Common use of REPRESENTATIONS AND WARRANTIES OF GENERAL PARTNER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF GENERAL PARTNER. The General Partner represents, warrants and covenants to the Limited Partners as follows: (a) The General Partner is a corporation duly formed, validly existing and in good standing under the laws of the State of California. (b) The General Partner is duly qualified to transact business in the State of Texas and is or will qualify to transact business in every other jurisdiction where the character of the properties owned or held by the Partnership or where the nature of the business transacted by the Partnership makes qualification by it necessary or appropriate in order for the Partnership to conduct its business. (c) The General Partner has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including, without limitation, the power and authority to act as General Partner of the Partnership). (d) The execution, delivery and performance by the General Partner of this Agreement has been duly and validly authorized by all requisite corporate action, and no other corporate or shareholder action is required to be taken to authorize such execution, delivery and performance. (e) The execution, delivery and performance by the General Partner of this Agreement is within its corporate powers and will not (i) be in contravention of or violate any provisions of its articles of incorporation, bylaws or other governing documents, as amended to the date hereof, or (ii) be in contravention of or result in any breach or constitute a default under any applicable law, rule, regulation, judgment, license, permit or order or any loan, note or other agreement or instrument to which the General Partner is a party or by which it or any of its properties are bound. (f) When delivered to the Limited Partners, this Agreement will have been duly and validly executed and will be binding upon the General Partner and enforceable in accordance with its terms. (g) Except for a change of law over which the General Partner has no control (and the General Partner shall immediately notify the Limited Partners when the General Partner learns of such occurrence), the foregoing representations, warranties and covenants shall remain true and accurate during the term of the Partnership, and the General Partner will neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (h) No consent, approval, authorization or order of any court or governmental agency or authority or of any third party which has not been obtained is required in connection with the execution, delivery and performance by the General Partner of this Agreement except for (i) the filing of a certificate of limited partnership for the Partnership with the Office of the Secretary of State of the State of Texas pursuant to the Act and (ii) the filing of certain documents with respect to the qualification or reformation and operation of the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) under the laws of any state in which the Partnership owns properties or conducts business so as to require such qualification. (i) Neither the General Partner nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, the Other Agreements or the transactions contemplated herein or therein, or paid or agreed to pay any brokerage fee, finder's fee, commission or similar payment to any person on account of this Agreement, the Parent Agreements or the transactions provided for herein or therein, except for the Placement Fee of $100,000 due and owing EnCap Investments L.C. by the General Partner at the Delivery Date; and the General Partner shall indemnify and hold harmless the Partnership and the Limited Partners from any costs, including attorneys' fees, and liability arising from the claim of any broker, agent or finder employed or retained by the General Partner in connection with the Partnership, this Agreement or the Parent Agreements. (j) As of the date hereof none of the financial statements or other written documents or information delivered herewith or heretofore by or on behalf of the General Partner to the Limited Partners in connection with the General Partner, any Affiliate thereof, this Agreement, the Parent Agreements, the Investors Agreement, the Properties and the operations to be conducted hereunder contains any untrue statement of a material fact or omits to state any material fact (other than facts which the Limited Partners recognize to be industry risks normally associated with the oil and gas business) necessary to keep the statements contained herein or therein from being misleading. There is no fact peculiar to the General Partner, its Affiliates or the Properties (other than facts which the Limited Partners recognize to be industry risks normally associated with the oil and gas business) which materially adversely affects or in the future may (so far as the General Partner can now foresee) materially adversely affect (i) the business, property or assets, or financial condition of the General Partner or its Affiliates, (ii) the Parent Agreements or the Investors Agreement, or (iii) the Properties, and which has not been set forth in this Agreement or in the other documents, certificates and statements furnished to the Limited Partners by or on behalf of the General Partner or the Parent prior to the date hereof in connection with the transactions contemplated hereby, the Parent Agreements or the Investors Agreement. (k) To the best knowledge of the General Partner, the General Partner and its Affiliates and persons acting on their behalf have not taken any action, or failed to take any action, which has caused the organization of the Partnership and the issuance of the interests in the Partnership to come within the registration requirements of the Securities Act of 1933, as amended, or any applicable state blue sky laws. (l) There is no pending or, to the best of the General Partner's knowledge, threatened judicial, administrative or arbitral action, suit or proceeding against or investigation of the General Partner which is not fully insured against (except standard deductible amounts) and which might materially and adversely affect the financial condition of the General Partner or its ability to perform its obligations under this Agreement. Agreements. (m) During the preceding 12-month period, the General Partner and its Affiliates and persons acting on their behalf have not sold (except to a limited number of persons who have represented themselves to be accredited investors, as defined in Rule 501 promulgated by the Securities and Exchange Commission) any interest in the Partnership or similar interests; with respect to any sales of interests similar to the Partnership by the General Partner and its Affiliates and persons acting on their behalf subsequent to the Delivery Date, the General Partner shall do nothing which would require the registration of these interests under the Securities Act of 1933, and the rules and regulations promulgated thereunder, as well as applicable state securities laws. (i) The General Partner is acting on its own behalf as a General Partner of the Partnership and is not acting merely as the agent of the Limited Partners; (ii) the Partnership will be operated in accordance with the Act and this Agreement; (iii) the Limited Partners do not own any beneficial interest or voting rights in the General Partner; and (iv) interests in the Partnership will not be traded on an established securities market or any secondary market (or the substantial equivalent thereof).

