Common use of General Warranties Representations and Covenants Clause in Contracts

General Warranties Representations and Covenants. In addition to the other warranties, representations, and covenants in this Agreement, each Party, as to itself only, warrants, represents, and covenants that: (a) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and it has qualified to do business in and is in good standing in any state where so required in order to perform its obligations hereunder, (b) It has the right, power, authority, and capacity to enter into and perform this Agreement and all transactions contemplated herein, and all actions required to authorize it to enter into and perform this Agreement have been properly taken. (c) It will not breach any other agreement or arrangement by entering into or performing this Agreement. (d) This Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor's rights generally, and with regard to equitable remedies, to the discretion of the court before which proceedings to obtain same may be pending. (e) There are no bankruptcy, insolvency, reorganization, receivership or other arrangement proceedings pending or being contemplated by it. (f) There are no suits, proceedings, judgments or orders by or before any governmental authority that affect either its ability to perform this Agreement or the rights of the other Party hereunder. (g) It will comply with all Laws relevant to the performance of its obligations under this Agreement. Section 10. Section 11. Section 12. Section 13.(Blue Text is "hidden") Article 2I Notices/Invoices Except as may be otherwise provided, any notice, request, demand, statement or xxxx provided for in this Agreement or any notice which a party may desire to give the other shall be in writing and mailed by regular mail to the post office address of the party intended to receive the same, as the case may be, as follows: Gatherer: Notices: Owner: Notices: Enron Midstream Services, L.L.C. Attn: Xxxxx Xxxxxx 0000 00xx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 Nominations/Confirmations: Same as above Invoices: Same as above Payments: by wire transfer BankAmerica, Dallas, TX ABA Route # 000000000 Acct # 3750494099 Xxxxxxx Oil & Gas, Inc. Attn: Xxx Xxxxxxxx 0000 Xxxxxxx Xxxxxx, Suite 550 Denver, CO 80202 Phone: (000) 000-0000 Fax: (000) 000-0000 Nominations/Confirmations: Same as above Invoices: Same as above Payments:

General Warranties Representations and Covenants. In addition to the other warranties, representations, and covenants in this Agreement, each Party, as to itself only, The Local Borrower warrants, represents, represents and covenants that: (a1) It is duly organized, validly existing The Local Borrower has full power and in good standing under the laws of the jurisdiction of its formation, and it has qualified to do business in and is in good standing in any state where so required in order to perform its obligations hereunder, (b) It has the right, power, authority, and capacity authority to enter into and perform this Agreement and all transactions contemplated herein, and all actions required to authorize it to enter into and perform this Agreement have been properly takencomply with the provisions hereof. (c2) It will The Local Borrower currently is not breach the subject of bankruptcy, insolvency, or reorganization proceedings and is not in default of, or otherwise subject to, any other agreement or arrangement by any law, administrative regulation, judgment, decree, note, resolution, charter or ordinance which would currently restrain or enjoin it from entering into into, or performing complying with, this Agreement. (d3) This There is no material action, suit, proceeding, inquiry or investigation, at law or in equity, before any court or public body, pending or, to the best of the Local Borrower’s knowledge, threatened, which seeks to restrain or enjoin the Local Borrower from entering into or complying with this Agreement. (4) All permits, real property interests, and approvals required as of the date of this Agreement has have been duly obtained for construction and use of the Project. The Local Borrower knows of no reason why any future required permits or approvals are not obtainable. (5) The Local Borrower shall undertake the Project on its own responsibility, to the extent permitted by law. (6) To the extent permitted by law, the Local Borrower shall release and hold harmless the State, its agencies, the Corporation, and each of their respective officers, members, and employees from any claim arising in connection with the Local Borrower’s actions or omissions in its planning, engineering, administrative, and construction activities financed by this Loan or its operation of the Project. (7) All Local Borrower representations to the Corporation and the Department, pursuant to the Loan Application and this Agreement, were and are true and accurate as of the date the Loan Application and this Agreement were each executed by the Local Borrower. The financial information delivered by the Local Borrower to the Department was current and correct as of the date such information was delivered. The Local Borrower shall comply with Chapter 62- 503, Florida Administrative Code, and all applicable State and Federal laws, rules, and regulations which are identified in the Loan Application or this Agreement. To the extent that any assurance, representation, or covenant requires a future action, the Local Borrower shall take such action as to comply with this agreement. (8) The Local Borrower shall maintain records using generally accepted governmental accounting principles established by the Governmental Accounting Standards Board. As part of its bookkeeping system, the Local Borrower shall keep accounts of the Sewer System separate from all other accounts and it shall keep accurate records of all revenues, expenses, and expenditures relating to the Sewer System, and of the Pledged Revenues, Loan disbursement receipts and Loan Debt Service Account. (9) In the event the anticipated Pledged Revenues are shown by the Local Borrower's annual budget to be insufficient to make the Semiannual Loan Payments for such Fiscal Year when due, the Local Borrower shall include in such budget other legally available non-ad valorem funds which will be sufficient, together with the Pledged Revenues, to make the Semiannual Loan Payments. Such other legally available non-ad valorem funds shall be budgeted in the regular annual governmental budget and designated for the purpose provided by this Subsection, and the Local Borrower shall collect such funds for application as provided herein. The Local Borrower shall notify the Department immediately in writing of any such budgeting of other legally available non-ad valorem funds. Nothing in this covenant shall be construed as creating a pledge, lien, or charge upon any such other legally available non-ad valorem funds; requiring the Local Borrower to levy or appropriate ad valorem tax revenues; or preventing the Local Borrower from pledging to the payment of any bonds or other obligations all or any part of such other legally available non- ad valorem funds. (10) Pursuant to Section 216.347 of the Florida Statutes, the Local Borrower shall not use the Loan proceeds for the purpose of lobbying the Florida Legislature, the Judicial Branch, or a State agency. (11) The Local Borrower agrees to construct the Project in accordance with the Project schedule. Delays incident to strikes, riots, acts of God, and other events beyond the reasonable control of the Local Borrower are excepted. If for any reason construction is not completed as scheduled, there shall be no resulting diminution or delay in the Semiannual Loan Payment or the Monthly Loan Deposit. (12) The Local Borrower covenants that this Agreement is entered into for the purpose of constructing, refunding, or refinancing the Project which will in all events serve a public purpose. The Local Borrower covenants that it will, under all conditions, complete and operate the Project to fulfill the public need. (13) The Local Borrower shall take such actions, shall furnish and certify to such information and execute and deliver and cause to be executed and delivered by it such documents, certificates and is valid and binding upon it opinions as the Corporation and/or the Department may reasonably require in accordance connection with its termsthe Bonds, subject to bankruptcyincluding, insolvency, reorganization and other laws affecting creditor's rights generally, and with regard to equitable remedies, to the discretion of the court before which proceedings to obtain same may be pending. (e) There are no bankruptcy, insolvency, reorganization, receivership or other arrangement proceedings pending or being contemplated by it. (f) There are no suits, proceedings, judgments or orders by or before any governmental authority that affect either its ability to perform this Agreement or the rights of the other Party hereunder. (g) It will comply with all Laws relevant to the performance of its obligations under this Agreement. Section 10. Section 11. Section 12. Section 13.(Blue Text is "hidden") Article 2I Notices/Invoices Except as may be otherwise providedwithout limitation, any notice, request, demand, statement or xxxx provided for in this Agreement or any notice which a party may desire to give necessary continuing disclosure undertaking meeting the other shall be in writing requirements of Securities and mailed by regular mail to the post office address of the party intended to receive the same, as the case may be, as follows: Gatherer: Notices: Owner: Notices: Enron Midstream Services, L.L.C. Attn: Xxxxx Xxxxxx 0000 00xx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Phone: (000) 000Exchange Commission Rule 15c2-0000 Fax: (000) 000-0000 Nominations/Confirmations: Same as above Invoices: Same as above Payments: by wire transfer BankAmerica, Dallas, TX ABA Route # 000000000 Acct # 3750494099 Xxxxxxx Oil & Gas, Inc. Attn: Xxx Xxxxxxxx 0000 Xxxxxxx Xxxxxx, Suite 550 Denver, CO 80202 Phone: (000) 000-0000 Fax: (000) 000-0000 Nominations/Confirmations: Same as above Invoices: Same as above Payments:12.

