmental Laws, required by generally accepted accounting principles to be disclosed reflected in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP Patriot and the rules OPCO and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby their respective consolidated Subsidiaries and (iv) liabilities or obligations that would not reasonably be expectedwhich, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse EffectPatriot MAE. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company and the Company Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of the Company and the Company Subsidiaries, as of the dates reflected therein.

SEC Documents; Undisclosed Liabilities. (a) Since December 31As of August 22, 2017, 2006 no Newco Party is subject to the Company reporting requirements of Section 13(a) or 15(d) of the Exchange Act. Weyerhaeuser has filed or furnished with the SEC all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents required to be filed or furnished under by Weyerhaeuser with the SEC since January 1, 2005 pursuant to Sections 13(a) and 15(d) of the Exchange Act Act, and the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently Filed Company SEC Document prior to the date of this Agreement, in which case as of the date of such amendment)its respective date, each Filed Company SEC Document such report, schedule, form, statement or other document complied in all material respects with the applicable requirements of the Exchange Act except for such failures to make such filings that, individually or in the aggregate, would not have a materially adverse effect on, or materially delay, the ability of Weyerhaeuser to perform its obligations under this Agreement and the Securities Actother Transaction Documents or to consummate the Transaction. With respect to the Newco Business only, Weyerhaeuser has not filed any documents with the SEC since January 1, 2005 under Section 13(a) or 15(d) of the Exchange Act which, as of their respective dates (or, if amended or superseded by a filing prior to August 22, 2006, then on the case may be and did not contain date of such filing) contained any untrue statement of a material fact, fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements Section 4.06(b) of the Weyerhaeuser Disclosure Letter includes (i) an unaudited balance sheet with respect to the Newco Business (other than the Canadian Logging, Forest Management and the unaudited quarterly financial statements Saw Mill Operations) at March 26, 2006 (including, in each case, together with the notes thereto, the “Interim Newco Balance Sheet”) and the related unaudited statements of income and cash flows for the Company included 13-week period ended March 26, 2006 (together with the notes thereto and the Interim Newco Balance Sheet, the “Interim Newco Financial Statements”) and (ii) an unaudited balance sheet with respect to the Newco Business (other than the Canadian Logging, Forest Management and Saw Mill Operations) at December 25, 2005 (together with the notes thereto, the “2005 Newco Balance Sheet”) and the related unaudited statements of income and cash flows for the twelve month period ended December 25, 2005 (together with the notes thereto and the 2005 Newco Balance Sheet, the “2005 Unaudited Newco Financial Statements” and, together with the Interim Newco Financial Statements, the “Unaudited Newco Financial Statements”). The Unaudited Newco Financial Statements and, when delivered in accordance with Section 6.24(a), the Filed Company SEC Documents Audited Newco Financial Statements (as defined in Section 6.24(a)) (collectively, the “Newco Financial Statements”), (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (exceptand, in the case of unaudited quarterly statementsthe Audited Newco Financial Statements, as permitted by Form 10-Q shall have been) prepared in accordance with the books of account and other financial records of Weyerhaeuser and its subsidiaries, (ii) present fairly (and, in the case of the SEC or other rules and regulations of the SEC) applied Audited Newco Financial Statements, shall present fairly), in all material respects on a consistent basis during respects, the financial position of the Newco Business (in the case of the Unaudited Newco Financial Statements other than the Canadian Logging, Forest Management and Saw Mill Operations) and the results of its operations and changes in cash flows as of the dates thereof and for the periods involved covered thereby, (iii) have been (and, in the case of the Audited Newco Financial Statements, shall have been) prepared in accordance with U.S. GAAP, in a manner and using accounting principles consistent with Weyerhaeuser’s historical financial statements (except as may be indicated in the notes thereto) thereto and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments), and (iv) in the case of the Audited Newco Financial Statements, shall meet the requirements of Regulation S-X, promulgated pursuant to the Securities Act. (c) Except as reflected or reserved against in set forth on the consolidated balance sheet of the Company, as of December 31, 2018, or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes theretoInterim Newco Balance Sheet, the “Company Balance Sheet”)Newco Business (other than the Canadian Logging, the Company Forest Management and the Company Subsidiaries do not have any Saw Mill Operations) has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding)▇▇▇▇▇ ▇▇, ▇▇▇▇, (ii▇▇) liabilities or obligations not required to be disclosed in on a consolidated balance sheet of for the Company Newco Business prepared in accordance with U.S. GAAP or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, or (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Company Newco Material Adverse Effect. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company and the Company Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of the Company and the Company Subsidiaries, as of the dates reflected therein.

SEC Documents; Undisclosed Liabilities. (a) Since December 31, 20172022, the Company Parent has filed or furnished with the SEC all forms, registration statements, reports, schedules and statements required to be filed or furnished under the Exchange Act and the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently Filed Company Parent SEC Document prior to the date of this Agreement, in which case as of the date of such amendment), each Filed Company Parent SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be and did not contain any untrue statement of a material fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Parent included in the Filed Company Parent SEC Documents (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end adjustments). (c) Except as reflected or reserved against in the consolidated balance sheet of the CompanyParent, as of December 31September 30, 20182024, or the notes thereto, included in the Filed Company Parent SEC Documents (such balance sheet and the notes thereto, the “Company Parent Balance Sheet”), the Company Parent and the Company Parent Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Parent Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of the Company Parent or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expected, individually or in the aggregate, to have a Company Parent Material Adverse Effect. (d) The Company Parent has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the CompanyParent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2023 to the date of this Agreement, the CompanyParent’s auditors and the Company Parent Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the CompanyParent’s or its Subsidiaries’ ability to record, process, summarize and report financial information (including compliance with GAAP) or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s or its Subsidiaries’ internal control over financial reporting. (e) The Filed Company Parent SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company Parent and the Company Parent Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of the Company Parent and the Company Parent Subsidiaries, as of the dates reflected therein.

SEC Documents; Undisclosed Liabilities. (a) Since December 31, 2017, the The Company has filed or furnished -------------------------------------- all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994, (collectively, and in each case including all formsexhibits and schedules thereto and documents incorporated by reference therein, registration statementsthe "SEC Documents"). As of their respective dates, reports, schedules and statements required to be filed or furnished under the Exchange Act and the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently Filed Company SEC Document prior to the date of this Agreement, in which case as of the date of such amendment), each Filed Company SEC Document Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be be, and did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact, fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. (b) . The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents (ithe "SEC Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (c) Except as reflected or reserved against in the consolidated balance sheet of the Company. Since November 30, as of December 311996, 2018, or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), neither the Company and the Company Subsidiaries do not have nor any liability of its subsidiaries, has incurred any liabilities or obligation obligations of any nature (whether accrued, absolute, contingent or otherwise) other than except (i) liabilities or obligations incurred in as and to the ordinary course of business since extent set forth on the date audited balance sheet of the Company Balance Sheet and its subsidiaries as of November 30, 1996 (other than any liability for breaches of Contract or relating to any Proceedingincluding the notes thereto), (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations as incurred in connection with the transactions contemplated hereby by this Agreement, (iii) as incurred after November 30, 1996 in the ordinary course of business and consistent with past practice, (iv) liabilities as described in the SEC Documents filed since November 30, 1996 (the "Recent SEC Documents"), or obligations that (v) as would not reasonably be expectednot, individually or in the aggregate, to have a Company Material Adverse Effect. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of material adverse effect with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company and the Company Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of the Company and the Company Subsidiaries, as of the dates reflected therein.

SEC Documents; Undisclosed Liabilities. (a) Since December 31, 2017, the The Company has filed or furnished all -------------------------------------- required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994, (collectively, and in each case including all formsexhibits and schedules thereto and documents incorporated by reference therein, registration statementsthe "SEC Documents"). As of their respective dates, reports, schedules and statements required to be filed or furnished under the Exchange Act and the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently Filed Company SEC Document prior to the date of this Agreement, in which case as of the date of such amendment), each Filed Company SEC Document Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be be, and did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact, fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. (b) . The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents (ithe "SEC Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (c) Except as reflected or reserved against in the consolidated balance sheet of the Company, as of . Since December 31, 20181995, or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), neither the Company and the Company Subsidiaries do not have nor any liability of its subsidiaries, has incurred any liabilities or obligation obligations of any nature (whether accrued, absolute, contingent or otherwise) other than except (i) liabilities or obligations incurred in as and to the ordinary course of business since extent set forth on the date audited balance sheet of the Company Balance Sheet and its subsidiaries as of December 31, 1995 (other than any liability for breaches of Contract or relating to any Proceedingincluding the notes thereto), (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations as incurred in connection with the transactions contemplated hereby by this Agreement, (iii) as incurred after December 31, 1995 in the ordinary course of business and consistent with past practice, (iv) liabilities as described in the SEC Documents filed since December 31, 1995 (the "Recent SEC Documents"), or obligations that (v) as would not reasonably be expectednot, individually or in the aggregate, to have a Company Material Adverse Effect. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of material adverse effect with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company and the Company Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of the Company and the Company Subsidiaries, as of the dates reflected therein.

SEC Documents; Undisclosed Liabilities. (a) Since December 31, 2017, the The Company has filed or furnished all required reports, schedules, forms and registration statements with the SEC since January 1, 1998 (collectively, and in each case including all formsexhibits and schedules thereto and documents incorporated by reference therein, registration statementsthe "SEC Documents"). As of their respective dates, reports, schedules and statements required to be filed or furnished under the Exchange Act and the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently Filed Company SEC Document prior to the date of this Agreement, in which case as of the date of such amendment), each Filed Company SEC Document Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be be, and did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact, fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. (b) . The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents (i) complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (c) . Except as reflected or reserved against in the consolidated balance sheet set forth on Section 4.5 of the CompanyCompany Disclosure Schedule, as of since December 31, 20181999, or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), neither the Company and the Company Subsidiaries do not have nor any liability of its subsidiaries, has incurred any liabilities or obligation obligations of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding)required, (ii) liabilities or obligations not required if known, to be disclosed in reflected or reserved against on a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP except (i) as and to the rules and regulations extent set forth or reflected on the audited balance sheet of the SEC applicable Company and its subsidiaries as of December 31, 1999 (including the notes thereto), (iiiii) liabilities or obligations as incurred in connection with the transactions contemplated hereby by this Agreement, (iii) as incurred after December 31, 1999 in the ordinary course of business and consistent with past practice, (iv) liabilities as described in the SEC Documents filed since December 31, 1999 (the "Recent SEC Documents"), or obligations that (v) as would not reasonably be expectednot, individually or in the aggregate, to have a Company Material Adverse Effect. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company and the Company Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of the Company and the Company Subsidiaries, as of the dates reflected therein.

SEC Documents; Undisclosed Liabilities. (a) Since December 31, 2017, the The Company has filed or furnished -------------------------------------- all required reports, schedules, forms and registration statements with the SEC since January 1, 1998 (collectively, and in each case including all formsexhibits and schedules thereto and documents incorporated by reference therein, registration statementsthe "SEC Documents"). As of their respective dates, reports, schedules and statements required to be filed or furnished under the Exchange Act and the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently Filed Company SEC Document prior to the date of this Agreement, in which case as of the date of such amendment), each Filed Company SEC Document Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be be, and did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact, fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. (b) . The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents (ithe "SEC Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (c) Except as reflected or reserved against in the consolidated balance sheet of the Company, as of . Since December 31, 20181999, or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), neither the Company and the Company Subsidiaries do not have nor any liability of its subsidiaries, has incurred any liabilities or obligation obligations of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding)required, (ii) liabilities or obligations not required if known, to be disclosed in reflected or reserved against on a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP except (i) as and to the rules and regulations extent set forth on the audited balance sheet of the SEC applicable Company and its subsidiaries as of December 31, 1999 (including the notes thereto), (iiiii) liabilities or obligations as incurred in connection with the transactions contemplated hereby by this Agreement, (iii) as incurred after December 31, 1999 in the ordinary course of business and consistent with past practice, (iv) liabilities as described in the SEC Documents filed since December 31, 1999 (the "Recent SEC Documents"), or obligations that (v) as would not reasonably be expectednot, individually or in the aggregate, to have a Company Material Adverse Effect. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company and the Company Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of the Company and the Company Subsidiaries, as of the dates reflected therein.

SEC Documents; Undisclosed Liabilities. (a) Since December 31, 2017, the The Company has filed or furnished with the SEC all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents required to be filed or furnished under by the Exchange Act and Company with the Securities Act. At SEC since January 1, 2001 (the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently Filed "Company SEC Document prior to the date Documents"). As of this Agreement, in which case as of the date of such amendment)its respective date, each Filed Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact, fact or omit to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. . As of the date of this Agreement, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (bfiled on March 29, 2002 and amended on April 30, 2002) (the "2001 Form 10-K"), its definitive Proxy Statement with respect to its 2002 Annual Meeting (filed on July 2, 2002), its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002 (filed on May 14, 2002), June 30, 2002 (filed on August 14, 2002) and September 30, 2002 (filed on November 1, 2002), and its Current Reports on Form 8-K (filed on February 14, 2002, April 19, 2002, July 18, 2002, September 3, 2002 and October 17, 2002) taken together do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents (i) complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“"GAAP”") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (c) . Except as reflected or reserved against in the consolidated balance sheet of the Company, as of December 31, 2018, or the notes thereto, included set forth in the Filed Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”as defined in Section 3.08), neither the Company and the nor any Company Subsidiaries do not have Subsidiary has any liability liabilities or obligation obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto, other than (i) liabilities or obligations incurred in the ordinary course of business consistent with prior practice since the date of the Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of the Company or most recent financial statements included in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, Documents. Except as set forth in all material respects, the outstanding Derivative Transaction positions of the Company and Disclosure Letter, neither the Company Subsidiariesnor any Company Subsidiary is a party to any contract, including Hydrocarbon and financial Derivative Transaction positions attributable to arrangement or understanding with an affiliate of such party that is not disclosed in the production and marketing activities of the Filed Company and the Company Subsidiaries, as of the dates reflected thereinSEC Documents.

SEC Documents; Undisclosed Liabilities. 51148 has filed with the Securities and Exchange Commission (athe “S.E.C.”) Since December 31all reports, 2017schedules, forms, statements and other documents as were required by the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during the period 51148 has been required by law to file such material, and 51148 has delivered or made available to PURCHASER all such reports, schedules, forms, statements and other documents filed by 51148 with the S.E.C. (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the Company has filed or furnished with “51148 S.E.C. Documents”). As of their respective dates, the SEC all forms, registration statements, reports, schedules and statements required to be filed or furnished under the Exchange Act and the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently Filed Company SEC Document prior to the date of this Agreement, in which case as of the date of such amendment), each Filed Company SEC Document 51148 S.E.C. Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be be, and did not contain the rules and regulations of the S.E.C. promulgated thereunder applicable to such 51148 S.E.C. Documents, and none of the 51148 S.E.C. Documents (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact, fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading.. Except to the extent revised or superseded by a subsequent filing with the S.E.C. (a copy of which has been provided to PURCHASER prior to the date of this Agreement), none of the 51148 S.E. (b) C. Documents contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company 51148 included in the Filed Company SEC such 51148 S.E.C. Documents (i) complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC S.E.C. with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of applicable form under the SECExchange Act) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries 51148 as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods covered thereby then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustmentsthe extent they may not include footnotes or may be condensed). (c) Except as reflected or reserved against in the consolidated balance sheet . As of the Companydate of this Agreement, as of December 31, 2018, or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), the Company and the Company Subsidiaries do 51148 does not have any liability liabilities or obligation obligations of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company and the Company Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of the Company and the Company Subsidiaries, as of the dates reflected therein.

SEC Documents; Undisclosed Liabilities. (a) Since December 31, 2017, the The Company has filed or furnished all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1998 (collectively, and in each case including all formsexhibits and schedules thereto and documents incorporated by reference therein, registration statementsand including without limitation the Recent Company SEC Documents (the "Company SEC Documents"). As of their respective dates (or, reportsif amended, schedules and statements required to be filed or furnished under the Exchange Act and the Securities Act. At at the time filed (of such amended filing or, in the case of Securities Act registration statements, solely on their respective effective dates), the dates of effectiveness) (except to the extent amended by a subsequently Filed Company SEC Document prior to the date of this Agreement, in which case as of the date of such amendment), each Filed Company SEC Document Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be be, and did not the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents (including any and all financial statements included therein) as of such dates and as of the date hereof (except as set forth in subsequent filings with the SEC prior to the date hereof) contained or contain any untrue statement of a material fact, fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. (b) . The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents (ithe "Company SEC Financial Statements") complied comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end adjustments). (c) Except as reflected or reserved against in the consolidated balance sheet of the Company, as of December 31, 2018, or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company and the Company Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of the Company and the Company Subsidiaries, as of the dates reflected therein.dates

SEC Documents; Undisclosed Liabilities. (a) Since December 31, 2017, the The Company has filed or furnished -------------------------------------- all required reports, schedules, forms and registration statements with the SEC since January 1, 1996 (collectively, and in each case including all formsexhibits and schedules thereto and documents incorporated by reference therein, registration statementsthe "SEC Documents"). As of their respective dates, reports, schedules and statements required to be filed or furnished under the Exchange Act and the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently Filed Company SEC Document prior to the date of this Agreement, in which case as of the date of such amendment), each Filed Company SEC Document Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be be, and did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact, fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. (b) . The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents (ithe "SEC Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (c) Except as reflected or reserved against in the consolidated balance sheet of the Company, as of . Since December 31, 20181998, or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), neither the Company and the Company Subsidiaries do not have nor any liability of its subsidiaries, has incurred any liabilities or obligation obligations of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding)required, (ii) liabilities or obligations not required if known, to be disclosed in reflected or reserved against on a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP except (i) as and to the rules and regulations extent set forth on the audited balance sheet of the SEC applicable Company and its subsidiaries as of December 31, 1998 (including the notes thereto), (iiiii) liabilities or obligations as incurred in connection with the transactions contemplated hereby by this Agreement, (iii) as incurred after December 31, 1998 in the ordinary course of business and consistent with past practice, (iv) liabilities as described in the SEC Documents filed since December 31, 1998 (the "Recent SEC Documents"), or obligations that (v) as would not reasonably be expectednot, individually or in the aggregate, to have a Company Material Adverse Effect. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company and the Company Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of the Company and the Company Subsidiaries, as of the dates reflected therein.