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 BORROWER 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 SUBSIDIARY WHICH COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR IN THE FUTURE IS REASONABLY LIKELY
TO HAVE A MATERIAL ADVERSE EFFECT AND WHICH HAS NOT BEEN SET FORTH IN THIS
AGREEMENT OR THE LOAN DOCUMENTS OR THE OTHER DOCUMENTS, CERTIFICATES AND
STATEMENTS FURNISHED TO THE ADMINISTRATIVE AGENT OR THE LENDERS BY OR ON BEHALF
OF THE BORROWER OR ANY 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 THE
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 BEEN ACCURATE.
SECTION 7.12
INSURANCE.
THE BORROWER HAS, AND
HAS CAUSED ALL OF ITS SUBSIDIARIES TO HAVE, (A) ALL INSURANCE POLICIES
SUFFICIENT FOR THE COMPLIANCE BY EACH OF THEM WITH ALL MATERIAL GOVERNMENTAL
REQUIREMENTS AND ALL MATERIAL AGREEMENTS 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 SAME OR A SIMILAR BUSINESS FOR THE ASSETS AND OPERATIONS OF THE BORROWER AND
ITS SUBSIDIARIES.
THE ADMINISTRATIVE AGENT AND THE LENDERS HAVE BEEN NAMED AS
ADDITIONAL INSUREDS IN RESPECT OF SUCH LIABILITY INSURANCE POLICIES AND THE
ADMINISTRATIVE AGENT HAS BEEN NAMED AS LOSS PAYEE WITH RESPECT TO PROPERTY LOSS
INSURANCE.
SECTION 7.13
RESTRICTION ON LIENS.
NEITHER THE
BORROWER NOR ANY OF THE SUBSIDIARIES IS A PARTY TO ANY MATERIAL AGREEMENT OR
ARRANGEMENT (OTHER THAN CAPITAL LEASES CREATING LIENS PERMITTED BY
SECTION 9.03(C) AND AGREEMENTS RELATED TO THE DEFERRED PURCHASE PRICE OF
PROPERTY CREATING LIENS PERMITTED BY SECTION 9.03(D), BUT THEN ONLY ON THE
PROPERTY SUBJECT OF SUCH CAPITAL LEASE OR DEFERRED PURCHASE PRICE), OR SUBJECT
TO ANY ORDER, JUDGMENT, WRIT OR DECREE, WHICH EITHER RESTRICTS OR PURPORTS TO
RESTRICT ITS ABILITY TO GRANT LIENS TO THE ADMINISTRATIVE AGENT AND THE LENDERS
ON OR IN RESPECT OF THEIR PROPERTIES TO SECURE THE INDEBTEDNESS AND THE LOAN
DOCUMENTS.
SECTION 7.14
SUBSIDIARIES.
EXCEPT AS SET FORTH
ON SCHEDULE 7.14 OR AS DISCLOSED IN WRITING TO THE ADMINISTRATIVE AGENT (WHICH
SHALL PROMPTLY FURNISH A COPY TO THE LENDERS), WHICH SHALL BE A SUPPLEMENT TO
SCHEDULE 7.14, THE BORROWER HAS