General Warranties Representations and Covenants. In addition to the other warranties, representations, and covenants in this Agreement, each Party, as to itself only, The Local Borrower warrants, represents, represents and covenants that: (a1) It is duly organized, validly existing The Local Borrower has full power and in good standing under the laws of the jurisdiction of its formation, and it has qualified to do business in and is in good standing in any state where so required in order to perform its obligations hereunder, (b) It has the right, power, authority, and capacity authority to enter into and perform this Agreement and all transactions contemplated herein, and all actions required to authorize it to enter into and perform this Agreement have been properly takencomply with the provisions hereof. (c2) It will The Local Borrower currently is not breach the subject of bankruptcy, insolvency, or reorganization proceedings and is not in default of, or otherwise subject to, any other agreement or arrangement by any law, administrative regulation, judgment, decree, note, resolution, charter or ordinance which would currently restrain or enjoin it from entering into into, or performing complying with, this Agreement. (d3) This There is no material action, suit, proceeding, inquiry or investigation, at law or in equity, before any court or public body, pending or, to the best of the Local Borrower’s knowledge, threatened, which seeks to restrain or enjoin the Local Borrower from entering into or complying with this Agreement. (4) All permits, real property interests, and approvals required as of the date of this Agreement has have been duly obtained for construction and use of the Project. The Local Borrower knows of no reason why any future required permits or approvals are not obtainable. (5) The Local Borrower shall undertake the Project on its own responsibility, to the extent permitted by law. (6) To the extent permitted by law, the Local Borrower shall release and hold harmless the State, its agencies, the Corporation, and each of their respective officers, members, and employees from any claim arising in connection with the Local Borrower’s actions or omissions in its planning, engineering, administrative, and construction activities financed by this Loan or its operation of the Project. (7) All Local Borrower representations to the Corporation and the Department, pursuant to the Loan Application and this Agreement, were and are true and accurate as of the date the Loan Application and this Agreement were each executed by the Local Borrower. The financial information delivered by the Local Borrower to the Department was current and correct as of the date such information was delivered. The Local Borrower shall comply with Chapter 62- 503, Florida Administrative Code, and all applicable State and Federal laws, rules, and regulations which are identified in the Loan Application or this Agreement. To the extent that any assurance, representation, or covenant requires a future action, the Local Borrower shall take such action as is necessary for compliance. (8) The Local Borrower shall maintain records using generally accepted governmental accounting principles established by the Governmental Accounting Standards Board. As part of its bookkeeping system, the Local Borrower shall keep accounts of the Sewer System separate from all other accounts and it shall keep accurate records of all revenues, expenses, and expenditures relating to the Sewer System, and of the Pledged Revenues, Loan disbursement receipts and Loan Debt Service Account. (9) In the event the anticipated Pledged Revenues are shown by the Local Borrower's annual budget to be insufficient to make the Semiannual Loan Payments for such Fiscal Year when due, the Local Borrower shall include in such budget other legally available non-ad valorem funds which will be sufficient, together with the Pledged Revenues, to make the Semiannual Loan Payments. Such other legally available non-ad valorem funds shall be budgeted in the regular annual governmental budget and designated for the purpose provided by this Subsection, and the Local Borrower shall collect such funds for application as provided herein. The Local Borrower shall notify the Department immediately in writing of any such budgeting of other legally available non-ad valorem funds. Nothing in this covenant shall be construed as creating a pledge, lien, or charge upon any such other legally available non-ad valorem funds; requiring the Local Borrower to levy or appropriate ad valorem tax revenues; or preventing the Local Borrower from pledging to the payment of any bonds or other obligations all or any part of such other legally available non- ad valorem funds. (10) Each Fiscal Year, beginning three months before the first Semiannual Loan Payment and ending with the Fiscal Year during which the final Loan repayment is made, the Local Borrower’s Authorized Representative or its chief financial officer shall submit, pursuant to the schedule established in Section 10.07, a certification that: (a) Pledged Revenues collections satisfy, on a pro rata basis, the rate coverage requirement; (b) the Loan Debt Service Account contains the funds required; and (c) insurance, including that issued through the National Flood Insurance Program authorized under 42 U.S.C. secs. 4001-4128 when applicable, in effect for the facilities generating the Pledged Revenues, adequately covers the customary risks to the extent that such insurance is available. (11) Pursuant to Section 216.347 of the Florida Statutes, the Local Borrower shall not use the Loan proceeds for the purpose of lobbying the Florida Legislature, the Judicial Branch, or a State agency. (12) The Local Borrower agrees to construct the Project in accordance with the Project schedule. Delays incident to strikes, riots, acts of God, and other events beyond the reasonable control of the Local Borrower are excepted. If for any reason construction is not completed as scheduled, there shall be no resulting diminution or delay in the Semiannual Loan Payment or the Monthly Loan Deposit. (13) The Local Borrower covenants that this Agreement is entered into for the purpose of constructing, refunding, or refinancing the Project which will in all events serve a public purpose. The Local Borrower covenants that it will, under all conditions, complete and operate the Project to fulfill the public need. (14) The Local Borrower shall take such actions, shall furnish and certify to such information and execute and deliver and cause to be executed and delivered by it such documents, certificates and is valid and binding upon it opinions as the Corporation and/or the Department may reasonably require in accordance connection with its termsthe Bonds, subject to bankruptcyincluding, insolvency, reorganization and other laws affecting creditor's rights generally, and with regard to equitable remedies, to the discretion of the court before which proceedings to obtain same may be pending. (e) There are no bankruptcy, insolvency, reorganization, receivership or other arrangement proceedings pending or being contemplated by it. (f) There are no suits, proceedings, judgments or orders by or before any governmental authority that affect either its ability to perform this Agreement or the rights of the other Party hereunder. (g) It will comply with all Laws relevant to the performance of its obligations under this Agreement. Section 10. Section 11. Section 12. Section 13.(Blue Text is "hidden") Article 2I Notices/Invoices Except as may be otherwise providedwithout limitation, any notice, request, demand, statement or xxxx provided for in this Agreement or any notice which a party may desire to give necessary continuing disclosure undertaking meeting the other shall be in writing requirements of Securities and mailed by regular mail to the post office address of the party intended to receive the same, as the case may be, as follows: Gatherer: Notices: Owner: Notices: Enron Midstream Services, L.L.C. Attn: Xxxxx Xxxxxx 0000 00xx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Phone: (000) 000Exchange Commission Rule 15c2-0000 Fax: (000) 000-0000 Nominations/Confirmations: Same as above Invoices: Same as above Payments: by wire transfer BankAmerica, Dallas, TX ABA Route # 000000000 Acct # 3750494099 Xxxxxxx Oil & Gas, Inc. Attn: Xxx Xxxxxxxx 0000 Xxxxxxx Xxxxxx, Suite 550 Denver, CO 80202 Phone: (000) 000-0000 Fax: (000) 000-0000 Nominations/Confirmations: Same as above Invoices: Same as above Payments:12.

