Common use of Ratification and Affirmation; Representations and Warranties Clause in Contracts

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges, renews and extends its continued liability under each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (c) represents and warrants to the Lenders that: (i) as of the date hereof, after giving effect to the terms of this First Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and (ii) as of the date hereof, before and after giving effect to this First Amendment, no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Combined Borrower hereby (a) acknowledges the terms of this Agreement; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under under, each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect ; and (c) represents and warrants to the Lenders that: (ias defined in the applicable Combined Credit Agreement) that as of the date hereof, after giving effect to the terms of this First AmendmentAgreement: except with respect to Section 7.18 of the Canadian Credit Agreement and Section 7.18 of the U.S. Credit Agreement, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (on and as of the Effective Date, except that any such representations and warranties that are modified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are (x) expressly limited to an earlier date, in which case, on the Effective Date such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date and (except that any y) qualified by materiality, such representations and warranties that are modified by materiality (as so qualified) shall continue to be true and correct in all respects respects. Each Guarantor (as defined in the applicable Combined Credit Agreement) acknowledges the terms of such specified earlier date); this Agreement. The Combined Borrowers and each Guarantor ratifies and affirms (1) its respective obligations under the Loan Documents to which it is a party (including its guarantee obligations under the applicable Guaranty Agreement (as defined in the applicable Combined Credit Agreement) to which it is a party as amended hereby, all of which shall continue in full force and effect, and (ii2) that the Liens created by the Loan Documents to which it is a party are valid, continuing and enforceable and secure the Secured Indebtedness or Canadian Secured Indebtedness, as of the date hereofcase may be, before and after giving effect to this First Amendment, no Default or Event of Default has occurred and in accordance with the terms thereof. This Agreement is continuinga Loan Document.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned Borrowers and other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan DocumentsDocuments to which it is a party, as amended hereby, and its obligations thereunder. The Borrower Each of the Loan Parties hereby (a) acknowledges, renews and extends its continued liability under under, each Loan Document Document, as amended hereby, to which it is a party and agrees that each Loan Document Document, as amended hereby, to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein, herein and (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (c) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereofhereof and as of the Fifth Amendment Effective Date, after giving effect to the terms of this First Amendment, all of the representations and warranties contained in each Loan Document Document, or which are contained in any document furnished at any time under or in connection therewith, to which it is a party are true and correct in all material respects (except that any for such representations and warranties that are modified by have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited specifically refer to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any for such representations and warranties that are modified by have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects respects) as of such specified earlier date); and , (ii) (A) as of the date hereof, before hereof and after giving effect to this First Amendmentas of the Fifth Amendment Effective Date, no Default or Event of Default has occurred and is continuingcontinuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing and (iii) neither of the Borrowers nor any of their Subsidiaries is an EEA Financial Institution.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under each Loan Document to which it is a party under, the Credit Agreement and agrees that each Loan Document to which it is a party the Credit Agreement remains in full force and effect, except effect as expressly amended hereby, notwithstanding by this Amendment; (c) agrees that from and after the amendments contained herein, Amendment Effective Date (bi) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer each reference to the Credit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended and supplemented hereby without impairing any such obligations or Liens in any respect by this Amendment and (cii) this Amendment does not constitute a novation of the Credit Agreement; and (d) represents and warrants to the Lenders that: (i) that as of the date hereof, and immediately after giving effect to the terms of this First Amendment, all the execution, delivery, and performance by the Borrower and the consummation of the representations and warranties contained in each Loan Document to which it is a party transactions contemplated by this Amendment (i) are true and correct in all material respects (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects)within the Borrower’s organizational powers, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and (ii) as have been duly authorized by all necessary action of the date hereofboard of directors of the Borrower, before (iii) do not contravene the certificate of incorporation or bylaws of the Borrower, (iv) do not contravene any law or any contractual restriction binding on or affecting the Borrower except for immaterial laws or contractual restrictions the noncompliance with which would not reasonably be expected to be adverse to any Lender, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and after giving effect (vi) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority except for immaterial authorizations, approvals, other actions, notices or filings the failure to this First Amendment, no Default or Event obtain of Default has occurred and is continuingwhich would not reasonably be expected to be adverse to any Lender.