Common use of Financial Reports and SEC Documents; Disclosure and Internal Controls Clause in Contracts

Financial Reports and SEC Documents; Disclosure and Internal Controls. (i) The Partners 2010 20-F and all other reports, registration statements, definitive proxy statements or information statements filed or furnished by Partners or any of its Subsidiaries subsequent to March 19, 2007, including, but not limited to, items incorporated by reference into or referred to in such reports, registration statements, proxy statements or information statements under the Securities Act or under the Exchange Act, in the form filed or furnished (collectively, the “Partners SEC Documents”), with the SEC as of their respective dates, (1) complied in all material respects as to form with the applicable requirements under the Securities Act, the Exchange Act or SOX, as the case may be, and (2) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The (i) historical financial statements (including the related notes and supporting schedules) contained in the Partners SEC Documents and (ii) the unaudited consolidated balance sheet of Partners as of March 31, 2011 and the related unaudited consolidated statements of income, partners’ capital/stockholders’ equity and cash flows for the three-month period ended March 31, 2011 set forth on Section 5.2(e) of the Partners Disclosure Schedule (A) comply in all material respects with the applicable requirements under the Securities Act and the Exchange Act (in the case of clause (i)), (B) present fairly in all material respects the financial position, results of operations and cash flows of the entities purported to be shown thereby on the basis stated therein at the respective dates or for the respective periods (subject, in the case of unaudited financial statements, to normal year-end adjustments and the absence of footnotes), and (C) have been prepared in accordance with GAAP consistently applied throughout the periods involved, except in each case to the extent disclosed therein. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to the Partners SEC Documents. No enforcement action has been initiated, or to the Knowledge of the Partners Entities, is threatened, against any of the Partners Entities relating to disclosures contained in any Partners SEC Document. (ii) Partners and Partners GP have designed and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Partners and Partners GP have (1) designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to the Partners and its Subsidiaries is made known to the management of Partners GP by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Partners SEC Documents and (2) disclosed, based on its most recent evaluation prior to the date of this Agreement, to Partners’ outside auditors and the audit committee of the Partners Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (within the meaning of Rule 13a-l 5(f) of the Exchange Act) which are reasonably likely to adversely affect Partners ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Partners’ internal controls over financial reporting. (iii) Deloitte, Hadjipavlou, Sofianos & Cambanis, S.A., who audited the audited financial statements contained in the Partners 2010 20-F, is an independent registered public accounting firm with respect to Partners within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States). (iv) Partners has made available (to the extent not available to the public on the SEC’s XXXXX website) to the Company each Partners SEC Document, each in the form (including exhibits and any amendments thereto) filed with or furnished to the SEC prior to the date of this Agreement.

Financial Reports and SEC Documents; Disclosure and Internal Controls. (i) The Partners 2010 Company 20-F and all other reports, registration statements, definitive proxy statements or information statements filed or furnished by Partners the Company or any of its Subsidiaries subsequent to March 191, 20072010, including, but not limited to, items incorporated by reference into or referred to in such reports, registration statements, proxy statements or information statements under the Securities Act or under the Exchange Act, in the form filed or furnished (collectively, the “Partners Company SEC Documents”), with the SEC as of their respective dates, (1) complied in all material respects as to form with the applicable requirements under the Securities Act, the Exchange Act or SOX, as the case may be, and (2) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The (i) historical financial statements (including the related notes and supporting schedules) contained in the Partners Company SEC Documents and (ii) the unaudited consolidated balance sheet of Partners as of March 31, 2011 and the related unaudited consolidated statements of income, partners’ capital/stockholders’ equity and cash flows for the three-month period ended March 31, 2011 set forth on Section 5.2(e) of the Partners Disclosure Schedule (A) comply in all material respects with the applicable requirements under the Securities Act and the Exchange Act (in the case of clause (i))Act, (B) present fairly in all material respects the financial position, results of operations and cash flows of the entities purported to be shown thereby on the basis stated therein at the respective dates or for the respective periods (subject, in the case of unaudited financial statements, to normal year-end adjustments and the absence of footnotes)periods, and (C) have been prepared in accordance with GAAP consistently applied throughout the periods involved, except in each case to the extent disclosed therein. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to the Partners Company SEC Documents. No enforcement action has been initiated, or to the Knowledge of the Partners EntitiesCompany, is threatened, against any of the Partners Entities Company relating to disclosures contained in any Partners Company SEC Document. (ii) Partners and Partners GP have The Company has designed and maintain maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Partners and Partners GP have The Company has (1) designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to the Partners Company and its Subsidiaries is made known to the management of Partners GP the Company by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Partners Company SEC Documents and (2) disclosed, based on its most recent evaluation prior to the date of this Agreement, to Partners’ the Company’s outside auditors and the audit committee of the Partners Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (within the meaning of Rule 13a-l 5(f) of the Exchange Act) which are reasonably likely to adversely affect Partners the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Partners’ the Company’s internal controls over financial reporting. (iii) Deloitte, Hadjipavlou, Sofianos & Cambanis, S.A., who audited the audited financial statements contained in the Partners 2010 Company 20-F, is an independent registered public accounting firm with respect to Partners the Company within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States). (iv) Partners The Company has made available (to the extent not available to the public on the SEC’s XXXXX website) to the Partners each Company each Partners SEC Document, each in the form (including exhibits and any amendments thereto) filed with or furnished to the SEC prior to the date of this Agreement.

Financial Reports and SEC Documents; Disclosure and Internal Controls. (i) The Partners 2010 20Enterprise 2008 10-F K and all other reports, registration statements, definitive proxy statements or information statements filed or furnished to be filed by Partners Enterprise or any of its the Enterprise Subsidiaries subsequent to March 19December 31, 20072008, including, but not limited to, items incorporated by reference into or referred to in such reports, registration statements, definitive proxy statements or information statements under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, in the form filed, or to be filed or furnished (collectively, the “Partners Enterprise SEC Documents”), with the SEC as of their respective dates, (1) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act, Act or the Exchange Act or SOXAct, as the case may be, and (2) did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The (i) historical financial statements (including the related notes and supporting schedulesschedule) contained in the Partners Enterprise SEC Documents and (ii) the unaudited consolidated balance sheet of Partners as of March 31, 2011 and the related unaudited consolidated statements of income, partners’ capital/stockholders’ equity and cash flows for the three-month period ended March 31, 2011 set forth on Section 5.2(e) of the Partners Disclosure Schedule (Ai) comply in all material respects with the applicable requirements under the Securities Act and the Exchange Act (in the case of clause (i)except that certain supporting schedules are omitted), (Bii) present fairly in all material respects the financial position, results of operations and cash flows of the entities purported to be shown thereby on the basis stated therein at the respective dates or for the respective periods (subject, in the case of unaudited financial statements, to normal year-end adjustments and the absence of footnotesadjustments), and (Ciii) have been prepared in accordance with GAAP consistently applied throughout the periods involved, except in each case to the extent disclosed therein. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to the Partners Enterprise SEC Documents. No enforcement action has been initiated, or to the Knowledge of the Partners Enterprise Entities, is threatened, against any of the Partners Enterprise Entities relating to disclosures contained in any Partners Enterprise SEC Document. (ii) Partners Prior to the date of this Agreement, the Board of Directors of Enterprise GP has established approval procedures for the Enterprise Entities and Partners the Enterprise Subsidiaries with respect to interest rate swaps and the open position resulting from physical commodity transactions, exchange-traded futures and options and over-the-counter derivative instruments, and the Enterprise Entities and the Enterprise Subsidiaries are in compliance with such procedures in all material respects. (iii) Enterprise and Enterprise GP have designed and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that (1) receipts and expenditures are made only in accordance with management’s general or specific authorization, (2) transactions are recorded as necessary to permit preparation of the financial statements of Enterprise in accordance with GAAP and to maintain accountability for the assets of the Enterprise Entities and the Enterprise Subsidiaries, as applicable, (3) access to such assets is permitted only in accordance with management’s general or specific authorization, (4) the reporting of such assets is compared with existing assets at reasonable intervals, and (5) records are maintained in reasonable detail, accurately and fairly to reflect the transactions and dispositions of Enterprise and the Enterprise Subsidiaries. Partners Enterprise and Partners Enterprise GP have (1) designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to the Partners Enterprise Entities and its the Enterprise Subsidiaries is made known to the management of Partners Enterprise GP by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Partners Enterprise SEC Documents Documents. Based on the evaluation of its internal controls and (2) disclosed, based on its most recent evaluation prior to procedures conducted in connection with the date of this Agreement, to Partners’ outside auditors preparation and the audit committee filing of the Partners Board Enterprise 2008 10-K, neither Enterprise nor Enterprise GP is aware of (i) any significant deficiencies and or material weaknesses in the design or operation of its internal controls over financial reporting (within the meaning of as defined in Rule 13a-l 5(f13a-15(f) of and 15d-15(f) under the Exchange Act) which that are reasonably likely to adversely affect Partners the ability of Enterprise to record, process, summarize and report financial information and data; or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Partners’ Enterprise’s internal controls over financial reporting. (iiiiv) Deloitte, Hadjipavlou, Sofianos Deloitte & Cambanis, S.A.Touche LLP, who audited the audited financial statements contained in the Partners 2010 20Enterprise 2008 10-FK, is an independent registered public accounting firm with respect to Partners Enterprise and Enterprise GP within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the SEC Commission and the Public Company Accounting Oversight Board (United States). (iv) Partners has made available (to the extent not available to the public on the SEC’s XXXXX website) to the Company each Partners SEC Document, each in the form (including exhibits and any amendments thereto) filed with or furnished to the SEC prior to the date of this Agreement.

Financial Reports and SEC Documents; Disclosure and Internal Controls. (i) The Partners 2010 20TEPPCO 2008 10-F K and all other reports, registration statements, definitive proxy statements or information statements filed or furnished to be filed by Partners TEPPCO or any of its the TEPPCO Subsidiaries subsequent to March 19December 31, 20072008, including, but not limited to, items incorporated by reference into or referred to in such reports, registration statements, definitive proxy statements or information statements under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, in the form filed, or to be filed or furnished (collectively, the “Partners TEPPCO SEC Documents”), with the SEC as of their respective dates, (1) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act, Act or the Exchange Act or SOXAct, as the case may be, and (2) did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The (i) historical financial statements (including the related notes and supporting schedulesschedule) contained in the Partners TEPPCO SEC Documents and (ii) the unaudited consolidated balance sheet of Partners as of March 31, 2011 and the related unaudited consolidated statements of income, partners’ capital/stockholders’ equity and cash flows for the three-month period ended March 31, 2011 set forth on Section 5.2(e) of the Partners Disclosure Schedule (Ai) comply in all material respects with the applicable requirements under the Securities Act and the Exchange Act (in the case of clause (i)except that certain supporting schedules are omitted), (Bii) present fairly in all material respects the financial position, results of operations and cash flows of the entities purported to be shown thereby on the basis stated therein at the respective dates or for the respective periods (subject, in the case of unaudited financial statements, to normal year-end adjustments and the absence of footnotesadjustments), and (Ciii) have been prepared in accordance with GAAP consistently applied throughout the periods involved, except in each case to the extent disclosed therein. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to the Partners TEPPCO SEC Documents. No enforcement action has been initiated, or to the Knowledge of the Partners TEPPCO Entities, is threatened, against any of the Partners TEPPCO Entities relating to disclosures contained in any Partners TEPPCO SEC Document. (ii) Partners Prior to the date of this Agreement, the Board of Directors of TEPPCO GP has established approval procedures for the TEPPCO Entities and Partners the TEPPCO Subsidiaries related to the identification, measurement and management of risk exposure to commodity prices, interest rates and counterparty risks, and the TEPPCO Entities and the TEPPCO Subsidiaries are in compliance with such procedures in all material respects. (iii) TEPPCO and TEPPCO GP have designed and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that (1) receipts and expenditures are made only in accordance with management’s general or specific authorization, (2) transactions are recorded as necessary to permit preparation of the financial statements of TEPPCO in accordance with GAAP and to maintain accountability for the assets of the TEPPCO Entities and the TEPPCO Subsidiaries, as applicable, (3) access to such assets is permitted only in accordance with management’s general or specific authorization, (4) the reporting of such assets is compared with existing assets at reasonable intervals, and (5) records are maintained in reasonable detail, accurately and fairly to reflect the transactions and dispositions of TEPPCO and the TEPPCO Subsidiaries. Partners TEPPCO and Partners TEPPCO GP have (1) designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to the Partners TEPPCO Entities and its the TEPPCO Subsidiaries is made known to the management of Partners TEPPCO GP by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Partners TEPPCO SEC Documents Documents. Based on the evaluation of its internal controls and (2) disclosed, based on its most recent evaluation prior to procedures conducted in connection with the date of this Agreement, to Partners’ outside auditors preparation and the audit committee filing of the Partners Board TEPPCO 2008 10-K, neither TEPPCO nor TEPPCO GP is aware of (i) any significant deficiencies and or material weaknesses in the design or operation of its internal controls over financial reporting (within the meaning of as defined in Rule 13a-l 5(f13a-15(f) of and 15d-15(f) under the Exchange Act) which that are reasonably likely to adversely affect Partners the ability of TEPPCO to record, process, summarize and report financial information and data; or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Partners’ TEPPCO’s internal controls over financial reporting. (iiiiv) Deloitte, Hadjipavlou, Sofianos Deloitte & Cambanis, S.A.Touche LLP, who audited the audited financial statements contained in the Partners 2010 20TEPPCO 2008 10-FK, is an independent registered public accounting firm with respect to Partners TEPPCO and TEPPCO GP within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the SEC Commission and the Public Company Accounting Oversight Board (United States). (iv) Partners has made available (to the extent not available to the public on the SEC’s XXXXX website) to the Company each Partners SEC Document, each in the form (including exhibits and any amendments thereto) filed with or furnished to the SEC prior to the date of this Agreement.

Financial Reports and SEC Documents; Disclosure and Internal Controls. (i) The Partners 2010 20KSL 2003 10-F K and all other reports, registration statements, definitive proxy statements or information statements filed or furnished to be filed by Partners KSL or any of its Subsidiaries subsequent to March 19December 31, 2007, including, 2000 (including but not limited to, items incorporated by reference into or referred to in such reports, registration statements, definitive proxy statements or information statements statements) under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, Act in the form filed, or to be filed or furnished (collectively, the “Partners KSL SEC Documents”), with the SEC as of their respective datesSEC, (1) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act, Act or the Exchange Act or SOXAct, as the case may be, and (2) as of its filing date, did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The (i) historical financial statements ; and each of the balance sheets contained in or incorporated by reference into any such KSL SEC Document (including the related notes and supporting schedulesschedules thereto) contained in fairly presents or will fairly present the Partners SEC Documents and (ii) financial position of the unaudited consolidated balance sheet of Partners entity or entities to which it relates as of March 31its date, 2011 and each of the related unaudited consolidated statements of income, partners’ capital/stockholdersoperations and changes in shareholders’ equity and cash flows or equivalent statements in such KSL SEC Documents (including any related notes and schedules thereto) fairly presents or will fairly present the results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the three-month period ended March 31, 2011 set forth on Section 5.2(e) of the Partners Disclosure Schedule (A) comply in all material respects with the applicable requirements under the Securities Act and the Exchange Act (in the case of clause (i)), (B) present fairly in all material respects the financial position, results of operations and cash flows of the entities purported periods to be shown thereby on the basis stated therein at the respective dates or for the respective periods (subjectwhich it relates, in the each case of unaudited financial statements, to normal year-end adjustments and the absence of footnotes), and (C) have been prepared in accordance with GAAP consistently applied throughout during the periods involved, except except, in each case, as may be noted therein, subject to normal year-end audit adjustments in the case to the extent disclosed thereinof unaudited statements. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the Partners KSL SEC Documents. No executive officer of any of the KSL Entities has failed in any respect to make the certification required of him or her under Sections 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 and no enforcement action has been initiated, or to the Knowledge of the Partners Entities, is threatened, initiated against any of the Partners Entities KSL relating to disclosures contained in any Partners KSL SEC Document. (ii) Partners Prior to the date of this Agreement and Partners GP in the ordinary course of business, KSL has established approval procedures (which, as in effect as of the date of this Agreement, have designed previously been disclosed to VLI) with respect to the open position resulting from KSL and its Subsidiaries’ physical commodity transactions, exchange-traded futures and options and over-the-counter derivative instruments. (iii) Except as set forth in Section 4.1(e)(iii) of the Kaneb Disclosure Schedule, the records, systems, controls, data and information of KSL and its respective Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of KSL or its Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. KSL and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Partners and Partners GP have , including that (1) transactions are executed only in accordance with management’s authorization; (2) transactions are recorded as necessary to permit preparation of the financial statements of KSL and its Subsidiaries and to maintain accountability for the assets of KSL and its Subsidiaries; (3) access to such assets is permitted only in accordance with management’s authorization; (4) the reporting of such assets is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Each of the KSL Entities (1) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to the Partners such entity and its Subsidiaries is made known to the management of Partners GP such entity (or its general partner) by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Partners KSL SEC Documents Documents, and (2) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to Partners’ outside its auditors and the audit committee of the Partners its Board of Directors (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (within the meaning of Rule 13a-l 5(f) of the Exchange Act) which are reasonably likely to could adversely affect Partners in any material respect its ability to record, process, summarize and report financial information data and have disclosed to its auditors any material weaknesses in internal controls and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in Partners’ its internal controls over financial reporting. (iii) Deloittecontrols. The KSL Entities have made available to VLI a summary of any such disclosure made by management to KSL’s auditors and audit committee since January 1, Hadjipavlou, Sofianos & Cambanis, S.A., who audited the audited financial statements contained in the Partners 2010 20-F, is an independent registered public accounting firm 2002. KSL has initiated its process of compliance with respect to Partners within the meaning Section 404 of the Securities Xxxxxxxx-Xxxxx Act and the applicable rules and regulations thereunder adopted expects to be in full compliance therewith by the SEC and the Public Company Accounting Oversight Board (United States)mandated compliance date. (iv) Partners has made available Except as set forth in Section 4.1(e)(iv) of the Kaneb Disclosure Schedule, since July 30, 2002, (x) none of KSL or any of its Subsidiaries nor, to the extent Knowledge of KSL, any director, officer, employee, auditor, accountant or representative of either of KSL or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of KSL or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that either of KSL or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing either KSL or any of its Subsidiaries, whether or not available employed thereby, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by KSL or any of its officers, directors, employees or agents, or those of its Subsidiaries, to the public on the SEC’s XXXXX website) Board of Directors of KSL or any committee thereof or to the Company each Partners SEC Document, each in the form (including exhibits and any amendments thereto) filed with director or furnished to the SEC prior to the date officer of this AgreementKSL.

Financial Reports and SEC Documents; Disclosure and Internal Controls. (i) The Partners 2010 20KSL 2003 10-F K and all other reports, registration statements, definitive proxy statements or information statements filed or furnished to be filed by Partners KSL or any of its Subsidiaries subsequent to March 19December 31, 2007, including, 2000 (including but not limited to, items incorporated by reference into or referred to in such reports, registration statements, definitive proxy statements or information statements statements) under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, Act in the form filed, or to be filed or furnished (collectively, the “Partners "KSL SEC Documents”DOCUMENTS"), with the SEC as of their respective datesSEC, (1) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act, Act or the Exchange Act or SOXAct, as the case may be, and (2) as of its filing date, did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The (i) historical financial statements ; and each of the balance sheets contained in or incorporated by reference into any such KSL SEC Document (including the related notes and supporting schedulesschedules thereto) contained in fairly presents or will fairly present the Partners SEC Documents and (ii) financial position of the unaudited consolidated balance sheet of Partners entity or entities to which it relates as of March 31its date, 2011 and each of the related unaudited consolidated statements of income, partners’ capital/stockholders’ operations and changes in shareholders' equity and cash flows or equivalent statements in such KSL SEC Documents (including any related notes and schedules thereto) fairly presents or will fairly present the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the three-month period ended March 31, 2011 set forth on Section 5.2(e) of the Partners Disclosure Schedule (A) comply in all material respects with the applicable requirements under the Securities Act and the Exchange Act (in the case of clause (i)), (B) present fairly in all material respects the financial position, results of operations and cash flows of the entities purported periods to be shown thereby on the basis stated therein at the respective dates or for the respective periods (subjectwhich it relates, in the each case of unaudited financial statements, to normal year-end adjustments and the absence of footnotes), and (C) have been prepared in accordance with GAAP consistently applied throughout during the periods involved, except except, in each case, as may be noted therein, subject to normal year-end audit adjustments in the case to the extent disclosed thereinof unaudited statements. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the Partners KSL SEC Documents. No executive officer of any of the KSL Entities has failed in any respect to make the certification required of him or her under Sections 302 or 906 of the Sarbanes-Oxley Act of 2002 and no enforcement action has been initiated, or to the Knowledge of the Partners Entities, is threatened, against any of the Partners Entities initiaxxx xxxxxxx XXL relating to disclosures contained in any Partners KSL SEC Document. (ii) Partners Prior to the date of this Agreement and Partners GP in the ordinary course of business, KSL has established approval procedures (which, as in effect as of the date of this Agreement, have designed previously been disclosed to VLI) with respect to the open position resulting from KSL and its Subsidiaries' physical commodity transactions, exchange-traded futures and options and over-the-counter derivative instruments. (iii) Except as set forth in Section 4.1(e)(iii) of the Kaneb Disclosure Schedule, the records, systems, controls, data and information of KSL and its respective Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of KSL or its Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. KSL and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Partners and Partners GP have , including that (1) transactions are executed only in accordance with management's authorization; (2) transactions are recorded as necessary to permit preparation of the financial statements of KSL and its Subsidiaries and to maintain accountability for the assets of KSL and its Subsidiaries; (3) access to such assets is permitted only in accordance with management's authorization; (4) the reporting of such assets is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Each of the KSL Entities (1) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to the Partners such entity and its Subsidiaries is made known to the management of Partners GP such entity (or its general partner) by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Partners KSL SEC Documents Documents, and (2) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to Partners’ outside its auditors and the audit committee of the Partners its Board of Directors (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (within the meaning of Rule 13a-l 5(f) of the Exchange Act) which are reasonably likely to could adversely affect Partners in any material respect its ability to record, process, summarize and report financial information data and have disclosed to its auditors any material weaknesses in internal controls and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in Partners’ its internal controls over financial reporting. (iii) Deloittecontrols. The KSL Entities have made available to VLI a summary of any such disclosure made by management to KSL's auditors and audit committee since January 1, Hadjipavlou, Sofianos & Cambanis, S.A., who audited the audited financial statements contained in the Partners 2010 20-F, is an independent registered public accounting firm 2002. KSL has initiated its process of compliance with respect to Partners within the meaning Section 404 of the Securities Sarbanes-Oxley Act and the applicable rules and regulations thereunder adopted expects to be in full compliance therewith by the SEC and the Public Company Accounting Oversight Board (United States)xxx XXX xxxxxted compliance date. (iv) Partners has made available Except as set forth in Section 4.1(e)(iv) of the Kaneb Disclosure Schedule, since July 30, 2002, (x) none of KSL or any of its Subsidiaries nor, to the extent Knowledge of KSL, any director, officer, employee, auditor, accountant or representative of either of KSL or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of KSL or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that either of KSL or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing either KSL or any of its Subsidiaries, whether or not available employed thereby, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by KSL or any of its officers, directors, employees or agents, or those of its Subsidiaries, to the public on the SEC’s XXXXX website) Board of Directors of KSL or any committee thereof or to the Company each Partners SEC Document, each in the form (including exhibits and any amendments thereto) filed with director or furnished to the SEC prior to the date officer of this AgreementKSL.

Financial Reports and SEC Documents; Disclosure and Internal Controls. (i) The Partners 2010 20VLI 2003 10-F K and all other reports, registration statements, definitive proxy statements or information statements filed or furnished to be filed by Partners VLI or any of its Subsidiaries subsequent to March 19December 31, 20072000, including, but not limited to, items incorporated by reference into or referred to in such reports, registration statements, definitive proxy statements or information statements under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, in the form filed, or to be filed or furnished (collectively, the “Partners VLI SEC Documents”), with the SEC as of their respective dates, (1i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act, Act or the Exchange Act or SOXAct, as the case may be, and (2ii) as of its filing date, did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The (i) historical financial statements ; and each of the balance sheets contained in or incorporated by reference into any such VLI SEC Document (including the related notes and supporting schedulesschedules thereto) contained in fairly presents or will fairly present the Partners SEC Documents and (ii) financial position of the unaudited consolidated balance sheet of Partners entity or entities to which it relates as of March 31its date, 2011 and each of the related unaudited consolidated statements of income, partners’ capital/stockholdersincome and changes in shareholders’ equity and cash flows or equivalent statements in such VLI SEC Documents (including any related notes and schedules thereto) fairly presents or will fairly present the results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the three-month period ended March 31, 2011 set forth on Section 5.2(e) of the Partners Disclosure Schedule (A) comply in all material respects with the applicable requirements under the Securities Act and the Exchange Act (in the case of clause (i)), (B) present fairly in all material respects the financial position, results of operations and cash flows of the entities purported periods to be shown thereby on the basis stated therein at the respective dates or for the respective periods (subjectwhich it relates, in the each case of unaudited financial statements, to normal year-end adjustments and the absence of footnotes), and (C) have been prepared in accordance with GAAP consistently applied throughout during the periods involved, except except, in each case, as may be noted therein, subject to normal year-end audit adjustments in the case to the extent disclosed thereinof unaudited statements. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to the Partners VLI SEC Documents. No executive officer of VLI or VLI GP has failed in any respect to make the certification required of him or her under Sections 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 and no enforcement action has been initiated, or to the Knowledge of the Partners Entities, is threatened, initiated against any of the Partners Entities VLI relating to disclosures contained in any Partners VLI SEC DocumentDocuments. (ii) Partners Prior to the date of this Agreement and Partners in the ordinary course of business, the board of directors of Parent GP has established approval procedures (which, as in effect as of the date of this Agreement, have designed previously been disclosed to the Kaneb Entities) with respect to the open position resulting from VLI’s and its Subsidiaries’ physical commodity transactions, exchange-traded futures and options and over-the-counter derivative instruments. (iii) Except as set forth in Section 4.2(e)(iii) of the VLI Disclosure Schedule, the records, systems, controls, data and information of VLI and its Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of VLI or its Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. VLI and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Partners and Partners GP have , including that (1) transactions are executed only in accordance with management’s authorization; (2) transactions are recorded as necessary to permit preparation of the financial statements of VLI and to maintain accountability for the assets of VLI and its Subsidiaries, as applicable; (3) access to such assets is permitted only in accordance with management’s authorization; (4) the reporting of such assets is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. VLI (1) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to the Partners such entity and its Subsidiaries is made known to the management of Partners GP such entity (or its general partner) by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Partners VLI SEC Documents Documents, and (2) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to Partners’ outside its auditors and the audit committee of the Partners Board its or its general partner’s board of directors (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (within the meaning of Rule 13a-l 5(f) of the Exchange Act) which are reasonably likely to could adversely affect Partners in any material respect its ability to record, process, summarize and report financial information data and have disclosed to its auditors any material weaknesses in internal controls and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in Partners’ its internal controls over financial reporting. (iii) Deloittecontrols. VLI has made available to the Kaneb Entities a summary of any such disclosure made by management to VLI’s auditors and audit committee since January 1, Hadjipavlou, Sofianos & Cambanis, S.A., who audited the audited financial statements contained in the Partners 2010 20-F, is an independent registered public accounting firm 2002. VLI has initiated its process of compliance with respect to Partners within the meaning Section 404 of the Securities Xxxxxxxx-Xxxxx Act and the applicable rules and regulations thereunder adopted expects to be in full compliance therewith by the SEC and the Public Company Accounting Oversight Board (United States)mandated compliance date. (iv) Partners has made available Except as set forth in Section 4.2(e)(iv) of the VLI Disclosure Schedule, since July 30, 2002, (x) none of VLI or any of its Subsidiaries nor, to the extent Knowledge of VLI, any director, officer, employee, auditor, accountant or representative of either of VLI or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of VLI or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that VLI or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing VLI or any of its Subsidiaries, whether or not available employed thereby, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by VLI or any of its officers, directors, employees or agents, or those of its Subsidiaries, to the public on the SEC’s XXXXX website) board of directors of VLI GP or any committee thereof or to the Company each Partners SEC Document, each in the form (including exhibits and any amendments thereto) filed with director or furnished to the SEC prior to the date officer of this AgreementVLI.

Financial Reports and SEC Documents; Disclosure and Internal Controls. (i) The Partners 2010 20VLI 2003 10-F K and all other reports, registration statements, definitive proxy statements or information statements filed or furnished to be filed by Partners VLI or any of its Subsidiaries subsequent to March 19December 31, 20072000, including, but not limited to, items incorporated by reference into or referred to in such reports, registration statements, definitive proxy statements or information statements under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, in the form filed, or to be filed or furnished (collectively, the “Partners "VLI SEC Documents”DOCUMENTS"), with the SEC as of their respective dates, (1i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act, Act or the Exchange Act or SOXAct, as the case may be, and (2ii) as of its filing date, did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The (i) historical financial statements ; and each of the balance sheets contained in or incorporated by reference into any such VLI SEC Document (including the related notes and supporting schedulesschedules thereto) contained in fairly presents or will fairly present the Partners SEC Documents and (ii) financial position of the unaudited consolidated balance sheet of Partners entity or entities to which it relates as of March 31its date, 2011 and each of the related unaudited consolidated statements of income, partners’ capital/stockholders’ income and changes in shareholders' equity and cash flows or equivalent statements in such VLI SEC Documents (including any related notes and schedules thereto) fairly presents or will fairly present the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the three-month period ended March 31, 2011 set forth on Section 5.2(e) of the Partners Disclosure Schedule (A) comply in all material respects with the applicable requirements under the Securities Act and the Exchange Act (in the case of clause (i)), (B) present fairly in all material respects the financial position, results of operations and cash flows of the entities purported periods to be shown thereby on the basis stated therein at the respective dates or for the respective periods (subjectwhich it relates, in the each case of unaudited financial statements, to normal year-end adjustments and the absence of footnotes), and (C) have been prepared in accordance with GAAP consistently applied throughout during the periods involved, except except, in each case, as may be noted therein, subject to normal year-end audit adjustments in the case to the extent disclosed thereinof unaudited statements. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to the Partners VLI SEC Documents. No executive officer of VLI or VLI GP has failed in any respect to make the certification required of him or her under Sections 302 or 906 of the Sarbanes-Oxley Act of 2002 and no enforcement action has been initiated, or to the Knowledge of the Partners Entities, is threatened, against any of the Partners Entities initiaxxx xxxxxxx XXI relating to disclosures contained in any Partners VLI SEC DocumentDocuments. (ii) Partners Prior to the date of this Agreement and Partners in the ordinary course of business, the board of directors of Parent GP has established approval procedures (which, as in effect as of the date of this Agreement, have designed previously been disclosed to the Kaneb Entities) with respect to the open position resulting from VLI's and its Subsidiaries' physical commodity transactions, exchange-traded futures and options and over-the-counter derivative instruments. (iii) Except as set forth in Section 4.2(e)(iii) of the VLI Disclosure Schedule, the records, systems, controls, data and information of VLI and its Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of VLI or its Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. VLI and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Partners and Partners GP have , including that (1) transactions are executed only in accordance with management's authorization; (2) transactions are recorded as necessary to permit preparation of the financial statements of VLI and to maintain accountability for the assets of VLI and its Subsidiaries, as applicable; (3) access to such assets is permitted only in accordance with management's authorization; (4) the reporting of such assets is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. VLI (1) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to the Partners such entity and its Subsidiaries is made known to the management of Partners GP such entity (or its general partner) by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Partners VLI SEC Documents Documents, and (2) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to Partners’ outside its auditors and the audit committee of the Partners Board its or its general partner's board of directors (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (within the meaning of Rule 13a-l 5(f) of the Exchange Act) which are reasonably likely to could adversely affect Partners in any material respect its ability to record, process, summarize and report financial information data and have disclosed to its auditors any material weaknesses in internal controls and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in Partners’ its internal controls over financial reporting. (iii) Deloittecontrols. VLI has made available to the Kaneb Entities a summary of any such disclosure made by management to VLI's auditors and audit committee since January 1, Hadjipavlou, Sofianos & Cambanis, S.A., who audited the audited financial statements contained in the Partners 2010 20-F, is an independent registered public accounting firm 2002. VLI has initiated its process of compliance with respect to Partners within the meaning Section 404 of the Securities Sarbanes-Oxley Act and the applicable rules and regulations thereunder adopted expects to be in full compliance therewith by the SEC and the Public Company Accounting Oversight Board (United States)xxx XXX xxxxxted compliance date. (iv) Partners has made available Except as set forth in Section 4.2(e)(iv) of the VLI Disclosure Schedule, since July 30, 2002, (x) none of VLI or any of its Subsidiaries nor, to the extent Knowledge of VLI, any director, officer, employee, auditor, accountant or representative of either of VLI or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of VLI or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that VLI or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing VLI or any of its Subsidiaries, whether or not available employed thereby, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by VLI or any of its officers, directors, employees or agents, or those of its Subsidiaries, to the public on the SEC’s XXXXX website) board of directors of VLI GP or any committee thereof or to the Company each Partners SEC Document, each in the form (including exhibits and any amendments thereto) filed with director or furnished to the SEC prior to the date officer of this AgreementVLI.

Financial Reports and SEC Documents; Disclosure and Internal Controls. (i) The Partners 2010 20KPP 2003 10-F K and all other reports, registration statements, definitive proxy statements or information statements filed or furnished to be filed by Partners or on behalf of KPP or any of its Subsidiaries subsequent to March 19December 31, 20072000, including, but not limited to, items incorporated by reference into or referred to in such reports, registration statements, definitive proxy statements or information statements under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, Act in the form filed, or to be filed or furnished (collectively, the “Partners Kaneb SEC Documents”), with the SEC as of their respective datesSEC, (1) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act, Act or the Exchange Act or SOXAct, as the case may be, and (2) as of its filing date, did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The (i) historical financial statements ; and each of the balance sheets contained in or incorporated by reference into any such Kaneb SEC Document (including the related notes and supporting schedulesschedules thereto) contained in fairly presents or will fairly present the Partners SEC Documents and (ii) financial position of the unaudited consolidated balance sheet of Partners entity or entities to which it relates as of March 31its date, 2011 and each of the related unaudited consolidated statements of income, partners’ capital/stockholdersincome and changes in shareholders’ equity and cash flows or equivalent statements in such Kaneb SEC Documents (including any related notes and schedules thereto) fairly presents or will fairly present the results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the three-month period ended March 31, 2011 set forth on Section 5.2(e) of the Partners Disclosure Schedule (A) comply in all material respects with the applicable requirements under the Securities Act and the Exchange Act (in the case of clause (i)), (B) present fairly in all material respects the financial position, results of operations and cash flows of the entities purported periods to be shown thereby on the basis stated therein at the respective dates or for the respective periods (subjectwhich it relates, in the each case of unaudited financial statements, to normal year-end adjustments and the absence of footnotes), and (C) have been prepared in accordance with GAAP consistently applied throughout during the periods involved, except except, in each case, as may be noted therein, subject to normal year-end audit adjustments in the case to the extent disclosed thereinof unaudited statements. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to the Partners Kaneb SEC Documents. No executive officer of any of the Kaneb Entities has failed in any respect to make the certification required of him or her under Sections 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 and no enforcement action has been initiated, or to the Knowledge of the Partners Entities, is threatened, initiated against any of the Partners Kaneb Entities relating to disclosures contained in any Partners Kaneb SEC Document. (ii) Partners Prior to the date of this Agreement and Partners in the ordinary course of business, KPP has established approval procedures (which, as in effect as of the date of this Agreement, have previously been disclosed to VLI) with respect to the open position resulting from KPP’s and its Subsidiaries’ physical commodity transactions, exchange-traded futures and options and over-the-counter derivative instruments. (iii) Except as set forth in Section 4.1(e)(iii) of the Kaneb Disclosure Schedule, the records, systems, controls, data and information of KPP and its Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of KPP or its Subsidiaries or KPP GP or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. KPP and its Subsidiaries and KPP GP have designed devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Partners and Partners GP have , including that (1) transactions are executed only in accordance with management’s authorization; (2) transactions are recorded as necessary to permit preparation of the financial statements of KPP, as applicable, and to maintain accountability for the assets of KPP and its Subsidiaries; (3) access to such assets is permitted only in accordance with management’s authorization; (4) the reporting of such assets is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. KPP (1) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to the Partners such entity and its Subsidiaries is made known to the management of Partners GP such entity (or its general partner) by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Partners Kaneb SEC Documents Documents, and (2) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to Partners’ outside its auditors and the audit committee of the Partners Board KPP GP’s board of directors (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (within the meaning of Rule 13a-l 5(f) of the Exchange Act) which are reasonably likely to could adversely affect Partners in any material respect its ability to record, process, summarize and report financial information data and have disclosed to its auditors any material weaknesses in internal controls and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in Partners’ its internal controls over financial reporting. (iii) Deloittecontrols. The Kaneb Entities have made available to VLI a summary of any such disclosure made by management to KPP’s auditors and audit committee since January 1, Hadjipavlou, Sofianos & Cambanis, S.A., who audited the audited financial statements contained in the Partners 2010 20-F, is an independent registered public accounting firm 2002. KPP has initiated its process of compliance with respect to Partners within the meaning Section 404 of the Securities Xxxxxxxx-Xxxxx Act and the applicable rules and regulations thereunder adopted expects to be in full compliance therewith by the SEC and the Public Company Accounting Oversight Board (United States)mandated compliance date. (iv) Partners has made available Except as set forth in Section 4.1(e)(iv) of the Kaneb Disclosure Schedule, since July 30, 2002, (x) none of KPP GP or KPP or any of its Subsidiaries nor, to the extent Knowledge of the Kaneb Entities, any director, officer, employee, auditor, accountant or representative of either of KPP GP or KPP or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of KPP or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that either of KPP or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing either KPP GP or KPP or any of its Subsidiaries, whether or not available employed thereby, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by KPP or any of its officers, directors, employees or agents, or those of KPP’s Subsidiaries, to the public on the SEC’s XXXXX website) board of directors of KPP GP or any committee thereof or to the Company each Partners SEC Document, each in the form (including exhibits and any amendments thereto) filed with director or furnished to the SEC prior to the date officer of this AgreementKPP GP or KPP.

Financial Reports and SEC Documents; Disclosure and Internal Controls. (i) The Partners 2010 20KPP 2003 10-F K and all other reports, registration statements, definitive proxy statements or information statements filed or furnished to be filed by Partners or on behalf of KPP or any of its Subsidiaries subsequent to March 19December 31, 20072000, including, but not limited to, items incorporated by reference into or referred to in such reports, registration statements, definitive proxy statements or information statements under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, Act in the form filed, or to be filed or furnished (collectively, the “Partners "KANEB SEC Documents”DOCUMENTS"), with the SEC as of their respective datesSEC, (1) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act, Act or the Exchange Act or SOXAct, as the case may be, and (2) as of its filing date, did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The (i) historical financial statements ; and each of the balance sheets contained in or incorporated by reference into any such Kaneb SEC Document (including the related notes and supporting schedulesschedules thereto) contained in fairly presents or will fairly present the Partners SEC Documents and (ii) financial position of the unaudited consolidated balance sheet of Partners entity or entities to which it relates as of March 31its date, 2011 and each of the related unaudited consolidated statements of income, partners’ capital/stockholders’ income and changes in shareholders' equity and cash flows or equivalent statements in such Kaneb SEC Documents (including any related notes and schedules thereto) fairly presents or will fairly present the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the three-month period ended March 31, 2011 set forth on Section 5.2(e) of the Partners Disclosure Schedule (A) comply in all material respects with the applicable requirements under the Securities Act and the Exchange Act (in the case of clause (i)), (B) present fairly in all material respects the financial position, results of operations and cash flows of the entities purported periods to be shown thereby on the basis stated therein at the respective dates or for the respective periods (subjectwhich it relates, in the each case of unaudited financial statements, to normal year-end adjustments and the absence of footnotes), and (C) have been prepared in accordance with GAAP consistently applied throughout during the periods involved, except except, in each case, as may be noted therein, subject to normal year-end audit adjustments in the case to the extent disclosed thereinof unaudited statements. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to the Partners Kaneb SEC Documents. No executive officer of any of the Kaneb Entities has failed in any respect to make the certification required of him or her under Sections 302 or 906 of the Sarbanes-Oxley Act of 2002 and no enforcement action has been initiated, or to the Knowledge initiaxxx xxxxxxx xxy of the Partners Entities, is threatened, against any of the Partners Kaneb Entities relating to disclosures contained in any Partners Kaneb SEC Document. (ii) Partners Prior to the date of this Agreement and Partners in the ordinary course of business, KPP has established approval procedures (which, as in effect as of the date of this Agreement, have previously been disclosed to VLI) with respect to the open position resulting from KPP's and its Subsidiaries' physical commodity transactions, exchange-traded futures and options and over-the-counter derivative instruments. (iii) Except as set forth in Section 4.1(e)(iii) of the Kaneb Disclosure Schedule, the records, systems, controls, data and information of KPP and its Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of KPP or its Subsidiaries or KPP GP or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. KPP and its Subsidiaries and KPP GP have designed devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Partners and Partners GP have , including that (1) transactions are executed only in accordance with management's authorization; (2) transactions are recorded as necessary to permit preparation of the financial statements of KPP, as applicable, and to maintain accountability for the assets of KPP and its Subsidiaries; (3) access to such assets is permitted only in accordance with management's authorization; (4) the reporting of such assets is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. KPP (1) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to the Partners such entity and its Subsidiaries is made known to the management of Partners GP such entity (or its general partner) by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Partners Kaneb SEC Documents Documents, and (2) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to Partners’ outside its auditors and the audit committee of the Partners Board KPP GP's board of directors (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (within the meaning of Rule 13a-l 5(f) of the Exchange Act) which are reasonably likely to could adversely affect Partners in any material respect its ability to record, process, summarize and report financial information data and have disclosed to its auditors any material weaknesses in internal controls and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in Partners’ its internal controls over financial reporting. (iii) Deloittecontrols. The Kaneb Entities have made available to VLI a summary of any such disclosure made by management to KPP's auditors and audit committee since January 1, Hadjipavlou, Sofianos & Cambanis, S.A., who audited the audited financial statements contained in the Partners 2010 20-F, is an independent registered public accounting firm 2002. KPP has initiated its process of compliance with respect to Partners within the meaning Section 404 of the Securities Sarbanes-Oxley Act and the applicable rules and regulations thereunder adopted expects to be in full compliance therewith by the SEC and the Public Company Accounting Oversight Board (United States)xxx XXX xxxxxted compliance date. (iv) Partners has made available Except as set forth in Section 4.1(e)(iv) of the Kaneb Disclosure Schedule, since July 30, 2002, (x) none of KPP GP or KPP or any of its Subsidiaries nor, to the extent Knowledge of the Kaneb Entities, any director, officer, employee, auditor, accountant or representative of either of KPP GP or KPP or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of KPP or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that either of KPP or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing either KPP GP or KPP or any of its Subsidiaries, whether or not available employed thereby, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by KPP or any of its officers, directors, employees or agents, or those of KPP's Subsidiaries, to the public on the SEC’s XXXXX website) board of directors of KPP GP or any committee thereof or to the Company each Partners SEC Document, each in the form (including exhibits and any amendments thereto) filed with director or furnished to the SEC prior to the date officer of this AgreementKPP GP or KPP.