Common use of Disclosure; No Material Misstatements Clause in Contracts

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor Credit Parties to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document (as modified or included therein or delivered pursuant theretosupplemented by other information so furnished), do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, written statement, written report, or written information was based upon or constitutes a forecast or projection, the Borrower each Credit Party represents only that it acted such certificate, written statement, written report or written information was prepared in good faith and utilized based on assumptions believed to be reasonable assumptions and due care in at the preparation of such certificate, statement, report, or information time delivered (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes Credit Parties make no representation that such projections will be realized) and (b) as to any such written statements, written information and written reports supplied furnished on behalf of the Credit Parties to the Administrative Agent and the Lenders by third partiesparties in connection with the negotiation of any Loan Document (as modified or supplemented by other information so furnished), the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Restricted Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care in at the preparation of such certificate, statement, report, or information time (it being recognized by the Lenders, however, understood that projections as to future events are not to be viewed as facts and that actual results during the period(s) covered by such projections may differ vary from the projected results and that such differences may be material and that financial information). There is no fact peculiar to the Borrower makes no representation that such projections will or any Restricted Subsidiary which could reasonably be realized) expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and (b) as which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to statements, information and reports supplied the Administrative Agent or the Lenders by third parties, or on behalf of the Borrower represents only that it is not aware of or any material misstatement or omission thereinRestricted Subsidiary on the date hereof in connection with the transactions contemplated hereby. There are no No statements or conclusions exist in any Reserve Report which are based upon or include material misleading information or which fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable therein to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinionsextent such misstatement, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove misleading information or failure could reasonably be expected to have been accuratea Material Adverse Effect.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any Loan Party is subject, and all other existing facts and circumstances applicable to the Loan Parties known to the Borrower, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Loan Parties to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not under any other Loan Document (as modified or supplemented by other information so furnished) contain any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of misleading; provided that, with respect to projected financial or other information, the date Loan Parties represent only that such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any other Loan Party which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any other Loan Party prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Restricted Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Restricted Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no No statements or conclusions exist in any Reserve Report which are based upon or include material misleading information or which fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable therein to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinionsextent such misstatement, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove misleading information or failure could reasonably be expected to have been accuratea Material Adverse Effect.

Disclosure; No Material Misstatements. (a) The certificatesBorrower has disclosed or made available to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it, or any of the other Loan Parties is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Loan Parties to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant theretounder any other Loan Document (as modified or supplemented by other information so furnished (including, do not contain with respect to the Information)), when taken as a whole, contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated made or certifieddeemed made; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized reasonable based upon assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not believed to be viewed as facts and that results during reasonable at the period(s) covered by time such projections may differ from financial information was prepared. To the projected results and that such differences may be material and that knowledge of the Borrower makes no representation that such projections will be realized) and (b) as to statementsBorrower, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There there are no statements or conclusions in any Reserve Report which are based upon or include material materially misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Loan Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. (b) As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and reportscorporate or other restrictions to which it or any of its Subsidiaries is subject, and all other written informationmatters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. To the knowledge of Borrower, taken as a whole, none of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Guarantor Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificateprojected financial information, statementprospect information, report, or information was based upon or constitutes a forecast or projectiongeological and geophysical data and engineering projections, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. To the knowledge of Borrower there is no fact peculiar to the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions known to the Borrower in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

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

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any other Credit Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, financial statements, certificates or other information furnished by or on behalf of any Credit Party to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of misleading; provided that, with respect to projected financial information, the date Credit Parties represent only that such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact peculiar to the Borrower or other Credit Party which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and utilized reasonable assumptions which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and due care statements furnished to the Administrative Agent or the Lenders by or on behalf of the Borrower or any other Credit Party prior to, or on, the date hereof in connection with the transactions contemplated hereby. None of the Credit Parties provided any statements or conclusions in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are were based upon or include material misleading information or fail failed to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Restricted Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as (other than omissions that pertain to matters of a general economic nature or matters of public knowledge that generally affect any of the date such information is dated industry segments of the Borrower or certifiedits Subsidiaries); provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and written statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Restricted Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken Taken as a whole, none of the reports, financial statements, certificates or other written information (other than projections) furnished by or on behalf of the Borrower or any Guarantor Restricted Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant theretounder any other Loan Document (as modified or supplemented by other information so furnished), do not contain when furnished, contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as (other than omissions that pertain to matters of a general economic nature or matters of public knowledge that generally affect any of the date such information is dated industry segments of the Borrower or certifiedits Subsidiaries); provided that (a) that, with respect to the extent any such certificateprojected financial information, statementprospect information, report, or information was based upon or constitutes a forecast or projectiongeological and geophysical data and engineering projections, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care in at the preparation time, recognizing that (a) there are industry-wide risks normally associated with the types of such certificate, statement, report, or information (it being recognized business conducted by the Lenders, however, that projections as to future events are not to be viewed as facts Borrower and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) its Subsidiaries and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Credit Parties and their respective Subsidiaries to the Administrative Agent and the Lenders in connection with the negotiation of or any Lender pursuant to this Agreement or any other Loan Document or included therein delivered by the Borrower, any other Credit Party or delivered pursuant thereto, do not contain any of their respective Subsidiaries to the Administrative Agent or any Lender hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of on the date when furnished; provided that with respect to financial estimates, projected or forecasted financial information and other forward-looking information, the Credit Parties each represents and warrants only that such information is dated or certifiedwas prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; provided it being understood that (a) to the extent any such certificateprojections and forecasts, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and forecasts are not a guarantee of financial performance, and (b) as no representation is made with respect to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement a general economic or omission thereingeneral industry nature. There are no statements or conclusions in any Reserve Report or in any information delivered in connection therewith which are based upon or include material materially misleading information of a material fact or fail to take into account known material information regarding the material matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties Restricted Subsidiaries and production and cost estimates contained in each Reserve Report and in other information delivered in connection therewith are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that no warranty is made with respect to such opinions, estimates and projections will ultimately prove to have been accurateprojections.