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower Company hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under each Loan Document to which it is a party under, the Credit Agreement and agrees that each Loan Document to which it is a party the Credit Agreement remains in full force and effect, except effect as expressly amended hereby, notwithstanding by this Amendment; (c) agrees that from and after the amendments contained herein, Amendment Effective Date (bi) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer each reference to the Credit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended and supplemented hereby without impairing any such obligations or Liens in any respect by this Amendment and (cii) this Amendment does not constitute a novation of the Credit Agreement; and (d) represents and warrants to the Lenders that: (i) that as of the date hereof, and immediately after giving effect to the terms of this First Amendment, all the execution, delivery, and performance by the Company and the consummation of the representations and warranties contained in each Loan Document to which it is a party transactions contemplated by this Amendment (i) are true and correct in all material respects (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects)within the Company’s organizational powers, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and (ii) as have been duly authorized by all necessary action of the date hereofboard of directors of the Company, before (iii) do not contravene the certificate of incorporation or bylaws of the Company, (iv) do not contravene any Requirement of Law or any material Contractual Obligation binding on or affecting the Company except for immaterial laws or Contractual Obligations, the noncompliance with which would not reasonably be expected to result in a Material Adverse Effect, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and after giving effect (vi) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority except for immaterial authorizations, approvals, other actions, notices or filings the failure to this First Amendment, no Default or Event obtain of Default has occurred and is continuingwhich would not reasonably be expected to have a Material Adverse Effect.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower Obligor hereby (a) acknowledgesacknowledges the terms of this Forbearance Agreement; (b) ratifies and affirms its obligations under, renews and extends acknowledges its continued liability under under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except effect as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect ; and (c) represents and warrants to the Lenders that: (i) that as of the date hereof, after giving effect to the terms of this First Amendment, Forbearance Agreement: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects)correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and , (ii) as of the date hereof, before and after giving effect to this First Amendment, no Default or Event of Default (other than the Forbearance Defaults) has occurred and is continuing, (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect and (iv) it has not designated any Subsidiary as an E&P Subsidiary. Without limiting the foregoing, each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under the Term Loan Guaranty Agreement are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guarantor Obligations (as defined in the Term Loan Guaranty Agreement) and its execution and delivery of this Forbearance Agreement does not indicate or establish an approval or consent requirement by such Guarantor under the Term Loan Guaranty Agreement, in connection with the execution and delivery of amendments, consents or waivers to the Term Loan Credit Agreement or any of the other Loan Documents. Each of the Grantors have granted to the Administrative Agent, a valid, binding, perfected, enforceable, first priority (subject to Excepted Liens) Liens in the Collateral and all Deed of Trust Property and all other assets described in the Security Instruments and such Liens are not subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Combined Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under under, each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect ; and (c) represents and warrants to the Lenders that: (ias defined in the applicable Combined Credit Agreement) that as of the date hereof, after giving effect to the terms of this First Amendment, : (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (on and as of the Eighth Amendment Effective Date, except that any such representations and warranties that are modified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are (x) expressly limited to an earlier date, in which case, on the Eight Amendment Effective Date such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date and (except that any y) qualified by materiality, such representations and warranties that are modified by materiality (as so qualified) shall continue to be true and correct in all respects as of such specified earlier date); and (ii) no Default (as defined in the applicable Combined Credit Agreement) has occurred and is continuing as of the date hereofEighth Amendment Effective Date. Each Guarantor (as defined in the applicable Combined Credit Agreement) (i) acknowledges the terms of this Amendment and (ii) ratifies and affirms (A) its respective obligations under the Loan Documents to which it is a party (including its guarantee obligations under the applicable Guaranty Agreement (as defined in the applicable Combined Credit Agreement) to which it is a party as amended hereby), before all of which shall continue in full force and effect and (B) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof, in each case, after giving effect to this First Amendment, no Default or Event of Default has occurred and . This Amendment is continuinga Loan Document.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower Obligor hereby (a) acknowledgesacknowledges the terms of this Seventh Amendment; (b) ratifies and affirms its obligations under, renews and extends acknowledges its continued liability under under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except effect as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and ; (c) represents and warrants to the Lenders that: (i) that as of the date hereof, after giving effect to the terms of this First Seventh Amendment, : (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects)correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and , (ii) as of the date hereof, before and after giving effect to this First Amendment, no Default or Event of Default has occurred and is continuing., (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect and (iv) it has not designated any Subsidiary as an E&P Subsidiary; and (d) agrees that from and after the Seventh Amendment Effective Date each reference to the Term Loan Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Term Loan Credit Agreement, as amended by this Seventh Amendment. Without limiting the foregoing, each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under the Term Loan Guaranty Agreement are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guaranteed Obligations (as defined in the Term Loan Guaranty Agreement) as such Guaranteed Obligations may have been amended by this Agreement, and its execution and delivery of this Agreement does not indicate or establish an approval or consent requirement by such Guarantor under the Term Loan Guaranty Agreement, in connection with the execution and delivery of amendments, consents or waivers to the Term Loan Credit Agreement or any of the other Term Loan Documents. Each of the Grantors have granted to the Administrative Agent, a valid, binding, perfected, enforceable, second-priority Liens (subject to Liens permitted by Sections 9.03(a) through (e) of the Term Loan Credit Agreement) in the Collateral and all Deed of Trust Property and all other assets described in the Term Loan Security Instruments and such Liens are not subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind,

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower Obligor hereby (a) acknowledgesacknowledges the terms of this Second Forbearance Agreement; (b) ratifies and affirms its obligations under, renews and extends acknowledges its continued liability under under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except effect as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect ; and (c) represents and warrants to the Lenders that: (i) that as of the date hereof, after giving effect to the terms of this First Amendment, Second Forbearance Agreement: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects)correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and , (ii) as of the date hereof, before and after giving effect to this First Amendment, no Default or Event of Default (other than the Forbearance Defaults) has occurred and is continuing, (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect and (iv) it has not designated any Subsidiary as an E&P Subsidiary. Without limiting the foregoing, each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under the Term Loan Guaranty Agreement are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guarantor Obligations (as defined in the Term Loan Guaranty Agreement) and its execution and delivery of this Second Forbearance Agreement does not indicate or establish an approval or consent requirement by such Guarantor under the Term Loan Guaranty Agreement, in connection with the execution and delivery of amendments, consents or waivers to the Term Loan Credit Agreement or any of the other Loan Documents. Each of the Grantors have granted to the Administrative Agent, a valid, binding, perfected, enforceable, first priority (subject to Excepted Liens) Liens in the Collateral and all Deed of Trust Property and all other assets described in the Security Instruments and such Liens are not subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (ai) acknowledges, renews and extends its continued liability under each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein, (bii) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and party, (iii) confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and all references in the Loan Documents to the “Guarantee and Collateral Agreement” (cor words of similar import) refer to the Guarantee and Collateral Agreement as amended and supplemented hereby without impairing such obligations or Liens in any respect and (iv) represents and warrants to the Lenders that: (iA) as of the date hereof, after giving effect to the terms of this First Ninth Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and (iiB) as of the date hereof, before and after giving effect to this First Ninth Amendment, no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Combined Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under under, each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect ; and (c) represents and warrants to the Lenders that: (ias defined in the applicable Combined Credit Agreement) that as of the date hereof, after giving effect to the terms of this First Amendment, : (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (on and as of the Fourth Amendment Effective Date, except that any such representations and warranties that are modified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are (x) expressly limited to an earlier date, in which case, on the Fourth Amendment Effective Date such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date and (except that any y) qualified by materiality, such representations