ANY AND
ALL INDEMNITIES PROVIDED IN THE LOAN DOCUMENTS, OBLIGORS HEREBY, JOINTLY AND
SEVERALLY, INDEMNIFY AND HOLD EACH OF THE LENDER-RELATED PARTIES HARMLESS FROM
AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION,
SUITS, JUDGMENTS, COSTS, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES, ARISING OUT OF OR FROM OR RELATED TO ANY OF THE LOAN DOCUMENTS
OR THIS AGREEMENT. IF ANY ACTION, SUIT, OR PROCEEDING IS BROUGHT AGAINST ANY OF
THE LENDER- RELATED PARTIES, OBLIGORS SHALL, AT SUCH LENDER-RELATED PARTIES'
REQUEST, DEFEND THE SAME AT THEIR SOLE COST AND EXPENSE, SUCH COST AND EXPENSE
TO BE A JOINT AND SEVERAL LIABILITY OF OBLIGORS, BY COUNSEL SELECTED BY SUCH
LENDER-RELATED PARTY. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, THIS SECTION 12 SHALL REMAIN IN FULL FORCE AND EFFECT AND
SHALL SURVIVE ANY DELIVERY AND PAYMENT ON THE SECURED OBLIGATIONS, THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
13.
Survival of Representations and Warranties. All representations and
warranties made in this Agreement or any other Loan Document will survive the
execution and delivery of this Agreement, and no investigation by Credit Parties
or any closing will affect the representations and warranties or the right of
Credit Parties to rely upon them.
14.
Review and Construction of Documents. Each of the Obligors hereby
acknowledges, represents, and warrants to Credit Parties that (a) Obligors have
had the opportunity to consult with legal counsel of their own choice and have
been afforded an opportunity to review this Agreement with their legal counsel,
(b) Obligors have reviewed this Agreement and fully understand the effects
thereof and all terms and provisions contained herein, and (c) Obligors have
executed this Agreement of their own free will and volition. The recitals
contained in this Agreement shall be construed to be part of the operative terms
and provisions of this Agreement.
15.
ENTIRE AGREEMENT; AMENDMENT. THIS AGREEMENT AND THE RELATED
DOCUMENTS AS INCORPORATED HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT BETWEEN THE
PARTIES HERETO REGARDING ADMINISTRATIVE AGENT'S AND LENDER'S FORBEARANCE WITH
RESPECT TO THEIR RIGHTS AND REMEDIES ARISING AS A RESULT OF THE SPECIFIED
DEFAULTS AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE
PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. The
provisions of this Agreement may be amended or waived only by an instrument in
writing signed by the parties hereto. The Loan Documents, as modified by this
Agreement, continue to evidence the agreement of the parties with respect to the
subject matter thereof.
16.
Notices. All notices, requests, demands and other communications
under this Agreement will be given in accordance with the provisions of the
Credit Agreement, except that notices to Administrative Agent shall be given to
the following:
APEG Energy II, L.P.
3305 Northland Dr. Suite 101
Austin, TX 78731
Attention: Paul Haarman
Email: