Common use of Independent Evaluation Clause in Contracts

Independent Evaluation. Buyer is a sophisticated investor and Buyer’s decision to purchase the Loan and assume the Assigned Rights and Obligations pursuant to this Agreement is based upon Buyer’s own independent evaluation of the information made available by Seller, and Buyer’s independent evaluation of the Loan Documents, Loan File, Collateral, and related information which Buyer acknowledges and agrees Seller has made available to it and that Buyer has been or will be given the opportunity to inspect. Buyer has had or will have a reasonable opportunity to review and, to the extent Buyer deemed necessary, has examined, the Loan Documents, the Loan File, and the Collateral. In addition, Buyer hereby acknowledges and agrees that it has received and reviewed or will have received and reviewed to its satisfaction all third-party reports or summaries and any financial and other data and information relating to the Collateral, the Loan and each of the Credit Parties as it has determined to obtain. Buyer hereby further acknowledges and agrees that: (a) Buyer has, independently and without reliance upon Seller or any of its agents or advisors, and based on such documents and information as Buyer has deemed appropriate, made Buyer’s own credit analysis and decision to purchase the Loan and Buyer hereby accepts responsibility therefor; (b) Seller has not provided to Buyer, and Buyer has not relied on or used in any way, any credit analysis of any Credit Party or any Collateral prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to the Loan prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to any of the Properties prepared by Seller or any of its agents or advisors; and (c) except as expressly provided to the contrary in this Agreement, any information provided to Buyer by Seller regarding the Loan, any Credit Party, or any collateral for the Loan is provided without any warranty or representation, express or implied, as to its accuracy or completeness. Buyer hereby further acknowledges and agrees that, except as expressly set forth in this Agreement, Seller has made no representations or warranties with respect to the Loan, the Loan Documents, any Credit Party, the Loan File, the Collateral or any other collateral relating thereto or any of them, and that Seller shall have no responsibility for: (i) the collectability of the Loan; (ii) the validity, enforceability or legal effect of any of the Loan Documents furnished or to be furnished to Seller in connection with the origination of any of the Loan; (iii) the validity, sufficiency, effectiveness or perfection of the liens created or to be created by the Loan Documents; (iv) the state of title to any Collateral; (v) the environmental condition of any Collateral or of any adjoining property, or any Credit Party or any of its affiliates’ compliance with any environmental laws, conditions, orders, decrees, rules or regulations, or any existing or potential environmental liability arising with respect to or relating to any Collateral; (vi) the compliance of any Collateral with any and all applicable laws, rules and regulations, including but not limited to zoning, subdivision, land use, housing, or handicapped accessibility laws, codes, rules or regulations; or (vii) the financial condition of any Credit Party; (viii) the organizational or ownership structure of any Credit Party. Buyer hereby assumes any and all risk of loss from and after the Closing Date in connection with: (x) the Loan from the failure or refusal of any Credit Party to pay interest, principal or other amounts due on the Loan, (y) defaults by any Credit Party under the Loan Documents, and/or (z) the unenforceability or lack of priority of any of the Loan Documents.

Independent Evaluation. Buyer is a sophisticated investor knowledgeable about coal and Buyer’s decision to purchase the Loan and assume the Assigned Rights and Obligations pursuant to this Agreement is based upon Buyer’s own independent evaluation of the information made available by Sellermining business, and Buyer’s independent evaluation of Buyer has retained and taken advice concerning the Loan Documents, Loan File, CollateralPurchased Assets and the Xxxxxx Creek Mine Operations, and related information which the transactions contemplated hereby, from advisors and consultants who are knowledgeable about the mining business, and Buyer acknowledges is aware of its risks. Buyer and agrees Seller has its representatives have been afforded the opportunity to visit the Xxxxxx Creek Mine Operations and examine the Records and other materials made available to it by Seller and that Buyer has been or will be given the opportunity to inspect. Buyer has had or will have a reasonable opportunity to review and, Seller’s authorized representatives with respect to the extent Buyer deemed necessaryPurchased Assets, has examinedincluding files, or copies thereof used in the Loan Documents, ordinary course of Seller’s business and other information about the Loan File, Purchased Assets that Seller and the CollateralSeller’s authorized representatives have compiled or generated. In addition, Buyer hereby acknowledges and agrees that (i) it has received relied or shall rely on its own independent investigation and reviewed evaluation of the Purchased Assets or will have received Xxxxxx Creek Mine Operations, which investigation and reviewed evaluation was done by Buyer and its own legal, tax, economic, environmental, engineering, geological and geophysical advisors and not upon any statements, information or opinions of any Seller, (ii) it has satisfied or shall satisfy itself through its own due diligence as to its satisfaction all third-party reports or summaries the environmental and any financial physical condition of and contractual arrangements and other data matters affecting the Purchased Assets or Xxxxxx Creek Mine Operations, (iii) other than the representations and information relating to the Collateralwarranties made in this Agreement, the Loan and each Transaction Documents, in any applicable agreements or in any applicable conveyance instruments, neither Seller nor any representatives, consultants or advisors of the Credit Parties as it has determined to obtain. Buyer hereby further acknowledges and agrees that: Seller make or have made (a) Buyer has, independently and without reliance upon Seller or any of its agents or advisors, and based on such documents and information as Buyer has deemed appropriate, made Buyer’s own credit analysis and decision to purchase the Loan and Buyer hereby accepts responsibility therefor; (b) Seller has not provided to Buyer, and Buyer has not relied on upon) any representation or used in any way, any credit analysis of any Credit Party or any Collateral prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to the Loan prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to any of the Properties prepared by Seller or any of its agents or advisors; and (c) except as expressly provided to the contrary in this Agreement, any information provided to Buyer by Seller regarding the Loan, any Credit Party, or any collateral for the Loan is provided without any warranty or representationwarranty, express or implied, as at law or in equity, with respect to the Purchased Assets or Xxxxxx Creek Mine Operations; provided that nothing contained in this Section 5.6 shall impair Buyer’s right to rely upon, and enforce its accuracy rights and remedies with respect to, the representations or completeness. Buyer hereby further acknowledges and agrees that, except as expressly set forth warranties made in this Agreement, Seller has made no representations or warranties with respect to the Loan, the Loan Transaction Documents, in any Credit Party, the Loan File, the Collateral applicable agreements or in any other collateral relating thereto or any of them, and that Seller shall have no responsibility for: (i) the collectability of the Loan; (ii) the validity, enforceability or legal effect of any of the Loan Documents furnished or to be furnished to Seller in connection with the origination of any of the Loan; (iii) the validity, sufficiency, effectiveness or perfection of the liens created or to be created by the Loan Documents; (iv) the state of title to any Collateral; (v) the environmental condition of any Collateral or of any adjoining property, or any Credit Party or any of its affiliates’ compliance with any environmental laws, conditions, orders, decrees, rules or regulations, or any existing or potential environmental liability arising with respect to or relating to any Collateral; (vi) the compliance of any Collateral with any and all applicable laws, rules and regulations, including but not limited to zoning, subdivision, land use, housing, or handicapped accessibility laws, codes, rules or regulations; or (vii) the financial condition of any Credit Party; (viii) the organizational or ownership structure of any Credit Party. Buyer hereby assumes any and all risk of loss from and after the Closing Date in connection with: (x) the Loan from the failure or refusal of any Credit Party to pay interest, principal or other amounts due on the Loan, (y) defaults by any Credit Party under the Loan Documents, and/or (z) the unenforceability or lack of priority of any of the Loan Documentsconveyance instruments.