Disclosure; No Material Misstatements. The certificatesParent Guarantor has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or the Borrower is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Parent Guarantor or the Borrower or any Guarantor to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower Parent Guarantor represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Parent Guarantor or the Borrower which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Parent Guarantor or the Borrower prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower Parent Guarantor and the other Credit Parties Borrower do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which any Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Loan Parties to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Loan Parties which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Loan Parties prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Loan Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Restricted Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Restricted Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no No statements or conclusions exist in any Reserve Report which are based upon or include material misleading information or which fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable therein to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinionsextent such misstatement, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove misleading information or failure could reasonably be expected to have been accuratea Material Adverse Effect.

Disclosure; No Material Misstatements. The certificatesAs set forth on Schedule 7.11, written statements the Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor of its Subsidiaries to the Administrative Agent, any other Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent, any other Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any of its Subsidiaries prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which any Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Loan Parties to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Loan Parties which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Loan Parties prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Loan Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any Loan Party is subject, and all other existing facts and circumstances applicable to the Loan Parties known to the Borrower, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Loan Parties to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not under any other Loan Document (as modified or supplemented by other information so furnished) contain any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of misleading; provided that, with respect to projected financial or other information, the date Loan Parties represent only that such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted prepared in good faith and utilized reasonable based upon assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not believed to be viewed as facts and that results during reasonable at the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission thereintime. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and reportscorporate or other restrictions to which any Loan Party is subject, and all other written informationmatters known to it, taken that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Taken as a whole, none of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Guarantor Loan Parties to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains material misstatement misstatements of fact or omit omits to state any material fact facts necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificateprojected financial information, statementprospect information, report, or information was based upon or constitutes a forecast or projectiongeological and geophysical data and engineering projections, the Borrower represents only that it acted such information was prepared in good faith and utilized reasonable based upon assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not believed to be viewed as facts and that results during reasonable at the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission thereintime. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. (a) The certificates, written statements and financial statements, reports, and other written information, taken as a whole, furnished by or on behalf of the Parent, the Borrower or any Guarantor to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (ai) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Parent and the Borrower represents jointly and severally represent only that it acted in good faith and utilized reasonable assumptions and due care at the time such information was furnished in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Parent and the Borrower makes make no representation that such projections will be realized), (ii) with respect to any financial statements so furnished, the Parent and the Borrower jointly and severally represent only that (except as noted otherwise therein or as otherwise customary for non-annual financial statements) such financial statements present fairly in all material respects the financial condition and results of operations of the described Persons in accordance with GAAP consistently applied, and (biii) as to statements, information and reports supplied by third parties, the Parent and the Borrower represents jointly and severally represent only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower Parent and the other Credit Parties its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower Parent and the other Credit Parties its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. (b) As of the Effective Date, all of the information included in the Beneficial Ownership Certification, if any, is true and correct.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any Loan Party is subject, and all other existing facts and circumstances applicable to the Loan Parties known to the Borrower, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Loan Parties to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not under any other Loan Document (as modified or supplemented by other information so furnished) contain any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of misleading; provided that, with respect to projected financial or other information, the date Loan Parties represent only that such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any other Loan Party which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any other Loan Party prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.. [Credit Agreement]

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken Taken as a whole, none of the Confidential Information Memorandum dated May 2013, the Lender Presentation dated May 2013 or any reports, financial statements, certificates or other written information (other than projections) furnished by or on behalf of the Borrower or any Guarantor Restricted Subsidiary to the Administrative Agent, the Collateral Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), when furnished (and, with respect to any such information delivered pursuant theretoto the Administrative Agent, do not contain the Collateral Agent or any Lender or any of their Affiliates prior to the Effective Date, on the Effective Date), contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as (other than omissions that pertain to matters of a general economic nature or matters of public knowledge that generally affect any of the date such information is dated industry segments of the Borrower or certifiedits Subsidiaries); provided that (a) that, with respect to the extent any such certificateprojected financial information, statementprospect information, report, or information was based upon or constitutes a forecast or projectiongeological and geophysical data and engineering projections, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care in at the preparation time, recognizing that (a) there are industry-wide risks normally associated with the types of such certificate, statement, report, or information (it being recognized business conducted by the Lenders, however, that projections as to future events are not to be viewed as facts Borrower and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) its Restricted Subsidiaries and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report reserve report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor Each Loan Party has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any Restricted Subsidiary is subject, and all other matters peculiar to it and known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Taken as a whole, none of the other reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not under any other Loan Document (as modified or supplemented by other information so furnished) contain any material misstatement misstatements of fact or omit to state any material fact facts necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificateprojected financial information, statementprospect information, reportgeological and geophysical data and engineering projections, or information was based upon or constitutes a forecast or projection, the Borrower each Loan Party represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. To the knowledge of each Loan Party, there is no fact peculiar to such party or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, report, each Loan Party or information (it being recognized by any Subsidiary in connection with the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission thereintransactions contemplated hereby. There are no statements or conclusions known to any Loan Party in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower each Loan Party and the other Credit Parties each Subsidiary do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesParent Guarantor and the Borrower have disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it, or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Parent Guarantor, the Borrower or any Guarantor Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of misleading; provided that, with respect to projected financial information, the date Parent Guarantor, and the Borrower represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There is dated or certified; provided that (a) no fact peculiar to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionParent Guarantor, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Parent Guarantor, the Borrower and the other Credit Parties their Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Parent Guarantor, the Borrower and the other Credit Parties their Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed or delivered to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact known to the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the date hereof in connection with the transactions contemplated hereby (other than industry wide risks normally associated with the types of businesses conducted by Borrower represents only that it is not aware of any material misstatement or omission thereinand its Subsidiaries). There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