General Warranties Representations and Covenants. In addition to the other warrantiesThe Borrower warrants, representations, represents and covenants that: (1) The Borrower has full power and authority to enter into this Agreement and to comply with the provisions of this Agreement and shall initiate and prosecute to completion all proceedings necessary to enable the Borrower to provide the necessary funds for repayment of the Loan. (2) The Borrower currently is not the subject of bankruptcy, insolvency, or reorganization proceedings and is not in material default of, or otherwise subject to, any agreement or any law, administrative regulation, judgment, decree, note, resolution, charter or ordinance which would currently restrain or enjoin it from entering into, or complying with, this Agreement, in any material respect. (3) There is no material action, suit, proceeding, inquiry or investigation, at law or in equity, before any court or public body, pending or, to the best of the Borrower’s knowledge, threatened, which seeks to restrain or enjoin the Borrower from entering into or complying with this Agreement. (4) Prior to the Department making any Disbursement, the Borrower shall obtain all material permits, real property interests, and approvals necessary for the phase of construction of the Project or use of the Project for which such Disbursement relates. The Borrower knows of no reason why any future required permits or approvals are not obtainable. (5) The Borrower shall undertake the Project on its own responsibility. (6) The Borrower shall release and hold harmless the State, its agencies, the Department, and each Partyof their respective officers, members, and employees from any claim arising in connection with the Borrower’s actions or omissions in the Borrower’s planning, engineering, administrative, and construction activities financed by the Loan or its operation of the Project, except that neither the Borrower, its agents, employees, contractors and/or subcontractors will be liable under this paragraph for any claim, loss, damages, cost, charge, or expense arising out of any willful or grossly negligent act, error, or omission by the Department, or any of its officers, agents, or employees, during the performance of the Agreement. (7) All Borrower representations to the Department, pursuant to the Loan Application and this Agreement, were and are true and accurate in all material respects as of the date the Loan Application and this Agreement were each executed by the Borrower. The financial information delivered by the Borrower to the Department was current and correct as of its date in all material respects. Since the date of such financial information, there has not been any material adverse change in the financial condition or revenues and expenditures of the Borrower. The Borrower shall comply with all applicable State and Federal laws, rules, and regulations in all material respects. To the extent that any assurance, representation, or covenant requires a future action, the Borrower shall take such action as is necessary for compliance. (8) The Borrower shall adhere to generally accepted accounting principles. As part of its bookkeeping system, the Borrower shall keep accounts of the Project separate from all other accounts and it shall keep accurate records of all expenditures relating to the Project, the Collateral and Loan disbursement receipts. (9) Pursuant to Section 216.347 of the Florida Statutes, the Borrower shall not use the Loan proceeds for the purpose of lobbying the Florida Legislature, the Judicial Branch, or a State Agency. (10) The Borrower agrees to construct and/or acquire the Project or cause the Project to be constructed and/or acquired materially in accordance with the plans, specifications and time schedules referenced in the Loan Application. Delays incident to strikes, riots, acts of God, and other events beyond the reasonable control of the Borrower are excepted. If for any reason construction or acquisition is not completed as scheduled, there shall be no resulting diminution or delay in the Loan Payment unless consented to by the Department in writing, which consent shall not be unreasonably withheld, conditioned, or delayed. (11) The Borrower covenants that this Agreement is entered into for the purpose of constructing, acquiring, refunding, or refinancing the Project. (12) The Borrower shall submit to the Department such data, reports, records, contracts and other documents relating to the Project as the Department may reasonably request in order to ascertain the performance by the Borrower of its obligations under this Agreement. The Department shall have the right to conduct on-site monitoring visits and audits during business hours and upon prior written notice to Borrower, and the Borrower shall cooperate and assist the Department in the reasonable inspection and audit of books, records, accounts, data and other information related to the Project, and in copying and removing the same for such purposes at all reasonable times. The Borrower shall provide additional information as deemed appropriate by the Department, in its reasonable discretion. (13) At such time as may be requested by the Department or the Division, the Borrower and the Guarantor shall execute a Disclosure Agreement, the form of which is attached hereto as Exhibit E, and shall furnish and certify to such information and execute and deliver and cause to be executed and delivered such documents, certificates and opinions as the Department or the Division may reasonably require in connection with the Bonds, including, without limitation, any continuing disclosure undertaking necessary for the Department or the Division to satisfy the requirements of Securities and Exchange Commission Rule 15c2-12. (14) Prior to any disbursement of the Loan, the Borrower shall deliver, or cause to be delivered, the Letter of Credit, to the Department. The obligation to furnish the Letter of Credit shall continue through July 1, 2017 (the “Expiry Date”). Notwithstanding the foregoing, however, the Borrower shall have the option at any time but in all events at least ten (10) days prior to the expiration date of the Letter of Credit, to either (i) post an amount equal to Three Million Dollars ($3,000,000) in cash or cash equivalents (the “Cash Collateral”) with the Department, or (ii) to pay down the Loan by an amount equal to Three Million Dollars ($3,000,000). In the event of a default by Borrower or Guarantor prior to the Expiry Date and a subsequent draw by the Department on the Letter of Credit or withdrawal of the Cash Collateral, as applicable, the Borrower shall, within fifteen (15) days following notice by the Department, reinstate the Letter of Credit to itself onlyits original amount or replenish the amount of Cash Collateral delivered to the Department, as applicable, to its original amount. This provision shall not be applicable if the Borrower shall have exercised its option to pay down the Loan in such amount. The expiration date of any Letter of Credit delivered pursuant to this Section may be before the Expiry Date if the terms of the Letter of Credit provide for automatic annual extension, without amendment, in one year periods, in accordance with Rule 14-116.002, Florida Administrative Code. In the event the Borrower delivers the aforementioned Cash Collateral to the Department, the Department and the Borrower shall enter into a Memorandum of Agreement with the State of Florida, Department of Financial Services, Division of Treasury (DFS), under which DFS will keep such amount in an interest-bearing escrow account and either: (i) upon payment in full of the Loan by Borrower, promptly return such amount (with any accumulated interest) to Borrower; or (ii) upon notice to DFS, Borrower, and Guarantor of the occurrence of an Event of Default by Borrower or Guarantor and the continuation thereof, promptly pay to the Department an amount (with any accumulated interest) sufficient to cure such Event of Default, if applicable. (15) Upon execution by the Department of (i) the SIB Security Agreement and (ii) together with the Indenture Trustee, the Subordination Agreement, the Department’s lien on the Collateral shall be enforceable in accordance with the terms of the SIB Security Agreement and the Subordination Agreement. The Guarantor warrants, represents, and covenants that: (ai) It is duly organized, validly existing The Guarantor has full power and in good standing under the laws of the jurisdiction of its formation, and it has qualified to do business in and is in good standing in any state where so required in order to perform its obligations hereunder, (b) It has the right, power, authority, and capacity authority to enter into and perform this Agreement and all transactions contemplated herein, and all actions required to authorize it to enter into and perform comply with the provisions of this Agreement have been properly taken. (c) It will not breach any other agreement or arrangement by entering into or performing and shall initiate and prosecute to completion all proceedings necessary to enable the Guarantor to provide the necessary funds for repayment of the Loan as provided in this Agreement. (dii) This Agreement has been duly executed and delivered by it and The Guarantor currently is valid and binding upon it in accordance with its terms, not the subject to of bankruptcy, insolvency, or reorganization proceedings and other laws affecting creditor's rights generallyis not in default of, and with regard to equitable remediesor otherwise subject to, any agreement or any law, administrative regulation, judgment, decree, note, resolution, charter or ordinance which would currently restrain or enjoin it from entering into, or complying with, this Agreement, in any material respects. (iii) There is no material action, suit, proceeding, inquiry or investigation, at law or in equity, before any court or public body, pending or, to the discretion best of the court before Guarantor’s knowledge, threatened, which proceedings seeks to obtain same may be pendingrestrain or enjoin the Guarantor from entering into or complying with this Agreement. (eiv) There are no bankruptcy, insolvency, reorganization, receivership or other arrangement proceedings pending or being contemplated The Guarantor shall make any Loan Payment required hereunder not made by itthe Borrower. (fv) There are no suitsUpon execution by the Department of (i) the SIB Security Agreement and (ii) together with the Indenture Trustee, proceedingsthe Subordination Agreement, judgments or orders by or before any governmental authority that affect either its ability to perform this Agreement or the rights Department’s lien on the Collateral shall be enforceable in accordance with the terms of the other Party hereunderSIB Security Agreement and the Subordination Agreement. (g) It will comply with all Laws relevant to the performance of its obligations under this Agreement. Section 10. Section 11. Section 12. Section 13.(Blue Text is "hidden") Article 2I Notices/Invoices Except as may be otherwise provided, any notice, request, demand, statement or xxxx provided for in this Agreement or any notice which a party may desire to give the other shall be in writing and mailed by regular mail to the post office address of the party intended to receive the same, as the case may be, as follows: Gatherer: Notices: Owner: Notices: Enron Midstream Services, L.L.C. Attn: Xxxxx Xxxxxx 0000 00xx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 Nominations/Confirmations: Same as above Invoices: Same as above Payments: by wire transfer BankAmerica, Dallas, TX ABA Route # 000000000 Acct # 3750494099 Xxxxxxx Oil & Gas, Inc. Attn: Xxx Xxxxxxxx 0000 Xxxxxxx Xxxxxx, Suite 550 Denver, CO 80202 Phone: (000) 000-0000 Fax: (000) 000-0000 Nominations/Confirmations: Same as above Invoices: Same as above Payments:

General Warranties Representations and Covenants. In addition to the other warranties, representations, and covenants in this Agreement, each PartyThe District, as to itself onlya governmental unit of the Department, warrants, represents, represents and covenants that: (a1) It is duly organized, validly existing The District has full power and in good standing under the laws of the jurisdiction of its formation, and it has qualified to do business in and is in good standing in any state where so required in order to perform its obligations hereunder, (b) It has the right, power, authority, and capacity authority to enter into and perform this Agreement and to comply with the provisions hereof and shall initiate and prosecute to completion all transactions contemplated hereinproceedings necessary, and all actions required including the SIB program requirements, to authorize it enable the District to enter into and perform this Agreement have been properly takenprovide the necessary funds for repayment of the Loan. (c2) It will not breach There is no material action, suit, proceeding, inquiry or investigation, at law or in equity, before any other agreement court or arrangement by public body, pending or, to the best of the Party’s knowledge, threatened, which seeks to restrain or enjoin the Department or District from entering into or performing complying with this Agreement. (d3) This All permits, real property interests, and approvals required as of the date of this Agreement has have been duly obtained for construction and use of the Project. The District knows of no reason why any future required permits or approvals are not obtainable. (4) The District shall undertake the Project on its own responsibility, to the extent permitted by law. (5) All District representations to the Department, pursuant to the Loan Application and this Agreement, were and are true and accurate as of the date the Loan Application and this Agreement were each executed and by the District. The financial information delivered by the District to the Department was current and correct as of the date such information was delivered. The District shall comply with all applicable State and Federal laws, rules, and regulations. To the extent that any assurance, representation, or covenant requires a future action, the District shall take such action as is necessary for compliance. (6) The District shall maintain records using generally accepted governmental accounting principles established by the Governmental Accounting Standards Board. As part of its bookkeeping system, the District shall keep accounts of the Project separate from all other accounts and it shall keep accurate records of all revenues, expenses, and is valid expenditures relating to the Project, the Pledged Revenues and binding Loan disbursement receipts. (7) In the event the anticipated Pledged Revenues are shown by the Department’s Work Program annual budget to be insufficient to make the Loan Repayments for such Fiscal Year when due, the District shall include in such Work Program budget other legally available funds which will be sufficient, together with the Pledged Revenues, to make the Loan Repayments. Such other legally available funds shall be budgeted in the Department’s Work Program budget and designated for the purpose provided by this paragraph (7). The District shall notify the Department immediately in writing of any such budgeting of other legally available funds. Nothing in this covenant shall be construed as creating a pledge, lien, or charge upon it any such other legally available fund. (8) Pursuant to Section 216.347 of the Florida Statutes, the Department and the District shall not use the Loan proceeds for the purpose of lobbying the Florida Legislature, the Judicial Branch, or a State District. (9) The District agrees to construct and/or acquire the Project or cause the Project to be constructed and/or acquired materially in accordance with its termsthe plans, subject specifications and time schedules set forth or referenced in the Loan Application. Delays incident to bankruptcystrikes, insolvencyriots, reorganization acts of God, and other laws affecting creditor's rights generally, and with regard to equitable remedies, to events beyond the discretion reasonable control of the court before which proceedings District, including non- appropriation of funds by the state legislature, are excepted. If for any reason construction or acquisition is not completed as scheduled, there shall be no resulting diminution or delay in the Loan Repayment unless consented to obtain same may be pendingby the Department in writing. (e10) There are no bankruptcyThe District covenants that this Agreement is entered into for the purpose of constructing, insolvencyacquiring, reorganizationrefunding, receivership or other arrangement proceedings pending or being contemplated by itrefinancing the Project which will in all events serve a public purpose. The District covenants that it will, under all conditions, complete and operate the Project to fulfill the public need. (f11) There are no suits[*Include for refinancing loans] The proceeds of any indebtedness, proceedingswhich will be refunded or refinanced by this Loan, judgments were used for the construction or orders by or