Common use of Representations and Warranties of the Guarantor Clause in Contracts

Representations and Warranties of the Guarantor. The Guarantor represents and warrants that: (a) it is a corporation duly incorporated and validly existing under the laws of the State of Colorado and has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Guaranty; (b) neither the execution and delivery by it of this Guaranty, nor compliance with the provisions hereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it, or (ii) its articles or certificate of incorporation or by-laws, or (iii) the provisions of any indenture, instrument or agreement to which it is a party or is subject, or by which it is bound, or conflict with or constitute a default thereunder. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it, is required to be obtained by it in connection with the execution and delivery of this Guaranty or the performance by it of its obligations hereunder or the legality, validity, binding effect or enforceability of this Guaranty; (c) this Guaranty constitutes a valid and legally binding agreement of the Guarantor, except as the enforceability of this Guaranty may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws effecting creditors’ rights generally and by general principles of equity.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants thatto the Guaranteed Party, as follows: (a) it The Guarantor is a corporation duly incorporated and corporation, validly existing and in good standing under the laws of the State of Colorado and has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Guaranty;Colorado. (b) neither the execution The Guarantor has full power, authority and delivery by it of this Guaranty, nor compliance with the provisions hereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it, or (ii) its articles or certificate of incorporation or by-laws, or (iii) the provisions of any indenture, instrument or agreement legal right to which it is a party or is subject, or by which it is bound, or conflict with or constitute a default thereunder. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it, is required to be obtained by it in connection with the execution execute and delivery of deliver this Guaranty or the performance by it of and to perform its obligations hereunder or the legality, validity, binding effect or enforceability of this Guaranty;hereunder. (c) The execution, delivery and performance of this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) This Guaranty has been duly executed and delivered by the Guarantor and constitutes a the legal, valid and legally binding agreement obligation of the Guarantor, enforceable against it in accordance with its terms, except as the enforceability of this Guaranty may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws effecting affecting creditors’ rights generally and or by general principles of equity. (e) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty do not and the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants thatto the Guaranteed Party, as follows: (a) it The Guarantor is a corporation duly incorporated and corporation, validly existing and in good standing under the laws of the State of Colorado and has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Guaranty;Delaware. (b) neither The Guarantor has full power, authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder and under the execution and delivery by it of this Guaranty, nor compliance with the provisions hereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it, or (ii) its articles or certificate of incorporation or by-laws, or (iii) the provisions of any indenture, instrument or agreement Transaction Documents to which it is a party or is subject, or by which it is bound, or conflict with or constitute a default thereunder. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it, is required to be obtained by it in connection with the execution and delivery of this Guaranty or the performance by it of its obligations hereunder or the legality, validity, binding effect or enforceability of this Guaranty;party. (c) The execution, delivery and performance of this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) This Guaranty has been duly executed and delivered by the Guarantor and constitutes a the legal, valid and legally binding agreement obligation of the Guarantor, enforceable against it in accordance with its terms, except as the enforceability of this Guaranty may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws effecting affecting creditors’ rights generally and or by general principles of equity. (e) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant governmental authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any governmental authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty do not and the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice of any Legal Requirement applicable to Guarantor, (ii) conflict with or cause a breach of any provision in the certificate of incorporation, bylaws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a material adverse effect on Guarantor; and (g) Guarantor owns of record and beneficially 100% of the membership interests of Clean Technologies II.