Common use of Representations and Warranties of Borrower and the Guarantors Clause in Contracts

Representations and Warranties of Borrower and the Guarantors. To induce Administrative Agent, Collateral Agent and Requisite Lenders to execute and deliver this Agreement, each of Borrower and the Guarantors represents and warrants that: (a) The execution, delivery and performance by each of Borrower and the Guarantors of this Agreement and all documents and instruments delivered in connection herewith and the Credit Agreement and all other Credit Documents have been duly authorized by Borrower's and each Guarantor's respective board of directors (or similar governing body), and this Agreement and all documents and instruments delivered in connection herewith and the Credit Agreement and all other Credit Documents are legal, valid and binding obligations of Borrower and the Guarantors enforceable against such parties in accordance with their respective terms, except as may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (b) Except as a result of the Existing Defaults, and except for the representations set forth in Section 4.9 (No Material Adverse Change) and Section 4.22 (Solvency) of the Credit Agreement, each of the representations and warranties contained in the Credit Agreement and the other Credit Documents is true and correct in all material respects on and as of the date hereof to the same extent as though made on the date hereof, except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date, and each of the agreements and covenants in the Credit Agreement and the other Credit Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof; (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of Borrower's or any Guarantor's corporate charter, bylaws, operating agreement, or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality, or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower or any Guarantor is a party or by which Borrower or any Guarantor or any of their respective property is bound; (d) As of the date hereof, except for the Existing Defaults, no Event of Default has occurred or is continuing under this Agreement, the Credit Agreement or any other Credit Document; and (e) The Lenders' and the other Secured Parties' security interests in the Collateral continue to be valid, binding, and enforceable first- priority security interests which secure the Obligations subject only to the Permitted Liens.

Representations and Warranties of Borrower and the Guarantors. To induce Administrative Agent, Collateral Agent and Requisite Lenders to execute and deliver this AgreementThird Amendment, each of Borrower and the Guarantors represents and warrants that: (a) The execution, delivery and performance by each of Borrower and the Guarantors of this Agreement Third Amendment and all documents and instruments delivered in connection herewith and the Amended Forbearance Agreement, the Credit Agreement and all other Credit Documents have been duly authorized by Borrower's and each Guarantor's respective board of directors (or similar governing body), and this Agreement Third Amendment and all documents and instruments delivered in connection herewith herewith, the Amended Forbearance Agreement and the Credit Agreement and all other Credit Documents are legal, valid and binding obligations of Borrower and the Guarantors enforceable against such parties in accordance with their respective terms, except as may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (b) Except as a result of the Existing Defaults, and except for the representations set forth in Section 4.9 (No Material Adverse Change) and Section 4.22 (Solvency) of the Credit Agreement, each of the representations and warranties contained in the Credit Agreement and the other Credit Documents is true and correct in all material respects on and as of the date hereof to the same extent as though made on the date hereof, except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date, and each of the agreements and covenants in the Credit Agreement and the other Credit Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof; (c) Neither the execution, delivery and performance of this Agreement Third Amendment and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of Borrower's or any Guarantor's corporate charter, bylaws, operating agreement, or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality, or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower or any Guarantor is a party or by which Borrower or any Guarantor or any of their respective property is bound; (d) As of the date hereof, except for the Existing Defaults, no Event of Default has occurred or is continuing under this Third Amendment, the Amended Forbearance Agreement, the Credit Agreement or any other Credit Document; and (e) The Lenders' and the other Secured Parties' security interests in the Collateral continue to be valid, binding, and enforceable first- first-priority security interests which secure the Obligations subject only to the Permitted Liens.