REPRESENTATIONS AND WARRANTIES OF GENERAL PARTNER. The General Partner represents, warrants and covenants to the Limited Partners Partner as follows: (a) The General Partner is a corporation limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of CaliforniaDelaware. (b) The General Partner is duly qualified to transact business in the State of Texas and is or will qualify to transact business in every other jurisdiction where the character of the properties owned or held by the Partnership or where the nature of the business transacted by the Partnership makes qualification by it necessary or appropriate in order for the Partnership to conduct its business. (c) The General Partner has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including, without limitation, the power and authority to act as General Partner of the Partnership). (d) The execution, delivery and performance by the General Partner of this Agreement has been duly and validly authorized by all requisite corporate actionlimited liability company action of the General Partner, and no other corporate or shareholder such action is required to be taken to authorize such execution, delivery and performance. (e) The execution, delivery and performance by the General Partner of this Agreement is within its corporate limited liability company powers and will not (i) be in contravention of or violate any provisions of its articles of incorporation, bylaws charter or other governing documents, as amended to the date hereof, or (ii) be in contravention of or result in any breach or constitute a default under any applicable law, rule, regulation, judgment, license, permit or order or any material loan, note or other agreement or instrument to which the General Partner is a party or by which it or any of its properties are bound. (f) When delivered to the Limited PartnersPartner, this Agreement will have been duly and validly executed and will be binding upon the General Partner and enforceable in accordance with its termsthe terms hereof. (g) Except for a change of law over which the General Partner has no control (and the General Partner shall immediately notify the Limited Partners Partner when the General Partner learns of such occurrence), the foregoing representations, warranties and covenants shall remain true and accurate in all material respects during the term of the Partnership, and the General Partner will neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurateinaccurate in any material respect. (h) No consent, approval, authorization or order of any court or governmental agency or authority or of any third party which that has not been obtained is required in connection with the execution, delivery and performance by the General Partner of this Agreement except for (i) the filing of a certificate of limited partnership for the Partnership with the Office of the Secretary of State of the State of Texas pursuant to the Act and (ii) the filing of certain documents with respect to the qualification or reformation and operation of the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) under the laws of any state in which the Partnership owns properties or conducts business so as to require such qualificationAgreement. (i) Neither the General Partner nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, the Other Agreements Agreement or the transactions contemplated herein or thereinherein, or paid or agreed to pay any brokerage fee, finder's ’s fee, commission or similar payment to any person on account of this Agreement, the Parent Agreements Agreement or the transactions provided for herein or therein, except for the Placement Fee of $100,000 due and owing EnCap Investments L.C. by the General Partner at the Delivery Dateherein; and the General Partner shall indemnify and hold harmless the Partnership and the Limited Partners Partner from any costs, including attorneys' ’ fees, and liability arising from the claim of any broker, agent or finder employed or retained by the General Partner in connection with the Partnership, Partnership or this Agreement or the Parent AgreementsAgreement. (j) As of the date hereof none None of the financial statements or other written documents or information delivered herewith or heretofore by or on behalf of the General Partner or the Parent to the Limited Partners Partner in connection with the General Partner, any Affiliate thereofthe Parent, this Agreement, the Parent Agreements, the Investors Agreement, the Properties and the operations to be conducted hereunder contains any untrue statement of a material fact or omits to state any material fact (other than facts which the Limited Partners recognize Partner recognizes to be industry risks normally associated with the oil and gas business) necessary to keep the statements contained herein or therein from being misleading. There is no fact peculiar to the General Partner, its Affiliates the Parent or the Properties (other than facts which the Limited Partners recognize Partner recognizes to be industry risks normally associated with the oil and gas business) which materially adversely affects or in the future may (so far as the General Partner can now reasonably foresee) materially adversely affect (i) the business, property or assets, or financial condition of the General Partner or its Affiliates, the Parent or (ii) the Parent Agreements or the Investors Agreement, or (iii) the Properties, and which has not been set forth in this Agreement or in the other documents, certificates and statements furnished to the Limited Partners Partner by or on behalf of the General Partner or the Parent Partners prior to the date hereof in connection with the transactions contemplated hereby, the Parent Agreements or the Investors Agreement. (k) To the best knowledge of the General Partner, the General Partner and its Affiliates and persons acting on their behalf have not taken any action, or failed to take any action, which has caused the organization of the Partnership and the issuance of the interests in the Partnership to come within the registration requirements of be required to be registered under the Securities Act of 1933, as amended, or any applicable state blue sky laws. (l) There is no pending or, to the best of the General Partner's ’s knowledge, threatened judicial, administrative or arbitral action, suit or proceeding against or investigation of the General Partner which is not fully insured against (except standard deductible amounts) and which might materially and adversely affect the financial condition of the General Partner or its ability to perform its obligations under this Agreement. Agreements. (m) During the preceding 12-month period, the General Partner and its Affiliates and persons acting on their behalf have not sold (except to a limited number of persons who have represented themselves to be accredited investors, as defined in Rule 501 promulgated by the Securities and Exchange Commission) any interest in the Partnership or similar interests; with respect to any sales of interests similar to the Partnership by the General Partner and its Affiliates and persons acting on their behalf subsequent to within six months after the Delivery Datedate of this Agreement, the General Partner shall do nothing which would require the registration of these interests under the Securities Act of 1933, and the rules and regulations promulgated thereunder, as well as applicable state securities laws. (in) The General Partner is acting on its own behalf as a General Partner wholly-owned subsidiary of the Partnership and is not acting merely as the agent of the Limited Partners; (ii) the Partnership will be operated in accordance with the Act and this Agreement; (iii) the Limited Partners do not own any beneficial interest or voting rights in the General Partner; and (iv) interests in the Partnership will not be traded on an established securities market or any secondary market (or the substantial equivalent thereof)Parent.

REPRESENTATIONS AND WARRANTIES OF GENERAL PARTNER. The General Partner represents, warrants and covenants to the Limited Partners as follows: (a) The General Partner is a corporation duly formed, validly existing and in good standing under the laws of the State of CaliforniaTexas. (b) The General Partner is duly qualified to transact business in the State of Texas and is or will qualify to transact business in every other jurisdiction where the character of the properties owned or held by the Partnership or where the nature of the business transacted by the Partnership makes qualification by it necessary or appropriate in order for the Partnership to conduct its business. (c) The General Partner has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including, without limitation, the power and authority to act as General Partner of the Partnership). (d) The execution, delivery and performance by the General Partner of this Agreement has been duly and validly authorized by all requisite corporate action, and no other corporate or shareholder action is required to be taken to authorize such execution, delivery and performance. (e) The execution, delivery and performance by the General Partner of this Agreement is within its corporate powers and will not (i) be in contravention of or violate any provisions of its articles of incorporation, bylaws charter or other governing documents, as amended to the date hereof, or (ii) be in contravention of or result in any breach or constitute a default under any applicable law, rule, regulation, judgment, license, permit or order or any loan, note or other agreement or instrument to which the General Partner is a party or by which it or any of its properties are bound. (f) When delivered to the Limited Partners, this Agreement will have been duly and validly executed and will be binding upon the General Partner and enforceable in accordance with its termsthe terms hereof. (g) Except for a change of law over which the General Partner has no control (and the General Partner shall immediately notify the Limited Partners when the General Partner learns of such occurrence), the foregoing representations, warranties and covenants shall remain true and accurate during the term of the Partnership, and the General Partner will neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (h) No consent, approval, authorization or order of any court or governmental agency or authority or of any third party which has not been obtained is required in connection with the execution, delivery and performance by the General Partner of this Agreement except for (i) the filing of a certificate of limited partnership for the Partnership with the Office of the Secretary of State of the State of Texas pursuant to the Act and (ii) the filing of certain documents with respect to the qualification or reformation and operation of the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) under the laws of any state in which the Partnership owns properties or conducts business so as to require such qualification. (i) Neither the General Partner nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, the Other Agreements Agreement or the transactions contemplated herein or thereinherein, or paid or agreed to pay any brokerage fee, finder's fee, commission or similar payment to any person on account of this Agreement, the Parent Agreements Agreement or the transactions provided for herein or thereinherein, except for the Placement Fee of $100,000 50,000 paid to EnCap Investments L.C. by the General Partner on the Delivery Date, the Taylxx Xxxcement Fee due and owing EnCap Investments L.C. by the General Partner at on the Delivery Taylxx Xxxndment Date, and the broker's fee to be paid under the Taylxx Xxxchase Agreement (provided, the Partnership's obligation with respect to such broker's fee shall not exceed $46,000); and the General Partner shall indemnify and hold harmless the Partnership and the Limited Partners from any costs, including attorneys' fees, and liability arising from the claim of any broker, agent or finder employed or retained by the General Partner in connection with the Partnership, Partnership or this Agreement or the Parent AgreementsAgreement. (j) The General Partner has conducted a reasonable and prudent due diligence investigation of the Taylxx Xxxperties consistent with generally accepted industry practices. (k) As of the date hereof none of the financial statements or other written documents or information delivered herewith or heretofore by or on behalf of the General Partner to the Limited Partners in connection with the General Partner, any Affiliate thereof, this AgreementParent, the Parent Agreements, the Investors General Partner or this Agreement, the Properties and the operations to be conducted hereunder contains any untrue statement of a material fact or omits to state any material fact (other than facts which the Limited Partners recognize to be industry risks normally associated with the oil and gas business) necessary to keep the statements contained herein or therein from being misleading. There is no fact peculiar to the General Partner, its Affiliates (including the Parent) or the Properties (other than facts which the Limited Partners recognize to be industry risks normally associated with the oil and gas business) which materially adversely affects or in the future may (so far as the General Partner can now foresee) materially adversely affect (i) the business, property or assets, or financial condition of the General Partner or its Affiliates, (ii) the Parent Agreements or the Investors Agreement, or (iii) the Properties, and which has not been set forth in this Agreement or in the other documents, certificates and statements furnished to the Limited Partners by or on behalf of the General Partner or the Parent prior to the date hereof in connection with the transactions contemplated hereby, the Parent Agreements or the Investors Agreement. (k) To the best knowledge of the General Partner, the General Partner and its Affiliates and persons acting on their behalf have not taken any action, or failed to take any action, which has caused the organization of the Partnership and the issuance of the interests in the Partnership to come within the registration requirements of the Securities Act of 1933, as amended, or any applicable state blue sky laws. (l) There is no pending or, to the best of the General Partner's knowledge, threatened judicial, administrative or arbitral action, suit or proceeding against or investigation of the General Partner which is not fully insured against (except standard deductible amounts) and which might materially and adversely affect the financial condition of the General Partner or its ability to perform its obligations under this Agreement. Agreements. (m) During the preceding 12-month period, the General Partner and its Affiliates and persons acting on their behalf have not sold (except to a limited number of persons who have represented themselves to be accredited investors, as defined in Rule 501 promulgated by the Securities and Exchange Commission) any interest in the Partnership or similar interests; with respect to any sales of interests similar to the Partnership by the General Partner and its Affiliates and persons acting on their behalf subsequent to the Delivery Date, the General Partner shall do nothing which would require the registration of these interests under the Securities Act of 1933, and the rules and regulations promulgated thereunder, as well as applicable state securities laws. (i) The General Partner is acting on its own behalf as a General Partner of the Partnership and is not acting merely as the agent of the Limited Partners; (ii) the Partnership will be operated in accordance with the Act and this Agreement; (iii) the Limited Partners do not own any beneficial interest or voting rights in the General Partner; and (iv) interests in the Partnership will not be traded on an established securities market or any secondary market (or the substantial equivalent thereof).gas

REPRESENTATIONS AND WARRANTIES OF GENERAL PARTNER. The General Partner represents, warrants and covenants to the Limited Partners Partner as follows: (a) The General Partner is a corporation limited liability company duly formed, organized and validly existing and in good standing under the laws of the State of CaliforniaTexas. Parent is a limited partnership duly organized and validly existing under the laws of the State of Texas. (b) The General Partner is duly qualified to transact business in the State of Texas and is or will qualify to transact business in every other jurisdiction where the character of the properties owned or held by the Partnership or where the nature of the business transacted by the Partnership makes qualification by it necessary or appropriate in order for the Partnership to conduct its business. (c) The General Partner has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including, without limitation, the power and authority to act as General Partner of the Partnership). (d) The execution, delivery and performance by the General Partner of this Agreement has been duly and validly authorized by all requisite corporate actionaction of the General Partner, and no other corporate or shareholder such action is required to be taken to authorize such execution, delivery and performance. (e) The execution, delivery and performance by the General Partner of this Agreement is within its corporate powers and will not (i) be in contravention of or violate any provisions of its articles of incorporation, bylaws charter or other governing documents, as amended to the date hereof, or (ii) be in contravention of or result in any breach or constitute a default under any applicable law, rule, regulation, judgment, license, permit or order or any material loan, note or other agreement or instrument to which the General Partner is a party or by which it or any of its properties are bound. (f) When delivered to the Limited PartnersPartner, this Agreement will have been duly and validly executed and will be binding upon the General Partner and enforceable in accordance with its termsthe terms hereof. (g) Neither the General Partner, nor any of its beneficial owners appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury or in the Annex to United States Executive Order 132224 – Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, nor are they otherwise a party with which the Partnership is prohibited to deal under the laws of the United States. The General Partner further represents that the monies used to fund the investment in the Partnership are not derived from, invested for the benefit of, or related in any way to, the governments of, or persons (i) within any country under a U.S. embargo enforced by the Office of Foreign Assets Control, (ii) that have been designated as a “non-cooperative country or territory” by the Financial Action Task Force on Money Laundering, or (iii) that have been designated by the U.S. Secretary of the Treasury as a “primary money laundering concern.” (h) The General Partner does not know or have any reason to suspect that (i) the monies used to fund its investment in the Partnership have been or will be derived from or related to any illegal activities, including but not limited to, money laundering activities and activities in violation of Part 12 of the Anti-Terrorism, Crime and Security Act of 2001 or the Foreign Corrupt Practices Act of 1977, and (ii) the proceeds from the General Partner’s investment in the Partnership will be used to finance any illegal or illegitimate activities. The General Partner (A) has conducted thorough due diligence with respect to all of its beneficial owners, (B) has established the identities of all beneficial owners and the source of each of the beneficial owner’s funds, and (C) will retain evidence of any such identities, any such source of funds and any such due diligence. (i) The General Partner is eligible to acquire and hold federal oil and gas leases indirectly through the Partnership. (j) Except for a change of law over which the General Partner has no control (and the General Partner shall immediately notify the Limited Partners Partner when the General Partner learns of such occurrence), the foregoing representations, warranties and covenants shall remain true and accurate in all material respects during the term of the Partnership, and the General Partner will neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurateinaccurate in any material respect. (hk) No consent, approval, authorization or order of any court or governmental agency or authority or of any third party which has not been obtained is required in connection with the execution, delivery and performance by the General Partner of this Agreement except for (i) the filing of a certificate of limited partnership for the Partnership with the Office of the Secretary of State of the State of Texas pursuant to the Act and (ii) the filing of certain documents with respect to the qualification or reformation and operation of the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) under the laws of any state in which the Partnership owns properties or conducts business so as to require such qualificationAgreement. (il) Neither the General Partner nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, the Other Agreements Agreement or the transactions contemplated herein or thereinherein, or paid or agreed to pay any brokerage fee, finder's ’s fee, commission or similar payment to any person on account of this Agreement, the Parent Agreements Agreement or the transactions provided for herein or therein, except for the Placement Fee of $100,000 due and owing EnCap Investments L.C. by the General Partner at the Delivery Dateherein; and the General Partner shall indemnify and hold harmless the Partnership and the Limited Partners Partner from any costs, including attorneys' ’ fees, and liability arising from the claim of any broker, agent or finder employed or retained by the General Partner in connection with the Partnership, Partnership or this Agreement or the Parent AgreementsAgreement. (jm) As of the date hereof none None of the financial statements or other written documents or information delivered herewith or heretofore by or on behalf of the General Partner to the Limited Partners Partner in connection with the General Partner, any Affiliate thereof, this Agreement, the Parent Agreements, the Investors Agreement, the Properties and the operations to be conducted hereunder contains any untrue statement of a material fact or omits to state any material fact (other than facts which the Limited Partners recognize Partner recognizes to be industry risks normally associated with the oil and gas business) necessary to keep the statements contained herein or therein from being misleading. There is no fact peculiar to the General Partner, its Affiliates Partner or the Properties (other than facts which the Limited Partners recognize Partner recognizes to be industry risks normally associated with the oil and gas business) which materially adversely affects or in the future may (so far as the General Partner can now reasonably foresee) materially adversely affect (i) the business, property or assets, or financial condition of the General Partner or its Affiliates, (ii) the Parent Agreements or the Investors Agreement, or (iii) the Properties, and which has not been set forth in this Agreement or in the other documents, certificates and statements furnished to the Limited Partners Partner by or on behalf of the General Partner or the Parent prior to the date hereof in connection with the transactions contemplated hereby, the Parent Agreements or the Investors Agreement. (kn) To the best knowledge of the General Partner, the General Partner and its Affiliates and persons acting on their behalf have not taken any action, or failed to take any action, which has caused the organization of the Partnership and the issuance of the interests in the Partnership to come within the registration requirements of be required to be registered under the Securities Act of 1933, as amended, or any applicable state blue sky laws. (lo) There is no pending or, to the best of the General Partner's ’s knowledge, threatened judicial, administrative or arbitral action, suit or proceeding against or investigation of the General Partner which is not fully insured against (except standard deductible amounts) and which might materially and adversely affect the financial condition of the General Partner or its ability to perform its obligations under this Agreement. Agreements. (mp) During the preceding 12-month period, the General Partner and its Affiliates and persons acting on their behalf have not sold (except to a limited number of persons who have represented themselves to be accredited investors, as defined in Rule 501 promulgated by the Securities and Exchange Commission) any interest in the Partnership or similar interests; with respect to any sales of interests similar to the Partnership by the General Partner and its Affiliates and persons acting on their behalf subsequent to within six months after the Delivery Datedate of this Agreement, the General Partner shall do nothing which would require the registration of these interests under the Securities Act of 1933, and the rules and regulations promulgated thereunder, as well as applicable state securities laws. (iq) The General Partner is acting on its own behalf as a General Partner of the Partnership and is not acting merely as the agent of the Limited Partners; (ii) the Partnership will be operated in accordance with the Act and this Agreement; (iii) the Limited Partners do not own any beneficial interest or voting rights in the General Partner; and (iv) interests in acknowledges that the Partnership will not be traded on register as an established securities market “investment company” under the Investment Company Act. Accordingly, the General Partner represents that (i) it is a “qualified purchaser” or any secondary market (ii) if not a “qualified purchaser,” and if not an individual, that the number of shareholders, partners or members of the substantial equivalent thereof)General Partner has been provided in writing to the Partnership. (r) The General Partner has delivered to the Limited Partner a true, accurate and complete copy of the Purchase Agreement, the Assignment Agreement, and all amendments thereto. As soon as practicable after the closing of the transactions contemplated under the Purchase Agreement and the Assignment Agreement, the General Partner will deliver to the Limited Partner a copy of all of the documents and other instruments executed and delivered in connection therewith. (s) Parent owns 100% of the beneficial interest of the General Partner.

REPRESENTATIONS AND WARRANTIES OF GENERAL PARTNER. The General Partner represents, warrants and covenants to the Limited Partners as follows: (a) The General Partner is a corporation duly formed, validly existing and in good standing under the laws of the State of CaliforniaTexas. (b) The General Partner is duly qualified to transact business in the State of Texas and is or will qualify to transact business in every other jurisdiction where the character of the properties owned or held by the Partnership or where the nature of the business transacted by the Partnership makes qualification by it necessary or appropriate in order for the Partnership to conduct its business. (c) The General Partner has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including, without limitation, the power and authority to act as General Partner of the Partnership). (d) The execution, delivery and performance by the General Partner of this Agreement has been duly and validly authorized by all requisite corporate action, and no other corporate or shareholder action is required to be taken to authorize such execution, delivery and performance. (e) The execution, delivery and performance by the General Partner of this Agreement is within its corporate powers and will not (i) be in contravention of or violate any provisions of its articles of incorporation, bylaws or other governing documents, as amended to the date hereof, or (ii) be in contravention of or result in any breach or constitute a default under any applicable law, rule, regulation, judgment, license, permit or order or any loan, note or other agreement or instrument to which the General Partner is a party or by which it or any of its properties are bound. (f) When delivered to the Limited Partners, this Agreement will have been duly and validly executed and will be binding upon the General Partner and enforceable in accordance with its terms. (g) Except for a change of law over which the General Partner has no control (and the General Partner shall immediately notify the Limited Partners when the General Partner learns of such occurrence), the foregoing representations, warranties and covenants shall remain true and accurate during the term of the Partnership, and the General Partner will neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (h) No consent, approval, authorization or order of any court or governmental agency or authority or of any third party which has not been obtained is required in connection with the execution, delivery and performance by the General Partner of this Agreement except for (i) the filing of a certificate of limited partnership for the Partnership with the Office of the Secretary of State of the State of Texas pursuant to the Act and (ii) the filing of certain documents with respect to the qualification or reformation and operation of the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) under the laws of any state in which the Partnership owns properties or conducts business so as to require such qualification. (i) Neither the General Partner nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, the Other Agreements or the transactions contemplated herein or therein, or paid or agreed to pay any brokerage fee, finder's fee, commission or similar payment to any person on account of this Agreement, the Parent Agreements or the transactions provided for herein or therein, except for the Original Placement Fee of $100,000 due and owing EnCap Investments L.C. by the General Partner at the Delivery Dateany Additional Placement Fees paid hereunder; and the General Partner shall indemnify and hold harmless the Partnership and the Limited Partners from any costs, including attorneys' fees, and liability arising from the claim of any broker, agent or finder employed or retained by the General Partner in connection with the Partnership, this Agreement or the Parent Agreements. (j) As of the date hereof none of the financial statements or other written documents or information delivered herewith or heretofore by or on behalf of the General Partner to the Limited Partners in connection with the General Partner, any Affiliate thereof, this Agreement, the Parent Agreements, the Investors Co-Sale Agreement, the Properties A&D Agreement and the operations activities to be conducted hereunder contains any untrue statement of a material fact or omits to state any material fact (other than facts which the Limited Partners recognize to be industry risks normally associated with the oil and gas business) necessary to keep the statements contained herein or therein from being misleading. There is no fact peculiar to the General Partner, its Affiliates Affiliates, the oil and gas properties transferred under the A&D Agreement or the Properties activities to be conducted hereunder (other than facts which the Limited Partners recognize to be industry risks normally associated with the oil and gas business) which materially adversely affects or in the future may (so far as the General Partner can now foresee) materially adversely affect (i) the business, property or assets, or financial condition of the General Partner or its Affiliates, (ii) the Parent Agreements or the Investors Co-Sale Agreement, or (iii) the PropertiesA&D Agreement or (iv) the activities to be conducted hereunder, and which has not been set forth in this Agreement or in the other documents, certificates and statements furnished to the Limited Partners by or on behalf of the General Partner or the Parent an Affiliate thereof prior to the date hereof in connection with the transactions contemplated hereby, the Parent Agreements Agreements, the A&D Agreement or the Investors Co-Sale Agreement. (k) To the best knowledge of the General Partner, the General Partner and its Affiliates and persons acting on their behalf have not taken any action, or failed to take any action, which has caused the organization of the Partnership and the issuance of the interests in the Partnership to come within the registration requirements of the Securities Act of 1933, as amended, or any applicable state blue sky laws. (l) There is no pending or, to the best of the General Partner's knowledge, threatened judicial, administrative or arbitral action, suit or proceeding against or investigation of the General Partner which is not fully insured against (except standard deductible amounts) and which might materially and adversely affect the financial condition of the General Partner or its ability to perform its obligations under this Agreement. Agreements. (m) During the preceding 12-month period, The representations and warranties of the General Partner and its Affiliates and persons acting on their behalf have not sold (except to a limited number of persons who have represented themselves to be accredited investors, as defined in Rule 501 promulgated by the Securities and Exchange Commission) any interest in the Partnership or similar interests; with respect to any sales Original Agreement were true and accurate in all material respects as of interests similar to the Partnership by date of the General Partner Original Agreement and its Affiliates are true and persons acting on their behalf subsequent to accurate as of the Delivery Date, the General Partner shall do nothing which would require the registration of these interests under the Securities Act of 1933, and the rules and regulations promulgated thereunder, as well as applicable state securities laws. (i) date hereof. The General Partner is acting on its own behalf as a General Partner in compliance in all material respects with the terms and provisions of the Partnership and is not acting merely as the agent of the Limited Partners; (ii) the Partnership will be operated in accordance with the Act and this Original Agreement; (iii) the Limited Partners do not own any beneficial interest or voting rights in the General Partner; and (iv) interests in the Partnership will not be traded on an established securities market or any secondary market (or the substantial equivalent thereof).

REPRESENTATIONS AND WARRANTIES OF GENERAL PARTNER. The General Partner represents, warrants and covenants to the Limited Partners Partner as follows: (a) The General Partner is a corporation duly formedorganized, validly existing and in good standing under the laws of the State of CaliforniaTexas. (b) The General Partner is duly qualified to transact business in the State of Texas and is or will qualify to transact business in every other jurisdiction where the character of the properties owned or held by the Partnership or where the nature of the business transacted by the Partnership makes qualification by it necessary or appropriate in order for the Partnership to conduct its business. (c) The General Partner has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including, without limitation, the power and authority to act as General Partner of the Partnership). (d) The execution, delivery and performance by the General Partner of this Agreement has been duly and validly authorized by all requisite corporate action, and no other corporate director or shareholder action is required to be taken to authorize such execution, delivery and performance. (e) The execution, delivery and performance by the General Partner of this Agreement is within its corporate powers and will not (i) be in contravention of or violate any provisions of its articles of incorporation, bylaws charter or other governing documents, as amended to the date hereof, or (ii) be in contravention of or result in any breach or constitute a default under any applicable law, rule, regulation, judgment, license, permit or order or any loan, note or other agreement or instrument to which the General Partner is a party or by which it or any of its properties are bound. (f) When delivered to the Limited PartnersPartner, this Agreement will have been duly and validly executed and will be binding upon the General Partner and enforceable in accordance with its termsthe terms hereof. (g) Except for a change of law over which the General Partner has no control (and the General Partner shall immediately notify the Limited Partners Partner when the General Partner learns of such occurrence), the foregoing representations, warranties and covenants shall remain true and accurate during the term of the Partnership, and the General Partner will neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (h) No consent, approval, authorization or order of any court or governmental agency or authority or of any third party which has not been obtained is required in connection with the execution, delivery and performance by the General Partner of this Agreement except for (i) the filing of a certificate of limited partnership for the Partnership with the Office of the Secretary of State of the State of Texas pursuant to the Act and (ii) the filing of certain documents with respect to the qualification or reformation and operation of the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) under the laws of any state in which the Partnership owns properties or conducts business so as to require such qualificationAgreement. (i) Neither the General Partner nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, the Other Agreements Agreement or the transactions contemplated herein or thereinherein, or paid or agreed to pay any brokerage fee, finder's fee, commission or similar payment to any person on account of this Agreement, the Parent Agreements Agreement or the transactions provided for herein or therein, except for the Placement Fee of $100,000 due and owing EnCap Investments L.C. by the General Partner at the Delivery Dateherein; and the General Partner shall indemnify and hold harmless the Partnership and the Limited Partners Partner from any costs, including attorneys' fees, and liability arising from the claim of any broker, agent or finder employed or retained by the General Partner in connection with the Partnership, Partnership or this Agreement or the Parent AgreementsAgreement. (j) As of the date hereof none of the financial statements or other written documents or information delivered herewith or heretofore by or on behalf of the General Partner or Parent to the Limited Partners Partner in connection with the General Partner, any Affiliate thereofParent, this Agreement, the Parent Agreements, the Investors Agreement, the Properties Assets and the operations to be conducted hereunder contains any untrue statement of a material fact or omits to state any material fact (other than facts which the Limited Partners recognize Partner recognizes to be industry risks normally associated with the oil and gas business) necessary to keep the statements contained herein or therein from being misleading. There is no fact peculiar to the General Partner, its Affiliates Parent or the Properties Assets (other than facts which the Limited Partners recognize Partner recognizes to be industry risks normally associated with the oil and gas business) which materially adversely affects or in the future may (so far as the General Partner can now foresee) materially adversely affect (i) the business, property or assets, or financial condition of the General Partner or its Affiliates, Parent or (ii) the Parent Agreements or the Investors Agreement, or (iii) the PropertiesAssets, and which has not been set forth in this Agreement or in the other documents, certificates and statements furnished to the Limited Partners Partner by or on behalf of the General Partner or the Parent prior to the date hereof in connection with the transactions contemplated hereby, the Parent Agreements or the Investors Agreement. (k) To the best knowledge of the General Partner, the General Partner and its Affiliates and persons acting on their behalf have not taken any action, or failed to take any action, which has caused the organization of the Partnership and the issuance of the interests in the Partnership to come within the registration requirements of the Securities Act of 1933, as amended, or any applicable state blue sky laws. (l) There is no pending or, to the best of the General Partner's knowledge, threatened judicial, administrative or arbitral action, suit or proceeding against or investigation of the General Partner which is not fully insured against (except standard deductible amounts) and which might materially and adversely affect the financial condition of the General Partner or its ability to perform its obligations under this Agreement. Agreements. (m) During the preceding 12-month period, the General Partner and its Affiliates and persons acting on their behalf have not sold (except to a limited number of persons who have represented themselves to be accredited investors, as defined in Rule 501 promulgated by the Securities and Exchange Commission) any interest in the Partnership or similar interests; with respect to any sales of interests similar to the Partnership by the General Partner and its Affiliates and persons acting on their behalf subsequent to the Delivery Date, the General Partner shall do nothing which would require the registration of these interests under the Securities Act of 1933, and the rules and regulations promulgated thereunder, as well as applicable state securities laws. (i) The General Partner is acting on its own behalf as a General Partner of the Partnership and is not acting merely as the agent of the Limited Partners; (ii) the Partnership will be operated in accordance with the Act and this Agreement; (iii) the Limited Partners do not own any beneficial interest or voting rights in the General Partner; and (iv) interests in the Partnership will not be traded on an established securities market or any secondary market (or the substantial equivalent thereof).