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants that: (a) it The Guarantor is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Colorado Delaware. The Guarantor has the full power and authority, corporate or otherwise, to guaranty the Seller Obligations and has the corporate power power, authority, franchises and authority licenses (i) to own its properties and assets and to carry on and conduct its business and (ii) to execute, enter into and deliver this Agreement and carry out the terms to perform all of its obligations hereunder. The execution, delivery and provisions performance of this Guaranty;Agreement by the Guarantor have been duly authorized by all necessary corporate, shareholder or other action, and this Agreement has been duly and validly executed and delivered by the Guarantor and is legal, valid and binding on and enforceable against the Guarantor in accordance with its terms except as such enforceability may be subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity. Any requisite consents of third parties to the execution and delivery of this Agreement and the performance of the obligations or transactions contemplated hereby have been obtained. (b) neither Neither the execution and or delivery by it of this GuarantyAgreement, nor the consummation of the transactions contemplated hereby, nor the compliance with or performance of the terms and conditions of this Agreement by the Guarantor is prevented by, limited by, conflicts with or will result in a breach or violation of or a default under the terms, conditions or provisions hereof will violate of (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it, or (ii) its articles or certificate of incorporation or by-laws, (ii) any material mortgage, security agreement, indenture, loan agreement or other agreement or instrument to which the Guarantor is a party or by which it is bound or (iii) the provisions any provision of law, any order of any indenturecourt or administrative agency or any rule or regulation applicable to the Guarantor or its business. As of the date hereof, instrument the Guarantor is not in default under or in violation of any of its material obligations under any material contract, agreement or undertaking to which it is a party or is subject, or by which it is bound, or conflict with or constitute a default thereunder. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it, is required to be obtained by it in connection with the execution and delivery of this Guaranty or the performance by it of its obligations hereunder or the legality, validity, binding effect or enforceability of this Guaranty;. (c) this Guaranty constitutes a valid As of the date hereof, there is no action, proceeding or investigation pending with regard to which the Guarantor has received service of process or, to the Guarantor's knowledge, threatened against the Guarantor before any court or administrative agency that, in the reasonable and legally binding agreement good faith judgment of the Guarantor, except as may (i) materially and adversely affect the ability of the Guarantor to perform its obligations under this Agreement, (ii) result in any material adverse change in the business, properties, assets or financial condition of the Guarantor, or (iii) adversely affect the enforceability of this Guaranty may be limited by Agreement. (d) As of the effect date hereof, the Guarantor is the owner, directly or indirectly, of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws effecting creditors’ rights generally 100% of the issued and by general principles outstanding membership interests of equitythe Seller.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants that: (a) that it is a corporation duly incorporated organized and validly existing in good standing under the laws of the State jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of Colorado and the business conducted by it makes such qualification necessary, (b) that it has the corporate power and authority to execute, deliver enter into and carry out the terms and provisions of this Guaranty; (b) neither the execution and delivery by it of perform this Guaranty, nor compliance with (c) that the provisions hereof will violate (i) any lawexecution, rule, regulation, order, writ, judgment, injunction, decree delivery and performance of this Guaranty by it have been duly authorized by proper action and are not in contravention of law or award binding on itof the terms of its organizational documents, or (ii) its articles any agreement, instrument, indenture or certificate of incorporation or by-laws, or (iii) the provisions of any indenture, instrument or agreement other undertaking to which it is a party or is subject, or by which it is bound, or conflict with or constitute a default thereunder. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect and (d) that all registrations and approvals of any governmental agency, department or public body or authoritycommission necessary for the execution, or any subdivision thereof, which has not been obtained by it, is required to be obtained by it in connection with the execution delivery and delivery performance of this Guaranty or and for the performance by it of its obligations hereunder or the legalityvalidity and enforceability thereof, validity, binding effect or enforceability of this Guaranty; have been obtained and are in full force and effect. The Guarantor hereby represents and warrants (cx) that this Guaranty constitutes a is the legal, valid and legally binding agreement obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to bankruptcy, insolvency and similar laws and to the availability of equitable remedies, (y) that except as previously disclosed to Buyer no legal proceedings are pending, or threatened, before any court or governmental agency which would adversely affect its financial condition, operations or any licenses or its ability to perform under this Guaranty, and (z) that the enforceability Guarantor has received and reviewed copies of this Guaranty may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws effecting creditors’ rights generally and by general principles of equityMaster Repurchase Agreement.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants to each Holder that: (a) it The Guarantor is a corporation or other legal entity duly incorporated and organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the State of Colorado and failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Guarantor has the corporate power and authority to executeown or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Guaranty and carry out to perform the terms and provisions of this Guaranty;hereof. (b) neither This Guaranty has been duly authorized by all necessary company action on the execution part of the Guarantor, and delivery by it of this Guaranty, nor compliance with the provisions hereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it, or (ii) its articles or certificate of incorporation or by-laws, or (iii) the provisions of any indenture, instrument or agreement to which it is a party or is subject, or by which it is bound, or conflict with or constitute a default thereunder. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it, is required to be obtained by it in connection with the execution and delivery of this Guaranty or the performance by it of its obligations hereunder or the legality, validity, binding effect or enforceability of this Guaranty; (c) this Guaranty constitutes a legal, valid and legally binding agreement obligation of the GuarantorGuarantor enforceable against the Guarantor in accordance with its terms, except as the such enforceability of this Guaranty may be limited by the effect of any (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws effecting affecting the enforcement of creditors’ rights generally and by (2) general principles of equityequity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The execution, delivery and performance by the Guarantor of this Guaranty will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor or any of its Subsidiaries under, any Material indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any Material other agreement or instrument to which the Guarantor or any of its Subsidiaries is bound or by which the Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (2) violate or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor or any of its Subsidiaries or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor or any of its Subsidiaries, other than violations (other than with respect to its corporate charter or bylaws) that would not reasonably be expected to have a Material Adverse Effect. (d) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Guarantor of this Guaranty.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants that: (a) it is a corporation duly incorporated and validly existing under the laws of the State of Colorado Delaware and has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Guaranty; (b) neither the execution and delivery by it of this Guaranty, nor compliance with the provisions hereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it, or (ii) its articles or certificate of incorporation or by-laws, or (iii) the provisions of any indenture, instrument or agreement to which it is a party or is subject, or by which it is bound, or conflict with or constitute a default thereunder. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it, is required to be obtained by it in connection with the execution and delivery of this Guaranty or the performance by it of its obligations hereunder or the legality, validity, binding effect or enforceability of this Guaranty; (c) this Guaranty constitutes a valid and legally binding agreement of the Guarantor, except as the enforceability of this Guaranty may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws effecting creditors’ rights generally and by general principles of equity.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants that: (a) it The Guarantor is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Colorado Delaware. The Guarantor has the full power and authority, corporate or otherwise, to guaranty the Obligations and has the corporate power power, authority, franchises and authority licenses (i) to own its properties and assets and to carry on and conduct its business and (ii) to execute, enter into and deliver this Agreement and carry out the terms to perform all of its obligations hereunder. The execution, delivery and provisions performance of this Guaranty;Agreement by the Guarantor have been duly authorized by all necessary corporate, shareholder or other action, and this Agreement has been duly and validly executed and delivered by the Guarantor and is legal, valid and binding on and enforceable against the Guarantor in accordance with its terms except as such enforceability may be subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity. Any requisite consents of third parties to the execution and delivery of this Agreement and the performance of the obligations or transactions contemplated hereby have been obtained. (b) neither Neither the execution and or delivery by it of this GuarantyAgreement, nor the consummation of the transactions contemplated hereby, nor the compliance with or performance of the terms and conditions of this Agreement by the Guarantor is prevented by, limited by, conflicts with or will result in a breach or violation of or a default under the terms, conditions or provisions hereof will violate of (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it, or (ii) its articles or certificate of incorporation or by-laws, (ii) any material mortgage, security agreement, indenture, loan agreement or other agreement or instrument to which the Guarantor is a party or by which it is bound or (iii) the provisions any provision of law, any order of any indenturecourt or administrative agency or any rule or regulation applicable to the Guarantor or its business. As of the date hereof, instrument the Guarantor is not in default under or in violation of any of its material obligations under any material contract, agreement or undertaking to which it is a party or is subject, or by which it is bound, or conflict with or constitute a default thereunder. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it, is required to be obtained by it in connection with the execution and delivery of this Guaranty or the performance by it of its obligations hereunder or the legality, validity, binding effect or enforceability of this Guaranty;. (c) this Guaranty constitutes a valid As of the date hereof, there is no action, proceeding or investigation pending with regard to which the Guarantor has received service of process or, to the Guarantor's knowledge, threatened against the Guarantor before any court or administrative agency that, in the reasonable and legally binding agreement good faith judgment of the Guarantor, except as may (i) materially and adversely affect the ability of the Guarantor to perform its obligations under this Agreement, (ii) result in any material adverse change in the business, properties, assets or financial condition of the Guarantor, or (iii) adversely affect the enforceability of this Guaranty may be limited by Agreement. (d) As of the effect date hereof, the Guarantor is the owner, directly or indirectly, of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws effecting creditors’ rights generally 100% of the issued and by general principles outstanding membership interests of equitythe Seller.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Sellers that: (a) it is a corporation duly incorporated and organized, validly existing and in good standing under the laws Laws of the State its jurisdiction of Colorado formation and has the corporate all requisite power and authority to execute, deliver enter into this Guaranty and to carry out its obligations hereunder. The Guarantor is duly licensed and qualified to do business and is in good standing in each jurisdiction in which the terms and provisions properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, have a material adverse effect on the Guarantor’s ability to perform its obligations under this Guaranty; (b) neither the execution and delivery by it of this Guaranty, nor compliance with the provisions hereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it, or (ii) its articles or certificate of incorporation or by-laws, or (iii) the provisions of any indenture, instrument or agreement to which it is a party or is subject, or by which it is bound, or conflict with or constitute a default thereunder. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it, is required to be obtained by it in connection with the The execution and delivery of this Guaranty or by the Guarantor and the performance by it the Guarantor of its obligations hereunder have been duly authorized by all requisite action on the part of the Guarantor and its stockholders or the legalitymembers, validity, binding effect or enforceability of this Guarantyas applicable; (cb) this Guaranty has been duly executed and delivered by the Guarantor and, assuming due and valid authorization, execution and delivery by the Sellers, this Guaranty constitutes a legal, valid and legally binding agreement obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except (i) as the enforceability of this Guaranty may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar laws effecting Laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought; (c) the execution, delivery and performance by general principles the Guarantor of equitythis Guaranty does not and will not: (i) violate, conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of the Guarantor, (ii) except for any required filings for the Regulatory Approval and the Antitrust Approval and with the SEC, require the Guarantor to make any filing with, obtain any permit, authorization, consent or approval from, or provide any notification to, any Governmental Entity, (iii) result in a violation or breach of, or, with or without due notice or lapse of time or both, constitute a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Guarantor is a party or by which the Guarantor’s shares or properties or assets may be bound, or (iv) violate any Law or Governmental Order applicable to the Guarantor; (d) the Guarantor has and will have at all times on or immediately prior to the payment in full of any and all payments required to be made by it hereunder (and payment in full of the payment obligations of the Primary Obligors under (i) the SPA, (ii) the Transition Services MOU and (iii) the Drag Waiver MOU) sufficient cash on hand or other sources of funds immediately available without conditions, to enable the Guarantor to pay and perform its obligations under this Guaranty, including to pay (i) the Minority Purchase Price, (ii) the Sofora Purchase Price, (iii) any amount required to be paid by the Purchaser in respect of the Sofora Debt, (iv) the Purchase Price (as such term is defined in the Note Purchase Agreement), (v) the Additional Collateral, (vi) any amount required to be paid by the Purchaser upon consummation of a Third Party Sale, (vii) the Transition Services Availability Payment (as such term is defined in the Transition Services MOU), (viii) the Waiver and Amendment Fee (as such term is defined in the Drag Waiver MOU) and (ix) the Final Unwind