before any governmental authority that affect either its ability to perform acquisition of this Agreement or Project. Refinancing shall be in the rights proportion of the other Party hereunderratio of completed allowable construction work or acquisition cost to the total construction work or acquisition cost originally financed and shall be limited to unretired debt principal, excluding any reserves such as for debt service. The District agrees to use the proceeds of this Loan to completely retire the indebtedness referenced by the previous sentence within 90 days after the issuance of Applicable Tax-Exempt Bonds. (g12) It will comply with all Laws relevant The District shall submit to the Department such data, reports, records, contracts and other documents relating to the Project as the Department may request in order to ascertain the performance by the District of its obligations under this Agreement. Section 10. Section 11. Section 12. Section 13.(Blue Text is "hidden") Article 2I Notices/Invoices Except as may be otherwise providedThe Department shall have the right to conduct on-site monitoring visits and audits, any noticeand the District shall cooperate and assist the Department in the reasonable inspection and audit of books, requestrecords, demandaccounts, statement or xxxx provided for in this Agreement or any notice which a party may desire to give the data and other shall be in writing and mailed by regular mail information related to the post office address of Project, and in copying and removing the party intended to receive same for such purposes at all reasonable times. The District shall provide additional information as deemed appropriate by the same, as the case may be, as follows: Gatherer: Notices: Owner: Notices: Enron Midstream Services, L.L.C. Attn: Xxxxx Xxxxxx 0000 00xx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 Nominations/Confirmations: Same as above Invoices: Same as above Payments: by wire transfer BankAmerica, Dallas, TX ABA Route # 000000000 Acct # 3750494099 Xxxxxxx Oil & Gas, Inc. Attn: Xxx Xxxxxxxx 0000 Xxxxxxx Xxxxxx, Suite 550 Denver, CO 80202 Phone: (000) 000-0000 Fax: (000) 000-0000 Nominations/Confirmations: Same as above Invoices: Same as above Payments:Department.

General Warranties Representations and Covenants. In addition to the other warranties, representations, and covenants in this Agreement, each Party, as to itself only, The Agency warrants, represents, represents and covenants that: (a1) It is duly organized, validly existing The Agency has full power and in good standing under the laws of the jurisdiction of its formation, and it has qualified to do business in and is in good standing in any state where so required in order to perform its obligations hereunder, (b) It has the right, power, authority, and capacity authority to enter into and perform this Agreement and to comply with the provisions hereof and shall initiate and prosecute to completion all transactions contemplated herein, and all actions required proceedings necessary to authorize it enable the Agency to enter into and perform this Agreement have been properly takenprovide the necessary funds for repayment of the Loan. (c2) It will The Agency currently is not breach the subject of bankruptcy, insolvency, or reorganization proceedings and is not in default of, or otherwise subject to, any other agreement or arrangement by any law, administrative regulation, judgment, decree, note, resolution, charter or ordinance which would currently restrain or enjoin it from entering into into, or performing complying with, this Agreement. (d3) This There is no material action, suit, proceeding, inquiry or investigation, at law or in equity, before any court or public body, pending or, to the best of the Agency’s knowledge, threatened, which seeks to restrain or enjoin the Agency from entering into or complying with this Agreement. (4) All permits, real property interests, and approvals required as of the date of this Agreement has have been duly obtained for construction and use of the Project. The Agency knows of no reason why any future required permits or approvals are not obtainable. (5) The Agency shall undertake the Project on its own responsibility, to the extent permitted by law. (6) To the extent permitted by law, the Agency shall release and hold harmless the State, its agencies, the Department, and each of their respective officers, members, and employees from any claim arising in connection with the Agency’s actions or omissions in the Agency’s planning, engineering, administrative, and construction activities financed by the Loan or its operation of the Project. (7) All Agency representations to the Department, pursuant to the Loan Application and this Agreement, were and are true and accurate as of the date the Loan Application and this Agreement were each executed and by the Agency. The financial information delivered by the Agency to the Department was current and correct as of its date. Since the date of such financial information, there has not been any material adverse change in the financial condition or revenues and expenditures of the Agency, or in the collection of the Pledged Revenues. The Agency shall comply with all applicable State and Federal laws, rules, and regulations. To the extent that any assurance, representation, or covenant requires a future action, the Agency shall take such action as is necessary for compliance. (8) The Agency shall adhere to accepted governmental accounting principles established by the Governmental Accounting Standards Board. As part of its bookkeeping system, the Agency shall keep accounts of the Project separate from all other accounts and it shall keep accurate records of all expenditures relating to the Project, the Pledged Revenues and is valid Loan disbursement receipts. (9) [For inclusion in covenant-to-budget type financing] In the event the anticipated Pledged Revenues are shown by the Agency’s annual budget to be insufficient to make the Loan Repayments for such Fiscal Year when due, the Agency shall include in such budget other legally available funds which will be sufficient, together with the Pledged Revenues, to make the Loan Repayments. Such other legally available funds shall be budgeted in the regular annual governmental budget and binding designated for the purpose provided by this paragraph (9), and the Agency shall collect such funds for application as provided herein. The Agency shall notify the Department immediately in writing of any such budgeting of other legally available funds. Nothing in this covenant shall be construed as creating a pledge, lien, or charge upon it any such other legally available funds; requiring the Agency to levy or appropriate ad valorem tax revenues; or preventing the Agency from pledging to the payment of any bonds or other obligations all or any part of such other legally available funds. (10) Pursuant to Section 216.347 of the Florida Statutes, the Agency shall not use the Loan proceeds for the purpose of lobbying the Florida Legislature, the Judicial Branch, or a State agency. (11) The Agency agrees to construct and/or acquire the Project or cause the Project to be constructed and/or acquired materially in accordance with its termsthe plans, subject specifications and time schedules set forth or referenced in the Loan Application. Delays incident to bankruptcystrikes, insolvencyriots, reorganization acts of God, and other laws affecting creditor's rights generally, and with regard to equitable remedies, to events beyond the discretion reasonable control of the court before which proceedings Agency are excepted. If for any reason construction or acquisition is not completed as scheduled, there shall be no resulting diminution or delay in the Loan Payment unless consented to obtain same may be pendingby the Department in writing. (e12) There are no bankruptcyThe Agency covenants that this Agreement is entered into for the purpose of constructing, insolvencyacquiring, reorganizationrefunding, receivership or other arrangement proceedings pending or being contemplated by itrefinancing the Project which will in all events serve a public purpose. The Agency covenants that it will, under all conditions, complete and operate the Project to fulfill the public need. (f13) There are no suits[*Include for refinancing loans] The proceeds of any indebtedness, proceedingswhich will be refunded or refinanced by this Loan, judgments were used for the construction or orders by or before any governmental authority that affect either its ability to perform acquisition of this Agreement or Project. Refinancing shall be in the rights proportion of the other Party hereunderratio of completed allowable construction work or acquisition cost to the total construction work or acquisition cost originally financed and shall be limited to unretired debt principal, excluding any reserves such as for debt service. The Agency agrees to use the proceeds of this Loan to completely retire the indebtedness referenced by the previous sentence within 90 days after the issuance of Applicable Tax-Exempt Bonds. (g14) It will comply with all Laws relevant The Agency shall submit to the Department such data, reports, records, contracts and other documents relating to the Project as the Department may request in order to ascertain the performance by the Agency of its obligations under this Agreement. Section 10The Department shall have the right to conduct on-site monitoring visits and audits, and the Agency shall cooperate and assist the Department in the reasonable inspection and audit of books, records, accounts, data and other information related to the Project, and in copying and removing the same for such purposes at all reasonable times. Section 11. Section 12. Section 13.(Blue Text is "hidden"The Agency shall provide additional information as deemed appropriate by the Department. (15) Article 2I Notices/Invoices Except At such time as may be otherwise providedrequested by the Department or the Division, the Agency shall execute a Disclosure Agreement, the form of which is attached hereto as Exhibit E, and shall furnish and certify to such information and execute and deliver and cause to be executed and delivered such documents, certificates and opinions as the Department or the Division may reasonably require in connection with the Bonds, including, without limitation, any notice, request, demand, statement continuing disclosure undertaking necessary for the Department or xxxx provided for the Division to satisfy the requirements of Securities and Exchange Commission Rule 15c2-12. (16) The Project is in this Agreement or any notice which a party may desire to give agreement with the planning documentation accepted by the Department effective [*include other shall be in writing and mailed by regular mail to the post office address of the party intended to receive the same, as the case may be, as follows: Gatherer: Notices: Owner: Notices: Enron Midstream Services, L.L.C. Attn: Xxxxx Xxxxxx 0000 00xx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 Nominations/Confirmations: Same as above Invoices: Same as above Payments: by wire transfer BankAmerica, Dallas, TX ABA Route # 000000000 Acct # 3750494099 Xxxxxxx Oil & Gas, Inc. Attn: Xxx Xxxxxxxx 0000 Xxxxxxx Xxxxxx, Suite 550 Denver, CO 80202 Phone: (000) 000-0000 Fax: (000) 000-0000 Nominations/Confirmations: Same as above Invoices: Same as above Payments:studies if applicable].