and warranties that are modified by materiality (as so qualified) shall continue to be true and correct in all respects as of such specified earlier date); and (ii) no Default (as defined in the applicable Combined Credit Agreement) has occurred and is continuing as of the date hereofFourth Amendment Effective Date. Each Guarantor (as defined in the applicable Combined Credit Agreement) (i) acknowledges the terms of this Amendment and (ii) ratifies and affirms (A) its respective obligations under the Loan Documents to which it is a party (including its guarantee obligations under the applicable Guaranty Agreement (as defined in the applicable Combined Credit Agreement) to which it is a party as amended hereby), before all of which shall continue in full force and effect and (B) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof, in each case, after giving effect to this First Amendment, no Default or Event of Default has occurred and is continuing.this

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adoptCompany, ratify, the Parent and confirm each entity identified on the Credit Agreement signature pages hereto as a “Guarantor” (collectively with the Company and the other Loan DocumentsParent, as amended hereby, and its obligations thereunder. The Borrower the “Pledgors”) hereby (a) acknowledges the terms of this Amendment and the Credit Agreement; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under each Loan Document to which it is a party under, the Credit Agreement and the other Credit Documents and agrees that each Loan Document to which it is a party remains the Credit Agreement and the other Credit Documents remain in full force and effect, except as expressly amended hereby, notwithstanding ; (c) agrees that from and after the amendments contained herein, Fifth Amendment Effective Date (bi) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer each reference to the Credit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended and supplemented hereby without impairing any such obligations or Liens in any respect by this Amendment and (cii) this Amendment does not constitute a novation of the Credit Agreement or any other Credit Document; and (d) represents and warrants to the Lenders that: (i) that as of the date hereof, and immediately after giving effect to the terms of this First Amendment, all (i) each of the representations and warranties set forth in Article 6 of the Credit Agreement, or which are contained in each Loan any other Credit Document are, to which it is a party the extent already qualified by materiality, true and correct in all respects, and, if not already so qualified, are true and correct in all material respects respects, on and as of the Fifth Amendment Effective Date as if made on and as of the Fifth Amendment Effective Date (except that any such representations and warranties that are modified by materiality shall be true and correct unless stated to relate to a specific earlier date, in all respects), except to the extent any which case such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); ) and (ii) as of the date hereof, before and after giving effect to this First Amendment, no Default or Event of Default has occurred and is continuingcontinuing on the Fifth Amendment Effective Date. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise), in full, of its Obligations, each of the Pledgors hereby assigns and pledges to the Collateral Agent and its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent and its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all right, title and interest in or to the Article 9 Collateral (as defined in the Pledge and Security Agreement) now owned or at any time hereafter acquired by it or in which it now has or at any time in the future may acquire any right, title or interest regardless of where located. Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time, in the sole discretion of the Collateral Agent, to file in any relevant jurisdiction any financing statements that contain a description of collateral that describes such property in any manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the collateral granted hereunder, including describing such property as “all assets, whether now owned or hereafter acquired” or “all personal property, whether now owned or hereafter acquired” or using words of similar effect.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned Borrower Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (ai) acknowledges, renews and extends its continued liability under each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein, (bii) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and party, (iii) confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (civ) represents and warrants to the Lenders that: (iA) as of the date hereof, after giving effect to the terms of this First Eleventh Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and (iiB) as of the date hereof, before and after giving effect to this First Eleventh Amendment, no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower Obligor hereby (a) acknowledgesacknowledges the terms of this Twelfth Amendment; (b) ratifies and affirms its obligations under, renews and extends acknowledges its continued liability under under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except effect as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and ; (c) represents and warrants to the Lenders that: (i) that as of the date hereof, after giving effect to the terms of this First Twelfth Amendment, : (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects)correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and , (ii) as of the date hereof, before and after giving effect to this First Amendment, no Default or Event of Default has occurred and is continuing., (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect and (iv) it has not designated any Subsidiary as an E&P Subsidiary; and (d) agrees that from and after the Twelfth Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Twelfth