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

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and reportscorporate or other restrictions to which it or any of its Subsidiaries is subject, and all other written informationmatters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. To the knowledge of Borrower, taken as a whole, none of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Guarantor Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificateprojected financial information, statementprospect information, report, or information was based upon or constitutes a forecast or projectiongeological and geophysical data and engineering projections, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. To the knowledge of Borrower there is no fact peculiar to the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereinEffective Date in connection with the transactions contemplated hereby. There are no statements or conclusions known to the Borrower in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Restricted Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized reasonable based upon assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not believed to be viewed as facts and that results during reasonable at the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission thereintime. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it, or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties its Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed or made available to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any of its Subsidiaries or any Guarantor is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Subsidiary or any Guarantor to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any Subsidiary or any Guarantor which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Subsidiary or any Guarantor prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor of its Subsidiaries to the Administrative Agent, any other Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent, any other Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any of its Subsidiaries prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor It has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of it or any of its Subsidiaries to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) provided, with respect to the extent any such certificateprojected financial information, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower it represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to it or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportit or any of its Subsidiaries prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower it and the other Credit Parties its Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower it and the other Credit Parties its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions known to the Borrower in the preparation of any Reserve Report which are were based upon or include material misleading information or fail failed to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. (a) The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other facts and circumstances known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. The written statements and reports, and financial statements, certificates or other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor Restricted Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, under any other Loan Document (as modified or supplemented by other information so furnished) do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There is no fact peculiar to the Borrower or any Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of the Borrower or any Restricted Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. (b) As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Disclosure; No Material Misstatements. The certificatesRRI and the Issuer have disclosed to the Agent and the Holders all agreements, written statements instruments and corporate or other restrictions to which RRI, the Issuer or any other Note Party is subject, and all other existing facts and circumstances applicable to RRI, the Issuer or any other Note Party known to RRI or the Issuer, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of RRI, the Borrower Issuer or any Guarantor other Note Party to the Administrative Agent and the Lenders or any Holder or any of their Affiliates in connection with the negotiation of this Agreement or any Loan other Note Document or included therein delivered hereunder or delivered pursuant thereto, do not under any other Note Document (as modified or supplemented by other information so furnished) contain any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of misleading; provided that, with respect to projected financial or other information, RRI, the date Issuer and the other Note Parties represent only that such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted prepared in good faith and utilized reasonable based upon assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not believed to be viewed as facts and that results during reasonable at the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission thereintime. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that RRI, the Borrower Issuer and the other Credit Note Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower Issuer of its Subsidiaries to any Holder pursuant to this Note or any Guarantor other document or instrument delivered by the Issuer to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document Holder hereunder or included therein under such other document or delivered pursuant thereto, do not contain instrument (as modified or supplemented by other information so furnished or otherwise made publically available) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of on the date when furnished; provided that with respect to financial estimates, projected or forecasted financial information and other forward-looking information, the Issuer represents and warrants only that such information is dated or certifiedwas prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; provided it being understood that (a) to the extent any such certificateprojections and forecasts, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and that the Borrower makes no representation that such projections will and forecasts are not a guarantee of financial performance (it being acknowledged and agreed by the Holders that certain information furnished by the Issuer for purposes of this representation and warranty may contain material non-public information which shall be realized) expressly subject to the confidentiality provision set forth in Section 25 in all respects), and (b) as no representation is made with respect to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement a general economic or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurategeneral industry nature.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, financial statements, certificates or other information furnished by or on behalf of Holdings, the Borrower or any Subsidiary to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Holdings, Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partiesHoldings, the Borrower represents only that it is not aware of or any material misstatement Subsidiary prior to, or omission thereinon, the date hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report or any projections delivered under Section 9.18 which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report or any projections delivered under Section 9.18 are necessarily based upon professional opinions, estimates and projections and that Holdings, the Borrower and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it, the Parent, or any of the Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Parent, the Borrower or any Guarantor Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized reasonable based upon assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not believed to be viewed as facts and that results during reasonable at the period(s) covered by such projections may differ from time. There is no fact peculiar to the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partiesParent, the Borrower represents only that it or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not aware been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of the Parent, the Borrower or any material misstatement Subsidiary prior to, or omission thereinon, the date hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Parent, the Borrower and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all material agreements, written statements instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Restricted Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Restricted Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil Borrowing Base Properties and Gas Properties of the Borrower and the other Credit Parties and related production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrowers have disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and reportscorporate or other restrictions to which it or any of its Subsidiaries is subject, and all other written informationmatters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. To the knowledge of Borrowers, taken as a whole, none of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower Borrowers or any Guarantor Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of misleading; provided that, with respect to projected financial information, prospect information, geological and geophysical data and engineering projections, the date Borrowers represent only that such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. To the knowledge of Borrowers there is no fact peculiar to the Borrowers or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrowers or any Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions known to the Borrowers in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower Borrowers and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and None of the reports, and financial statements, certificates or other written information, taken as a whole, information (other than Reserve Reports and information delivered in connection therewith) furnished by or on behalf of the Borrower or any Guarantor Obligors and their respective Subsidiaries to the Administrative Agent and the Lenders in connection with the negotiation of or any Lender pursuant to this Agreement or any other Loan Document or included therein delivered by the Borrower, any other Obligor or delivered pursuant thereto, do not contain any of their respective Subsidiaries to the Administrative Agent or any Lender hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of on the date when furnished; provided that with respect to financial estimates, projected or forecasted financial information and other forward-looking information, the Obligors each represents and warrants only that such information is dated or certifiedwas prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; provided it being understood that (a) to the extent any such certificateprojections and forecasts, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ CREDIT AGREEMENT significantly from the projected or forecasted results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and forecasts are not a guarantee of financial performance, and (b) as no representation is made with respect to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement a general economic or omission thereingeneral industry nature. There are no statements or conclusions in any Reserve Report or in any information delivered in connection therewith which are based upon or include material materially misleading information of a material fact or fail to take into account known material information regarding the material matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties Restricted Subsidiaries and production and cost estimates contained in each Reserve Report and in other information delivered in connection therewith are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that no warranty is made with respect to such opinions, estimates and projections will ultimately prove to have been accurateprojections.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it, the Parent, or any of the other Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect (other than as a result of the events leading up to, directly arising from, or direct effects of, the commencement or continuance of the Chapter 11 Cases). None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Parent, the Borrower or any Guarantor other Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized reasonable based upon assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not believed to be viewed as facts and that results during reasonable at the period(s) covered by such projections may differ from time. There is no fact peculiar to the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partiesParent, the Borrower represents only that it or any other Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not aware been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of the Parent, the Borrower or any material misstatement other Subsidiary prior to, or omission thereinon, the date hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Parent, the Borrower and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Disclosure; No Material Misstatements. The certificates, written statements and reports, financial statements, certificates and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor Obligors to the Administrative Agent and the Lenders in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, under any other Loan Document (as modified or supplemented by other information so furnished) do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificatereport, financial statement, report, certificate or other written information was based upon or constitutes a forecast or projection, the Borrower each Obligor represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificatereport, financial statement, report, certificate or other written information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes Obligors make no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower each Obligor represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions The information included in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil Beneficial Ownership Certification most recently delivered under this Agreement is true and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained correct in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurateall respects.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed or made available to the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor of its Subsidiaries to the Administrative Agent, any other Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent, any other Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any of its Subsidiaries prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other (a) No written information, taken as report, financial statement, certificate, Borrowing Request, request for a wholeLetter of Credit, exhibit or schedule furnished by or on behalf of the Borrower Parent or any Guarantor Loan Party to the Administrative Agent and the Lenders or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, do not contain taken as a whole, or statements or conclusions in any Reserve Report contained or contains any material misstatement of fact or omit omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, statementinformation, report, financial statement, exhibit or information schedule was based upon or constitutes a forecast or projection, Parent and the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statementinformation, report, financial statement, exhibit or information schedule (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that Parent and the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partiesparties after the Effective Date, Parent and the Borrower each represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Loan Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do does not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. (b) As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

