Common use of Non-Reliance on Agent and Other Banks Clause in Contracts

Non-Reliance on Agent and Other Banks. (a) Each Bank agrees that it has, independently and without reliance on the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Borrower and decision to enter into this Agreement and that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under the Loan Documents. (b) At the request of any Bank, Fleet shall provide it with copies of any audit undertaken by it under this Agreement, and each Bank acknowledges that any statements, written or oral, as to the financial condition or creditworthiness of the Borrower, the value or composition of the Collateral or any related matters made by the Borrower or Fleet in anticipation of the restatement of this Agreement or made on or after -95- 103 the date of such restatement, including any audits or reviews of Borrowing Base Reports and Supporting Documents, are and shall be based on documents and material made available to Fleet by the Borrower and Persons affiliated with it or acting on its behalf and, accordingly, the accuracy, completeness and thoroughness of such documents and materials and the conclusions drawn therefrom are the sole responsibility of the Borrower and persons acting on its behalf. Any past or future review of these materials was and shall be undertaken by Fleet for its own benefit and internal use as a Bank, and any characterization of or conclusions drawn from such materials were, are or shall be shared with other Banks solely as a courtesy. Fleet disclaims any responsibility or liability, express or implied, for the data set forth in, any characterization of or any conclusions drawn such data as to the financial condition or credit analysis of the Borrower or any other Loan Party, the value or composition of the Collateral and any appraisal of it or any other matter. (c) The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of the Loan Documents or any other document referred to or provided for in the Loan Documents, or to inspect the properties or books of the Borrower. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent under the Loan Documents, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of the Borrower which may come into the possession of the Agent or any of its Affiliates.

Non-Reliance on Agent and Other Banks. (a) Each Bank agrees expressly acknowledges that neither the Agents nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it 125 -119- and that no act by any Agent hereinafter taken, including any review of the affairs of any Credit Party or any Subsidiary of a Credit Party, shall be deemed to constitute any representation or warranty by such Agent to any Bank. Each Bank represents to each Agent that it has, independently and without reliance on the upon such Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Credit Parties and their respective Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement and the other agreements contemplated hereby. Each Bank also represents that it will, independently and without reliance upon the any Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit analysis, appraisals and decisions in taking or not taking action under the Loan Documents. (b) At the request of any Bank, Fleet shall provide it with copies of any audit undertaken by it under this Agreement, and each Bank acknowledges that any statements, written or oral, to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial condition or and other conditions, prospects and creditworthiness of the Borrower, the value or composition of the Collateral or any related matters made by the Borrower or Fleet in anticipation of the restatement of this Agreement or made on or after -95- 103 the date of such restatement, including any audits or reviews of Borrowing Base Reports Credit Parties and Supporting Documents, are and shall be based on documents and material made available to Fleet by the Borrower and Persons affiliated with it or acting on its behalf and, accordingly, the accuracy, completeness and thoroughness of such documents and materials and the conclusions drawn therefrom are the sole responsibility of the Borrower and persons acting on its behalf. Any past or future review of these materials was and shall be undertaken by Fleet for its own benefit and internal use as a Bank, and any characterization of or conclusions drawn from such materials were, are or shall be shared with other Banks solely as a courtesy. Fleet disclaims any responsibility or liability, express or implied, for the data set forth in, any characterization of or any conclusions drawn such data as to the financial condition or credit analysis of the Borrower or any other Loan Party, the value or composition of the Collateral and any appraisal of it or any other matter. (c) The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of the Loan Documents or any other document referred to or provided for in the Loan Documents, or to inspect the properties or books of the Borrowertheir respective Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Administrative Agent under the Loan Documentshereunder, the no Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairsbusiness, operations, assets, property, financial condition and other conditions, prospects or business creditworthiness of the Borrower Credit Parties or any of their respective Subsidiaries which may come into the possession of the such Agent or any of its Affiliatesofficers, directors, employees, agents, attorneys-in-fact or affiliates. Neither of the Agents nor any Bank shall be deemed to be a fiduciary or have any fiduciary duty to any other Bank or any Credit Party.

Non-Reliance on Agent and Other Banks. (a) Each Bank agrees expressly ------------------------------------- acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdings or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Bank. Each Bank represents to the Agent that it has, independently and without reliance on upon the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the Borrower business, assets, operations, property, financial and other condition, prospects and creditworthiness of Holdings and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Bank also represents that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit analysis, appraisals and decisions in taking or not taking action under the Loan Documents. (b) At the request of any Bank, Fleet shall provide it with copies of any audit undertaken by it under this Agreement, and each Bank acknowledges that any statements, written or oral, to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial condition or creditworthiness of the Borrower, the value or composition of the Collateral or any related matters made by the Borrower or Fleet in anticipation of the restatement of this Agreement or made on or after -95- 103 the date of such restatement, including any audits or reviews of Borrowing Base Reports and Supporting Documents, are and shall be based on documents and material made available to Fleet by the Borrower and Persons affiliated with it or acting on its behalf and, accordingly, the accuracy, completeness and thoroughness of such documents and materials and the conclusions drawn therefrom are the sole responsibility of the Borrower and persons acting on its behalf. Any past or future review of these materials was and shall be undertaken by Fleet for its own benefit and internal use as a Bank, and any characterization of or conclusions drawn from such materials were, are or shall be shared with other Banks solely as a courtesy. Fleet disclaims any responsibility or liability, express or implied, for the data set forth in, any characterization of or any conclusions drawn such data as to the financial condition or credit analysis of the Borrower or any other Loan Party, the value or composition of the Collateral and any appraisal of it or any other matter. (c) The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of the Loan Documents or any other document referred to or provided for in the Loan Documents, or to inspect the properties or books of the Borrower. Except for notices, reports and other documents condition, prospects and information expressly required to be furnished to the Banks by the Agent under the Loan Documents, the credit worthiness of Holdings and its Subsidiaries. The Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairsbusiness, operations, assets, property, financial condition and other condition, prospects or business creditworthiness of the Borrower Holdings or any of its Subsidiaries which may come into the possession of the Agent or any of its Affiliatesofficers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agent and Other Banks. (a) Each Bank agrees that it has, independently and without reliance on the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Borrower Borrowers and their respective Subsidiaries and decision to enter into this Agreement and that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under the Loan Documents. (b) At the request of any Bank, Fleet shall provide it with copies of any audit undertaken by it under this Agreement, and each Bank acknowledges that any statements, written or oral, as to the financial condition or creditworthiness of the Borrower, the value or composition of the Collateral or any related matters made by the Borrower or Fleet in anticipation of the restatement of this Agreement or made on or after -95- 103 the date of such restatement, including any audits or reviews of Borrowing Base Reports and Supporting Documents, are and shall be based on documents and material made available to Fleet by the Borrower and Persons affiliated with it or acting on its behalf and, accordingly, the accuracy, completeness and thoroughness of such documents and materials and the conclusions drawn therefrom are the sole responsibility of the Borrower and persons acting on its behalf. Any past or future review of these materials was and shall be undertaken by Fleet for its own benefit and internal use as a Bank, and any characterization of or conclusions drawn from such materials were, are or shall be shared with other Banks solely as a courtesy. Fleet disclaims any responsibility or liability, express or implied, for the data set forth in, any characterization of or any conclusions drawn such data as to the financial condition or credit analysis of the Borrower or any other Loan Party, the value or composition of the Collateral and any appraisal of it or any other matter. (c) Facility Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower Borrowers of the Loan Documents this Agreement or any other Facility Document or any other document referred to or provided for in the Loan Documents, herein or therein or to inspect the properties or books of the BorrowerBorrowers or any of their respective Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent under the Loan Documentshereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of the Borrower Borrowers or any of their respective Subsidiaries (or any of their Affiliates) which may come into the possession of the Agent or any of its Affiliatesaffiliates. Each Bank may inform the Agent if it has good reason to believe that any Borrower is not in compliance with the terms of this Agreement or wishes to advise the Agent as to facts which come to its knowledge relating to the business or affairs of the Borrowers. The Agent shall not be required to file this Agreement, any other Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. (a) Each Bank agrees expressly ------------------------------------- acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdings or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Bank. Each Bank represents to the Agent that it has, independently and without reliance on upon the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the Borrower business, assets, operations, property, financial and other condition, prospects and creditworthiness of Holdings and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Bank also represents that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit analysis, appraisals and decisions in taking or not taking action under the Loan Documents. (b) At the request of any Bank, Fleet shall provide it with copies of any audit undertaken by it under this Agreement, and each Bank acknowledges that any statements, written or oral, to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial condition or creditworthiness of the Borrower, the value or composition of the Collateral or any related matters made by the Borrower or Fleet in anticipation of the restatement of this Agreement or made on or after -95- 103 the date of such restatement, including any audits or reviews of Borrowing Base Reports and Supporting Documents, are and shall be based on documents and material made available to Fleet by the Borrower and Persons affiliated with it or acting on its behalf and, accordingly, the accuracy, completeness and thoroughness of such documents and materials and the conclusions drawn therefrom are the sole responsibility of the Borrower and persons acting on its behalf. Any past or future review of these materials was and shall be undertaken by Fleet for its own benefit and internal use as a Bank, and any characterization of or conclusions drawn from such materials were, are or shall be shared with other Banks solely as a courtesy. Fleet disclaims any responsibility or liability, express or implied, for the data set forth in, any characterization of or any conclusions drawn such data as to the financial condition or credit analysis of the Borrower or any other Loan Party, the value or composition of the Collateral and any appraisal of it or any other matter. (c) The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of the Loan Documents or any other document referred to or provided for in the Loan Documents, or to inspect the properties or books of the Borrower. Except for notices, reports and other documents condition, prospects and information expressly required to be furnished to the Banks by the Agent under the Loan Documents, the credit worthiness of Holdings and its Subsidiaries. The Agent shall not have any duty or responsibility respon sibility to provide any Bank with any credit or other information concerning the affairsbusiness, operations, assets, property, financial condition and other condition, prospects or business creditworthiness of the Borrower Holdings or any of its Subsidiaries which may come into the possession of the Agent or any of its Affiliatesofficers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agent and Other Banks. (a) Each Bank agrees expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of the Borrower or any Subsidiary of the Borrower, shall be deemed to constitute any representation or warranty by the Agent to any Bank. Each Bank represents to the Agent that it has, independently and without reliance on upon the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement and the other agreements contemplated hereby. Each Bank also represents that it will, independently and without reliance upon the 106 Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit analysis, appraisals and decisions in taking or not taking action under the Loan Documents. (b) At the request of any Bank, Fleet shall provide it with copies of any audit undertaken by it under this Agreement, and each Bank acknowledges that any statements, written or oral, to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial condition or and other conditions, prospects and creditworthiness of the Borrower, the value or composition of the Collateral or any related matters made by the Borrower or Fleet in anticipation of the restatement of this Agreement or made on or after -95- 103 the date of such restatement, including any audits or reviews of Borrowing Base Reports and Supporting Documents, are and shall be based on documents and material made available to Fleet by the Borrower and Persons affiliated with it or acting on its behalf and, accordingly, the accuracy, completeness and thoroughness of such documents and materials and the conclusions drawn therefrom are the sole responsibility of the Borrower and persons acting on its behalf. Any past or future review of these materials was and shall be undertaken by Fleet for its own benefit and internal use as a Bank, and any characterization of or conclusions drawn from such materials were, are or shall be shared with other Banks solely as a courtesy. Fleet disclaims any responsibility or liability, express or implied, for the data set forth in, any characterization of or any conclusions drawn such data as to the financial condition or credit analysis of the Borrower or any other Loan Party, the value or composition of the Collateral and any appraisal of it or any other matter. (c) The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of the Loan Documents or any other document referred to or provided for in the Loan Documents, or to inspect the properties or books of the BorrowerSubsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent under the Loan Documentshereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairsbusiness, operations, assets, property, financial condition and other conditions, prospects or business creditworthiness of the Borrower or any of its Subsidiaries which may come into the possession of the Agent or any of its Affiliatesofficers, directors, employees, agents, attorneys-in-fact or affiliates. Neither the Agent nor any Bank shall be deemed to be a fiduciary or have any fiduciary duty to any other Bank or Credit Party.

Non-Reliance on Agent and Other Banks. (a) Each Bank agrees Lender represents that it has, independently and without reliance on the Administrative Agent or any other BankLender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of the Borrower financial condition and affairs of the Borrowers and decision to enter into this Credit Agreement and the other Loan Documents and agrees that it will, independently and without reliance upon the Administrative Agent or any other BankLender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis appraisals and decisions in taking or not taking action under the Loan Documents. (b) At the request of any Bank, Fleet shall provide it with copies of any audit undertaken by it under this Agreement, and each Bank acknowledges that any statements, written or oral, as to the financial condition or creditworthiness of the Borrower, the value or composition of the Collateral or any related matters made by the Borrower or Fleet in anticipation of the restatement of this Credit Agreement or made on or after -95- 103 the date of such restatement, including any audits or reviews of Borrowing Base Reports and Supporting Documents, are and shall be based on documents and material made available to Fleet by the Borrower and Persons affiliated with it or acting on its behalf and, accordingly, the accuracy, completeness and thoroughness of such documents and materials and the conclusions drawn therefrom are the sole responsibility of the Borrower and persons acting on its behalf. Any past or future review of these materials was and shall be undertaken by Fleet for its own benefit and internal use as a Bank, and any characterization of or conclusions drawn from such materials were, are or shall be shared with other Banks solely as a courtesy. Fleet disclaims any responsibility or liability, express or implied, for the data set forth in, any characterization of or any conclusions drawn such data as to the financial condition or credit analysis of the Borrower or any other Loan Party, the value or composition of the Collateral and any appraisal of it or any other matter. (c) Document. The Administrative Agent shall not be required to keep itself informed as to the performance or observance by the Borrower Borrowers of this Credit Agreement, the other Loan Documents or any other document referred to or provided for in the Loan Documentsherein or therein or by any other Person of any other agreement or to make inquiry of, or to inspect the properties or books of the Borrowerof, any Person. Except for notices, reports and other documents and information expressly required to be furnished to the Banks Lenders by the Administrative Agent under the Loan Documentshereunder, the Administrative Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the affairs, financial condition or business of the Borrower any person which may come into the possession of the Administrative Agent or any of its Affiliatesaffiliates. Each Lender shall have access to all documents relating to the Administrative Agent's performance of its duties hereunder at such Lender's request. Unless any Lender shall promptly object to any action taken by the Administrative Agent hereunder (other than actions to which the provisions of SECTION 27 are applicable and other than actions which constitute gross negligence or willful misconduct by the Administrative Agent), such Lender shall conclusively be presumed to have approved the same.

Non-Reliance on Agent and Other Banks. (a) Each Bank agrees expressly -------------------------------------- acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of Holdings or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Bank. Each Bank represents to the Agent that it has, independently and without reliance on upon the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the Borrower business, assets, operations, property, financial and other condition, prospects and creditworthiness of Holdings and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Bank also represents that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit analysis, appraisals and decisions in taking or not taking action under the Loan Documents. (b) At the request of any Bank, Fleet shall provide it with copies of any audit undertaken by it under this Agreement, and each Bank acknowledges that any statements, written or oral, to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial condition or and other condition, prospects and creditworthiness of the Borrower, the value or composition of the Collateral or any related matters made by the Borrower or Fleet in anticipation of the restatement of this Agreement or made on or after -95- 103 the date of such restatement, including any audits or reviews of Borrowing Base Reports Holdings and Supporting Documents, are and shall be based on documents and material made available to Fleet by the Borrower and Persons affiliated with it or acting on its behalf and, accordingly, the accuracy, completeness and thoroughness of such documents and materials and the conclusions drawn therefrom are the sole responsibility of the Borrower and persons acting on its behalfSubsidiaries. Any past or future review of these materials was and shall be undertaken by Fleet for its own benefit and internal use as a Bank, and any characterization of or conclusions drawn from such materials were, are or shall be shared with other Banks solely as a courtesy. Fleet disclaims any responsibility or liability, express or implied, for the data set forth in, any characterization of or any conclusions drawn such data as to the financial condition or credit analysis of the Borrower or any other Loan Party, the value or composition of the Collateral and any appraisal of it or any other matter. (c) The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of the Loan Documents or any other document referred to or provided for in the Loan Documents, or to inspect the properties or books of the Borrower. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent under the Loan Documents, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairsbusiness, operations, assets, property, financial condition and other condition, prospects or business creditworthiness of the Borrower Holdings or any of its Subsidiaries which may come into the possession of the Agent or any of its Affiliatesofficers, directors, employees, agents, attorneys-in-fact or affiliates.

Non-Reliance on Agent and Other Banks. (a) Each Bank agrees expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys‑in‑fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of the Borrower and/or any other party to the Loan Documents, shall be deemed to constitute any representation or warranty by the Agent to any Bank. Each Bank represents to the Agent that it has, independently and without reliance on upon the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and made its own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Bank also represents that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents. (b) At the request of any Bank, Fleet shall provide it with copies of any audit undertaken by it under this Agreement, and each Bank acknowledges that any statements, written or oral, to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition or and creditworthiness of the Borrower, the value or composition of the Collateral or any related matters made by the Borrower or Fleet in anticipation of the restatement of this Agreement or made on or after -95- 103 the date of such restatement, including any audits or reviews of Borrowing Base Reports and Supporting Documents, are and shall be based on documents and material made available to Fleet by the Borrower and Persons affiliated with it or acting on its behalf and, accordingly, the accuracy, completeness and thoroughness of such documents and materials and the conclusions drawn therefrom are the sole responsibility of the Borrower and persons acting on its behalf. Any past or future review of these materials was the other parties to the Loan Documents and shall be undertaken by Fleet for made its own benefit decision to make the Loans hereunder, issue and/or participate in Letters of Credit and internal use as enter into this Agreement and each other Loan Document to which it is a party. Each Bank also represents that it will, independently and without reliance upon the Agent or any other Bank, and any characterization of based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or conclusions drawn from not taking action under this Agreement and the other Loan Documents, and to make such materials were, are or shall be shared with other Banks solely investigation as a courtesy. Fleet disclaims any responsibility or liability, express or implied, for the data set forth in, any characterization of or any conclusions drawn such data it deems necessary to inform itself as to the business, operations, property, financial and other condition or credit analysis and creditworthiness of the Borrower or any and the other Loan Party, the value or composition of the Collateral and any appraisal of it or any other matter. (c) The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of the Loan Documents or any other document referred to or provided for in the Loan Documents, or to inspect the properties or books of the BorrowerParties. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent under the Loan Documentshereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning 74 the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of the Borrower or any other party to the Loan Documents which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys‑in‑fact or Affiliates.

Non-Reliance on Agent and Other Banks. (a) Each Bank agrees expressly ------------------------------------- acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Agent to any Bank. Each Bank represents to the Agent that it has, independently and without reliance on upon the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and made its own decision to make its Loans hereunder and enter into this Agreement and Agreement. Each Bank also represents that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents. (b) At the request of any Bank, Fleet shall provide it with copies of any audit undertaken by it under this Agreement, and each Bank acknowledges that any statements, written or oral, to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition or and creditworthiness of the Borrower, the value or composition of the Collateral or any related matters made by the Borrower or Fleet in anticipation of the restatement of this Agreement or made on or after -95- 103 the date of such restatement, including any audits or reviews of Borrowing Base Reports and Supporting Documents, are and shall be based on documents and material made available to Fleet by the Borrower and Persons affiliated with it or acting on its behalf and, accordingly, the accuracy, completeness and thoroughness of such documents and materials and the conclusions drawn therefrom are the sole responsibility of the Borrower and persons acting on its behalf. Any past or future review of these materials was and shall be undertaken by Fleet for its own benefit and internal use as a Bank, and any characterization of or conclusions drawn from such materials were, are or shall be shared with other Banks solely as a courtesy. Fleet disclaims any responsibility or liability, express or implied, for the data set forth in, any characterization of or any conclusions drawn such data as to the financial condition or credit analysis of the Borrower or any other Loan Party, the value or composition of the Collateral and any appraisal of it or any other matter. (c) The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of the Loan Documents or any other document referred to or provided for in the Loan Documents, or to inspect the properties or books of the Borrower. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent under the Loan Documentshereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairsbusiness, operations, property, condition (financial condition or business otherwise), prospects or creditworthiness of the Borrower or its Subsidiaries which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Agent and Other Banks. (a) Each Bank agrees that it has, independently and without reliance on the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of each of the Borrower Borrowers and decision to enter into this Agreement and that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement, the Security Documents or the other Loan Documents. (b) At the request of any Bank, Fleet shall provide it with copies of any audit undertaken by it under this Agreement, and each Each Bank acknowledges that any statements, written or oral, as to the financial condition or creditworthiness credit worthiness of any of the Borrower, Borrowers or any of their Affiliates or the value or composition of the Collateral or collateral, and any related matters made by any of the Borrower Borrowers or any of their Affiliates or Fleet in anticipation of the restatement closing of the transactions contemplated by this Agreement or made on or after -95- 103 the date of such restatementthis Agreement, including including, without limitation, any audits or reviews of Borrowing Base Reports and Supporting Documents, are and shall be based on documents and material made available to Fleet by any of the Borrower Borrowers and Persons affiliated with it or acting on its their behalf and, accordingly, the accuracy, accuracy and completeness and thoroughness of such documents and materials and the conclusions drawn therefrom are the sole responsibility of the Borrower Borrowers and persons acting on its their behalf. Any past or future review of these materials was and shall be undertaken by Fleet for its own benefit and internal use as a BankBank hereunder, and any characterization of thereof, or conclusions drawn from such materials weretherefrom if any, were or are or shall be shared with other Banks solely as a courtesy. Fleet disclaims any responsibility or liability, express or implied, for the data set forth intherein, and any characterization of of, or any conclusions drawn by and from, such data as to the financial condition or credit analysis of any of the Borrower Borrowers or any other Loan Party, the value or composition of the Collateral and any appraisal of it it, or any other matter. (c) The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower any of the Borrowers of this Agreement, the Security Documents or the other Loan Documents or any other document referred to or provided for in the Loan Documents, herein or therein or to inspect the properties or books of any of the BorrowerBorrowers. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunder or under the Security Documents, or the other Loan Documents, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of any of the Borrower Borrowers, which may come into the possession of the Agent or any of its Affiliates.

Non-Reliance on Agent and Other Banks. (a) Each Bank agrees Lender represents that it has, independently and without reliance on the Administrative Agent or any other BankLender, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of the Borrower financial condition and affairs of the Borrowers and decision to enter into this Credit Agreement and the other Loan Documents and agrees that it will, independently and without reliance upon the Administrative Agent or any other BankLender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis appraisals and decisions in taking or not taking action under the Loan Documents. (b) At the request of any Bank, Fleet shall provide it with copies of any audit undertaken by it under this Agreement, and each Bank acknowledges that any statements, written or oral, as to the financial condition or creditworthiness of the Borrower, the value or composition of the Collateral or any related matters made by the Borrower or Fleet in anticipation of the restatement of this Credit Agreement or made on or after -95- 103 the date of such restatement, including any audits or reviews of Borrowing Base Reports and Supporting Documents, are and shall be based on documents and material made available to Fleet by the Borrower and Persons affiliated with it or acting on its behalf and, accordingly, the accuracy, completeness and thoroughness of such documents and materials and the conclusions drawn therefrom are the sole responsibility of the Borrower and persons acting on its behalf. Any past or future review of these materials was and shall be undertaken by Fleet for its own benefit and internal use as a Bank, and any characterization of or conclusions drawn from such materials were, are or shall be shared with other Banks solely as a courtesy. Fleet disclaims any responsibility or liability, express or implied, for the data set forth in, any characterization of or any conclusions drawn such data as to the financial condition or credit analysis of the Borrower or any other Loan Party, the value or composition of the Collateral and any appraisal of it or any other matter. (c) Document. The Administrative Agent shall not be required to keep itself informed as to the performance or observance by the Borrower Borrowers of this Credit Agreement, the other Loan Documents or any other document referred to or provided for in the Loan Documentsherein or therein or by any other Person of any other agreement or to make inquiry of, or to inspect the properties or books of the Borrowerof, any Person. Except for notices, reports and other documents and information expressly required to be furnished to the Banks Lenders by the Administrative Agent under the Loan Documentshereunder, the Administrative Agent shall not have any duty or responsibility to provide any Bank Lender with any credit or other information concerning the affairs, financial condition or business of the Borrower any person which may come into the possession of the Administrative Agent or any of its Affiliatesaffiliates. Each Lender shall have access to all documents relating to the Administrative Agent's performance of its duties hereunder at such Lender's request. Unless any Lender shall promptly object to any action taken by the Administrative Agent hereunder (other than actions to which the provisions of ss.27 are applicable and other than actions which constitute gross negligence or willful misconduct by the Administrative Agent), such Lender shall conclusively be presumed to have approved the same.