Amendment. Without limiting the foregoing, each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under the Guaranty are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guaranteed Obligations (as defined in the Guaranty) as such Guaranteed Obligations may have been amended by this Agreement, and its execution and delivery of this Agreement does not indicate or establish an approval or consent requirement by such Guarantor under the Guaranty, in connection with the execution and delivery of amendments, consents or waivers to the Credit Agreement or any of the other Loan Documents or any Secured Swap Agreement. Each of the Grantors have granted to the Administrative Agent, a valid, binding, perfected, enforceable, first priority (subject to Permitted Liens) Liens in the Collateral and all Deed of Trust Property and all other assets described in the Security Instruments and such Liens are not subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind;

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower Obligated Party hereby (a) acknowledges the terms of this Agreement, (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under under, each Loan Document to which it is a party and agrees that each such Loan Document to which it is a party remains in full force and effect, except as expressly amended herebyhereby or in connection herewith, notwithstanding the amendments contained herein, (bc) confirms reaffirms, ratifies, confirms, renews and ratifies all of its obligations under acknowledges the liens, security interest and guarantees granted pursuant to the Loan Documents to which it is a partyDocuments, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (cd) represents acknowledges and warrants agrees that the Loan Documents, the liens, security interests and guarantees granted pursuant thereto and their respective obligations thereunder are, and SHALL CONTINUE, IN FULL FORCE AND EFFECT, TO SECURE THE PROMPT First Modification Agreement 2 AND UNCONDITIONAL PAYMENT AND PERFORMANCE IN FULL OF ALL INDEBTEDNESS PURSUANT TO THE LOAN AGREEMENT, AS AMENDED HEREBY OR IN CONNECTION HEREWITH, INCLUDING, WITHOUT LIMITATION, THE INDEBTEDNESS, OBLIGATIONS AND LIABILITIES EVIDENCED BY, PURSUANT TO OR ARISING OUT OF THE NOTE. Furthermore, each Obligated Party hereby confirms that, after giving effect to the Lenders that: (i) this Agreement, no Default or Event of Default exists as of the date hereof, after giving effect to the terms of this First Amendment, and that all of the representations and warranties contained in each Article 5 of the Loan Document to which it is a party are true Agreement, as amended hereby, and correct in all material respects (except that any such representations and warranties that are modified by materiality other document, instrument or agreement executed in connection therewith or herewith shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects on and as of such specified earlier the Effective Date and the date (except that any of the effectiveness of Agreement with the same force and effect as if such representations and warranties that are modified by materiality shall be true had been made on and correct in all respects as of such specified earlier date); , except to the extent such representations and (ii) as of the date hereof, before and after giving effect warranties speak to this First Amendment, no Default or Event of Default has occurred and is continuinga specific date.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under each Loan Document to which it is a party under, the Credit Agreement and agrees that each Loan Document to which it is a party the Credit Agreement remains in full force and effect, except effect as expressly amended hereby, notwithstanding by this Amendment; (c) agrees that from and after the amendments contained herein, Amendment Effective Date (bi) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended and supplemented hereby without impairing any such obligations or Liens in any respect by this Amendment and (cii) this Amendment does not constitute a novation of the Credit Agreement; and (d) represents and warrants to the Lenders that: (i) that as of the date hereof, and immediately after giving effect to the terms of this First Amendment, all the execution, delivery, and performance by the Borrowers and the consummation of the representations and warranties contained in transactions contemplated by this Amendment (i) are within each Loan Document to which it is a party are true and correct in all material respects (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects)Borrower’s organizational powers, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and (ii) as have been duly authorized by all necessary action of the date hereofboard of directors of each Borrower, before (iii) do not contravene the certificate of incorporation, formation or organization or bylaws, limited liability company agreement, or other applicable organizational documents of any Borrower, (iv) do not contravene any law or any contractual restriction binding on or affecting any Borrower except for immaterial laws or contractual restrictions the noncompliance with which would not reasonably be expected to be adverse to any Lender, (v) do not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement and after giving effect (vi) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority except for immaterial authorizations, approvals, other actions, notices or filings the failure to this First Amendment, no Default or Event obtain of Default has occurred and is continuingwhich would not reasonably be expected to be adverse to any Lender.