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

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Restricted Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant theretounder any other Loan Document (as modified or supplemented by other information so furnished), do not contain taken as a whole, contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Restricted Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof pursuant to a notice under Section 8.02 in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and financial statements, reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Parent and the Borrower represents jointly and severally represent only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Parent and the Borrower makes make no representation that such projections will be realized), (b) with respect to any financial statements so furnished, the Parent and the Borrower jointly and severally represent only that (except as noted otherwise therein or as otherwise customary for non-annual financial statements) such financial statements present fairly in all material respects the financial condition and results of operations of the described Persons in accordance with GAAP consistently applied, and (bc) as to statements, information and reports supplied by third parties, the Parent and the Borrower represents jointly and severally represent only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower Parent and the other Credit Parties its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower Parent and the other Credit Parties its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant theretounder any other Loan Document (as modified or supplemented by other information so furnished), do not contain contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The None of the financial statements, certificates, written statements and reports, and reports or other written information, taken as a whole, information furnished by or on behalf of the Borrower Parent Guarantor or any Guarantor other Credit Party to the Arranger, the Administrative Agent and the Lenders in connection with the negotiation of or any Lender pursuant to this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of on the date such information is dated or certifiedwhen furnished; provided that (a) with respect to the extent any such certificatefinancial estimates, statement, report, projected or forecasted financial information was based upon or constitutes a forecast or projectionand other forward-looking information, the Borrower represents and warrants only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care in at the preparation time of such certificate, statement, report, or information (preparation; it being recognized by the Lendersunderstood that (1) such projections and forecasts, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and that the Borrower makes such projections and forecasts are not a guarantee of financial performance, and (2) no representation that such projections will be realized) and (b) as is made with respect to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement a general economic or omission thereingeneral industry nature. There are no statements or conclusions in any Reserve Report which are based upon or include material materially misleading information of a material fact or fail to take into account known material information regarding the material matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower Parent Guarantor and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that no warranty is made with respect to such opinions, estimates and projections will ultimately prove to have been accurateprojections.