Independent Evaluation. Buyer Purchaser is a sophisticated (or its advisors are) sophisticated, experienced and knowledgeable investor in the oil and Buyer’s decision gas business. Purchaser has been advised by and has relied solely upon the representations and warranties expressly made by Seller in ARTICLE 4 of this Agreement, the certificate to purchase the Loan and assume the Assigned Rights and Obligations be delivered to Purchaser pursuant to this Agreement is based upon BuyerSection 8.2(e), the indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances and Purchaser’s own expertise in legal, tax, reservoir engineering and other professional counsel concerning this transaction, the Assets and the value thereof. Purchaser acknowledges and affirms that it has completed its independent investigation, verification, analysis, and evaluation of the information Assets and made available by Seller, all such reviews and Buyer’s independent evaluation inspections of the Loan Documents, Loan File, Collateral, and related information which Buyer acknowledges and agrees Seller has made available to it and that Buyer has been or will be given the opportunity to inspect. Buyer has had or will have a reasonable opportunity to review and, to the extent Buyer deemed necessary, has examined, the Loan Documents, the Loan File, and the Collateral. In addition, Buyer hereby acknowledges and agrees that it has received and reviewed or will have received and reviewed to its satisfaction all third-party reports or summaries and any financial and other data and information relating to the Collateral, the Loan and each of the Credit Parties Assets as it has determined to obtain. Buyer hereby further acknowledges and agrees that: (a) Buyer has, independently and without reliance upon Seller or any of its agents or advisors, and based on such documents and information as Buyer Purchaser has deemed appropriate, necessary or appropriate to consummate the transaction. Except for the representations and warranties expressly made Buyer’s own credit analysis and decision to purchase the Loan and Buyer hereby accepts responsibility therefor; (b) Seller has not provided to Buyer, and Buyer has not relied on or used in any way, any credit analysis of any Credit Party or any Collateral prepared by Seller or any in ARTICLE 4 of its agents or advisors or any investigation or assessment of risk with respect to the Loan prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to any of the Properties prepared by Seller or any of its agents or advisors; and (c) except as expressly provided to the contrary in this Agreement, any information provided the certificate to Buyer by Seller regarding be delivered to Purchaser pursuant to Section 8.2(e), the Loan, any Credit Partyindemnities of Sellers under ARTICLE 11, or any collateral for Sellers’ special warranty of title in the Loan is provided without any warranty Conveyances, Purchaser acknowledges that there are no representations or representationwarranties, express or implied, as to its the financial condition, physical condition, environmental conditions, liabilities, operations, business, or prospects of the Assets. Purchaser understands and acknowledges that neither the United States Securities and Exchange Commission nor any federal, state or foreign agency has passed upon the Assets or made any finding or determination as to the fairness of an investment in the Assets or the accuracy or completeness. Buyer hereby further acknowledges and agrees thatadequacy of the disclosures made to Purchaser, and, except as expressly set forth in ARTICLE 10, Purchaser is not entitled to cancel, terminate, or revoke this Agreement, Seller has made no representations or warranties with respect to the Loan, the Loan Documents, any Credit Party, the Loan File, the Collateral or any other collateral relating thereto or any of them, and that Seller shall have no responsibility for: (i) the collectability of the Loan; (ii) the validity, enforceability or legal effect of any of the Loan Documents furnished or to be furnished to Seller in connection with the origination of any of the Loan; (iii) the validity, sufficiency, effectiveness or perfection of the liens created or to be created by the Loan Documents; (iv) the state of title to any Collateral; (v) the environmental condition of any Collateral or of any adjoining property, or any Credit Party or any of its affiliates’ compliance with any environmental laws, conditions, orders, decrees, rules or regulations, or any existing or potential environmental liability arising with respect to or relating to any Collateral; (vi) the compliance of any Collateral with any and all applicable laws, rules and regulations, including but not limited to zoning, subdivision, land use, housing, or handicapped accessibility laws, codes, rules or regulations; or (vii) the financial condition of any Credit Party; (viii) the organizational or ownership structure of any Credit Party. Buyer hereby assumes any and all risk of loss from and after the Closing Date in connection with: (x) the Loan from the failure or refusal of any Credit Party to pay interest, principal or other amounts due on the Loan, (y) defaults by any Credit Party under the Loan Documents, and/or (z) the unenforceability or lack of priority of any of the Loan Documents.

Independent Evaluation. Buyer is a sophisticated investor knowledgeable about the oil and Buyer’s decision gas business and Buyer is aware of its risks. Buyer has been afforded the opportunity to purchase examine the Loan Records and assume the Assigned Rights and Obligations pursuant to this Agreement is based upon Buyer’s own independent evaluation of the information made available by Seller, and Buyer’s independent evaluation of the Loan Documents, Loan File, Collateral, and related information which Buyer acknowledges and agrees Seller has other materials made available to it and that Buyer has been or will be given the opportunity to inspect. Buyer has had or will have a reasonable opportunity to review and, to the extent Buyer deemed necessary, has examined, the Loan Documents, the Loan File, and the Collateral. In addition, Buyer hereby acknowledges and agrees that it has received and reviewed or will have received and reviewed to its satisfaction all third-party reports or summaries and any financial and other data and information relating to the Collateral, the Loan and each of the Credit Parties as it has determined to obtain. Buyer hereby further acknowledges and agrees that: (a) Buyer has, independently and without reliance upon Seller or any of its agents or advisors, and based on such documents and information as Buyer has deemed appropriate, made Buyer’s own credit analysis and decision to purchase the Loan and Buyer hereby accepts responsibility therefor; (b) Seller has not provided to Buyer, and Buyer has not relied on or used in any way, any credit analysis of any Credit Party or any Collateral prepared by Seller or any of its agents or advisors or any investigation or assessment of risk and Seller’s authorized representatives with respect to the Loan prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to any of Assets (the Properties prepared by Seller or any of its agents or advisors; and (c) except as expressly provided to the contrary in this Agreement, any information provided to Buyer by Seller regarding the Loan, any Credit Party“Background Materials”). The Background Materials include files, or any collateral for copies thereof, that Seller has used in its normal course of business and other information about the Loan is Assets that Seller and Seller’s authorized representatives have compiled or generated; provided without any warranty or representation, express or implied, as to its accuracy or completeness. Buyer hereby further acknowledges and agrees that, except as expressly set forth for the representations and warranties of Seller contained in this Agreement, neither Seller nor any other Seller Indemnified Party has made no any representations or warranties with respect warranties, express or implied, written or oral, as to the Loanaccuracy or completeness of the Background Materials or, except for the Loan Documentsrepresentations and warranties of Seller contained in this Agreement, any Credit Party, the Loan File, the Collateral or as to any other collateral information relating thereto or any of themto the Assets, and that Seller shall have no responsibility for: (i) the collectability of the Loan; (ii) the validity, enforceability or legal effect of any of the Loan Documents furnished or to be furnished to Seller in connection Buyer or its representatives by or on behalf of Seller, including any estimate with respect to the origination of any value of the Loan; (iii) Assets or reserves, the validity, sufficiency, effectiveness or perfection of ability to develop the liens created Assets or to be created by obtain any permits required to develop the Loan Documents; (iv) the state of title to any Collateral; (v) the environmental condition of any Collateral or of any adjoining propertyAssets, or any Credit projections as to events that could or could not occur. In entering into this Agreement, Buyer acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement (including the representations and warranties of Seller contained in this Agreement) and upon its independent analysis, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax or other consequences of this transaction including its own estimate and appraisal of the extent and value of the petroleum (including oil and natural gas) and other reserves attributable to the Assets and the prices that may be received for Hydrocarbons produced therefrom. Buyer’s Representatives have been given opportunities to visit the offices of Seller or Seller’s Representatives and have been given opportunities to examine the Records. Except as expressly provided in this Agreement, absent any fraudulent conduct by Seller, neither Seller nor any other Seller Indemnified Party shall have any liability to Buyer or its Affiliates, agents, representatives or employees resulting from any use of, authorized or unauthorized, or reliance on, the Background Materials or other information relating to the Assets provided by or on behalf of Seller or any of its affiliates’ compliance with any environmental laws, conditions, orders, decrees, rules or regulations, or any existing or potential environmental liability arising with respect to or relating to any Collateral; (vi) the compliance of any Collateral with any and all applicable laws, rules and regulations, including but not limited to zoning, subdivision, land use, housing, or handicapped accessibility laws, codes, rules or regulations; or (vii) the financial condition of any Credit other Seller Indemnified Party; (viii) the organizational or ownership structure of any Credit Party. Buyer hereby assumes any and all risk of loss from and after the Closing Date in connection with: (x) the Loan from the failure or refusal of any Credit Party to pay interest, principal or other amounts due on the Loan, (y) defaults by any Credit Party under the Loan Documents, and/or (z) the unenforceability or lack of priority of any of the Loan Documents.

Independent Evaluation. Buyer is a sophisticated investor experienced and Buyer’s decision knowledgeable in the oil and gas business and is aware of its risks. Buyer has been afforded the opportunity to purchase the Loan and assume the Assigned Rights and Obligations pursuant to this Agreement is based upon Buyer’s own independent evaluation of the information made available by Seller, and Buyer’s independent evaluation of the Loan Documents, Loan File, Collateral, and related information which Buyer acknowledges and agrees Seller has examine materials made available to it by FRI and Seller with respect to the Assets including without limitation the Records (collectively, the “Background Materials”). The Background Materials are files, or copies thereof, that Buyer FRI and Seller have used in their normal course of business and other information about the Assets that FRI or Seller has been compiled or will be given the opportunity to inspectgenerated. BUYER ACKNOWLEDGES AND AGREES THAT NEITHER FRI NOR SELLER HAVE MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE ACCURACY OR COMPLETENESS OF THE BACKGROUND MATERIALS OR ANY OTHER INFORMATION RELATING TO THE ASSETS FURNISHED BY OR ON BEHALF OF FRI OR SELLER OR TO BE FURNISHED TO BUYER OR ITS REPRESENTATIVES, INCLUDING WITHOUT LIMITATION ANY INTERNAL APPRAISALS AND/OR INTERPRETIVE DATA OF FRI OR SELLER. Buyer acknowledges and affirms that it has had relied and will rely solely upon its independent analysis, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax or will have a reasonable opportunity to review andother consequences of this transaction including its own estimate and appraisal of the extent and value of the petroleum, to natural gas and other reserves associated with the Assets. To the extent Buyer deemed necessaryappropriate, has examinedBuyer’s representatives visited FRI’s offices and have been given sufficient opportunities to examine the books and records of FRI and Seller relating to the Assets. Neither FRI, Seller nor their respective affiliates, agents, representatives or employees shall have any liability to Buyer or its agents, representatives or employees resulting from any use, authorized or unauthorized, of the Loan Documents, the Loan File, and the Collateral. In addition, Buyer hereby acknowledges and agrees that it has received and reviewed Background Materials or will have received and reviewed to its satisfaction all third-party reports or summaries and any financial and other data and information relating to the Collateral, the Loan Assets provided by or on behalf of FRI and each of the Credit Parties as it has determined to obtain. Buyer hereby further acknowledges and agrees that: (a) Buyer has, independently and without reliance upon Seller or any of its agents their respective agents, representatives or advisors, and based on such documents and information as Buyer has deemed appropriate, made Buyer’s own credit analysis and decision to purchase the Loan and Buyer hereby accepts responsibility therefor; (b) Seller has not provided to Buyer, and Buyer has not relied on or used in any way, any credit analysis of any Credit Party or any Collateral prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to the Loan prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to any of the Properties prepared by Seller or any of its agents or advisors; and (c) except as expressly provided to the contrary in this Agreement, any information provided to Buyer by Seller regarding the Loan, any Credit Party, or any collateral for the Loan is provided without any warranty or representation, express or implied, as to its accuracy or completeness. Buyer hereby further acknowledges and agrees that, except as expressly set forth in this Agreement, Seller has made no representations or warranties with respect to the Loan, the Loan Documents, any Credit Party, the Loan File, the Collateral or any other collateral relating thereto or any of them, and that Seller shall have no responsibility for: (i) the collectability of the Loan; (ii) the validity, enforceability or legal effect of any of the Loan Documents furnished or to be furnished to Seller in connection with the origination of any of the Loan; (iii) the validity, sufficiency, effectiveness or perfection of the liens created or to be created by the Loan Documents; (iv) the state of title to any Collateral; (v) the environmental condition of any Collateral or of any adjoining property, or any Credit Party or any of its affiliates’ compliance with any environmental laws, conditions, orders, decrees, rules or regulations, or any existing or potential environmental liability arising with respect to or relating to any Collateral; (vi) the compliance of any Collateral with any and all applicable laws, rules and regulations, including but not limited to zoning, subdivision, land use, housing, or handicapped accessibility laws, codes, rules or regulations; or (vii) the financial condition of any Credit Party; (viii) the organizational or ownership structure of any Credit Party. Buyer hereby assumes any and all risk of loss from and after the Closing Date in connection with: (x) the Loan from the failure or refusal of any Credit Party to pay interest, principal or other amounts due on the Loan, (y) defaults by any Credit Party under the Loan Documents, and/or (z) the unenforceability or lack of priority of any of the Loan Documentsemployees.

Independent Evaluation. Buyer is a sophisticated investor experienced and Buyer’s decision knowledgeable in the oil and gas business and is aware of its risks. Buyer has been afforded the opportunity to purchase the Loan and assume the Assigned Rights and Obligations pursuant to this Agreement is based upon Buyer’s own independent evaluation of the information made available by Seller, and Buyer’s independent evaluation of the Loan Documents, Loan File, Collateral, and related information which Buyer acknowledges and agrees Seller has examine materials made available to it by Seller in Seller's offices in Farmington, Utah with respect to the Assets including without limitation the Records (collectively, the "Background Materials"). The Background Materials are files, or copies thereof, that Seller has used in its normal course of business and other information about the Assets that Buyer Seller has been compiled or will be given the opportunity to inspectgenerated. BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE ACCURACY OF THE BACKGROUND MATERIALS OR ANY OTHER INFORMATION RELATING TO THE ASSETS FURNISHED BY OR ON BEHALF OF SELLER OR TO BE FURNISHED TO BUYER OR ITS REPRESENTATIVES, INCLUDING WITHOUT LIMITATION ANY INTERNAL APPRAISALS AND/OR INTERPRETIVE DATA OF SELLER OR OF THE RIGHT OF ANY PERSON OR ENTITY TO RELY THEREON. Buyer acknowledges and affirms that it has had relied and will rely solely upon its independent analysis, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax or will have a reasonable opportunity to review andother consequences of this transaction including its own estimate and appraisal of the extent and value of the petroleum, to natural gas and other reserves of the Assets. To the extent Buyer deemed necessaryappropriate, has examinedBuyer's representatives visited Seller's offices and have been given sufficient opportunities to examine the books and records of Seller relating to the Assets. Neither Seller nor its affiliates, agents, representatives or employees shall have any liability to Buyer or its agents, representatives or employees resulting from any use, authorized or unauthorized, of the Loan Documents, the Loan File, and the Collateral. In addition, Buyer hereby acknowledges and agrees that it has received and reviewed Background Materials or will have received and reviewed to its satisfaction all third-party reports or summaries and any financial and other data and information relating to the Collateral, the Loan and each Assets provided by or on behalf of the Credit Parties as it has determined to obtain. Buyer hereby further acknowledges and agrees that: (a) Buyer has, independently and without reliance upon Seller or any of its agents agents, representatives or advisorsemployees. Provided, and based on such documents and information as Buyer has deemed appropriatehowever, made Buyer’s own credit analysis and decision to purchase that the Loan and Buyer hereby accepts responsibility therefor; (b) Seller has foregoing shall not provided to Buyer, and Buyer has not relied on or used in any way, any credit analysis of any Credit Party or any Collateral prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to the Loan prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect apply to any analysis made by Buyer or obligations of the Properties prepared by Seller or any of its agents or advisors; and (c) except as expressly provided to the contrary in this Agreement, any information provided to Buyer by Seller regarding the Loan, any Credit Party, or any collateral for the Loan is provided without any warranty or representation, express or implied, as to its accuracy or completeness. Buyer hereby further acknowledges and agrees that, except as expressly set forth in this Agreement, Seller has made no representations or warranties with respect to the Loan, the Loan Documents, any Credit Party, the Loan File, the Collateral or any other collateral relating thereto or any of them, and that Seller shall have no responsibility for: (i) the collectability of the Loan; (ii) the validity, enforceability or legal effect of any of the Loan Documents furnished or to be furnished to Seller in connection with the origination of any of the Loan; (iii) the validity, sufficiency, effectiveness or perfection of the liens created or to be created by the Loan Documents; (iv) the state of title to any Collateral; (v) the environmental condition of any Collateral or of any adjoining property, or any Credit Party or any of its affiliates’ compliance with any environmental laws, conditions, orders, decrees, rules or regulations, or any existing or potential environmental liability arising with respect to or relating to any Collateral; (vi) the compliance of any Collateral with any matters addressed in Article 6 and all applicable laws, rules and regulations, including but not limited to zoning, subdivision, land use, housing, or handicapped accessibility laws, codes, rules or regulations; or (vii) the financial condition of any Credit Party; (viii) the organizational or ownership structure of any Credit Party. Buyer hereby assumes any and all risk of loss from and after the Closing Date in connection with: (x) the Loan from the failure or refusal of any Credit Party to pay interest, principal or other amounts due on the Loan, (y) defaults by any Credit Party under the Loan Documents, and/or (z) the unenforceability or lack of priority of any of the Loan DocumentsArticle 14.

Independent Evaluation. Buyer is a sophisticated investor knowledgeable about coal and Buyer’s decision to purchase the Loan and assume the Assigned Rights and Obligations pursuant to this Agreement is based upon Buyer’s own independent evaluation of the information made available by Sellermining business, and Buyer’s independent evaluation of Buyer has retained and taken advice concerning the Loan Documents, Loan File, CollateralPurchased Assets and the Fola Operations, and related information which the transactions contemplated hereby, from advisors and consultants who are knowledgeable about the mining business, and Buyer acknowledges is aware of its risks. Buyer and agrees Seller has its representatives have been afforded the opportunity to visit the Fola Operations and examine the Records and other materials made available to it by Seller and that Buyer has been or will be given the opportunity to inspect. Buyer has had or will have a reasonable opportunity to review and, Seller’s authorized representatives with respect to the extent Buyer deemed necessaryPurchased Assets, has examinedincluding files, or copies thereof used in the Loan Documents, ordinary course of Seller’s business and other information about the Loan File, Purchased Assets that Seller and the CollateralSeller’s authorized representatives have compiled or generated. In addition, Buyer hereby acknowledges and agrees that (i) it has received relied or shall rely on its own independent investigation and reviewed evaluation of the Purchased Assets or will have received Fola Operations, which investigation and reviewed evaluation was done by Buyer and its own legal, tax, economic, environmental, engineering, geological and geophysical advisors and not upon any statements, information or opinions of any Seller, (ii) it has satisfied or shall satisfy itself through its own due diligence as to its satisfaction all third-party reports or summaries the environmental and any financial physical condition of and contractual arrangements and other data matters affecting the Purchased Assets or Fola Operations, (iii) other than the representations and information relating to the Collateralwarranties made in this Agreement, the Loan and each Transaction Documents, in any applicable agreements or in any applicable conveyance instruments, neither Seller nor any representatives, consultants or advisors of the Credit Parties as it has determined to obtain. Buyer hereby further acknowledges and agrees that: Seller make or have made (a) Buyer has, independently and without reliance upon Seller or any of its agents or advisors, and based on such documents and information as Buyer has deemed appropriate, made Buyer’s own credit analysis and decision to purchase the Loan and Buyer hereby accepts responsibility therefor; (b) Seller has not provided to Buyer, and Buyer has not relied on upon) any representation or used in any way, any credit analysis of any Credit Party or any Collateral prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to the Loan prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to any of the Properties prepared by Seller or any of its agents or advisors; and (c) except as expressly provided to the contrary in this Agreement, any information provided to Buyer by Seller regarding the Loan, any Credit Party, or any collateral for the Loan is provided without any warranty or representationwarranty, express or implied, as at law or in equity, with respect to the Purchased Assets or Fola Operations; provided that nothing contained in this Section 5.5 shall impair Buyer’s right to rely upon, and enforce its accuracy rights and remedies with respect to, the representations or completeness. Buyer hereby further acknowledges and agrees that, except as expressly set forth warranties made in this Agreement, Seller has made no representations or warranties with respect to the Loan, the Loan Transaction Documents, in any Credit Party, the Loan File, the Collateral applicable agreements or in any other collateral relating thereto or any of them, and that Seller shall have no responsibility for: (i) the collectability of the Loan; (ii) the validity, enforceability or legal effect of any of the Loan Documents furnished or to be furnished to Seller in connection with the origination of any of the Loan; (iii) the validity, sufficiency, effectiveness or perfection of the liens created or to be created by the Loan Documents; (iv) the state of title to any Collateral; (v) the environmental condition of any Collateral or of any adjoining property, or any Credit Party or any of its affiliates’ compliance with any environmental laws, conditions, orders, decrees, rules or regulations, or any existing or potential environmental liability arising with respect to or relating to any Collateral; (vi) the compliance of any Collateral with any and all applicable laws, rules and regulations, including but not limited to zoning, subdivision, land use, housing, or handicapped accessibility laws, codes, rules or regulations; or (vii) the financial condition of any Credit Party; (viii) the organizational or ownership structure of any Credit Party. Buyer hereby assumes any and all risk of loss from and after the Closing Date in connection with: (x) the Loan from the failure or refusal of any Credit Party to pay interest, principal or other amounts due on the Loan, (y) defaults by any Credit Party under the Loan Documents, and/or (z) the unenforceability or lack of priority of any of the Loan Documentsconveyance instruments.

Independent Evaluation. Xxxxx has retained and taken advice concerning the Equity Interests and transactions herein from advisors and consultants who are knowledgeable about the oil and gas business and Buyer is a sophisticated investor aware of its risks. Prior to the Execution Date, Xxxxx has provided to Seller copies of all environmental assessments and Buyer’s decision to purchase the Loan and assume the Assigned Rights and Obligations pursuant to this Agreement is based upon Buyer’s own independent evaluation reports prepared in connection with its pre-Execution Date review of the information Acquired Companies’ properties. Xxxxx has been afforded the opportunity to examine the materials made available to it by Seller and Xxxxxx’s authorized representatives with respect to the Equity Interests (the “Background Materials”). The Background Materials include files, or copies thereof, that Seller has used in his normal course of business and other information about the Equity Interests or properties owned by the Acquired Companies, as applicable, that Seller and Seller’s authorized representatives have compiled or generated; provided, and Buyer’s independent evaluation of the Loan Documentshowever, Loan File, Collateral, and related information which that Buyer acknowledges and agrees that neither Seller nor any other Seller Indemnified Party has made available to it and that Buyer has been any representations or will be given the opportunity to inspect. Buyer has had or will have a reasonable opportunity to review and, to the extent Buyer deemed necessary, has examined, the Loan Documents, the Loan File, and the Collateral. In addition, Buyer hereby acknowledges and agrees that it has received and reviewed or will have received and reviewed to its satisfaction all third-party reports or summaries and any financial and other data and information relating to the Collateral, the Loan and each of the Credit Parties as it has determined to obtain. Buyer hereby further acknowledges and agrees that: (a) Buyer has, independently and without reliance upon Seller or any of its agents or advisors, and based on such documents and information as Buyer has deemed appropriate, made Buyer’s own credit analysis and decision to purchase the Loan and Buyer hereby accepts responsibility therefor; (b) Seller has not provided to Buyer, and Buyer has not relied on or used in any way, any credit analysis of any Credit Party or any Collateral prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to the Loan prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to any of the Properties prepared by Seller or any of its agents or advisors; and (c) except as expressly provided to the contrary in this Agreement, any information provided to Buyer by Seller regarding the Loan, any Credit Party, or any collateral for the Loan is provided without any warranty or representationwarranties, express or implied, written or oral, as to its the accuracy or completeness. Buyer hereby further acknowledges and agrees thatcompleteness of the Background Materials or, except as expressly set forth for the representations and warranties of Seller contained in this AgreementAgreement and in the Assignment of Membership Interests, Seller has made no representations or warranties with respect as to the Loan, the Loan Documents, any Credit Party, the Loan File, the Collateral or any other collateral information relating thereto to such properties or any of themthe Equity Interests, and that Seller shall have no responsibility for: (i) the collectability of the Loan; (ii) the validity, enforceability or legal effect of any of the Loan Documents furnished or to be furnished to Seller in connection with the origination Buyer or its representatives by or on behalf of Seller, including any of the Loan; (iii) the validity, sufficiency, effectiveness or perfection of the liens created or to be created by the Loan Documents; (iv) the state of title to any Collateral; (v) the environmental condition of any Collateral or of any adjoining property, or any Credit Party or any of its affiliates’ compliance with any environmental laws, conditions, orders, decrees, rules or regulations, or any existing or potential environmental liability arising estimate with respect to the value of the properties or reserves or any projections as to events that could or could not occur. In entering into this Agreement, Xxxxx acknowledges‌ and affirms that it has relied and will rely solely on the terms of this Agreement and upon its independent analysis, evaluation and investigation of, and judgment with respect to, the business, economic, legal, Tax or other consequences of this transaction including its own estimate and appraisal of the extent and value of the petroleum, natural gas and other reserves attributable to the properties owned by the Acquired Companies. Except as expressly provided in this Agreement and the Assignment of Membership Interests, neither Seller, Seller’s authorized representatives nor any other Seller Indemnified Party shall have any liability to Buyer or its Affiliates, agents, representatives or employees resulting from any use of, authorized or unauthorized, or reliance on, the Background Materials or other information relating to the properties owned by the Acquired Companies or the Equity Interests, as applicable, provided by or on behalf of Seller or any Collateral; (vi) the compliance of any Collateral with any and all applicable laws, rules and regulations, including but not limited to zoning, subdivision, land use, housing, or handicapped accessibility laws, codes, rules or regulations; or (vii) the financial condition of any Credit other Seller Indemnified Party; (viii) the organizational or ownership structure of any Credit Party. Buyer hereby assumes any and all risk of loss from and after the Closing Date in connection with: (x) the Loan from the failure or refusal of any Credit Party to pay interest, principal or other amounts due on the Loan, (y) defaults by any Credit Party under the Loan Documents, and/or (z) the unenforceability or lack of priority of any of the Loan Documents.

Independent Evaluation. Buyer is a sophisticated investor and Buyer’s decision to purchase the Loan and assume the Assigned Rights and Obligations pursuant to this Agreement is based upon Buyer’s own Xxxxx has made an independent evaluation of the information Property and acknowledges that Aera has made available by Seller, and Buyer’s independent evaluation no statements or representations concerning the present or future value of the Loan Documentsanticipated income, Loan Filecosts, Collateralor profits, if any, to be derived from the Property or the quantity and related quality of any oil and gas or other minerals that may be produced from the Property and THAT AERA DOES NOT IMPLIEDLY OR EXPRESSLY WARRANT DESCRIPTION, TITLE, VALUE, QUALITY, PHYSICAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTY), MERCHANTABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTIES OR THE XXXXX, EQUIPMENT, PIPELINES FACILITIES, OR OTHER PROPERTY LOCATED THEREON OR USED IN CONNECTION THEREWITH. Xxxxx further acknowledges that, in entering into this Agreement, it has relied solely upon its independent examination of the Property and public records relating to the Property and its independent estimates, computations, evaluations, reports and studies based thereon. All information which Buyer and data furnished to Xxxxx by Xxxx is believed to be accurate and correct to the best of Aera's knowledge without investigation; however, Aera makes no warranty or representation as to the accuracy or correctness of any information furnished to Xxxxx. Any reliance Xxxxx makes on such information is at Xxxxx'x sole risk. Xxxxx acknowledges that it is aware that accounting reports, files and agrees Seller has records made available to it Xxxxx during the Review Period specified in section 9 hereof or otherwise furnished to or made available to Xxxxx for review may not incorporate all revenue and that Buyer has been cost data up to and through the date of the accounting reports, files, records or will be given the opportunity to inspect. Buyer has had or will have a reasonable opportunity to review and, to the extent Buyer deemed necessary, has examined, the Loan Documents, the Loan Fileinformation provided, and the Collateral. In addition, Buyer hereby acknowledges further inquiry by Xxxxx may be required to obtain such revenue and agrees that it has received and reviewed or will have received and reviewed to its satisfaction all third-party reports or summaries and any financial and other data and information relating to the Collateral, the Loan and each of the Credit Parties as it has determined to obtain. Buyer hereby further acknowledges and agrees that: (a) Buyer has, independently and without reliance upon Seller or any of its agents or advisors, and based on such documents and information as Buyer has deemed appropriate, made Buyer’s own credit analysis and decision to purchase the Loan and Buyer hereby accepts responsibility therefor; (b) Seller has not provided to Buyer, and Buyer has not relied on or used in any way, any credit analysis of any Credit Party or any Collateral prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to the Loan prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to any of the Properties prepared by Seller or any of its agents or advisors; and (c) except as expressly provided to the contrary in this Agreement, any information provided to Buyer by Seller regarding the Loan, any Credit Party, or any collateral for the Loan is provided without any warranty or representation, express or implied, as to its accuracy or completeness. Buyer hereby further acknowledges and agrees that, except as expressly set forth in this Agreement, Seller has made no representations or warranties with respect to the Loan, the Loan Documents, any Credit Party, the Loan File, the Collateral or any other collateral relating thereto or any of them, and that Seller shall have no responsibility for: (i) the collectability of the Loan; (ii) the validity, enforceability or legal effect of any of the Loan Documents furnished or to be furnished to Seller in connection with the origination of any of the Loan; (iii) the validity, sufficiency, effectiveness or perfection of the liens created or to be created by the Loan Documents; (iv) the state of title to any Collateral; (v) the environmental condition of any Collateral or of any adjoining property, or any Credit Party or any of its affiliates’ compliance with any environmental laws, conditions, orders, decrees, rules or regulations, or any existing or potential environmental liability arising with respect to or relating to any Collateral; (vi) the compliance of any Collateral with any and all applicable laws, rules and regulations, including but not limited to zoning, subdivision, land use, housing, or handicapped accessibility laws, codes, rules or regulations; or (vii) the financial condition of any Credit Party; (viii) the organizational or ownership structure of any Credit Party. Buyer hereby assumes any and all risk of loss from and after the Closing Date in connection with: (x) the Loan from the failure or refusal of any Credit Party to pay interest, principal or other amounts due on the Loan, (y) defaults by any Credit Party under the Loan Documents, and/or (z) the unenforceability or lack of priority of any of the Loan Documentscost data.

Independent Evaluation. Buyer is a sophisticated investor and Buyer’s decision to purchase the Loan and assume the Assigned Rights and Obligations pursuant to this Agreement is based upon Buyer’s own has made an independent evaluation of the information made available by SellerAlaska Interests (including the Tangible Assets) and the Properties, and Buyer’s independent evaluation acknowledges that Sellers have made no statements or representations concerning the present or future value of the Loan Documentsanticipated income, Loan Filecosts or profits, Collateralif any, to be derived from the Properties or the Alaska Interests (including the Tangible Assets), or the quantity and quality of any Oil and Gas or other minerals, if any, that may be produced from the Alaska Interests and the Properties, and related information which that SELLERS DO NOT IMPLIEDLY OR EXPRESSLY WARRANT ANY DESCRIPTION, TITLE, VALUE, QUALITY OR PHYSICAL CONDITION OF THE ALASKA INTERESTS (INCLUDING THE TANGIBLE ASSETS) OR THE PROPERTIES (INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTIES), MERCHANTABILITY OR FITNESS FOR PURPOSE OF ANY OF THE ALASKA INTERESTS (INCLUDING THE TANGIBLE ASSETS) OR PROPERTIES, OR OTHER PERSONAL PROPERTY OR FIXTURES LOCATED THEREON OR USED IN CONNECTION THEREWITH. Buyer further acknowledges that, in entering into this Agreement, it has relied solely upon its independent examination of the Alaska Interests (including the Tangible Assets and the Properties) and the public records relating to the Alaska Interests (including the Tangible Assets and the Properties) and its independent estimates, computations, evaluations, reports, and studies based thereon. Buyer acknowledges and agrees Seller has made available to it and that Buyer has been or will be given the opportunity to inspect. Buyer has had or will have a reasonable opportunity to review and, to the extent Buyer deemed necessary, has examined, the Loan Documents, the Loan File, and the Collateral. In addition, Buyer hereby acknowledges and agrees that it has received and reviewed or will have received and reviewed to its satisfaction all third-party reports or summaries and any financial and other data and information relating to the Collateral, the Loan and each made such investigation of the Credit Parties Property Conditions as it has determined to obtain. Buyer hereby further acknowledges deems adequate, and agrees that: (a) Buyer has, independently shall rely solely upon its own investigation of such conditions and without reliance not upon Seller any statement or opinion by Sellers or any Associated Party of its agents Sellers or advisorsany Third Party. Except for representations in Section 16.1, and based Sellers shall not be responsible for any innocent or negligent misrepresentation or failure to investigate the Alaska Interests on such documents and information as Buyer has deemed appropriate, made Buyer’s own credit analysis and decision to purchase the Loan and Buyer hereby accepts responsibility therefor; (b) Seller has not provided to Buyer, and Buyer has not relied on or used in any waypart of Sellers, any credit analysis Associated Party of any Credit Party Sellers or any Collateral prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to the Loan prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to any of the Properties prepared by Seller or any of its agents or advisors; and (c) except as expressly provided to the contrary in this Agreement, any information provided to Buyer by Seller regarding the Loan, any Credit Third Party, or any collateral for the Loan is provided without any warranty or representation, express or implied, as to its accuracy or completeness. Buyer hereby further acknowledges and agrees that, except as expressly set forth in this Agreement, Seller has made no representations or warranties with respect to the Loan, the Loan Documents, any Credit Party, the Loan File, the Collateral or any other collateral relating thereto or any of them, and that Seller shall have no responsibility for: (i) the collectability of the Loan; (ii) the validity, enforceability or legal effect of any of the Loan Documents furnished or to be furnished to Seller in connection with the origination of any of the Loan; (iii) the validity, sufficiency, effectiveness or perfection of the liens created or to be created by the Loan Documents; (iv) the state of title to any Collateral; (v) the environmental condition of any Collateral or of any adjoining property, or any Credit Party or any of its affiliates’ compliance with any environmental laws, conditions, orders, decrees, rules or regulations, or any existing or potential environmental liability arising with respect to or relating to any Collateral; (vi) the compliance of any Collateral with any and all applicable laws, rules and regulations, including but not limited to zoning, subdivision, land use, housing, or handicapped accessibility laws, codes, rules or regulations; or (vii) the financial condition of any Credit Party; (viii) the organizational or ownership structure of any Credit Party. Buyer hereby assumes any and all risk of loss from and after the Closing Date in connection with: (x) the Loan from the failure or refusal of any Credit Party to pay interest, principal or other amounts due on the Loan, (y) defaults by any Credit Party under the Loan Documents, and/or (z) the unenforceability or lack of priority of any of the Loan Documents.

Independent Evaluation. Buyer has such knowledge, sophistication and experience in business and financial matters that Buyer is a sophisticated investor capable of evaluating the merits and Buyer’s decision to purchase the Loan and assume the Assigned Rights and Obligations pursuant to this Agreement is based upon Buyer’s own independent evaluation risks of the acquisition of the Assets and has so evaluated the merits and risks of such acquisition. Buyer is knowledgeable about the oil and gas business, and Buyer has retained and taken advice concerning the Assets and transactions herein from advisors and consultants which are knowledgeable about the oil and gas business, and Buyer is aware of its risks. Buyer has been afforded the opportunity to examine the Records and other materials made available to it by Sellers and Sellers’ authorized representatives with respect to the Assets (the “Background Materials”). The Background Materials include files, or copies thereof, that Sellers have used in its normal course of business and other information about the Assets that Sellers and Sellers’ authorized representatives have compiled or generated, all data and information made available by Sellerfor Buyer’s review in the data room for the transaction contemplated hereby, and Buyer’s independent evaluation of all information communicated to Buyer or its representatives in presentations, answers to questions or otherwise in the Loan Documentsdata room or otherwise in connection the transaction contemplated hereby; provided, Loan Filehowever, Collateral, and related information which Buyer acknowledges and agrees Seller has that neither Sellers nor any other Sellers Indemnified Parties have made available to it and that Buyer has been any representations or will be given the opportunity to inspect. Buyer has had or will have a reasonable opportunity to review and, to the extent Buyer deemed necessary, has examined, the Loan Documents, the Loan File, and the Collateral. In addition, Buyer hereby acknowledges and agrees that it has received and reviewed or will have received and reviewed to its satisfaction all third-party reports or summaries and any financial and other data and information relating to the Collateral, the Loan and each of the Credit Parties as it has determined to obtain. Buyer hereby further acknowledges and agrees that: (a) Buyer has, independently and without reliance upon Seller or any of its agents or advisors, and based on such documents and information as Buyer has deemed appropriate, made Buyer’s own credit analysis and decision to purchase the Loan and Buyer hereby accepts responsibility therefor; (b) Seller has not provided to Buyer, and Buyer has not relied on or used in any way, any credit analysis of any Credit Party or any Collateral prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to the Loan prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to any of the Properties prepared by Seller or any of its agents or advisors; and (c) except as expressly provided to the contrary in this Agreement, any information provided to Buyer by Seller regarding the Loan, any Credit Party, or any collateral for the Loan is provided without any warranty or representationwarranties, express or implied, written or oral, as to its the accuracy or completeness. Buyer hereby further acknowledges and agrees thatcompleteness of the Background Materials or, except as expressly set forth for the representations and warranties of Sellers contained in this Agreement, Seller has made no representations or warranties with respect as to any other information relating to the LoanAssets, the Loan Documents, any Credit Party, the Loan File, the Collateral or any other collateral relating thereto or any of them, and that Seller shall have no responsibility for: (i) the collectability of the Loan; (ii) the validity, enforceability or legal effect of any of the Loan Documents furnished or to be furnished to Seller in connection Buyer or its representatives by or on behalf of Sellers, including any estimate with respect to the origination of any value of the LoanAssets or reserves, the ability to obtain required permits, spacing orders including increased density spacing orders, exceptions or other approvals that may be necessary to develop the Assets, the spacing pattern that may apply to the Assets, the availability or adequacy of facilities or capacity for gathering, compressing, treating, transporting, storing or processing Hydrocarbons produced from the existing Xxxxx or any additional Xxxxx drilled on the Assets; (iii) whether adequate rights-of-way exist for facilities for gathering, compressing, treating, transporting, storing or processing Hydrocarbons that are included in the validity, sufficiency, effectiveness or perfection of the liens created or to be created by the Loan Documents; (iv) the state of title to any Collateral; (v) the environmental condition of any Collateral or of any adjoining propertyAssets, or any Credit Party projections as to events that could or could not occur. In entering into this Agreement, Buyer acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement and upon its independent analysis, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax or other consequences of this transaction including its own estimate and appraisal of the extent and value of the petroleum, natural gas and other reserves attributable to the Assets and the prices that may be received for Hydrocarbons produced therefrom. Buyer’s representatives have accessed the data room for the transaction contemplated hereby maintained by Sellers or Sellers’ representatives and have been given opportunities to examine the Records. Except as expressly provided in this Agreement, neither Sellers nor any other Sellers Indemnified Parties shall have any liability to Buyer or its Affiliates, agents, representatives or employees resulting from any use of, authorized or unauthorized, or reliance on, the Background Materials or other information relating to the Assets provided by or on behalf of Sellers or any of its affiliates’ compliance with any environmental laws, conditions, orders, decrees, rules or regulations, or any existing or potential environmental liability arising with respect to or relating to any Collateral; (vi) the compliance of any Collateral with any and all applicable laws, rules and regulations, including but not limited to zoning, subdivision, land use, housing, or handicapped accessibility laws, codes, rules or regulations; or (vii) the financial condition of any Credit Party; (viii) the organizational or ownership structure of any Credit Party. Buyer hereby assumes any and all risk of loss from and after the Closing Date in connection with: (x) the Loan from the failure or refusal of any Credit Party to pay interest, principal or other amounts due on the Loan, (y) defaults by any Credit Party under the Loan Documents, and/or (z) the unenforceability or lack of priority of any of the Loan Documents.Sellers Indemnified Parties

Independent Evaluation. Buyer has retained and taken advice concerning the Assets and transactions herein from advisors and consultants which are knowledgeable about the oil and gas business and Buyer is a sophisticated investor aware of its risks. Buyer has been afforded the opportunity to examine the Records and Buyer’s decision to purchase the Loan and assume the Assigned Rights and Obligations pursuant to this Agreement is based upon Buyer’s own independent evaluation of the information other materials made available to it by Seller and Seller’s authorized representatives with respect to the Assets (the “Background Materials”). The Background Materials include files, or copies thereof, that Seller has used in its normal course of business and Buyerother information about the Assets that Seller and Seller’s independent evaluation of the Loan Documentsauthorized representatives have compiled or generated; provided, Loan Filehowever, Collateral, and related information which that Buyer acknowledges and agrees that neither Seller nor any other Seller Indemnified Party has made available to it and that Buyer has been any representations or will be given the opportunity to inspect. Buyer has had or will have a reasonable opportunity to review and, to the extent Buyer deemed necessary, has examined, the Loan Documents, the Loan File, and the Collateral. In addition, Buyer hereby acknowledges and agrees that it has received and reviewed or will have received and reviewed to its satisfaction all third-party reports or summaries and any financial and other data and information relating to the Collateral, the Loan and each of the Credit Parties as it has determined to obtain. Buyer hereby further acknowledges and agrees that: (a) Buyer has, independently and without reliance upon Seller or any of its agents or advisors, and based on such documents and information as Buyer has deemed appropriate, made Buyer’s own credit analysis and decision to purchase the Loan and Buyer hereby accepts responsibility therefor; (b) Seller has not provided to Buyer, and Buyer has not relied on or used in any way, any credit analysis of any Credit Party or any Collateral prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to the Loan prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to any of the Properties prepared by Seller or any of its agents or advisors; and (c) except as expressly provided to the contrary in this Agreement, any information provided to Buyer by Seller regarding the Loan, any Credit Party, or any collateral for the Loan is provided without any warranty or representationwarranties, express or implied, written or oral, as to its the accuracy or completeness. Buyer hereby further acknowledges and agrees thatcompleteness of the Background Materials or, except as expressly set forth for the representations and warranties of Seller contained in this Agreement, Seller has made no representations or warranties with respect as to any other information relating to the LoanAssets, the Loan Documents, any Credit Party, the Loan File, the Collateral or any other collateral relating thereto or any of them, and that Seller shall have no responsibility for: (i) the collectability of the Loan; (ii) the validity, enforceability or legal effect of any of the Loan Documents furnished or to be furnished to Seller in connection with the origination Buyer or its representatives by or on behalf of Seller, including without limitation any of the Loan; (iii) the validity, sufficiency, effectiveness or perfection of the liens created or to be created by the Loan Documents; (iv) the state of title to any Collateral; (v) the environmental condition of any Collateral or of any adjoining property, or any Credit Party or any of its affiliates’ compliance with any environmental laws, conditions, orders, decrees, rules or regulations, or any existing or potential environmental liability arising estimate with respect to the value of the Properties or reserves or any projections as to events that could or could not occur. In entering into this Agreement, Buyer acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement and upon its independent analysis, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax or other consequences of this transaction including its own estimate and appraisal of the extent and value of the petroleum, natural gas and other reserves attributable to the Properties. Buyer’s representatives have visited the offices of Seller and have been given opportunities to examine the Records. Except as expressly provided in this Agreement, neither Seller, Seller’s authorized representatives nor any other Seller Indemnified Party shall have any liability to Buyer or its Affiliates, agents, representatives or employees resulting from any use of, authorized or unauthorized, or reliance on, the Background Materials or other information relating to the Assets provided by or on behalf of Seller or any Collateral; (vi) the compliance of any Collateral with any and all applicable laws, rules and regulations, including but not limited to zoning, subdivision, land use, housing, or handicapped accessibility laws, codes, rules or regulations; or (vii) the financial condition of any Credit other Seller Indemnified Party; (viii) the organizational or ownership structure of any Credit Party. Buyer hereby assumes any and all risk of loss from and after the Closing Date in connection with: (x) the Loan from the failure or refusal of any Credit Party to pay interest, principal or other amounts due on the Loan, (y) defaults by any Credit Party under the Loan Documents, and/or (z) the unenforceability or lack of priority of any of the Loan Documents.

Independent Evaluation. Buyer is a sophisticated investor knowledgeable about the oil and Buyergas business, and Buyer is aware of its risks. Buyer has been afforded the opportunity to examine the Records and other materials made available to it by Seller and Seller’s decision authorized representatives with respect to purchase the Loan Assets (the “Background Materials”). The Background Materials include files, or copies thereof, that Seller has used in its normal course of business and assume other information about the Assigned Rights Assets that Seller and Obligations pursuant to this Agreement is based upon BuyerSeller’s own independent evaluation of the authorized representatives have compiled or generated, all data and information made available by Sellerfor Buyer’s review in the data room for the transactions contemplated hereby, and Buyer’s independent evaluation of all information communicated to Buyer or its representatives in presentations, answers to questions or otherwise in the Loan Documentsdata room or otherwise in connection with the transactions contemplated hereby; provided, Loan Filehowever, Collateral, and related information which Buyer acknowledges and agrees that neither Seller nor any other Seller Indemnified Party has made available to it and that Buyer has been any representations or will be given the opportunity to inspect. Buyer has had or will have a reasonable opportunity to review and, to the extent Buyer deemed necessary, has examined, the Loan Documents, the Loan File, and the Collateral. In addition, Buyer hereby acknowledges and agrees that it has received and reviewed or will have received and reviewed to its satisfaction all third-party reports or summaries and any financial and other data and information relating to the Collateral, the Loan and each of the Credit Parties as it has determined to obtain. Buyer hereby further acknowledges and agrees that: (a) Buyer has, independently and without reliance upon Seller or any of its agents or advisors, and based on such documents and information as Buyer has deemed appropriate, made Buyer’s own credit analysis and decision to purchase the Loan and Buyer hereby accepts responsibility therefor; (b) Seller has not provided to Buyer, and Buyer has not relied on or used in any way, any credit analysis of any Credit Party or any Collateral prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to the Loan prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to any of the Properties prepared by Seller or any of its agents or advisors; and (c) except as expressly provided to the contrary in this Agreement, any information provided to Buyer by Seller regarding the Loan, any Credit Party, or any collateral for the Loan is provided without any warranty or representationwarranties, express or implied, written or oral, as to its the accuracy or completeness. Buyer hereby further acknowledges and agrees thatcompleteness of the Background Materials or, except as expressly set forth for the representations and warranties of Seller contained in this Agreement, Seller has made no representations or warranties with respect as to any other information relating to the LoanAssets, the Loan Documents, any Credit Party, the Loan File, the Collateral or any other collateral relating thereto or any of them, and that Seller shall have no responsibility for: (i) the collectability of the Loan; (ii) the validity, enforceability or legal effect of any of the Loan Documents furnished or to be furnished to Seller in connection Buyer or its representatives by or on behalf of Seller, including any estimate with respect to the origination of any value of the LoanAssets or reserves, the ability to obtain required permits, spacing orders including increased density spacing orders, exceptions or other approvals that may be necessary to develop the Assets, the spacing pattern that may apply to the Assets, the availability or adequacy of facilities or capacity for gathering, compressing, treating, transporting, storing or processing Hydrocarbons produced from the Xxxxx or any additional xxxxx drilled on the Assets; (iii) whether adequate rights-of-way exist for facilities for gathering, compressing, treating, transporting, storing or processing Hydrocarbons that are included in the validity, sufficiency, effectiveness or perfection of the liens created or to be created by the Loan Documents; (iv) the state of title to any Collateral; (v) the environmental condition of any Collateral or of any adjoining propertyAssets, or any Credit Party projections as to events that could or any could not occur. In entering into this Agreement, Buyer acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement and upon its affiliates’ compliance with any environmental lawsindependent analysis, conditionsevaluation and investigation of, orders, decrees, rules or regulations, or any existing or potential environmental liability arising and judgment with respect to or relating to any Collateral; (vi) to, the compliance of any Collateral with any and all applicable lawsbusiness, rules and regulationseconomic, including but not limited to zoninglegal, subdivision, land use, housing, or handicapped accessibility laws, codes, rules or regulations; or (vii) the financial condition of any Credit Party; (viii) the organizational or ownership structure of any Credit Party. Buyer hereby assumes any and all risk of loss from and after the Closing Date in connection with: (x) the Loan from the failure or refusal of any Credit Party to pay interest, principal tax or other amounts due on the Loan, (y) defaults by any Credit Party under the Loan Documents, and/or (z) the unenforceability or lack consequences of priority of any this transaction including its own estimate and appraisal of the Loan Documents.extent and value of the petroleum, natural gas and other reserves attributable to the Assets and the prices that may be received for Hydrocarbons produced

Independent Evaluation. Buyer has retained and taken advice concerning the LLC Interests, the business and assets of CVGG and the transactions contemplated hereby from advisors and consultants which are knowledgeable about the natural gas gathering and processing business and Buyer is a sophisticated investor aware of its risks. Buyer has been afforded the opportunity to examine Seller’s records and Buyer’s decision to purchase the Loan and assume the Assigned Rights and Obligations pursuant to this Agreement is based upon Buyer’s own independent evaluation of the information other materials made available to it by Seller and Seller’s authorized representatives with respect to the LLC Interests and the business and assets of CVGG (the “Background Materials”). The Background Materials include files, or copies thereof, that Seller has used in its normal course of business and Buyerother information about the LLC Interests and the business and assets of CVGG that Seller and Seller’s independent evaluation of the Loan Documentsauthorized representatives have compiled or generated; provided, Loan Filehowever, Collateral, and related information which that Buyer acknowledges and agrees that neither Seller nor any other Seller Indemnified Party has made available to it and that Buyer has been any representations or will be given the opportunity to inspect. Buyer has had or will have a reasonable opportunity to review and, to the extent Buyer deemed necessary, has examined, the Loan Documents, the Loan File, and the Collateral. In addition, Buyer hereby acknowledges and agrees that it has received and reviewed or will have received and reviewed to its satisfaction all third-party reports or summaries and any financial and other data and information relating to the Collateral, the Loan and each of the Credit Parties as it has determined to obtain. Buyer hereby further acknowledges and agrees that: (a) Buyer has, independently and without reliance upon Seller or any of its agents or advisors, and based on such documents and information as Buyer has deemed appropriate, made Buyer’s own credit analysis and decision to purchase the Loan and Buyer hereby accepts responsibility therefor; (b) Seller has not provided to Buyer, and Buyer has not relied on or used in any way, any credit analysis of any Credit Party or any Collateral prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to the Loan prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to any of the Properties prepared by Seller or any of its agents or advisors; and (c) except as expressly provided to the contrary in this Agreement, any information provided to Buyer by Seller regarding the Loan, any Credit Party, or any collateral for the Loan is provided without any warranty or representationwarranties, express or implied, written or oral, as to its the accuracy or completeness. Buyer hereby further acknowledges and agrees thatcompleteness of the Background Materials or, except as expressly set forth for the representations and warranties of Seller contained in this Agreement, Seller has made no representations or warranties with respect as to any other information relating to the LoanLLC Interests and the business and assets of CVGG, the Loan Documents, any Credit Party, the Loan File, the Collateral or any other collateral relating thereto or any of them, and that Seller shall have no responsibility for: (i) the collectability of the Loan; (ii) the validity, enforceability or legal effect of any of the Loan Documents furnished or to be furnished to Seller in connection with the origination Buyer or its representatives by or on behalf of Seller, including without limitation any of the Loan; (iii) the validity, sufficiency, effectiveness or perfection of the liens created or to be created by the Loan Documents; (iv) the state of title to any Collateral; (v) the environmental condition of any Collateral or of any adjoining property, or any Credit Party or any of its affiliates’ compliance with any environmental laws, conditions, orders, decrees, rules or regulations, or any existing or potential environmental liability arising estimate with respect to the value of the LLC Interests and the business and assets of CVGG. In entering into this Agreement, Buyer acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement and upon its independent analysis, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax or other consequences of this transaction. Buyer’s representatives have visited the offices of Seller and have been given opportunities to examine the Background Materials. Except as expressly provided in this Agreement, neither Seller, Seller’s authorized representatives nor any other Seller Indemnified Party shall have any liability to Buyer or its Affiliates, agents, representatives or employees resulting from any use, authorized or unauthorized, of the Background Materials or other information relating to the LLC Interests and the business and assets of CVGG provided by or on behalf of Seller or any Collateral; (vi) the compliance of any Collateral with any and all applicable laws, rules and regulations, including but not limited to zoning, subdivision, land use, housing, or handicapped accessibility laws, codes, rules or regulations; or (vii) the financial condition of any Credit other Seller Indemnified Party; (viii) the organizational or ownership structure of any Credit Party. Buyer hereby assumes any and all risk of loss from and after the Closing Date in connection with: (x) the Loan from the failure or refusal of any Credit Party to pay interest, principal or other amounts due on the Loan, (y) defaults by any Credit Party under the Loan Documents, and/or (z) the unenforceability or lack of priority of any of the Loan Documents.