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) ratifies and affirms its respective obligations under, and acknowledges, renews and extends its respective continued liability under under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein, herein and (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (c) represents and warrants to the Lenders that: (i) , as of the date hereof, after giving effect to the terms of this First Amendment, all of : (i) the representations and warranties contained in the Credit Agreement as amended by this Second Amendment and each other Loan Document to which it is a party are true and correct accurate in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respects) on and as of the Second Amendment Effective Date as though made on and as of such date (except to the extent that any such representations and warranties that are modified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited relate solely to an earlier date, in which caseand except that for purposes hereof, such the representations and warranties shall continue to be true and correct contained in all material respects as Section 3.01(f) of such specified earlier date (except that any such representations and warranties that are modified by materiality the Credit Agreement shall be true deemed to refer to the most recent statements furnished pursuant to Sections 4.01(a) and correct in all respects as of such specified earlier date(b) thereof); and , (ii) as of the date hereof, before and after giving effect to this First Amendment, no Default or Event of Default event has occurred and is continuingcontinuing or would result from the transactions contemplated hereby which constitutes an Event of Default or a Default, (iii) no Material Adverse Change shall have occurred, (iv) this Second Amendment has been duly authorized, executed and delivered by the Borrower and constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and general principals of equity (whether considered in a proceeding in equity or law), (v) there are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purports to affect the legality, validity or enforceability of this Second Amendment or any other Loan Document and (vi) the execution, delivery and performance of this Second Amendment by the Borrower will not violate or conflict with (A) the organizational documents of the Borrower or any Subsidiary, as in effect on the Second Amendment Effective Date or (B) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower Obligor hereby (a) acknowledgesacknowledges the terms of this Forbearance Agreement; (b) ratifies and affirms its obligations under, renews and extends acknowledges its continued liability under under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except effect as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect ; and (c) represents and warrants to the Lenders that: (i) that as of the date hereof, after giving effect to the terms of this First Amendment, Forbearance Agreement: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects)correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and , (ii) as of the date hereof, before and after giving effect to this First Amendment, no Default or Event of Default (other than the Forbearance Defaults) has occurred and is continuing, (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect and (iv) it has not designated any Subsidiary as an E&P Subsidiary. Without limiting the foregoing, each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under the Guaranty Agreement are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guarantor Obligations (as defined in the Guaranty Agreement) and its execution and delivery of this Forbearance Agreement does not indicate or establish an approval or consent requirement by such Guarantor under the Guaranty Agreement, in connection with the execution and delivery of amendments, consents or waivers to the Credit Agreement or any of the other Loan Documents. Each of the Grantors have granted to the Administrative Agent, a valid, binding, perfected, enforceable, first priority (subject to Excepted Liens) Liens in the Collateral and all Deed of Trust Property and all other assets described in the Security Instruments and such Liens are not subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby and each Guarantor hereby: (a) acknowledges and consents to the terms of this Amendment; (b) ratifies and affirms its obligations, and acknowledges, renews and extends its continued liability liability, under each Loan Document to which it is a party including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein and any guarantee provided by it therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to this Amendment and giving effect to the establishment of the Second Amendment Commitments and the incurrence of any Loans thereunder) and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms hereby and ratifies all that none of its obligations under thereunder shall be impaired or limited by the Loan Documents execution or effectiveness of this Amendment (subject to which it applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is a partysought by proceedings in equity or at law)); (c) agrees that from and after the Second Amendment Effective Date, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer each reference to the Credit Agreement in the Loan Documents shall be deemed to be a reference to the Existing Credit Agreement, as amended by this Amendment; (d) acknowledges and supplemented hereby without impairing agrees that nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or any such obligations other Loan Document or Liens in any respect instruments executed concurrently herewith, and (ce) represents and warrants to the Agents and the Lenders that: (i) that as of the date hereof, after giving effect to the terms of this First Amendment, : (i) all of the representations and warranties contained in each this Amendment, the Credit Agreement and in the other Loan Document to which it is a party Documents are true and correct in all material respects (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited specifically relate to an earlier date, in which case, case such representations and warranties shall continue to be have been true and correct in all material respects on and as of such specified earlier date (except that date; provided that, in each case, such materiality qualifier shall not be applicable