Liquidation Amount, in each case, in full in immediately available funds in US Dollars outside of Argentina on the date on which it is required to be paid, and to pay all related fees and expenses related to the transactions contemplated by the SPA and each other Transaction Document, as applicable. The Guarantor does not need additional financing in connection with the payment and performance of its obligations under this Guaranty; (e) none of the assets of the Guarantor or any Affiliate of the Guarantor has been reported as blocked assets to OFAC, pursuant to the OFAC reporting requirements (31 C.F.R. Section 501.603). Neither the Guarantor nor any Affiliates of the Guarantor is an OFAC Listed Person or is a department, agency or instrumentality of, or is otherwise controlled by or acting on or behalf of, directly or indirectly, a Blocked Person. None of the funds with which the Guarantor will pay and perform its obligations under this Guaranty or any other amounts pursuant to the Transaction Documents constitute or will constitute funds obtained from or on behalf of any OFAC Listed Person or any Blocked Person; and (f) the Guarantor, in providing this Guaranty, is not relying on any explicit or implicit representations by the Sellers, their Affiliates, the Primary Obligors or any other person or persons, whether oral or in writing.

Representations and Warranties of the Guarantor. The In order to induce Ontario to make the conditional grant to the Recipient, the Guarantor represents represents, warrants and warrants covenants (and shall be deemed to continuously represent, warrant and covenant during the term of this Guarantee and Postponement Claim) that: (a) it the Guarantor is a corporation duly incorporated and validly existing existing, in good standing, under the laws of the State of Colorado Delaware and has the corporate power and authority to own its property and assets and to transact the business in which it is engaged; (b) the Guarantor has the power to execute, deliver and carry out perform this Guarantee and Postponement Claim and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Guarantee and Postponement Claim; (c) the Guarantor has duly executed and delivered this Guarantee and Postponement Claim, and this Guarantee and Postponement Claim constitutes the legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms; (d) neither the execution, delivery or performance by the Guarantor of this Guarantee and Postponement Claim, nor compliance by it with the terms and provisions of this Guaranty; (b) neither the execution and delivery by it of this Guarantyhereof, nor compliance with the provisions hereof will violate (i) contravene any provision of any applicable law, rulestatute, regulation, rule or regulation or any applicable order, writ, judgmentinjunction or decree of any court or governmental instrumentality, injunction, decree or award binding on it, or (ii) conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance (other than liens and encumbrances in favour of Ontario) upon any of the property or assets of the Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement, contract or instrument to which Guarantor is a party or by which it or any of its articles property or certificate of incorporation assets is bound or by-laws, to which it may be subject or (iii) violate any provision of the provisions organizational documents of any indenture, instrument or agreement to which it is a party or is subject, or by which it is bound, or conflict with or constitute a default thereunder. No the Guarantor; (e) no order, consent, adjudication, approval, license, authorization, authorization or validation of, or filingtiling, recording or registration withwith (except as have been obtained or made), or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it, is required to be obtained by it in connection with authorize, or is required for, (i) the execution execution, delivery and delivery performance of this Guaranty Guarantee and Postponement Claim by the Guarantor or the performance by it of its obligations hereunder or (ii) the legality, validity, binding effect or enforceability of this GuarantyGuarantee and Postponement Claim; (cf) this Guaranty constitutes a valid the Guarantor’s obligations hereunder rank at least pari passu in all respects with all other unsecured and legally binding agreement unsubordinated obligations of the Guarantor; (g) there are no actions, except as suits or proceedings pending or threatened (i) with respect to this Guarantee and Postponement Claim or (ii) with respect to the enforceability Guarantor that could reasonably be expected to materially and adversely affect (x) the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Guarantor or (y) the rights or remedies of Ontario hereunder or the ability of the Guarantor to perform its obligations to Ontario hereunder; (h) there are no facts or circumstances of any kind or nature whatsoever of which the Guarantor has knowledge which will impair or prevent the Guarantor from performing its obligations under this Guaranty may be limited Guarantee and Postponement Claim; and (i) all of the information supplied by the effect Guarantor to Ontario in connection herewith is true, complete and accurate in all material respects and the Guarantor is not aware of any applicable bankruptcy, insolvency, reorganization, moratorium material facts or similar laws effecting creditors’ rights generally circumstances that have not been disclosed to Ontario and by general principles of equitywhich might render the information supplied to Ontario seriously misleading.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants thatto each member of the Buyer Group, as follows: (a) it The Guarantor is a corporation duly incorporated organized and validly existing under the laws of the State of Colorado Norway and has the corporate full power and authority to execute, execute and deliver and carry out the terms and provisions of this Guaranty, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) neither The execution, delivery and performance by the execution and delivery by it Guarantor of this GuarantyGuaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. This Guaranty has been duly and validly executed and delivered by the Guarantor. This Guaranty constitutes the valid and binding obligations of the Guarantor, nor compliance enforceable in accordance with its terms subject to the provisions hereof qualification, however, that the enforcement of the rights and remedies created hereby is subject to bankruptcy and other similar laws of general application relating to or affecting the rights and remedies of creditors and by general equitable principles (whether applied by a court of law or equity), and that the availability of the remedy of specific enforcement or of injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought; and (c) The execution, delivery and performance of this Guaranty by the Guarantor does not and will violate not (i) conflict with, or result in a breach of any lawprovision of, rule, regulation, order, writ, judgment, injunction, decree or award binding on itthe Guarantor's charter (vedtekter), or (ii) conflict with, result in a breach of any provision of, or constitute a default under, any agreement or instrument by which the Guarantor or any of its articles assets or certificate of incorporation or by-lawsproperties is bound, or (iii) the provisions conflict with, or result in a breach or violation of any indenturelaw, instrument regulation, decree or agreement to which it is a party or is subject, or order by which it the Guarantor or any of its assets or properties is bound, or conflict with or constitute a default thereunder. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect (iv) require any Authorization of any governmental Governmental Entity; except, in the case of clauses (ii), (iii) and (iv) above, where such conflicts, breaches, defaults or public body violations or authority, or any subdivision thereof, which has such failure to obtain Authorizations would not been obtained by it, is required have a material adverse effect on the Guarantor's ability to be obtained by it in connection with the execution and delivery of this Guaranty or the performance by it of perform its obligations hereunder or the legality, validity, binding effect or enforceability of this Guaranty; (c) this Guaranty constitutes a valid and legally binding agreement of the Guarantor, except as the enforceability of this Guaranty may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws effecting creditors’ rights generally and by general principles of equityhereunder.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants thatto Buyer, as follows: (a) it The Guarantor is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Colorado and has the Delaware, with full corporate power and authority to execute, execute and deliver this Guaranty and carry out the terms and provisions of this Guaranty;to perform its obligations hereunder. (b) neither The execution, delivery and performance by the execution and delivery by it Guarantor of this GuarantyGuaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. This Guaranty has been duly and validly executed and delivered by the Guarantor. This Guaranty constitutes the valid and binding obligations of the Guarantor, nor compliance enforceable in accordance with its terms, subject to the provisions hereof qualification, however, that the enforcement of the rights and remedies created hereby is subject to bankruptcy and other similar laws of general application relating to or affecting the rights and remedies of creditors and that the availability of the remedy of specific enforcement or of injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. (c) The execution, delivery and performance of this Guaranty by Guarantor do not and will violate (i) any lawnot, rule, regulation, order, writ, judgment, injunction, decree with or award binding on itwithout the giving of notice or the lapse of time, or both, violate, conflict with, result in the breach of or default under, or give rise to any right of termination, cancellation or acceleration of any obligation of any person or to the loss of any material right of any person under or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledge, lien, charge or other encumbrance upon any of the properties or assets of the Guarantor under, any of the terms, conditions or provisions of (ii1) its articles or certificate of incorporation the charter documents or by-laws, laws of the Guarantor or (iii2) the provisions of any indenturecovenant, instrument agreement or agreement understanding to which it the Guarantor is a party or is subject, or by which it is bound, or conflict with or constitute a default thereunder. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it, is required to be obtained by it in connection with the execution and delivery of this Guaranty or the performance by it of its obligations hereunder or the legality, validity, binding effect or enforceability of this Guaranty; (c) this Guaranty constitutes a valid and legally binding agreement of the Guarantor, except as the enforceability of this Guaranty may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws effecting creditors’ rights generally and by general principles of equity.properties or