Disclosure; No Material Misstatements. The certificatesParent, OP LLC and the Borrower have disclosed to the Administrative Agent all matters, except for matters that could reasonably be expected to be known already by the Lenders, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other written statements and reports, and financial statements, certificates or other written information, taken as a whole, furnished by or on behalf of the Parent, OP LLC, the Borrower or any Guarantor Restricted Subsidiary or any DevCo to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant theretounder any other Loan Document (as modified or supplemented by other information so furnished) (other than information of a general industry nature or constituting projections, do not contain projected financial information, forward-looking information or prospect information) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of materially misleading; provided that, with respect to projections, projected financial information, forward-looking information or information regarding future prospects, the date Parent, OP LLC and the Borrower represent only that such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted prepared in good faith and utilized reasonable based upon assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not believed to be viewed as facts and that results during reasonable at the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission thereintime. There are no statements or conclusions in any Reserve Report which are based upon or include material materially misleading information of a material fact or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower Parent, OP LLC, the Borrower, the Restricted Subsidiaries and the other Credit Parties DevCos do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partiesparties after the Effective Date, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties its Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other No written information, taken as report, financial statement, certificate, Borrowing Request, request for a wholeLetter of Credit, exhibit or schedule furnished by or on behalf of the Borrower or any Guarantor Loan Party to the Administrative Agent and the Lenders or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, do not contain taken as a whole, or statements or conclusions in any Reserve Report contained or contains any material misstatement of fact or omit omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, statementinformation, report, financial statement, exhibit or information schedule was based upon or constitutes a forecast or projection, the General Partner, the Parent and the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statementinformation, report, financial statement, exhibit or information schedule (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Parent and the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partiesparties after the Effective Date, the General Partner, the Parent and the Borrower each represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Loan Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower General Partner, the Parent and the other Credit Parties Borrower do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken (a) Taken as a whole, the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Guarantor Restricted Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, under any other Loan Document (as modified or supplemented by other information so furnished) do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) ), with respect to the extent any such certificateprojected financial information, statementpro forma financial information, reportprospect information, or information was based upon or constitutes a forecast or projectiongeological and geophysical data, Reserve Reports and engineering projections, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care in at the preparation of such certificate, statement, report, or information time (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it being exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it is understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. (b) As of the Effective Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which any Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Loan Parties to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Loan Parties which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Loan Parties prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Sand Properties of the Borrower and the other Credit Loan Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesParent and the Borrower have disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any Loan Party is subject, and all other existing facts and circumstances applicable to the Loan Parties known to Parent or the Borrower, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Loan Parties to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant theretounder any other Loan Document (as modified or supplemented by other information so furnished), do not contain when taken as a whole, contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of misleading; provided that, with respect to projected financial or other information, the date Loan Parties represent only that such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care in at the preparation of such certificatetime, statement, report, or information (it being recognized by the Lenders, however, understood that projections (i) any such projected financial information is merely a prediction as to future events are and its not to be viewed as facts fact, (ii) such projected financial information is subject to significant uncertainties and contingencies, many of which are beyond the control of the Parent or any of its Subsidiaries and (iii) no assurance can be given that any particular projections will be realized and that actual results during the period(s) period or periods covered by any such projections may differ significantly from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission thereinmaterial. There are no statements or conclusions in any Reserve Report which are based upon or include misleading material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other No written information, taken as report, financial statement, certificate, Borrowing Request, request for a wholeLetter of Credit, exhibit or schedule furnished by or on behalf of the Borrower PEI or any Guarantor Loan Party to the Administrative Agent and the Lenders or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, do not contain taken as a whole, or statements or conclusions in any Reserve Report contained or contains any material misstatement of fact or omit omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, statementinformation, report, financial statement, exhibit or information schedule was based upon or constitutes a forecast or projection, PEI, the General Partner, the Parent and the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statementinformation, report, financial statement, exhibit or information schedule (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that PEI, the Parent and the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partiesparties after the Effective Date, PEI, the General Partner, the Parent and the Borrower each represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Loan Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower General Partner, the Parent and the other Credit Parties Borrower do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesTo the best of the Borrower’s knowledge, written statements and reportsno report, and financial statement, certificate or other written information, taken as a whole, information furnished by or on behalf of the Borrower any Loan Party (other than projected financial information, pro forma financial information, Reserve Reports and information of a general economic or any Guarantor industry nature) to the Administrative Agent and the Lenders or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (as modified or included therein or delivered pursuant theretosupplemented by other information so furnished), do not contain when taken as a whole, contains any untrue statement of a material misstatement of fact or omit omits to state any material fact necessary to make the statements thereintherein (when taken as a whole), in the light of the circumstances under which they were or are made, not misleading as of the date such materially misleading. With respect to projected financial information, pro forma financial information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionand Reserve Reports, the Borrower represents pursuant to this Section 7.11 only that it acted (w) such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation and utilized reasonable assumptions and due care in when delivered to the preparation of such certificate, statement, report, Administrative Agent or information the Lenders (it being recognized by the Lenders, however, understood that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ vary from the projected actual results and that such differences variances may be material and that the Borrower makes no representation that such projections will be realized) and (b) as that, with respect to statementsReserve Reports, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to be accurate), (x) as of the Closing Date, there has been no decrease in the amount of the estimated Proved Reserves shown in the Initial Reserve Report since the date thereof, except for changes which have been accurateoccurred as a result of production in the ordinary course of business and (y) as of the Closing Date, at the time furnished, the Initial Reserve Report did not omit any material statement or information necessary to cause the same not to be misleading to the Administrative Agent and the Lenders in any material respect.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor It has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of it or any of its Subsidiaries to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificateprojected financial information, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower it represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to it or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportit or any of its Subsidiaries prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower it and the other Credit Parties its Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower it and the other Credit Parties its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesParent, written statements OP LLC and the Borrower have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which they or any of the Subsidiaries or any of the DevCos is subject, and except for matters that could reasonably be expected to be known already by the Lenders, all other matters known to them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Parent, OP LLC, the Borrower or any Guarantor Subsidiary or any DevCo to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of misleading; provided that, with respect to projected financial information, the date Parent, OP LLC and the Borrower represent only that such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Parent, OP LLC, the Borrower, any Subsidiary or any DevCo which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificatethe Parent, statementOP LLC, reportthe Borrower, any Subsidiary or any DevCo prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower Parent, OP LLC, the Borrower, the Subsidiaries and the other Credit Parties DevCos do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, financial statements, certificates or other information furnished by or on behalf of Holdings, the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized reasonable based upon assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not believed to be viewed as facts and that results during reasonable at the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes time. There is no representation that such projections will be realized) and (b) as fact peculiar to statements, information and reports supplied by third partiesHoldings, the Borrower represents only that it or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not aware been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of Holdings, the Borrower or any material misstatement of its Subsidiaries prior to, or omission thereinon, the date hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report or any projections delivered under Section 9.18 which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report or any projections delivered under Section 9.18 are necessarily based upon professional opinions, estimates and projections and that Holdings, the Borrower and the other Credit Parties any its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The None of the financial statements, certificates, written statements and reports, and reports or other written information, taken as a whole, information furnished by or on behalf of the Borrower Parent Guarantor or any Guarantor other Credit Party to the Arrangers, the Administrative Agent and the Lenders in connection with the negotiation of or any Lender pursuant to this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of on the date such information is dated or certifiedwhen furnished; provided that (a) with respect to the extent any such certificatefinancial estimates, statement, report, projected or forecasted financial information was based upon or constitutes a forecast or projectionand other forward-looking information, the Borrower represents and warrants only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care in at the preparation time of such certificate, statement, report, or information (preparation; it being recognized by the Lendersunderstood that (1) such projections and forecasts, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and that the Borrower makes such projections and forecasts are not a guarantee of financial performance, and (2) no representation that such projections will be realized) and (b) as is made with respect to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement a general economic or omission thereingeneral industry nature. There are no statements or conclusions in any Reserve Report which are based upon or include material materially misleading information of a material fact or fail to take into account known material information information, in light of the circumstances under which they are made, regarding the material matters reported therein, on the date when furnished, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower Parent Guarantor and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that no warranty is made with respect to such opinions, estimates and projections will ultimately prove to have been accurateprojections.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements Each of Ultimate Parent and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of their respective Restricted Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, financial statements, certificates or other information furnished by or on behalf of Ultimate Parent or the Borrower or any Restricted Subsidiary to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of misleading; provided that, with respect to projected financial information, Ultimate Parent and the date Borrower represent only that such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted prepared in good faith and utilized reasonable based upon assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not believed to be viewed as facts and that results during reasonable at the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission thereintime. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties Group Members and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.. 71 [AMENDED AND RESTATED CREDIT AGREEMENT]

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other No written information, taken as report, financial statement, certificate, Borrowing Request, request for a wholeLetter of Credit, exhibit or schedule furnished by or on behalf of the Borrower PEI or any Guarantor Loan Party to the Administrative Agent and the Lenders or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, do not contain taken as a whole, or statements or conclusions in any Reserve Report contained or contains any material misstatement of fact or omit omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, statementinformation, report, financial statement, exhibit or information schedule was based upon or constitutes a forecast or projection, PEI and the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statementinformation, report, financial statement, exhibit or information schedule (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that PEI and the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partiesparties after the Effective Date, PEI and the Borrower each represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Loan Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do does not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the written statements and reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor and the Guarantors to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not under any other Loan Document (as modified or supplemented by other information so furnished) contain any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of misleading; provided that, with respect to projected financial information, the date Loan Parties represent only that such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact peculiar to the Loan Parties which could reasonably be expected to have a Material Adverse Effect which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and utilized reasonable assumptions and due care in statements furnished to the preparation Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Loan Parties prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties evaluated in such Reserve Report and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. (a) The certificatesIssuer has disclosed or made available to the Agent and the Holders all agreements, written statements instruments and corporate or other restrictions to which it, or any of the other Note Parties is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower Note Parties to the Agent or any Guarantor to the Administrative Agent and the Lenders Holder or any of their Affiliates in connection with the negotiation of this Agreement or any Loan other Note Document or included therein delivered hereunder or delivered pursuant theretounder any other Note Document (as modified or supplemented by other information so furnished (including, do not contain with respect to the Confidential Information)), when taken as a whole, contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated made or certifieddeemed made; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower Issuer represents only that it acted such information was prepared in good faith and utilized reasonable based upon assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not believed to be viewed as facts and that results during reasonable at the period(s) covered by time such projections may differ from financial information was prepared. To the projected results and that such differences may be material and that knowledge of the Borrower makes no representation that such projections will be realized) and (b) as to statementsIssuer, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There there are no statements or conclusions in any Reserve Report which are based upon or include material materially misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Note Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Note Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. (b) As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

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

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the written statements and reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor and the Guarantors to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not under any other Loan Document (as modified or supplemented by other information so furnished) contain any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of misleading; provided that, with respect to projected financial information, the date Loan Parties represent only that such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact peculiar to the Loan Parties which could reasonably be expected to have a Material Adverse Effect which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and utilized reasonable assumptions and due care in statements furnished to the preparation Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Loan Parties prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

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

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and reportscorporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other written informationmatters known to it, taken that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Taken as a whole, the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Guarantor Restricted Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, under any other Loan Document (as modified or supplemented by other information so furnished) do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the 72 date such information is dated or certified; provided that (a) with respect to the extent any such certificateprojected financial information, statementpro forma financial information, reportprospect information, or information was based upon or constitutes a forecast or projectiongeological and geophysical data, Reserve Reports and engineering projections, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care in at the preparation of such certificate, statement, report, or information time (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. To the knowledge of the Borrower, there is no fact peculiar to the Borrower or any Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of the Borrower or any Restricted Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material materially misleading information or fail to take into account known material information known to the Borrower regarding the matters reported therein, provided that (i) with respect to any Reserve Report prepared by one or more Approved Petroleum Engineers, the Borrower represents only that it being exercised due care in furnishing information to such Approved Petroleum Engineers so that they could prepare such Reserve Report, and that such information was not misleading and did not fail to take into account material information known to the Borrower regarding the matters reported therein, and (ii) it is understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Restricted Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Restricted Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil Upstream Component Properties and Gas Properties of the Borrower and the other Credit Parties and related production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The None of the financial statements, certificates, written statements and reports, and reports or other written information, taken as a whole, information furnished by or on behalf of the Borrower Parent Guarantor or any Guarantor other Credit Party to the Arranger, the Administrative Agent and the Lenders in connection with the negotiation of or any Lender pursuant to this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of on the date such information is dated or certifiedwhen furnished; provided that (a) with respect to the extent any such certificatefinancial estimates, statement, report, projected or forecasted financial information was based upon or constitutes a forecast or projectionand other forward-looking information, the Borrower represents and warrants only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care in at the preparation time of such certificate, statement, report, or information (preparation; it being recognized by the Lendersunderstood that (1) such projections and forecasts, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and that the Borrower makes such projections and forecasts are not a guarantee of financial performance, and (2) no representation that such projections will be realized) and (b) as is made with respect to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement a general economic or omission thereingeneral industry nature. There are no statements or conclusions in any Reserve Report which are based upon or include material materially misleading information of a material fact or fail to take into account known material information information, in light of the circumstances under which they are made, regarding the material matters reported therein, on the date when furnished, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower Parent Guarantor and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that no warranty is made with respect to such opinions, estimates and projections will ultimately prove to have been accurateprojections.

Disclosure; No Material Misstatements. The certificatesCompany has disclosed to the Purchasers all agreements, written statements instruments and corporate or other restrictions to which it or the Company is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower Company or any the Subsidiary Guarantor to the Administrative Agent and the Lenders Trustee or any Purchaser or any of their Affiliates in connection with the negotiation of the Indenture or any Loan other Note Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Note Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower Company represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Company or the Subsidiary Guarantor which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in the Indenture or the Note Documents or the other documents, certificates and statements furnished to the Trustee or the Purchasers by or on behalf of such certificate, statement, reportthe Company or the Subsidiary Guarantor prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report reserve report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties Company and production and cost estimates contained in each Reserve Report reserve report are necessarily based upon professional opinions, estimates and projections and that the Borrower Company and the other Credit Parties Subsidiary Guarantor do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it, the Parent, or any of the other Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect (other than as a result of the events leading up to, directly arising from, or direct effects of, the commencement or continuance of the Bankruptcy Proceedings). None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Parent, the Borrower or any Guarantor other Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized reasonable based upon assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not believed to be viewed as facts and that results during reasonable at the period(s) covered by such projections may differ from time. There is no fact peculiar to the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partiesParent, the Borrower represents only that it or any other Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not aware been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of the Parent, the Borrower or any material misstatement other Subsidiary prior to, or omission thereinon, the date hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Parent, the Borrower and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and None of the reports, and financial statements, certificates or other written information, taken as a whole, information (other than Reserve Reports and any information delivered in connection therewith) furnished by or on behalf of the Borrower or any Guarantor Restricted Subsidiary to the Administrative Agent and the Lenders in connection with the negotiation of or any Lender pursuant to this Agreement or any other Loan Document or included therein delivered by the Borrower or delivered pursuant thereto, do not contain any Restricted Subsidiary to the Administrative Agent or any Lender hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of on the date when furnished; provided that with respect to financial estimates, projected or forecasted financial information and other forward-looking information, the Borrower represents and warrants only that such information is dated or certifiedwas prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; provided it being understood that (a) to the extent any such certificateprojections and forecasts, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and forecasts are not a guarantee of financial performance, and (b) as no representation is made with respect to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement a general economic or omission thereingeneral industry nature. There are no statements or conclusions in any Reserve Report or in any information delivered in connection therewith which are based upon or include material materially misleading information of a material fact or fail to take into account known material 13911654.6 information regarding the material matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report and in other information delivered in connection therewith are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that no warranty is made with respect to such opinions, estimates and projections will ultimately prove to have been accurateprojections.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all material agreements, written statements instruments and corporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor and its Restricted Subsidiaries to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith based upon assumptions believed to be reasonable at the time; and utilized reasonable assumptions further provided that the representations regarding information and due care projections with respect to the Acquisition Properties shall be limited to the best knowledge of the Borrower. There is no fact peculiar to the Borrower and its Restricted Subsidiaries which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower and its Restricted Subsidiaries prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that neither the Borrower and Borrower, Restricted the other Credit Parties do not warrant Subsidiaries nor such Responsible Officer warrants that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor Credit Parties to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower each Credit Party represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes Credit Parties make no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partiesparties after the Effective Date, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

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

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties its Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Restricted Subsidiary to the Administrative Agent and the Lenders in connection with the negotiation of or any Lender pursuant to this Agreement or any other Loan Document or included therein delivered by the Borrower or delivered pursuant thereto, do not contain any Restricted Subsidiary to the Administrative Agent or any Lender hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of on the date when furnished; provided that with respect to financial estimates, projected or forecasted financial information and other forward-looking information, the Borrower represents and warrants only that such information is dated or certifiedwas prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; provided it being understood that (a) to the extent any such certificateprojections and forecasts, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and forecasts are not a guarantee of financial performance, and (b) as no representation is made with respect to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement a general economic or omission thereingeneral industry nature. There are no statements or conclusions in any Reserve Report information delivered in connection therewith which are based upon or include material materially misleading information of a material fact or fail to take into account known material information regarding the material matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report reserve report and in other information delivered in connection therewith are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that no warranty is made with respect to such opinions, estimates and projections will ultimately prove to have been accurateprojections.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any each Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The None of the financial statements, certificates, written statements and reports, and reports or other written information, taken as a whole, information (other than Reserve Reports and any information delivered in connection therewith) furnished by or on behalf of the Borrower or any Guarantor Restricted Subsidiary to the Arranger, the Administrative Agent or any Lender pursuant to this Agreement or any other Loan Document or delivered by the Borrower or any Restricted Subsidiary to the Administrative Agent and the Lenders in connection with the negotiation of or any Lender hereunder or under any other Loan Document (as modified or included therein or delivered pursuant thereto, do not contain supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the Index circumstances under which they were or are made, not materially misleading as of on the date such information is dated or certifiedwhen furnished; provided that (a) with respect to the extent any such certificatefinancial estimates, statement, report, projected or forecasted financial information was based upon or constitutes a forecast or projectionand other forward-looking information, the Borrower represents and warrants only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care in at the preparation time of such certificate, statement, report, or information (preparation; it being recognized by the Lendersunderstood that (1) such projections and forecasts, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and that the Borrower makes such projections and forecasts are not a guarantee of financial performance, and (2) no representation that such projections will be realized) and (b) as is made with respect to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement a general economic or omission thereingeneral industry nature. There are no statements or conclusions in any Reserve Report or in any information delivered in connection therewith which are based upon or include material materially misleading information of a material fact or fail to take into account known material information regarding the material matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties Restricted Subsidiaries and production and cost estimates contained in each Reserve Report and in other information delivered in connection therewith are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that no warranty is made with respect to such opinions, estimates and projections will ultimately prove to have been accurateprojections.

Disclosure; No Material Misstatements. The certificatesAs set forth on Schedule 7.12, written statements the Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor of its Subsidiaries to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any of its Subsidiaries prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesAs set forth on Schedule 7.12, written statements the Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor of its Subsidiaries to the Administrative Agent, any other Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent, any other Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any of its Subsidiaries prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and reportscorporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other written informationmatters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. To the knowledge of Borrower, taken as a whole, none of the Confidential Information Memorandum, the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Guarantor Restricted Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificateprojected financial information, statementprospect information, report, or information was based upon or constitutes a forecast or projectiongeological and geophysical data and engineering projections, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. To the knowledge of Borrower there is no fact peculiar to the Borrower or any Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Restricted Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereinClosing Date in connection with the transactions contemplated hereby. There are no statements or conclusions known to the Borrower in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesBorrower has ---------------------------------------- disclosed to the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any of its Material Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Material Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any Material Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Material Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no material statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificatesParent, OP LLC and the Borrower have disclosed to the Administrative Agent all matters, except for matters that could reasonably be expected to be known already by the Lenders, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other written statements and reports, and financial statements, certificates or other written information, taken as a whole, furnished by or on behalf of the Parent, OP LLC, the Borrower or any Guarantor Restricted Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant theretounder any other Loan Document (as modified or supplemented by other information so furnished) (other than information of a general industry nature or constituting projections, do not contain projected financial information, forward-looking information or prospect information) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of materially misleading; provided that, with respect to projections, projected financial information, forward-looking information or information regarding future prospects, the date Parent, OP LLC and the Borrower represent only that such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted prepared in good faith and utilized reasonable based upon assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not believed to be viewed as facts and that results during reasonable at the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission thereintime. There are no statements or conclusions in any Reserve Report which are based upon or include material materially misleading information of a material fact or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Parent, OP LLC, the Borrower and the other Credit Parties Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and financial statements, reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Parent and the Borrower represents jointly and severally represent only that it acted in good faith and utilized reasonable assumptions and due care at the time such information was furnished in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Parent and the Borrower makes make no representation that such projections will be realized), (b) with respect to any financial statements so furnished, the Parent and the Borrower jointly and severally represent only that (except as noted otherwise therein or as otherwise customary for non-annual financial statements) such financial statements present fairly in all material respects the financial condition and results of operations of the described Persons in accordance with GAAP consistently applied, and (bc) as to statements, information and reports supplied by third parties, the Parent and the Borrower represents jointly and severally represent only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower Parent and the other Credit Parties its Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower Parent and the other Credit Parties its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor Borrowers have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Taken as a whole, none of the other reports, financial statements, certificates or other information furnished by or on behalf of any Borrower or any Subsidiary to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not under any other Loan Document (as modified or supplemented by other information so furnished) contain any material misstatement misstatements of fact or omit to state any material fact facts necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of misleading; provided that, with respect to projected financial information, prospect information, geological and geophysical data and engineering projections, the date Borrowers represent only that such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. To the knowledge of the Borrowers, there is no fact peculiar to any Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and written statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportany Borrower or any Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions known to the Borrowers in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower Borrowers and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The certificates, written statements and None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Restricted Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care in at the preparation of such certificate, statement, report, or information time (it being recognized by the Lenders, however, understood that projections as to future events are not to be viewed as facts and that actual results during the period(s) covered by such projections may differ vary from the projected results and that such differences may be material and that financial information). Other than as set forth in the DIP Order, there is no fact peculiar to the Borrower makes no representation that such projections will or any Restricted Subsidiary which could reasonably be realized) expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and (b) as which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to statements, information and reports supplied the Administrative Agent or the Lenders by third parties, or on behalf of the Borrower represents only that it is not aware of or any material misstatement or omission thereinRestricted Subsidiary on the date hereof in connection with the transactions contemplated hereby. There are no No statements or conclusions exist in any Reserve Report which are based upon or include material misleading information or which fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable therein to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinionsextent such misstatement, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove misleading information or failure could reasonably be expected to have been accuratea Material Adverse Effect.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor and the Guarantors to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not under any other Loan Document (as modified or supplemented by other information so furnished) contain any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of misleading; provided that, with respect to projected financial information, the date Loan Parties represent only that such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted prepared in good faith and utilized reasonable based upon assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not believed to be viewed as facts and that results during reasonable at the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission thereintime. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. The information included in the Beneficial Ownership Certification delivered pursuant to Section 4.01 as of the date hereof is true and correct in all material respects.

Disclosure; No Material Misstatements. The certificatesBorrower has disclosed or made available to the Administrative Agent and the Lenders all agreements, written statements instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Borrower or any Guarantor Subsidiary to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or included therein delivered hereunder or delivered pursuant thereto, do not contain under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projectionprojected financial information, the Borrower represents only that it acted such information was prepared in good faith and utilized based upon assumptions believed to be reasonable assumptions and due care at the time. There is no fact peculiar to the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the preparation future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of such certificate, statement, reportthe Borrower or any Subsidiary prior to, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third partieson, the Borrower represents only that it is not aware of any material misstatement or omission thereindate hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.