to any such representations and warranties that already are qualified or modified by materiality shall be true and correct in all respects as of such specified earlier date); the text hereof or thereof and (ii) as no event has occurred and is continuing that would constitute an Event of Default or a Default. Without limiting the generality of the date hereofforegoing, before and after giving effect to (i) nothing contained in this First Amendment, no nor any past indulgence by the Administrative Agent, the Collateral Agent or any Lender nor any other action or inaction on behalf of the Administrative Agent, the Collateral Agent or any Lender, shall constitute or be deemed to constitute a consent to, or waiver of, any other action or inaction of the Borrower or any of the other Loan Parties which results (or would result) in a Default or Event of Default has occurred under the Credit Agreement or any other Loan Document, nor shall anything contained herein constitute a course of conduct or dealing among the parties; (ii) the Administrative Agent, the Collateral Agent and is continuingthe Lenders shall have no obligation to grant any future waivers, consents or amendments with respect to the Credit Agreement or any other Loan Document; and (iii) the parties hereto agree that nothing contained herein shall waive, affect or diminish any right of the Administrative Agent, the Collateral Agent and the Lenders to hereafter demand strict compliance with the Credit Agreement and the other Loan Documents.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower Obligor hereby (a) acknowledgesacknowledges the terms of this Third Forbearance Agreement; (b) ratifies and affirms its obligations under, renews and extends acknowledges its continued liability under under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except effect as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect ; and (c) represents and warrants to the Lenders that: (i) that as of the date hereof, after giving effect to the terms of this First Amendment, Third Forbearance Agreement: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects)correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and , (ii) as of the date hereof, before and after giving effect to this First Amendment, no Default or Event of Default (other than the Forbearance Defaults) has occurred and is continuing, (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect and (iv) it has not designated any Subsidiary as an E&P Subsidiary. Without limiting the foregoing, each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under the Guaranty Agreement are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guarantor Obligations (as defined in the Guaranty Agreement) and its execution and delivery of this Third Forbearance Agreement does not indicate or establish an approval or consent requirement by such Guarantor under the Guaranty Agreement, in connection with the execution and delivery of amendments, consents or waivers to the Credit Agreement or any of the other Loan Documents. Each of the Grantors have granted to the Administrative Agent, a valid, binding, perfected, enforceable, first priority (subject to Excepted Liens) Liens in the Collateral and all Deed of Trust Property and all other assets described in the Security Instruments and such Liens are not subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower Obligor hereby (a) acknowledgesacknowledges the terms of this Second Forbearance Agreement; (b) ratifies and affirms its obligations under, renews and extends acknowledges its continued liability under under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except effect as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect ; and (c) represents and warrants to the Lenders that: (i) that as of the date hereof, after giving effect to the terms of this First Amendment, Second Forbearance Agreement: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects)correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and , (ii) as of the date hereof, before and after giving effect to this First Amendment, no Default or Event of Default (other than the Forbearance Defaults) has occurred and is continuing, (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect and (iv) it has not designated any Subsidiary as an E&P Subsidiary. Without limiting the foregoing, each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under the Guaranty Agreement are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guarantor Obligations (as defined in the Guaranty Agreement) and its execution and delivery of this Second Forbearance Agreement does not indicate or establish an approval or consent requirement by such Guarantor under the Guaranty Agreement, in connection with the execution and delivery of amendments, consents or waivers to the Credit Agreement or any of the other Loan Documents. Each of the Grantors have granted to the Administrative Agent, a valid, binding, perfected, enforceable, first priority (subject to Excepted Liens) Liens in the Collateral and all Deed of Trust Property and all other assets described in the Security Instruments and such Liens are not subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower and each other Borrower Party party hereto hereby (a) acknowledges, renews and extends its continued liability under each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and party, (c) confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and all references in the Loan Documents to the “Guarantee and Collateral Agreement” (cor words of similar import) refer to the Guarantee and Collateral Agreement as amended and supplemented hereby without impairing such obligations or Liens in any respect and (d) represents and warrants to the Lenders that: (i) as of the date hereof, after giving effect to the terms of this First Fifth Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and (ii) as of the date hereof, before and after giving effect to this First Fifth Amendment, no Default or Event of Default has occurred and is continuing.

Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adoptBorrower, ratify, Holdings and confirm the each other Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower Party hereby (a) acknowledgesacknowledges the terms of this Forbearance Agreement; (b) ratifies and affirms its obligations under, renews and extends acknowledges its continued liability under under, each Loan Credit Document (including, with respect to the Guarantors, the Guarantee) to which it is a party and agrees that each Loan Credit Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein, ; (bc) confirms ratifies and ratifies all of affirms its obligations under the Loan Documents to which it is a partyunder, including and acknowledges its obligations continued liability under, each Subject Hedge Agreement and the Liens granted by it under the Security Documents to which it is a party agrees that each Subject Hedge Agreement remains in full force and confirms that all references in such Security Documents to the “Credit Agreement” effect; (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (cd) represents and warrants to the Agent Bank, each Issuing Bank and the Consenting Lenders that: (i) that as of the date hereofForbearance Effective Date, other than with respect to the Specified Events of Default and after giving effect to the terms of this First Amendment, Forbearance Agreement that all of the representations and warranties contained in each Loan Credit Document to which it is a party are true and correct in all material respects (except that any or, if such representations and warranties that are modified representation or warranty is already qualified by materiality shall be true and correct materiality, in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of (or, if such specified earlier date (except that any such representations and warranties that are modified representation or warranty is already qualified by materiality shall be true and correct materiality, in all respects respects) as of such specified earlier date); , and (iie) as of represents and warrants to the date hereofAgent Bank, before each Issuing Bank, the Consenting Lenders and after giving effect to this First Amendmentthe Consenting Hedge Banks that no Default, no Default or Event of Default or Hedge Default (in each case, other than the Specified Events of Default) has occurred and is continuing. Each Credit Party hereby acknowledges, ratifies, reaffirms and agrees that the first priority (subject to Liens permitted by Section 10.2 of the Credit Agreement), perfected Liens and security interests created thereby in favor of the Collateral Agent in the Collateral, are and will remain in full force and effect and binding on such Credit Party, and are enforceable in accordance with their respective terms and applicable law.

Ratification and Affirmation; Representations and Warranties. Each The Borrower and each of the undersigned other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Each of the Borrower and the Subsidiary Guarantors hereby (a) acknowledges, renews and extends its continued liability under under, each Loan Document Document, as amended hereby, to which it is a party and agrees that each Loan Document Document, as amended hereby, to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein, herein and (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (c) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereofhereof and as of the Effective Date, after giving effect to the terms of this First Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except that any for such representations and warranties that are modified by have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any for such representations and warranties that are modified by have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects respects) as of such specified earlier date); date and (ii) (A) as of the date hereof, before hereof and after giving effect to this First Amendmentas of the Effective Date, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing.. HN\1529244.10

Ratification and Affirmation; Representations and Warranties. Each The Borrower and each of the undersigned other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Each of the Borrower and the Subsidiary Guarantors hereby (a) acknowledges, renews and extends its continued liability under under, each Loan Document Document, as amended hereby, to which it is a party and agrees that each Loan Document Document, as amended hereby, to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein, herein and (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (c) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereofhereof and as of the Effective Date, after giving effect to the terms of this First Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except that any for such representations and warranties that are modified by have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any for such representations and warranties that are modified by have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects respects) as of such specified earlier date); date and (ii) (A) as of the date hereof, before hereof and after giving effect to this First Amendmentas of the Effective Date, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing.. 4.3

Ratification and Affirmation; Representations and Warranties. Each The Borrower and each of the undersigned other Loan Parties does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Each of the Borrower and the Subsidiary Guarantors hereby (a) acknowledges, renews and extends its continued liability under under, each Loan Document Document, as amended hereby, to which it is a party and agrees that each Loan Document Document, as amended hereby, to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein, herein and (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party and confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (c) represents and warrants to the Administrative Agent and the Lenders that: (i) as of the date hereofhereof and as of the Effective Date, after giving effect to the terms of this First Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except that any for such representations and warranties that are modified by have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any for such representations and warranties that are modified by have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects respects) as of such specified earlier date); date and (ii) (A) as of the date hereof, before hereof and after giving effect to this First Amendmentas of the Effective Date, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing.