IN
EQUITY OR OTHERWISE), DAMAGES, COSTS, ATTORNEYS' FEES, SUITS, CONTROVERSIES,
ACTS AND OMISSIONS, DEFENSES, COUNTERCLAIMS, SETOFFS, AND
10
007870-0083-35345850
--------------------------------------------------------------------------------
OTHER CLAIMS OF EVERY KIND OR NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN,
WHETHER LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, FIXED OR CONTINGENT,
DIRECTLY OR INDIRECTLY ARISING OUT OF, CONNECTED WITH, RESULTING FROM OR RELATED
TO ANY ACT OR OMISSION UNDER ANY LOAN DOCUMENT BY ANY LENDER OR THE
ADMINISTRATIVE AGENT OR ANY OTHER RELEASEE PRIOR TO THE DATE HEREOF
(COLLECTIVELY, THE "CLAIMS"). EACH LOAN PARTY FURTHER AGREES THAT IT SHALL NOT
COMMENCE, INSTITUTE, OR PROSECUTE ANY LAWSUIT, ACTION OR OTHER PROCEEDING,
WHETHER JUDICIAL, ADMINISTRATIVE OR OTHERWISE, TO COLLECT OR ENFORCE ANY CLAIM.
FURTHERMORE, EACH OF THE RELEASING PARTIES HEREBY ABSOLUTELY, UNCONDITIONALLY
AND IRREVOCABLY COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT
WILL NOT SUE (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY
RELEASEE ON THE BASIS OF ANY CLAIM RELEASED AND/OR DISCHARGED BY THE RELEASING
PARTIES PURSUANT TO THIS SECTION 6.13. IN ENTERING INTO THIS AGREEMENT, EACH OF
THE RELEASING PARTIES HAS CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL
COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR
OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE
VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY
WAY ON ANY SUCH REPRESENTATIONS, ACTS AND/OR OMISSIONS OR THE ACCURACY,
COMPLETENESS OR VALIDITY THEREOF.
(b)
THE PROVISIONS OF THIS SECTION 6.13 SHALL SURVIVE AND REMAIN IN FULL
FORCE AND EFFECT REGARDLESS OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY, THE REPAYMENT OR PREPAYMENT OF ANY OF THE LOANS, OR THE TERMINATION OF
THE CREDIT AGREEMENT, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY PROVISION
HEREOF OR THEREOF.
(c)
EACH RELEASING PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE
RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAY BE
USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER PROCEEDING
WHICH MAY BE INSTITUTED, PROSECUTED OR ATTEMPTED IN BREACH OF THE PROVISIONS OF
SUCH RELEASE.
[Signature Pages Follow]
11
007870-0083-35345850
--------------------------------------------------------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed effective as of the Effective Date.
BORROWER:
LILIS ENERGY, INC.
By: /s/ Joseph C. Daches
Name: Joseph C. Daches
Title: Chief Executive Officer, President and Chief Financial Officer
GUARANTORS:
BRUSHY RESOURCES, INC.
HURRICANE RESOURCES LLC
IMPETRO OPERATING LLC
LILIS OPERATING COMPANY, LLC
IMPETRO RESOURCES, LLC
Each Joseph C. Daches
Name: Joseph C. Daches
Title: Chief Executive Officer, President and Chief Financial Officer
[Forbearance Agreement to Second Amended and Restated Credit Agreement]
--------------------------------------------------------------------------------
ADMINISTRATIVE AGENT:
BMO HARRIS BANK N.A.,
as Administrative Agent, and a Lender
By:
/s/ Melissa Guzmann
Name:
Melissa Guzmann
Title:
Director
[Forbearance Agreement to Second Amended and Restated Credit Agreement]
--------------------------------------------------------------------------------
CAPITAL ONE, NATIONAL ASSOCIATION
as a Lender
By:
/s/ Michael P. Robinson
Name:
Michael P. Robinson
Title:
Vice President
[Forbearance Agreement to Second Amended and Restated Credit Agreement]