Representations and Warranties of Borrower and the Guarantors. To induce Administrative Agent, Collateral Agent and Requisite Lenders to execute and deliver this AgreementSecond Amendment, each of Borrower and the Guarantors represents and warrants that: (a) The execution, delivery and performance by each of Borrower and the Guarantors of this Agreement Second Amendment and all documents and instruments delivered in connection herewith and the Amended Forbearance Agreement, the Credit Agreement and all other Credit Documents have been duly authorized by Borrower's and each Guarantor's respective board of directors (or similar governing body), and this Agreement Second Amendment and all documents and instruments delivered in connection herewith herewith, the Amended Forbearance Agreement and the Credit Agreement and all other Credit Documents are legal, valid and binding obligations of Borrower and the Guarantors enforceable against such parties in accordance with their respective terms, except as may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (b) Except as a result of the Existing Defaults, and except for the representations set forth in Section 4.9 (No Material Adverse Change) and Section 4.22 (Solvency) of the Credit Agreement, each of the representations and warranties contained in the Credit Agreement and the other Credit Documents is true and correct in all material respects on and as of the date hereof to the same extent as though made on the date hereof, except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date, and each of the agreements and covenants in the Credit Agreement and the other Credit Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof; (c) Neither the execution, delivery and performance of this Agreement Second Amendment and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of Borrower's or any Guarantor's corporate charter, bylaws, operating agreement, or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality, or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower or any Guarantor is a party or by which Borrower or any Guarantor or any of their respective property is bound; (d) As of the date hereof, except for the Existing Defaults, no Event of Default has occurred or is continuing under this Second Amendment, the Amended Forbearance Agreement, the Credit Agreement or any other Credit Document; and (e) The Lenders' and the other Secured Parties' security interests in the Collateral continue to be valid, binding, and enforceable first- first-priority security interests which secure the Obligations subject only to the Permitted Liens.

Representations and Warranties of Borrower and the Guarantors. To induce Administrative Agent, Collateral Agent and Requisite Lenders to execute and deliver this Agreement, each Each of Borrower and the Guarantors represents and warrants thatto the Assignee and the Assignors as follows: (a) The executionEach of this Assignment, delivery and performance by each of Borrower the Security Documents and the Guarantors of this Agreement and all documents and instruments delivered in connection herewith and the Credit Agreement and all other Credit Loan Documents have been duly authorized by Borrower's and each Guarantor's respective board of directors (or similar governing body), and this Agreement and all documents and instruments delivered in connection herewith and the Credit Agreement and all other Credit Documents are legal, to which it is a party constitutes its valid and binding obligations of Borrower and the Guarantors obligation, enforceable against such parties it in accordance with their respective its terms, except insofar as enforcement of terms may be limited by (i) the effect of any applicable bankruptcy, insolvencyfraudulent conveyance, reorganization, moratorium or and other similar laws and judicial decisions of general application relating to or affecting the enforcement of creditors' rights generally rights, and by general equitable principles (ii) general principles of equity (regardless of whether such enforcement is sought considered in a proceeding at law or in equity or at lawequity);. (b) Except as a result of the Existing Defaults, and except for the representations set forth in Section 4.9 (No Material Adverse Change) and Section 4.22 (Solvency) of It has not assigned its rights or obligations under the Credit Agreement, each of the representations and warranties contained in the Credit Agreement and Security Documents or the other Credit Documents is true and correct in all material respects Loan Documents. (c) The aggregate principal balance outstanding on and each Note as of the date hereof to is set forth on Schedule B and all accrued interest on the same extent as though made on Notes has been paid through the date hereof. No Assignor has forgiven or discharged, except in the absence of payment thereof, any liability of Borrower evidenced by any Note. (d) Except for the obligations set forth in the Notes, the Security Documents, and the other Loan Documents, it does not have any other obligation, liability or contractual arrangement with the Assignors. (e) Schedule A attached hereto (and Schedule A attached to the extent that such representations and warranties specifically relate to an earlier dateParallel Assignments) contains a complete list of all currently effective credit agreements, in which case such representations and warranties shall have been true and correct in all material respects on and as promissory notes, mortgages, deeds of such earlier datetrust, security agreements, guaranty agreements, and each financing statements evidencing, securing and guaranteeing the indebtedness evidenced by the Notes. (f) All of the agreements and covenants indebtedness described in the Credit Agreement has been assigned to the Assignee by this Assignment. (g) It has affirmed, acknowledged and confessed all of its obligations under the Credit Agreement, the Security Documents, and the other Loan Documents. It has no right of offset or other defense to any of its indebtedness, obligations or other liabilities under the Credit Agreement, the Security Documents is hereby reaffirmed with and the same force other Loan Documents. (h) The Recitals are true and effect correct. (i) All the Oil and Gas Properties currently encumbered by liens and security interests in favor of Assignors securing the indebtedness and obligations evidenced by the Notes, the Guarantees, the other Security Documents or the other Loan Documents, are described in and are covered by the Security Documents listed on Schedule A attached hereto hereto (and Schedule A attached to the Parallel Assignments) contains and each such Schedule A accurately lists the recording information relating to recordation of such Security Documents. (j) Except for such releases, if any, that are described on the Certificate described in Section 1.4(g), neither Union Bank individually or as if each were separately stated herein and made as Agent nor Den Norske has released or agreed to release any of the date hereof;security interest or liens created by the Security Documents. (ck) Neither It has no knowledge of any pending or threatened adverse claims by any person or entity against the executionOil and Gas Properties and no knowledge of any pending or threatened claims by any person or entity challenging, delivery contesting or otherwise adversely affecting the validity or enforceability of the Notes or any of the Loan Documents or the validity, priority or enforceability of the liens and security interests created by the Security Documents or any of the Loan Documents. (l) Nothing herein shall, and nothing herein shall be construed to, adversely affect or impair any lien, charge, encumbrance or security interest created under the Security Documents or any of the other Loan Documents or the priority thereof or release, adversely affect or impair its liability pursuant to the Security Documents or the other Loan Documents, and all liens, charges, encumbrances and security interests created under the Security Documents and the other Loan Documents have been and are hereby ratified, affirmed, renewed, extended and carried forward and shall continue to secure the payment and performance of this Agreement and in all documents and instruments delivered in connection herewith nor respects benefit the consummation holders of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of Borrower's or any Guarantor's corporate charter, bylaws, operating agreement, or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality, or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower or any Guarantor is a party or by which Borrower or any Guarantor or any of their respective property is bound;Foothill Obligations. (dm) As It requested that Lenders purchase the Note, that Lenders are purchasing the Notes as an accommodation to it, that it is benefited, directly and indirectly, by the purchase of the date hereof, except for the Existing Defaults, no Event of Default has occurred or is continuing under this Agreement, the Credit Agreement or any other Credit Document; and (e) The Notes by Lenders' and the other Secured Parties' security interests in the Collateral continue to be valid, binding, and enforceable first- priority security that it is in its best interests which secure for Lenders to purchase the Obligations subject only to the Permitted LiensNotes.

Representations and Warranties of Borrower and the Guarantors. To induce Administrative Agent, Collateral Agent and Requisite Lenders to execute and deliver this AgreementAmendment, each of Borrower and the Guarantors represents and warrants that: (a) The execution, delivery and performance by each of Borrower and the Guarantors of this Agreement Amendment and all documents and instruments delivered in connection herewith and the Forbearance Agreement, the Credit Agreement and all other Credit Documents have been duly authorized by Borrower's and each Guarantor's respective board of directors (or similar governing body), and this Agreement Amendment and all documents and instruments delivered in connection herewith herewith, the Forbearance Agreement and the Credit Agreement and all other Credit Documents are legal, valid and binding obligations of Borrower and the Guarantors enforceable against such parties in accordance with their respective terms, except as may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (b) Except as a result of the Existing Defaults, and except for the representations set forth in Section 4.9 (No Material Adverse Change) and Section 4.22 (Solvency) of the Credit Agreement, each of the representations and warranties contained in the Credit Agreement and the other Credit Documents is true and correct in all material respects on and as of the date hereof to the same extent as though made on the date hereof, except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date, and each of the agreements and covenants in the Credit Agreement and the other Credit Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof; (c) Neither the execution, delivery and performance of this Agreement Amendment and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of Borrower's or any Guarantor's corporate charter, bylaws, operating agreement, or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality, or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower or any Guarantor is a party or by which Borrower or any Guarantor or any of their respective property is bound; (d) As of the date hereof, except for the Existing Defaults, no Event of Default has occurred or is continuing under this Amendment, the Forbearance Agreement, the Credit Agreement or any other Credit Document; and (e) The Lenders' and the other Secured Parties' security interests in the Collateral continue to be valid, binding, and enforceable first- first-priority security interests which secure the Obligations subject only to the Permitted Liens.

Representations and Warranties of Borrower and the Guarantors. To induce Administrative Agent, Collateral Agent and Requisite Lenders to execute and deliver this Agreement, each Each of Borrower and the Guarantors represents and warrants thatto the Assignee and the Assignors as follows: (a) The executionEach of this Assignment, delivery and performance by each of Borrower the Security Documents and the Guarantors of this Agreement and all documents and instruments delivered in connection herewith and the Credit Agreement and all other Credit Loan Documents have been duly authorized by Borrower's and each Guarantor's respective board of directors (or similar governing body), and this Agreement and all documents and instruments delivered in connection herewith and the Credit Agreement and all other Credit Documents are legal, to which it is a party constitutes its valid and binding obligations of Borrower and the Guarantors obligation, enforceable against such parties it in accordance with their respective its terms, except insofar as enforcement of terms may be limited by (i) the effect of any applicable bankruptcy, insolvencyfraudulent conveyance, reorganization, moratorium or and other similar laws and judicial decisions of general application relating to or affecting the enforcement of creditors' rights generally rights, and by general equitable principles (ii) general principles of equity (regardless of whether such enforcement is sought considered in a proceeding at law or in equity or at lawequity);. (b) Except as a result of the Existing Defaults, and except for the representations set forth in Section 4.9 (No Material Adverse Change) and Section 4.22 (Solvency) of It has not assigned its rights or obligations under the Credit Agreement, each of the representations and warranties contained in the Credit Agreement and Security Documents or the other Credit Documents is true and correct in all material respects Loan Documents. (c) The aggregate principal balance outstanding on and each Note as of the date hereof to is set forth on Schedule B and all accrued interest on the same extent as though made on Notes has been paid through the date hereof. No Assignor has forgiven or discharged, except in the absence of payment thereof, any liability of Borrower evidenced by any Note. (d) Except for the obligations set forth in the Notes, the Security Documents, and the other Loan Documents, it does not have any other obligation, liability or contractual arrangement with the Assignors. (e) Schedule A attached hereto (and Schedule A attached to the extent that such representations and warranties specifically relate to an earlier dateParallel Assignments) contains a complete list of all currently effective credit agreements, in which case such representations and warranties shall have been true and correct in all material respects on and as promissory notes, mortgages, deeds of such earlier datetrust, security agreements, guaranty agreements, and each financing statements evidencing, securing and guaranteeing the indebtedness evidenced by the Notes. (f) All of the agreements and covenants indebtedness described in the Credit Agreement has been assigned to the Assignee by this Assignment. (g) It has affirmed, acknowledged and confessed all of its obligations under the Credit Agreement, the Security Documents, and the other Loan Documents. It has no right of offset or other defense to any of its indebtedness, obligations or other liabilities under the Credit Agreement, the Security Documents is hereby reaffirmed with and the same force other Loan Documents. (h) The Recitals are true and effect correct. (i) All the Oil and Gas Properties currently encumbered by liens and security interests in favor of Assignors securing the indebtedness and obligations evidenced by the Notes, the Guarantees, the other Security Documents or the other Loan Documents, are described in and are covered by the Security Documents listed on Schedule A attached hereto (and Schedule A attached to the Parallel Assignments) contains and each such Schedule A accurately lists the recording information relating to recordation of such Security Documents. (j) Except for such releases, if any, that are described on Schedule D attached hereto, neither Union Bank individually or as if each were separately stated herein and made as Agent nor Den Norske has released or agreed to release any of the date hereof;security interest or liens created by the Security Documents. (ck) Neither It has no knowledge of any pending or threatened adverse claims by any person or entity against the executionOil and Gas Properties and no knowledge of any pending or threatened claims by any person or entity challenging, delivery contesting or otherwise adversely affecting the validity or enforceability of the Notes or any of the Loan Documents or the validity, priority or enforceability of the liens and security interests created by the Security Documents or any of the Loan Documents. (l) Nothing herein shall, and nothing herein shall be construed to, adversely affect or impair any lien, charge, encumbrance or security interest created under the Security Documents or any of the other Loan Documents or the priority thereof or release, adversely affect or impair its liability pursuant to the Security Documents or the other Loan Documents, and all liens, charges, encumbrances and security interests created under the Security Documents and the other Loan Documents have been and are hereby ratified, affirmed, renewed, extended and carried forward and shall continue to secure the payment and performance of this Agreement and in all documents and instruments delivered in connection herewith nor respects benefit the consummation holders of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of Borrower's or any Guarantor's corporate charter, bylaws, operating agreement, or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality, or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower or any Guarantor is a party or by which Borrower or any Guarantor or any of their respective property is bound;Foothill Obligations. (dm) As It requested that Lenders purchase the Note, that Lenders are purchasing the Notes as an accommodation to it, that it is benefited, directly and indirectly, by the purchase of the date hereof, except for the Existing Defaults, no Event of Default has occurred or is continuing under this Agreement, the Credit Agreement or any other Credit Document; and (e) The Notes by Lenders' and the other Secured Parties' security interests in the Collateral continue to be valid, binding, and enforceable first- priority security that it is in its best interests which secure for Lenders to purchase the Obligations subject only to the Permitted LiensNotes.