Common use of Disclosure; No Material Misstatements Clause in Contracts

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the 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 the Parent, 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent 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 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 Parent, the Borrower, or any Restricted Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated hereby.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted its Subsidiaries is subject, and all other matters known to it, subject that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None Taken as a whole, none of the other reports, financial statements, certificates or other information furnished by or on behalf of the Parent, the Borrower, 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any contain material misstatement misstatements of fact or omits omit to state any material fact facts necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent prospect information, geological and geophysical data and engineering projections, the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There 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 written statements furnished to the Administrative Agent or the Lenders by or on behalf of the Parent, the Borrower, 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 known to the Borrower in any Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted Subsidiaries other Loan Party or any Subsidiary is subject, and all other matters existing facts and circumstances applicable to the Loan Parties known to itthe Borrower, 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 the Parent, the Borrower, any Loan Party 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent and the Borrower Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact peculiar to the Borrower or any Restricted Subsidiary other Loan 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 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 Parent, the Borrower, Borrower or any Restricted Subsidiary other Loan Party 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 misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and the Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. (a) The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted Subsidiaries is Relevant Parties are subject, and all other matters known to itthem, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the The Financial Statements and all other financial reports, financial statements, certificates and other written information (other than forward-looking information and information of a general economic or other information industry specific nature) furnished by or on behalf of the Parent, the Borrower, Borrower or any Restricted Subsidiary other Relevant 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains furnished from time to time), including, without limitation, any such information so furnished to permit the Lenders to comply with the USA Patriot Act, taken as a whole, do not contain any untrue statement of a material misstatement of fact or omits omit to state any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to any financial model, projected financial informationinformation and projected natural gas supply and throughput, the Parent and the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed by Borrower and any applicable Relevant Party to be reasonable at the timetime delivered to the Administrative Agent or any Lender or any of their Affiliates as provided above (it being understood that such financial model, projected financial information and projected natural gas supply and throughput may be subject to significant contingencies, no assurance can be given that such financial model, projected financial information and projected natural gas supply and throughput will be realized, and actual results may vary materially from such financial model, projected financial information and project natural gas supply and throughput). There As of the Effective Date, there is no known fact peculiar to the Borrower or any Restricted Subsidiary other Relevant Party which could reasonably be expected to have a Material Adverse Effect or result 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 Parent, the Borrower, Borrower or any Restricted Subsidiary other Relevant Party prior to, or on, the date hereof in connection with the transactions contemplated hereby. (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 Parent, OP LLC and the Borrower, and each Restricted Subsidiary has Borrower have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it they or any of the Restricted 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 itthem, 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 written information furnished by or on behalf of the Parent, OP LLC, the Borrower, Borrower or any Restricted Subsidiary or any DevCo to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) (other than information of a general industry nature or constituting projections, projected financial information, forward-looking information or prospect information) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projections, projected financial information, forward-looking information or information regarding future prospects, the Parent Parent, OP LLC 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 no fact peculiar to the Borrower Parent, OP LLC, the Borrower, any Subsidiary or any Restricted Subsidiary DevCo 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 Parent, OP LLC, the Borrower, any Subsidiary or any Restricted Subsidiary DevCo 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 misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Parent, OP LLC, the Borrower, the Subsidiaries and the DevCos do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted 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 the Parent, the Borrower, 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent and the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable 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 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 Parent, the Borrower, 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 or any projections delivered under Section 9.18 which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report or any projections delivered under Section 9.18 are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary has Borrowers have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it they or any of the Restricted their Subsidiaries is subjectsubject as of the date of this Agreement, and all other matters known to itit as of the date of this Agreement, 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 the Parent, the Borrower, Borrowers 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent and the Borrower Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact peculiar to the Borrower Borrowers 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 Parent, the Borrower, Borrowers or any Restricted Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated hereby. No statements or conclusions exist in any Reserve Report which are based upon or include misleading information or which fail to take into account material information regarding the matters reported therein to the extent such misstatement, misleading information or failure could reasonably be expected to have a Material Adverse Effect.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted 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 the Parent, the Borrower, 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains contained, when taken as a whole at the time of delivery, any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent and the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable 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 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 Parent, the Borrower, 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 misleading information or fail to take into account 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 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 Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary has and each DevCo have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it they or any of the Restricted Subsidiaries is subject, and except for matters that could reasonably be expected to be known already by the Lenders, all other matters known to itthem, 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 written information furnished by or on behalf of the Parent, the Borrower, or any the Restricted Subsidiary Subsidiaries and the DevCos to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent 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 no fact peculiar to the Borrower or Parent, the Borrower, any Restricted Subsidiary or any DevCo 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 Parent, the Borrower, or any Restricted Subsidiary and any DevCo prior to, or on, the date hereof in connection with the transactions contemplated hereby.

Disclosure; No Material Misstatements. The ParentTaken as a whole, none of the Confidential Information Memorandum dated September 17, 2014, the BorrowerLender Presentation dated September 17, and each Restricted Subsidiary has disclosed to the Administrative Agent and the Lenders all agreements2014, instruments and corporate or other restrictions to which it or any of the 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 written information (other than projections) furnished by or on behalf of the Parent, the Borrower, Borrower or any Restricted Subsidiary to the Administrative Agent Agent, the Collateral Agent, any Joint Lead Arranger or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Credit Document or delivered hereunder or under any other Loan Credit Document (as modified or supplemented by other information so furnished) ), when furnished (and, with respect to any such information delivered to the Administrative Agent, the Collateral Agent, any Joint Lead Arranger or any Lender or any of their Affiliates prior to the Effective Date, on the Effective Date), contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmaterially misleading (other than omissions that pertain to matters of a general economic nature or matters of public knowledge that generally affect any of the industry segments of the Borrower or its Subsidiaries); provided that, with respect to projected financial information, the Parent prospect information, geological and geophysical data and engineering projections, the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact peculiar , recognizing that (a) there are industry-wide risks normally associated with the types of business conducted by the Borrower and its Subsidiaries and (b) projections, including projections concerning volumes attributable to the Oil and Gas Properties of the Borrower or any Restricted Subsidiary which could reasonably be expected and 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 Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove 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 Parent, the Borrower, or any Restricted Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated herebyaccurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it it, any Guarantor or any of the 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, financial statements, certificates or other information furnished by or on behalf of the Parent, the Borrower, any Guarantor 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole and in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent and the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact peculiar to the Borrower Borrower, any Guarantor 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 Parent, the Borrower, any Guarantor or any Restricted Subsidiary prior to, or on, the date hereof Closing Date in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower, the Guarantors and the Restricted Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower, the Guarantors and the Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted 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 the Parent, the Borrower, Borrower or any Restricted Subsidiary to 51 DUNE ENERGY, INC. CREDIT AGREEMENT the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent and the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable 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 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 Parent, the Borrower, 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 that are based upon or include misleading information or fail to take into account material information regarding the matters reported therein.

Disclosure; No Material Misstatements. The Parent, Parent and the Borrower, and each Restricted Subsidiary has Borrowers have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it Parent, any Borrower or any of the Restricted their Subsidiaries is subject, and all other matters known to itthem, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None Taken as a whole, none of the other reports, financial CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT statements, certificates or other information furnished by or on behalf of the Parent, the Borrower, any 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any contain material misstatement misstatements of fact or omits omit to state any material fact facts necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the prospect information, geological and geophysical data and engineering projections, Parent and the Borrower Borrowers jointly and severally represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There To the knowledge of Parent and the Borrowers, there is no fact peculiar to the Parent, any 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 Parent, the Borrower, any 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 known to Parent or any Borrower in any Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted Subsidiaries Loan Parties is subject, and all other matters known to it, that, individually or in the aggregate, could would 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 the Parent, the Borrower, or any Restricted Subsidiary 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent prospect information, geological and geophysical data and engineering projections, the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There To the knowledge of the Borrower, there is no fact peculiar to the Borrower or any Restricted Subsidiary Loan Party which could 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 the Administrative Agent or the Lenders by or on behalf of the Parent, the Borrower, or any Restricted Subsidiary Loan Party prior to, or on, the date hereof in connection with the transactions contemplated hereby. There are no material statements or conclusions known to the Borrower in any Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it each Loan Party or any of the Restricted its Subsidiaries is subject, and all other matters known to it, subject 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 written information furnished by or on behalf of the Parent, the Borrower, any Loan Party or any Restricted Subsidiary 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent and the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact peculiar known to the Borrower or any Restricted Subsidiary other Loan 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 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 Parent, the Borrower, any Loan Party or any Restricted Subsidiary of its Subsidiaries prior to, or on, the date hereof in connection with the transactions contemplated herebyTransactions. As of the date hereof, the representations and warranties contained in the Acquisition Documents and the VPP Documents are true and correct in all material respects There are no statements or conclusions in any Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary 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 of the Restricted 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 To the knowledge of the other Loan Parties, taken as a whole, none of the written reports, financial statements, certificates or other information furnished by or on behalf of the Parent, the Borrower, a Loan Party or any Restricted Subsidiary 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains (other than information of a general industry nature or constituting projected financial information, prospect information, geological and geophysical data and engineering projections) contains, when taken as a whole, any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, taken as a whole, not misleading; provided that, with respect to projected financial information, prospect information, geological and geophysical data and engineering projections, the Parent and the Borrower Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There To the knowledge of the Loan Parties there is no fact peculiar to the Borrower Loan Parties or any Restricted Subsidiary of their 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 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, Loan Parties or any Restricted Subsidiary of their Subsidiaries prior to, or on, the date hereof Closing Date in connection with the transactions contemplated hereby. There are no statements or conclusions known to the Loan Parties in any Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Loan Parties and their Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, Parent and the Borrower, and each Restricted Subsidiary has Borrowers have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it Parent, any Borrower or any of the Restricted their Subsidiaries is subject, and all other matters known to itthem, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None Taken as a whole, none of the other reports, financial statements, certificates or other information furnished by or on behalf of the Parent, the Borrower, any 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any contain material misstatement misstatements of fact or omits omit to state any material fact facts necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the prospect information, geological and geophysical data and engineering projections, Parent and the Borrower Borrowers jointly and severally represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There To the knowledge of Parent and the Borrowers, there is no fact peculiar to the Parent, any 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 Parent, the Borrower, any 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 known to Parent or any Borrower in any Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. CHAPARRAL ENERGY, L.L.C. SEVENTH RESTATED CREDIT AGREEMENT

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted Subsidiaries Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect. None of the other reports, financial statements, certificates or other written information (the “Information”) furnished by or on behalf of the Parent, the Borrower, any Loan Party 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information Information so furnished) contains contained, as of the date such Information was furnished (or if such Information expressly related to a specific date, as of such specific date) any material misstatement of fact or omits omitted to state state, as of the date such Information was furnished (or if such Information expressly related to a specific date, as of such specific date) any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading as of the time when made or delivered; provided that, with respect to projected financial information, the Parent prospect information, budgets, pro forma financial information, estimated financial information, geological and geophysical data and engineering projections other estimates and any information of a general economic nature or general industry nature, the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable 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 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 documentstime of preparation, certificates and statements furnished to it being recognized by the Administrative Agent or and the Lenders by or on behalf that (i) such projections are as to future events and are not to be viewed as facts, (ii) such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the ParentLoan Parties, (iii) no assurance can be given that any particular projections will be realized and (iv) actual results during the Borrower, period or periods covered by any such projections may differ from the projected results and such differences may be material. There are no statements or conclusions in any Reserve Report or any Restricted Subsidiary prior toprojections delivered under Section 9.18 that are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report or on, the date hereof in connection with the transactions contemplated hereby.any projections delivered under 104

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all material agreements, instruments and corporate or other restrictions to which it or any of the 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 Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Parent, the Borrower, Borrower or any Restricted Subsidiary other 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent and the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact peculiar to the Borrower or any Restricted Subsidiary other Loan 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 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 Parent, the Borrower, Borrower or any Restricted Subsidiary other Loan Party prior to, or on, the date hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in the Initial Reserve Report or any other reserve report delivered hereunder which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Dedicated Blocks and production and cost estimates contained in the Initial Reserve Report and each other reserve report delivered hereunder are necessarily based upon professional opinions, estimates and projections and that the Borrower does not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders Banks all agreements, instruments and corporate or other restrictions to which it or any of the Restricted Subsidiaries Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect. None of the other reports, financial statements, certificates or other written information (the “Information”), taken as a whole, furnished by or on behalf of the Parent, the Borrower, any Credit Party or any Restricted Subsidiary to the Administrative Agent or any Lender or any of their Affiliates Bank in connection with the negotiation of this Agreement or any other Loan Document Paper or delivered hereunder or under any other Loan Document Paper (as modified or supplemented by other information Information so furnished) contains contained, as of the date such Information was furnished (or if such Information expressly related to a specific date, as of such specific date) any material misstatement of fact or omits omitted to state state, as of the date such Information was furnished (or if such Information expressly related to a specific date, as of such specific date) any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading as of the time when made or delivered; provided that, with respect to projected financial information, the Parent prospect information, budgets, pro forma financial information, estimated financial information, geological and geophysical data and engineering projections other estimates and any information of a general economic nature or general industry nature, the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable 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 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 documentstime of preparation, certificates and statements furnished to it being recognized by the Administrative Agent or and the Lenders by or on behalf Banks that (i) such projections are as to future events and are not to be viewed as facts, (ii) such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the ParentCredit Parties, (iii) no assurance can be given that any particular projections will be realized and (iv) actual results during the Borrower, period or periods covered by any such projections may differ from the projected results and such differences may be material. There are no statements or conclusions in any Reserve Report or any Restricted Subsidiary prior toprojections delivered under Section 9.18 that are based upon or include materially misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report or onany projections delivered under Section 9.18 are necessarily based upon professional opinions, estimates and projections and that the date hereof in connection with Borrower and the transactions contemplated herebySubsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, Parent and the Borrower, and each Restricted Subsidiary has Borrower have disclosed to the Administrative Agent and the Lenders all material agreements, instruments and corporate or other restrictions to which it or any of the 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, financial statements, certificates or other information furnished by or on behalf of the Parent, the Borrower, or any Parent and its Restricted Subsidiary 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains contain any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent 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 no fact peculiar to the Borrower or any Parent and its Restricted Subsidiary 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 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 Parent and its Restricted Subsidiary Subsidiaries 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 misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that neither the Parent, the Borrower, Restricted the Subsidiaries nor such Responsible Officer warrants that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Parent has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted Subsidiaries is subject, and all other matters known to it, thatthat in each case, 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 written information furnished by or on behalf of the Parent, the Borrower, Parent or any of the Restricted Subsidiary 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished, collectively, the “Information”) contains contained, as of the date delivered, any material misstatement of fact or omits omitted to state state, as of the date delivered, any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and, as of the Effective Date, the Information does not contain any misstatement of fact or omit to state any fact that would make the Information, taken as a whole and viewed in the light of the circumstances under which the Information was prepared, misleading in any material respect; provided that, with respect to Information consisting of projected financial information or other forward looking information, the Parent and the Borrower represent only that such information Information was prepared in good faith based upon assumptions believed by the Parent and the Borrower to be reasonable at the timetime of preparation. There is no fact peculiar . The Parent has, and has caused all the Restricted Subsidiaries to have, (a) all insurance policies sufficient for the Borrower or any Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect or compliance by each of them with all material Laws and all material agreements binding on each of them and their respective Property and (b) insurance coverage in at least amounts and against such risk (including, without limitation, public liability) that are usually insured against by companies similarly situated and engaged in the future is reasonably likely same or a similar business for the assets and operations of the Parent and the Restricted Subsidiaries. With respect to have a Material Adverse Effect insurance policies of the Parent and which has not been set forth in this Agreement or the Loan Documents or the other documentsRestricted Subsidiaries, certificates and statements furnished to the Administrative Agent or and the Lenders by or on behalf have been named as additional insureds in respect of such liability insurance policies and the Parent, the Borrower, or any Restricted Subsidiary prior to, or on, the date hereof in connection Administrative Agent has been named as loss payee with the transactions contemplated herebyrespect to Property loss insurance.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary has Borrowers have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it they or any of the Restricted their Subsidiaries is subject, and all other matters known to itthem, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None 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 Parent, the Borrower, Borrowers 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, prospect information, geological and geophysical data and engineering projections, the Parent and the Borrower Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There To the knowledge of Borrowers there is no fact peculiar to the Borrower Borrowers 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 Parent, the Borrower, Borrowers or any Restricted Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated hereby. There are no statements or conclusions known to the Borrowers in the Eagle Ford Acquisition Reserve Report or any Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in the Eagle Ford Acquisition Reserve Report and each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrowers and the Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, OP LLC and the Borrower, and each Restricted Subsidiary has Borrower have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it they or any of the Restricted 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 itthem, 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 written information furnished by or on behalf of the Parent, OP LLC, the Borrower, Borrower or any Restricted Subsidiary or any DevCo to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent Parent, OP LLC 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 no fact peculiar to the Borrower or Parent, OP LLC, the Borrower, any Restricted Subsidiary or any DevCo 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 Parent, OP LLC, the Borrower, or any Restricted Subsidiary or any DevCo 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 misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Parent, OP LLC, the Borrower, the Restricted Subsidiaries and the DevCos do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse EffectEffect (other than industry-wide risks normally associated with the types of business conducted by the Credit Parties to the extent that such risks do not have a disproportionate effect on the Credit Parties (in comparison to the effect of such risks on other similarly situated parties associated with such types of business)). None Taken as a whole, none of the other reports, financial statements, certificates or other written information furnished by or on behalf of the Parent, the Borrower, 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact (other than industry-wide risks normally associated with the types of business conducted by the Credit Parties to the extent that such risks do not have a disproportionate effect on the Credit Parties (in comparison to the effect of such risks on other similarly situated parties associated with such types of business)) necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, that (a) with respect to projected financial information, the Parent prospect information, geological and geophysical data and engineering projections, the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the timetime 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 are no fact peculiar statements or conclusions known to a Responsible Officer or to the chief engineer of the Borrower in any Reserve Report which are based upon or any Restricted Subsidiary which could reasonably be expected 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 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 its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove 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 Parent, the Borrower, or any Restricted Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated herebyaccurate.

Disclosure; No Material Misstatements. The Parent, Parent and the Borrower, and each Restricted Subsidiary has Borrower have disclosed to the Administrative Agent and the Lenders all material agreements, instruments and corporate or other restrictions to which it or any of the 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 Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Parent, the Borrower, or any Parent and its Restricted Subsidiary 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent and the Borrower represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time; and further provided that the representations regarding information and projections with respect to the Acquisition Properties shall be limited to the best knowledge of the Parent. There is no fact peculiar to the Borrower or any Parent and its Restricted Subsidiary 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 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 Parent and its Restricted Subsidiary Subsidiaries 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 misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that neither the Parent, the Borrower, Restricted the Subsidiaries nor such Responsible Officer warrants that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the 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 Neither the Offering Memorandum, as of the Effective Date, nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Parent, the Borrower, 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) ), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent and the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There Except with respect to required notices under Section 8.02(d), 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 Parent, the Borrower, Borrower or any Restricted Subsidiary prior to, or on, the date 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 misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted Subsidiaries Loan Party is subject, and all other matters existing facts and circumstances applicable to the Loan Parties known to itthe Borrower, 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 written information (other than any projections, forward-looking information or information of a general economic or industry specific nature) furnished by or on behalf of the Parent, the Borrower, or any Restricted Subsidiary Group Members to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) ), when taken as a whole, contains any untrue statement of a material misstatement of fact or omits to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleadingmaterially misleading (giving effect to all supplements thereto); provided that, with respect to projected financial or other information, the Parent and the Borrower Group Members represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the timetime (it being recognized by the parties hereto that such projected financial or other information are as to future events and are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are beyond the Group Members’ control, and no assurance can be given that any particular financial projections will be realized, and that actual results during the period or periods covered by any such projections may differ from the projected results, and such differences may be material, and that there are industrywide risks normally associated with the types of businesses conducted by the Borrower and its Subsidiaries). There is are no fact peculiar statements or conclusions in any Reserve Report which are based upon or include misleading material information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Borrower Oil and Gas Properties and production, cost estimates, geographical or any Restricted Subsidiary which could reasonably be expected geological data and information of a general economic or general industry nature contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and the Group Members do not warrant that such opinions, estimates and projections will ultimately prove 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 Parent, the Borrower, or any Restricted Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated herebyaccurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent Agent, the Loan Administrator and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the 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 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 Parent, the Borrower, Borrower or any Restricted Subsidiary to the Administrative Agent Agent, the Loan Administrator or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent prospect information, geological and geophysical data and engineering projections, the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There 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 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 Agent, the Loan Administrator or the Lenders by or on behalf of the Parent, the Borrower, Borrower or any Restricted Subsidiary prior to, or on, the date hereof Amendment Effective 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 misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted Subsidiaries Loan Party is subject, and all other matters existing facts and circumstances applicable to the Loan Parties known to itthe Borrower, 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 written information (other than any projections, forward-looking information or information of a general economic or industry specific nature) furnished by or on behalf of the Parent, the Borrower, or any Restricted Subsidiary Group Members to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) ), when taken as a whole, contains any untrue statement of a material misstatement of fact or omits to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleadingmaterially misleading (giving effect to all supplements thereto); provided that, with respect to projected financial or other information, the Parent and the Borrower Group Members represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the timetime (it being recognized by the parties hereto that such projected financial or other information are as to future events and are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are beyond the Group Members’ control, and no assurance can be given that any particular financial projections will be realized, and that actual results during the period or periods covered by any such projections may differ from the projected results, and such differences may be material, and that there are industrywide risks normally associated with the types of businesses conducted by the Borrower and its Subsidiaries. There is are no fact peculiar statements or conclusions in any Reserve Report which are based upon or include misleading material information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Borrower Oil and Gas Properties and production, cost estimates, geographical or any Restricted Subsidiary which could reasonably be expected geological data and information of a general economic or general industry nature contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and the Group Members do not warrant that such opinions, estimates and projections will ultimately prove 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 Parent, the Borrower, or any Restricted Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated herebyaccurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted Subsidiaries Loan Party is subject, and all other matters existing facts and circumstances applicable to the Loan Parties known to itthe Borrower, 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 the Parent, the Borrower, or any Restricted Subsidiary Loan Parties to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains contain any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial or other information, the Parent and the Borrower Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact peculiar to the Borrower or any Restricted Subsidiary other Loan 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 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 Parent, the Borrower, Borrower or any Restricted Subsidiary other Loan Party 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 misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and the Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary 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 of the Restricted Subsidiaries Subsidiary 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 Taken as a whole, none of the other reports, financial statements, certificates or other information furnished by or on behalf of the Parent, the Borrower, any Loan Party 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any contain material misstatement misstatements of fact or omits omit to state any material fact facts necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent prospect information, geological and the Borrower represent geophysical data and engineering projections, each Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There To the knowledge of each Loan Party, there is no fact peculiar to the Borrower such party 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 Parent, the Borrower, each Loan Party or any Restricted Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated hereby. There are no statements or conclusions known to any Loan Party in any Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that each Loan Party and each Subsidiary do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the its Restricted Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse EffectEffect (other than industry-wide risks normally associated with the types of business conducted by the Credit Parties to the extent that such risks do not have a disproportionate effect on the Credit Parties (in comparison to the effect of such risks on other similarly situated parties associated with such types of business)). None Taken as a whole, none of the other reports, financial statements, certificates or other written information furnished by or on behalf of the Parent, the Borrower, 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact (other than industry-wide risks normally associated with the types of business conducted by the Credit Parties to the extent that such risks do not have a disproportionate effect on the Credit Parties (in comparison to the effect of such risks on other similarly situated parties associated with such types of business)) necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, that (a) with respect to projected financial information, the Parent prospect information, geological and geophysical data and engineering projections, the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the timetime 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 are no fact peculiar statements or conclusions known to a Responsible Officer or to the chief engineer of the Borrower in any Reserve Report which are based upon or any 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 its Restricted Subsidiary which could reasonably be expected 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 its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove 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 Parent, the Borrower, or any Restricted Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated herebyaccurate.

Disclosure; No Material Misstatements. The Parent, OP LLC and the Borrower, and each Restricted Subsidiary has Borrower have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it they or any of the Restricted Subsidiaries is subject, and except for matters that could reasonably be expected to be known already by the Lenders, all other matters known to itthem, 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 written information furnished by or on behalf of the Parent, OP LLC, the Borrower, 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent Parent, OP LLC 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 no fact peculiar to the Parent, OP LLC, 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 Parent, OP LLC, the Borrower, 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 misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Parent, OP LLC, the Borrower and the Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, Parent and the Borrower, and each Restricted Subsidiary has Borrower have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it they or any of the Restricted Subsidiaries is subject, and except for matters that could reasonably be expected to be known already by the Lenders, all other matters known to itthem, 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 written information furnished by or on behalf of the Parent, the Borrower, 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent 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 no fact peculiar to the Parent, 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 Parent, the Borrower, 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 misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Parent , the Borrower and the Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, (a) Each of Holdings and the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the 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, financial statements, certificates or other factual information furnished by or on behalf of the ParentHoldings, the Borrower, Borrower or any Restricted Subsidiary in writing to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) ), taken as a whole, contains any untrue statement of material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Parent each of Holdings and the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed by Holdings or the Borrower to be reasonable at the time. There time it being understood that (i) any such projected financial information is no fact peculiar merely a prediction as to future events and its not to be viewed as fact, (ii) such projected financial information is subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings, the Borrower 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 or periods covered by any such projections may differ significantly from the projected results and such differences may be material. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and its Restricted Subsidiary which could reasonably be expected Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that Holdings, the Borrower and its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have a Material Adverse Effect or in been accurate. (b) As of 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 documentsEffective Date, certificates and statements furnished to the Administrative Agent knowledge of Holdings or the Lenders by or on behalf of the Parent, the Borrower, or any Restricted Subsidiary prior to, or onas applicable, the date hereof information included in the Beneficial Ownership Certification provided on or prior to the Effective Date to any Lender in connection with the transactions contemplated herebythis Agreement is true and correct in all respects.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the 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 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 Parent, the Borrower, 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent prospect information, geological and geophysical data and engineering projections, the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There 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 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 Parent, the Borrower, Borrower or any Restricted Subsidiary prior to, or on, the date hereof Effective 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 misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, Parent and the Borrower, and each Restricted Subsidiary has Borrowers have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it Parent, any Borrower or any of the their Restricted Subsidiaries is subject, and all other matters known to itthem, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None Taken as a whole, none of the other reports, financial statements, certificates or other information furnished by or on behalf of the Parent, the Borrower, any 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any contain material misstatement misstatements of fact or omits omit to state any material fact facts necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the prospect information, geological and geophysical data and engineering projections, Parent and the Borrower Borrowers jointly and severally represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There To the knowledge of Parent and the Borrowers, there is no fact peculiar to the Parent, any 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 Parent, the Borrower, any 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 known to Parent or any Borrower in any Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. CHAPARRAL ENERGY, L.L.C. EIGHTH RESTATED CREDIT AGREEMENT

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted 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 To the knowledge of Borrower, taken as a whole, none of the other reports, financial statements, certificates or other reports and information furnished by or on behalf of the Parent, the Borrower, 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent prospect information, geological and geophysical data and engineering projections, the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There 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 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 Parent, the Borrower, 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 known to the Borrower in the Catarina Property Acquisition Reserve Report or any Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in the Catarina Property Acquisition Reserve Report and each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted 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 the Parent, the Borrower, 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent and the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable 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 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 Parent, the Borrower, 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 the Initial Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Each Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted 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 either of the Parent, the Borrower, Borrowers or any Restricted Subsidiary of their 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, each of the Parent and the Borrower represent Borrowers represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact peculiar to the any Borrower or any Restricted Subsidiary which of their Subsidiaries that 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 Parent, the Borrower, any Borrower or any Restricted Subsidiary of their Subsidiaries prior to, or on, the date hereof in connection with the transactions contemplated hereby. The Borrowers have not provided the independent petroleum engineers that prepared the Reserve Reports with any information that was incorrect or misleading in any material respect at the time it was delivered.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted Subsidiaries 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 Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Parent, the Borrower, or any Restricted Subsidiary 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent prospect information, geological and geophysical data and engineering projections, the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There To the knowledge of the Borrower, there is no fact peculiar to the Borrower or any Restricted Subsidiary Loan 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 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 Parent, the Borrower, or any Restricted Subsidiary Loan Party prior to, or on, the date hereof in connection with the transactions contemplated hereby. There are no material statements or conclusions known to the Borrower in any Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary (a) Such Credit Party has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted its Subsidiaries is subject, and all other matters known to itthem, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Parent, the Borrower, such Credit Party or any Restricted Subsidiary 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, that (i) with respect to projected financial information, the Parent and the Borrower represent such Credit Party represents only that such information was prepared in good faith based upon accounting principles consistent with the historical audited financial statements of the Acquired Business and upon assumptions believed to be reasonable at the timetime and (ii) no representation or warranty is made with respect to information of a general economic or general industry nature. There is no fact peculiar to the Borrower such Credit Party or any Restricted Subsidiary 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 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, such Credit Party or any Restricted Subsidiary its Subsidiaries 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 misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that such Credit Party and its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. The Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders Banks all agreements, instruments and corporate or other restrictions to which it or any of the Restricted Subsidiaries other Credit 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, financial statements, certificates or other information furnished by or on behalf of the Parent, the Borrower, Borrower or any Restricted Subsidiary other Credit Party to the Administrative Agent or any Lender Bank or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document Paper or delivered hereunder or under any other Loan Document Paper (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent and the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact peculiar to the Borrower or any Restricted Subsidiary 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 which has not been set forth in this Agreement or the Loan Documents Papers or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders Banks by or on behalf of the Parent, the Borrower, Borrower or any Restricted Subsidiary other Credit Party 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 misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Mineral Interests of 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 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 Parent, the Borrower, and each Restricted Subsidiary Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted 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 the Parent, the Borrower, 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 delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent prospect information, geological and geophysical data and engineering projections, the Borrower represent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There 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 Parent, the Borrower, Borrower or any Restricted Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and 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 its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.